UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
[ ] 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 (Zip Code)
offices)
(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 1, 1999, the aggregate market value of the Class A Common Stock
held by non-affiliates was $131,450,918. The market value of the Class A Common
Stock is based on the closing price for such stock as reported on the Nasdaq
National Market 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 1, 1999
----- ----------------------------
<S> <C>
Class A Common Stock, without par value 13,179,689
</TABLE>
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement dated March 25, 1999 for First Busey
Corporation's Annual Meeting of Stockholders to be held April 20, 1999, (the
"1999 Proxy Statement") are incorporated by reference into Part III.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
EXHIBITS
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)
10.3 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)
10.7 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)
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, 1998.
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, 1998.
</TABLE>
<PAGE>
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.
<TABLE>
<CAPTION>
FIRST BUSEY CORPORATION INDEX TO FINANCIAL STATEMENTS
Page
----
<S> <C>
Independent Auditor's Report 36
Consolidated Balance Sheets 37
Consolidated Statements of Income 38
Consolidated Statements of 39-41
Stockholders' Equity
Consolidated Statements of Cash 42-44
Flows
Notes to Consolidated Financial 45-73
Statements
Management Report 74
Independent Accountant's Report 75
</TABLE>
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.
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 March 25, 1999.
FIRST BUSEY CORPORATION
BY //DOUGLAS C. MILLS//
--------------------
Douglas C. Mills
Chairman of the Board, President,
Chief Executive Officer and Chief
Financial Officer
<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, 1998
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
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
<PAGE>
CONTENTS
- -------------------------------------------------------------------------------
INDEPENDENT AUDITOR'S REPORT
ON THE FINANCIAL STATEMENTS 1
- -------------------------------------------------------------------------------
FINANCIAL STATEMENTS
Statements of net assets available for benefits 2
Statements of changes in net assets available for benefits 3
Notes to financial statements 4 - 14
- -------------------------------------------------------------------------------
SUPPLEMENTAL SCHEDULES
Line 27a - Schedule of assets held for investment purposes 15 - 21
Line 27d - Schedule of reportable transactions 22
Party in interest transactions 23
- -------------------------------------------------------------------------------
<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, 1998
and 1997, 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, 1998.
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, 1998 and 1997, and
the changes in net assets available for benefits for each of the years in the
three-year period ended December 31, 1998, in conformity with generally accepted
accounting principles.
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. These supplemental schedules are the responsibility of the Plan's
management. 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
June 14, 1999
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
ASSETS
Investments at fair value:
Common stock $13,686,365 $10,393,855
Preferred stock 56,125
Shares of registered investment companies 8,382,379 6,329,272
Corporate bonds, notes and commercial paper 1,681,210 1,232,751
Short-term investments 1,690,755 660,934
Notes receivable, participants 171,914 209,730
Taxable municipal bonds 102,030 175,550
U. S. Treasury and federal agency securities 81,000 70,459
Notes receivable, other 66,594 79,236
Other 4,105
----------- -----------
25,922,477 19,151,787
----------- -----------
Receivables:
Accrued interest and dividends 157,915 241,799
Employers' contributions 602,836
Participants' contributions 29,099 55,914
Other 362 1,310
----------- -----------
187,376 901,859
----------- -----------
TOTAL ASSETS 26,109,853 20,053,646
----------- -----------
LIABILITIES
Cash overdraft 65 1,757
----------- -----------
TOTAL LIABILITIES 65 1,757
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $26,109,788 $20,051,889
----------- -----------
<FN>
See Notes to Financial Statements.
</TABLE>
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments $ 4,480,757 $ 3,130,723 $ 1,861,216
Interest and dividends 476,598 520,750 497,183
----------- ----------- -----------
4,957,355 3,651,473 2,358,399
----------- ----------- -----------
Contributions:
Employers 622,590 603,301 491,200
Employees 792,785 702,638 650,421
Employee contributions representing transfers
from another qualified retirement trust 427,494 2,846 139,992
----------- ----------- -----------
1,842,869 1,308,785 1,281,613
----------- ----------- -----------
TOTAL ADDITIONS 6,800,224 4,960,258 3,640,012
----------- ----------- -----------
Deductions from net assets attributed to:
Benefits paid to participants 581,684 892,555 509,641
Administrative expenses 160,641 103,582 85,808
----------- ----------- -----------
TOTAL DEDUCTIONS 742,325 996,137 595,449
----------- ----------- -----------
NET INCREASE 6,057,899 3,964,121 3,044,563
Net assets available for benefits:
Beginning of year 20,051,889 16,087,768 13,043,205
----------- ----------- -----------
End of year $26,109,788 $20,051,889 $16,087,768
----------- ----------- -----------
<FN>
See Notes to Financial Statements.
</TABLE>
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
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.
Investment valuation and income recognition:
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.
Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
Payment of benefits:
Benefits are recorded when paid.
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).
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
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).
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.
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.
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
Investment options:
Upon enrollment in the 401(k) plan, a participant may direct contributions
in any of seven investment options as follows:
Balanced Fund - Funds are invested primarily in shares of registered
investment companies and corporate bonds.
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.
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.
Self-Directed Accounts - Funds are invested in any type of investment
as chosen by the participant.
Participants may change their investment options quarterly.
Notes receivable, participants:
Participants may borrow 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.
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.
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
Forfeited accounts:
For the year ending December 31, 1998, forfeited non-vested
profit-sharing accounts totaled $12,417. These accounts have been
allocated to profit sharing plan participants' accounts.
INVESTMENTS
The following table presents the fair values of investments as of December 31,
1998 and 1997. Investments that represent 5 percent or more of the Plan's net
assets as of December 31, 1998 are separately identified.
<TABLE>
<CAPTION>
1998 1997
------------------------- -------------------------
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:
Common and preferred stock:
First Busey Corporation, Class A 544,937 9,945,100 265,720 7,307,300
Other 113,040 3,797,390 83,427 3,086,555
Shares of registered investment companies:
Federated Max-Cap Fund #39 101,964.960 2,587,871 76,957.448 1,556,849
Other 228,046.166 5,794,508 199,755.014 4,772,423
Corporate bonds, notes and commercial
paper $ 1,650,000 1,681,210 $ 1,225,000 1,232,751
Short-term investments $ 1,690,755 1,690,755 $ 660,934 660,934
Notes receivable, participants $ 171,914 171,914 $ 209,730 209,730
Taxable municipal bonds $ 100,119 102,030 $ 175,000 175,550
U. S. Treasury and Federal Agency
Securities $ 80,000 81,000 $ 70,000 70,459
Notes receivable, other $ 66,594 66,594 $ 79,236 79,236
Other 1 $ 4,105 $
----------- -----------
$25,922,477 $19,151,787
----------- -----------
</TABLE>
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
During the years ended December 31, 1998, 1997 and 1996 the Plan's investments
(including investments bought, sold and held during the year) appreciated
(depreciated) in value by $4,480,757, $3,130,723 and $1,861,216, respectively,
as follows:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Investments at fair value:
Common stocks $3,030,470 $1,965,208 $1,196,471
Preferred stock 6,125
Shares of registered investment companies 1,426,388 1,149,336 612,675
Corporate bonds, notes and commercial paper 15,970 5,557 (40,171)
Taxable municipal bonds 1,392 (4,753) (5,372)
U. S. Treasury and federal agency securities 412 15,375 (12,098)
Common trust fund 109,711
---------- ----------- -----------
$4,480,757 $3,130,723 $1,861,216
---------- ----------- -----------
</TABLE>
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 $116,206, $61,110 and $52,541 for the
three years ended December 31, 1998, 1997 and 1996, 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.
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
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.
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.
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, BY FUND
<TABLE>
<CAPTION>
December 31, 1998
-----------------
Participant Directed Profit Sharing & 401(k)
--------------------------------------------
Equity FBC S&P 500
Balanced Growth Stock CD Loan International Index
Fund Fund Fund Fund Account Fund Fund
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value:
Common stock $2,387,514 $ $ 9,937,800 $ $ $ $
Preferred stock 33,675
Shares of registered
investment companies 560,386 4,287,782 946,340 2,587,871
Corporate bonds, notes and
commercial paper 1,631,210
Short-term investments 227,146 87,846 30,306 696,206 1,919 8,541
Notes receivable, participants 171,914
Taxable municipal bonds 102,030
U.S. Treasury and federal
agency securities 81,000
Notes receivable, other 66,594
Other
-------------------------------------------------------------------------------------------------
5,089,555 4,375,628 9,968,106 696,206 171,914 948,259 2,596,412
-------------------------------------------------------------------------------------------------
Receivables:
Interfund (payable)/receivable 87,175 149,191 251,781 13,788 29,056 57,215
Accrued interest and dividends 31,415 46,582 126 27,037 50,341 17
Employers' contribution
Participants' contributions 3,985 6,823 11,768 719 1,396 2,795
Other 57 34 (56) (23)
-------------------------------------------------------------------------------------------------
122,575 202,653 263,709 41,544 80,737 60,004
-------------------------------------------------------------------------------------------------
TOTAL ASSETS 5,212,130 4,578,281 10,231,815 737,750 171,914 1,028,996 2,656,416
-------------------------------------------------------------------------------------------------
LIABILITIES
Cash overdraft 65
-------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 65
-------------------------------------------------------------------------------------------------
NET ASSETS AVAILABLE
FOR BENEFITS $5,212,130 $4,578,281 $10,231,815 $737,685 $171,914 $1,028,996 $2,656,416
-------------------------------------------------------------------------------------------------
<CAPTION>
December 31, 1998
-----------------
Participant Directed Profit Sharing & 401(k)
--------------------------------------------
Financial Self-
Institution Directed Holding
Fund Accounts Account Total
----------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
Investments at fair value:
Common stock $1,167,091 $193,960 $ $13,686,365
Preferred stock 22,450 56,125
Shares of registered
investment companies 8,382,379
Corporate bonds, notes and
commercial paper 30,000 20,000 1,681,210
Short-term investments 15,578 3,110 620,103 1,690,755
Notes receivable, participants 171,914
Taxable municipal bonds 102,030
U.S. Treasury and federal
agency securities 81,000
Notes receivable, other 66,594
Other 4,105 4,105
----------------------------------------------------
1,235,119 221,175 620,103 25,922,477
----------------------------------------------------
Receivables:
Interfund (payable)/receivable 34,631 (622,837)
Accrued interest and dividends 53 10 2,334 157,915
Employers' contribution
Participants' contributions 1,613 29,099
Other (50) 400 362
----------------------------------------------------
36,297 (40) (620,103) 187,376
----------------------------------------------------
TOTAL ASSETS 1,271,416 221,135 26,109,853
----------------------------------------------------
LIABILITIES
Cash overdraft 65
----------------------------------------------------
TOTAL LIABILITIES 65
----------------------------------------------------
NET ASSETS AVAILABLE
FOR BENEFITS $1,271,416 $221,135 $ $26,109,788
----------------------------------------------------
</TABLE>
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
NOTE 7. STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, BY FUND (CONTINUED)
<TABLE>
<CAPTION>
December 31, 1997
-----------------
Participant Directed Profit Sharing & 401(k)
--------------------------------------------
Equity FBC S&P 500
Balanced Growth Stock CD Loan International Index
Fund Fund Fund Fund Account Fund Fund
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value:
Common stock $1,898,651 $ $7,301,800 $ $ $ $
Shares of registered
investment companies 446,126 3,336,954 954,032 1,556,849
Corporate bonds, notes and
commercial paper 1,232,751
Short-term investments 124,359 90,340 45,292 336,491 26,116 246
Taxable municipal bonds 175,550
U.S. Treasury and federal
agency securities 70,459
Notes receivable, participants 209,730
Notes receivable, other 79,236
----------------------------------------------------------------------------------------------
4,027,132 3,427,294 7,347,092 336,491 209,730 980,148 1,557,095
----------------------------------------------------------------------------------------------
Receivables:
Interfund (payable)/receivable (9,428) 3,438 244 239 2,049 2,159
Accrued interest and dividends 51,160 129,034 1,594 65 56,860 327
Employers' contribution 97,518 134,445 221,394 8,553 54,036 61,718
Participants' contributions 5,421 14,142 32,224 753 3,374
Other 1,223 87
----------------------------------------------------------------------------------------------
144,671 281,059 256,679 9,697 116,319 64,204
----------------------------------------------------------------------------------------------
TOTAL ASSETS 4,171,803 3,708,353 7,603,771 346,188 209,730 1,096,467 1,621,299
----------------------------------------------------------------------------------------------
LIABILITIES
Cash overdraft 1,757
Other
----------------------------------------------------------------------------------------------
TOTAL LIABILITIES 1,757
----------------------------------------------------------------------------------------------
NET ASSETS AVAILABLE
FOR BENEFITS $4,171,803 $3,708,353 $7,603,771 $344,431 $209,730 $1,096,467 $1,621,299
----------------------------------------------------------------------------------------------
<CAPTION>
December 31, 1997
-----------------
Participant Directed Profit Sharing & 401(k)
--------------------------------------------
Financial Self-
Institution Directed Holding
Fund Accounts Account Total
-------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
Investments at fair value:
Common stock $ 994,089 $199,315 $ $10,393,855
Shares of registered
investment companies 35,311 6,329,272
Corporate bonds, notes and
commercial paper 1,232,751
Short-term investments 30,124 5,061 2,905 660,934
Taxable municipal bonds 175,550
U.S. Treasury and federal
agency securities 70,459
Notes receivable, participants 209,730
Notes receivable, other 79,236
-------------------------------------------------
1,024,213 239,687 2,905 19,151,787
-------------------------------------------------
Receivables:
Interfund (payable)/receivable 1,299
Accrued interest and dividends 1,033 1,712 14 241,799
Employers' contribution 25,172 602,836
Participants' contributions 55,914
Other 1,310
-------------------------------------------------
27,504 1,712 14 901,859
-------------------------------------------------
TOTAL ASSETS 1,051,717 241,399 2,919 20,053,646
-------------------------------------------------
LIABILITIES
Cash overdraft 1,757
Other
-------------------------------------------------
TOTAL LIABILITIES 1,757
-------------------------------------------------
NET ASSETS AVAILABLE
FOR BENEFITS $1,051,717 $241,399 $2,919 $20,051,889
-------------------------------------------------
</TABLE>
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, BY FUND
<TABLE>
<CAPTION>
Year Ended December 31, 1998
----------------------------
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 (depreciation)
in fair value of investments $ 729,132 $ 670,819 $ 2,557,305 $ $ $ 170,758
Interest and dividends 109,324 26,536 230,545 27,812 18,507 7,839
-------------------------------------------------------------------------------
838,456 697,355 2,787,850 27,812 18,507 178,597
-------------------------------------------------------------------------------
Contributions:
Employers 92,844 144,884 252,088 13,378 28,777
Employees 103,199 208,823 324,391 12,109 33,953
Employee contributions
representing transfers
from another qualified
retirement trust 130,807 133,738 55,217 6,476
-------------------------------------------------------------------------------
326,850 487,445 631,696 25,487 69,206
-------------------------------------------------------------------------------
TOTAL ADDITIONS 1,165,306 1,184,800 3,419,546 53,299 18,507 247,803
-------------------------------------------------------------------------------
Deductions from net assets attributed to:
Benefits paid to participants 163,555 119,693 230,980 2,427 1,695 37,960
Administrative expenses 30,768 28,998 65,974 3,098 6,110
-------------------------------------------------------------------------------
TOTAL DEDUCTIONS 194,323 148,691 296,954 5,525 1,695 44,070
-------------------------------------------------------------------------------
Net participants' transfers between funds 75,417 (168,219) (497,238) 345,144 (54,628) (271,455)
Net forfeitures (6,073) 2,038 2,690 336 251
-------------------------------------------------------------------------------
69,344 (166,181) (494,548) 345,480 (54,628) (271,204)
-------------------------------------------------------------------------------
NET INCREASE (DECREASE) 1,040,327 869,928 2,628,044 393,254 (37,816) (67,471)
Net assets available for benefits:
Beginning of year 4,171,803 3,708,353 7,603,771 344,431 209,730 1,096,467
-------------------------------------------------------------------------------
End of year $5,212,130 $4,578,281 $10,231,815 $737,685 $171,914 $1,028,996
-------------------------------------------------------------------------------
<CAPTION>
Year Ended December 31, 1998
----------------------------
Participant Directed Profit Sharing & 401(k)
--------------------------------------------
S&P 500 Financial Self-
Index Institution Directed Holding
Fund Fund Accounts Account Total
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation)
in fair value of investments $ 486,008 $ (106,145) $(27,120) $ $ 4,480,757
Interest and dividends 23,016 29,317 3,677 25 476,598
------------------------------------------------------------
509,024 (76,828) (23,443) 25 4,957,355
------------------------------------------------------------
Contributions:
Employers 56,228 34,391 622,590
Employees 61,818 48,492 792,785
Employee contributions
representing transfers
from another qualified
retirement trust 64,279 33,101 3,876 427,494
------------------------------------------------------------
182,325 115,984 3,876 1,842,869
------------------------------------------------------------
TOTAL ADDITIONS 691,349 39,156 (19,567) 25 6,800,224
------------------------------------------------------------
Deductions from net assets attributed to:
Benefits paid to participants 19,945 5,429 581,684
Administrative expenses 11,458 13,538 697 160,641
------------------------------------------------------------
TOTAL DEDUCTIONS 31,403 18,967 697 742,325
------------------------------------------------------------
Net participants' transfers between funds 374,516 199,407 (2,944)
Net forfeitures 655 103
------------------------------------------------------------
375,171 199,510 (2,944)
------------------------------------------------------------
NET INCREASE (DECREASE) 1,035,117 219,699 (20,264) (2,919) 6,057,899
Net assets available for benefits:
Beginning of year 1,621,299 1,051,717 241,399 2,919 20,051,889
------------------------------------------------------------
End of year $2,656,416 $1,271,416 $221,135 $ $$26,109,788
------------------------------------------------------------
</TABLE>
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
NOTE 8. STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, BY FUND
(CONTINUED)
<TABLE>
<CAPTION>
Year Ended December 31, 1997
----------------------------
Participant Directed Profit Sharing & 401(k)
--------------------------------------------
Equity FBC S&P 500
Balanced Growth Stock CD Loan International Index
Fund Fund Fund Fund Account Fund Fund
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation)
in fair value of investments $ 68,057 $ 441,664 $1,115,294 $ $ $ (3,198) $ 29,491
Interest and dividends 59,402 33,980 151,576 9,464 12,865 9,312 7,802
-----------------------------------------------------------------------------------
127,459 475,644 1,266,870 9,464 12,865 6,114 37,293
-----------------------------------------------------------------------------------
Contributions:
Employers 96,515 134,832 222,339 8,690 54,035 61,719
Employees 68,890 180,634 400,681 9,287 43,146
Employee contributions
representing transfers
from another qualified
retirement trust
-----------------------------------------------------------------------------------
165,405 315,466 623,020 17,977 97,181 61,719
-----------------------------------------------------------------------------------
TOTAL ADDITIONS 292,864 791,110 1,889,890 27,441 12,865 103,295 99,012
-----------------------------------------------------------------------------------
Deductions from net assets attributed to:
Benefits paid to participants 123,210 35,994 105,223 14,870 1,039 810
Administrative expenses 5,973 7,851 16,234 2,363 2,649 1,858
-----------------------------------------------------------------------------------
TOTAL DEDUCTIONS 129,183 43,845 121,457 17,233 3,688 2,668
-----------------------------------------------------------------------------------
Net participants' transfers between funds 3,038,678 1,369,790 1,474,778 205,428 196,865 995,879 1,521,727
Net forfeitures (10,364) 3,438 1,179 239 981 3,228
-----------------------------------------------------------------------------------
3,028,314 1,373,228 1,475,957 205,667 196,865 996,860 1,524,955
-----------------------------------------------------------------------------------
NET INCREASE (DECREASE) 3,191,995 2,120,493 3,244,390 215,875 209,730 1,096,467 1,621,299
Net assets available for benefits:
Beginning of year 979,808 1,587,860 4,359,381 128,556
-----------------------------------------------------------------------------------
End of year $4,171,803 $3,708,353 $7,603,771 $344,431 $209,730 $1,096,467 $1,621,299
-----------------------------------------------------------------------------------
<CAPTION>
Year Ended December 31, 1997
----------------------------
Participant Directed Profit Sharing & 401(k)
--------------------------------------------
Financial Self-
Institution Directed Holding
Fund Accounts Account Total
--------------------------------------------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation)
in fair value of investments $ 106,676 $ 74,966 $ 1,297,773 $ 3,130,723
Interest and dividends 4,278 6,209 225,862 520,750
--------------------------------------------------
110,954 81,175 1,523,635 3,651,473
--------------------------------------------------
Contributions:
Employers 25,171 603,301
Employees 702,638
Employee contributions
representing transfers
from another qualified
retirement trust 2,846 2,846
--------------------------------------------------
25,171 2,846 1,308,785
--------------------------------------------------
TOTAL ADDITIONS 136,125 81,175 1,526,481 4,960,258
--------------------------------------------------
Deductions from net assets attributed to:
Benefits paid to participants 611,409 892,555
Administrative expenses 1,815 499 64,340 103,582
--------------------------------------------------
TOTAL DEDUCTIONS 1,815 499 675,749 996,137
--------------------------------------------------
Net participants' transfers between funds 916,108 160,723 (9,879,976)
Net forfeitures 1,299
--------------------------------------------------
917,407 160,723 (9,879,976)
--------------------------------------------------
NET INCREASE (DECREASE) 1,051,717 241,399 (9,029,244) 3,964,121
Net assets available for benefits:
Beginning of year 9,032,163 16,087,768
--------------------------------------------------
End of year $1,051,717 $241,399 $ 2,919 $$20,051,889
--------------------------------------------------
</TABLE>
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
NOTE 8. 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 $ 859,577 $ 59,185 $ 195,772 $ 746,682 $ $ 1,861,216
Interest and dividends 314,456 32,253 18,615 124,468 7,391 497,183
---------- -------------------------------------------------------------
1,174,033 91,438 214,387 871,150 7,391 2,358,399
---------- -------------------------------------------------------------
Contributions:
Employers 291,750 29,329 56,159 110,544 3,418 491,200
Employees 96,957 181,894 359,792 11,778 650,421
Employee contributions representing transfers
from another qualified retirement trust 139,992 139,992
---------- -------------------------------------------------------------
431,742 126,286 238,053 470,336 15,196 1,281,613
---------- -------------------------------------------------------------
TOTAL ADDITIONS 1,605,775 217,724 452,440 1,341,486 22,587 3,640,012
---------- -------------------------------------------------------------
Deductions from net assets attributed to:
Benefits paid to participants 338,763 25,900 32,566 96,513 15,899 509,641
Administrative expenses 68,294 2,500 4,470 10,187 357 85,808
---------- -------------------------------------------------------------
TOTAL DEDUCTIONS 407,057 28,400 37,036 106,700 16,256 595,449
---------- -------------------------------------------------------------
Net participants' transfers between funds 143,102 377,662 (328,086) (192,678)
---------- -------------------------------------------------------------
NET INCREASE (DECREASE) 1,198,718 332,426 793,066 906,700 (186,347) 3,044,563
Net assets available for benefits:
Beginning of year 7,833,445 647,382 794,794 3,452,681 314,903 13,043,205
---------- -------------------------------------------------------------
End of year $9,032,163 $979,808 $1,587,860 $4,359,381 $ 128,556 $16,087,768
---------- -------------------------------------------------------------
</TABLE>
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Number Current
Description of Shares Cost Value
- ----------------------------------------------------- ------------ ---------- -----------
<S> <C> <C> <C>
COMMON STOCKS
Abbott Laboratories 1,068 $ 33,827 $ 52,332
Airtouch Communications 200 4,491 14,488
Amcore Financial, Inc. 2,850 71,569 64,481
American Home Products, Inc. 1,400 52,570 78,925
American International Group 802 54,459 78,095
Apollo Group A 1,600 50,800 48,400
Associated Banc-Corp. 1,307 26,964 42,641
Bank One Corp. 1,020 51,496 52,084
BankAmerica Corp. New 471 34,661 29,084
BankAmerica Corp. New 1,000 56,788 61,750
BankBoston Corp. 884 37,055 34,421
BankIllinois Financial Corp. (Central
Illinois Financial) 110 1,347 2,365
BankIllinois Financial Corp. (Central
Illinois Financial) 441 5,400 9,482
BankIllinois Financial Corp. (Central
Illinois Financial) 1,300 29,250 27,950
Boeing Co. 1,032 47,982 32,895
Brenton Banks 2,725 52,023 45,644
Bristol Myers Squibb Co. 680 59,275 90,993
Cisco Systems, Inc. 1,440 54,703 133,560
Citizens Banking Corp. 2,000 61,000 66,500
Citizens First Financial Corp. 1,750 17,500 24,281
CNB Bancshares, Inc. 1,284 56,040 59,867
Colorado Business Bankshares, Inc. 600 9,033 6,450
Commercial Net Lease Realty Inc. 500 6,103 6,625
Community 1st Bankshares Inc. 2,680 65,725 56,448
Corus Bankshares 1,300 52,163 41,925
Cypress Bioscience Warrants (exp. 10/1/01) 3,125 4,688
Disney (Walt) Co. 1,896 52,836 56,880
Du Pont (E.I.) De Nemours & Co. 868 49,751 46,058
Earthlink Network, Inc. 100 6,048 5,963
Emerson Electric Co. 960 52,476 58,080
---------- -----------
COMMON STOCKS SUBTOTAL $1,153,335 $ 1,333,355
---------- -----------
</TABLE>
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Number Current
Description of Shares Cost Value
- ----------------------------------------------------- ------------ ---------- -----------
<S> <C> <C> <C>
COMMON STOCKS BROUGHT FORWARD $1,153,335 $ 1,333,355
Federal National Mortgage Association 672 33,939 49,728
* First Busey Corporation, Class A 544,537 5,505,550 9,937,800
* First Busey Corporation, Class A 400 4,588 7,300
First Data Corp. 1,850 53,373 58,969
First Merchants Corp. 1,800 48,000 47,025
F.N.B. Corporation 937 9,974 26,236
General Electric Co. 832 55,484 84,864
Gillette Co. 1,328 60,195 63,495
Greenpoint Financial Corp. 900 10,667 31,613
Harbor Florida Bancshares Inc. 2,403 5,330 26,358
Harbor Florida Bancshares Inc. 5,009 14,691 54,942
Hartford Life Class A 1,000 54,100 58,250
Health Management Associates Class A 3,240 51,584 70,065
Hewlett-Packard Co. 858 54,039 58,612
Home Depot Inc. 1,432 39,995 87,621
Intel Corp. 452 34,006 53,901
Intervest Bancshares Corp. 2,000 20,000 17,500
Intervest Bancshares Corp. 3,000 36,800 26,250
Intervest Bancshares Corp. Warrants (Exp. 12/31/02) 2,000
Kohl's Corp. 1,712 56,663 105,181
MAF Bancorp, Inc. 3,798 69,002 95,900
Mahaska Investment Co. 500 4,500 8,375
Mahaska Investment Co. 2,600 58,825 43,550
May Department Stores Co. 960 52,476 57,960
McDonald's Corp. 1,046 48,735 81,980
Megabank Financial Corp. 1,000 11,000 9,500
Microsoft Corporation 780 52,059 108,420
Mobil Corp. 892 65,217 77,716
National City Bancorp. 3,113 83,345 79,382
National City Corp. 862 51,507 62,495
Pepsico 1,474 53,949 60,250
Pitney Bowes Inc. 956 51,122 63,156
Procter & Gamble 684 46,941 62,458
Republic Security Financial Corp. 419 1,881 4,766
Royal Dutch Petroleum 1.25 Guilder Shares 960 51,516 45,960
---------- -----------
COMMON STOCKS SUBTOTAL $8,004,388 $13,060,933
---------- -----------
<FN>
* Represents party-in-interest transaction.
</TABLE>
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Number Current
Description of Shares Cost Value
- ----------------------------------------------------- ------------ ---------- -----------
<S> <C> <C> <C>
COMMON STOCKS BROUGHT FORWARD $8,004,388 $13,060,933
Schering-Plough Corp. 800 23,906 44,200
Smithkline Beecham PLC ADR (Ord. A) 650 39,593 45,175
Southside Bancshares Corp. 6,000 78,500 79,500
Staples, Inc. 1,710 52,003 73,530
State Street Corp. 1,053 59,398 73,836
Summit Bancshares Inc. 3,130 56,260 57,905
Union Bancorp Inc. 3,035 55,984 50,836
W. Bancorporation Inc. CDT-CAP 3,400 58,025 71,400
Wal-Mart Stores, Inc. 800 52,880 65,150
Wells Fargo & Co. New 1,600 52,110 63,900
---------- -----------
TOTAL COMMON STOCKS $8,533,047 $13,686,365
---------- -----------
PREFERRED STOCKS
CNB CAP TR I GTD CONV. PFD 1,200 $ 30,000 $ 33,675
CNB CAP TR I GTD CONV. PFD 800 20,000 22,450
---------- -----------
TOTAL PREFERRED STOCKS $ 50,000 $ 56,125
---------- -----------
SHARES OF REGISTERED INVESTMENT COMPANIES
Federated Max-Cap Fund #39 101,964.960 $2,205,385 $ 2,587,871
Fidelity Advisor Equity Growth Class I 1,746.872 59,033 101,388
Fidelity Advisor Equity Growth Class I 12,585.083 636,193 730,438
Fidelity Advisor Small Cap - Class I 4,444.445 50,000 61,778
Invesco Dynamics 3,540.139 58,200 55,934
Invesco Dynamics 48,910.159 636,002 772,781
Janus Fund 2,696.241 58,831 90,729
Janus Fund 24,540.426 635,925 825,785
Mutual Shares Fund 3,367.510 58,602 65,801
Mutual Shares Fund 29,467.049 655,871 575,786
Nicholas Fund, Inc. 1,046.410 59,552 89,803
Nicholas Fund, Inc. 7,654.942 666,414 656,947
Scudder International Fund 9,234.980 467,974 455,100
T. Rowe Price International Stock Fund 33,124.767 476,540 491,240
Wm. Blair Growth Fund 5,283.977 66,000 94,953
Wm. Blair Growth Fund 40,403.166 662,496 726,045
---------- -----------
TOTAL SHARES OF REGISTERED
INVESTMENT COMPANIES $7,453,018 $ 8,382,379
---------- -----------
</TABLE>
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Number of
Shares or
Principal Current
Description Amount Cost Value
- ----------------------------------------------------- ------------ ---------- -----------
<S> <C> <C> <C>
CORPORATE BONDS, NOTES AND COMMERCIAL PAPER
American General Corp., 6.250%, due
March 15, 2003 $ 100,000 $ 95,916 $ 101,750
Associates Corp. NA, 6.000%, due
December 1, 2002 50,000 51,011 50,719
BankAmerica Corp., 6.625%, due May 30, 2001 125,000 126,656 128,047
Bear Stearns Co., Inc., 6.700%, due August 1, 2003 100,000 101,164 102,625
Bears Stearns Co., Inc., 6.125%,
due February 1, 2003 100,000 100,509 100,312
Bear Stearns Co., Inc., 6.500%, due June 15, 2000 50,000 50,495 50,531
BellSouth Telecommunications Inc., 6.500%,
due February 1, 2000 25,000 25,047 25,390
Chemical Bank, 6.625%, due August 15, 2005 50,000 51,271 52,391
CIT Group Holdings, Inc., 5.625%, due
February 1, 2001 25,000 23,741 25,062
Citicorp, 6.375%, due January 15, 2006 100,000 103,606 102,656
Ford Motor Credit Corp., 6.125%, due
January 9, 2006 50,000 50,334 51,000
H. J. Heinz Co., 6.750%, due October 15, 1999 25,000 25,606 25,313
Household Finance Corp., 5.875%, due
September 25, 2004 50,000 50,157 50,250
Intervest Bancshares Corp., 8.000%, due July 1, 2008 20,000 20,000 20,000
Intervest Bancshares Corp., 8.000%, due July 1, 2008 30,000 30,000 30,000
Merrill Lynch & Co. Inc., 6.000%, due
July 15, 2005 50,000 50,163 50,563
Merrill Lynch & Co. Inc., 6.000%, due
November 15, 2004 50,000 50,725 50,797
Merrill Lynch & Co. Inc., 6.550%, due
August 1, 2004 50,000 50,811 51,828
Morgan Stanley DW Discover, 6.375%, due
August 1, 2002 150,000 150,613 153,141
NationsBank Corp., 6.125%, due July 15, 2004 50,000 50,670 51,250
NationsBank Corp., 6.375%, May 15, 2005 100,000 100,868 103,531
Norwest Corp., 6.800%, due May 15, 2002 25,000 24,880 25,930
Norwest Financial Inc., 6.200%, due
September 15, 1999 175,000 175,642 175,766
---------- -----------
CORPORATE BONDS, NOTES AND
COMMERCIAL PAPER SUBTOTAL 1,559,885 1,578,852
---------- -----------
</TABLE>
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Principal Current
Description Amount Cost Value
- ----------------------------------------------------- ------------ ---------- -----------
<S> <C> <C> <C>
CORPORATE BONDS, NOTES AND
COMMERCIAL PAPER BROUGHT FORWARD $1,559,885 $ 1,578,852
Pepsico Inc., 6.250%, due September 1, 1999 25,000 24,986 25,179
St. Paul Companies, Inc., 6.170%, due
January 15, 2001 50,000 50,485 50,484
St. Paul Companies, Inc., 7.970%, due May 20, 2002 25,000 25,371 26,695
---------- -----------
TOTAL CORPORATE BONDS, NOTES AND
COMMERCIAL PAPER $1,660,727 $ 1,681,210
---------- -----------
SHORT-TERM INVESTMENTS
* Certificate of Deposit, Busey Bank,
5.000%, due December 31, 1999 $ 696,206 $ 696,206 $ 696,206
Northern Institutional Government Select Portfolio 30,306 30,306 30,306
Northern Institutional Government Select Portfolio 227,146 227,146 227,146
Northern Institutional Government Select Portfolio 620,102 620,102 620,102
Northern Institutional Government Select Portfolio 87,846 87,846 87,846
Northern Institutional Government Select Portfolio 1,936 1,936 1,936
Northern Institutional Government Select Portfolio 1,174 1,174 1,174
Northern Institutional Government Select Portfolio 1,919 1,919 1,919
Northern Institutional Government Select Portfolio 15,578 15,578 15,578
Northern Institutional Government Select Portfolio 8,542 8,542 8,542
---------- -----------
TOTAL SHORT-TERM INVESTMENTS $1,690,755 $ 1,690,755
---------- -----------
NOTES RECEIVABLE, Participants
Participant, 8.500%, due September 15, 2001 $ 3,154 $ 3,154 $ 3,154
Participant, 8.500%, due September 15, 2003 5,756 5,756 5,756
Participant, 8.500%, due September 15, 2003 16,310 16,310 16,310
Participant, 8.500%, due September 15, 2003 1,311 1,311 1,311
Participant, 8.0005, due October 15, 2003 4,863 4,863 4,863
Participant, 8.000%, due October 15, 2001 789 789 789
Participant, 8.000%, due October 15, 2003 1,455 1,455 1,455
Participant, 8.000%, due November 15, 2001 975 975 975
Participant, 7.500%, due September 15, 2001 3,193 3,193 3,193
Participant, 10.000%, due February 15, 1999 1,043 1,043 1,043
Participant, 9.000%, due June 15, 2000 2,006 2,006 2,006
Participant, 8.500%, due January 15, 2001 4,674 4,674 4,674
---------- -----------
NOTES RECEIVABLE, PARTICIPANTS, SUBTOTAL 45,529 45,529
<FN>
* Represents party-in-interest transaction.
</TABLE>
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Principal Current
Description Amount Cost Value
- ----------------------------------------------------- ------------ ---------- -----------
<S> <C> <C> <C>
NOTES RECEIVABLE, PARTICIPANTS,
BROUGHT FORWARD $ 45,529 $ 45,529
Participant, 8.250%, due April 15, 1999 233 233 233
Participant, 8.250%, due April 15, 1999 233 233 233
Participant, 8.250%, due June 15, 1999 231 231 231
Participant, 8.250%, due July 15, 1999 184 184 184
Participant, 8.250%, due July 15, 2001 10,955 10,955 10,955
Participant, 8.250%, due August 15, 1999 321 321 321
Participant, 8.250%, due October 15, 2001 4,305 4,305 4,305
Participant, 8.250%, due October 15, 1999 1,287 1,287 1,287
Participant, 8.250%, due December 15, 1999 930 930 930
Participant, 8.250%, due December 15, 2000 1,625 1,625 1,625
Participant, 8.250%, due January 15, 2000 1,949 1,949 1,949
Participant, 8.500%, due May 15, 2000 2,380 2,380 2,380
Participant, 8.500%, due May 15, 2000 1,475 1,475 1,475
Participant, 8.500%, due May 15, 2000 714 714 714
Participant, 8.500%, due May 15, 2002 4,275 4,275 4,275
Participant, 8.500%, due June 15, 2002 7,278 7,278 7,278
Participant, 8.500%, due July 15, 2000 1,063 1,063 1,063
Participant, 8.500%, due July 15, 2000 798 798 798
Participant, 8.500%, due August 15, 2000 615 615 615
Participant, 8.500%, due September 15, 2007 19,935 19,935 19,935
Participant, 8.500%, due November 15, 2000 1,282 1,282 1,282
Participant, 8.500%, due December 15, 2002 4,743 4,743 4,743
Participant, 8.500%, due February 15, 2001 2,739 2,739 2,739
Participant, 8.500%, due January 15, 2001 1,298 1,298 1,298
Participant, 8.500%, due February 15, 2001 1,226 1,226 1,226
Participant, 8.500%, due January 15, 2001 3,605 3,605 3,605
Participant, 8.500%, due March 15, 2003 5,516 5,516 5,516
Participant, 8.500%, due March 15, 2001 812 812 812
Participant, 8.500%, due March 15, 2001 1,933 1,933 1,933
Participant, 8.500%, due April 15, 2008 4,754 4,754 4,754
Participant, 8.500%, due June 15, 2001 3,135 3,135 3,135
Participant, 8.500%, due June 15, 2001 2,551 2,551 2,551
Participant, 8.500%, due July 15, 2003 4,769 4,769 4,769
---------- -----------
NOTES RECEIVABLE, PARTICIPANTS, SUBTOTAL 144,678 144,678
---------- -----------
</TABLE>
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Principal Current
Description Amount Cost Value
- ----------------------------------------------------- ------------ ---------- -----------
<S> <C> <C> <C>
NOTES RECEIVABLE, PARTICIPANTS,
BROUGHT FORWARD $ 144,678 $ 144,678
Participant, 8.500%, due July 15, 2001 3,058 3,058 3,058
Participant, 8.500%, due July 15, 2001 2,551 2,551 2,551
Participant, 8.500%, due July 15, 2008 7,678 7,678 7,678
Participant, 8.500%, due July 15, 2001 3,065 3,065 3,065
Participant, 8.500%, due August 15, 2003 10,884 10,884 10,884
---------- -----------
TOTAL, NOTES RECEIVABLE, PARTICIPANTS $ 171,914 $ 171,914
---------- -----------
TAXABLE MUNICIPAL BONDS
Beaver Dam, WI prom nts, 6.300%, due
September 1, 2000 $ 100,000 $ 100,119 $ 102,030
---------- -----------
U.S. TREASURY AND FEDERAL AGENCY SECURITIES
FEDERAL FARM CREDIT BANK BOND
6.190%, due February 3, 2000 $ 80,000 $ 80,795 $ 81,000
---------- -----------
NOTES RECEIVABLE, Other
First National Bank Land Trust,
7.200%, due April 8, 2003 $ 66,594 $ 66,594 $ 66,594
---------- -----------
OTHER
New England Life Insurance policy 1 $ 4,105 $ 4,105
---------- -----------
</TABLE>
<PAGE>
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
LINE 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
<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>
* First Busey Class A common stock $1,297,591 $ $ $ $1,297,591 $1,297,591 $
Corporation
* First Busey Class A common stock 1,218,896 293,106 1,218,896 925,790
Corporation
Federated Federated Max Cap Fund #39 1,451,676 1,451,676 1,451,676
Investors
Northern Northern Institutional 1,680,214 1,680,214 1,680,214
Trust Government Select
Company Portfolio
Northern Northern Institutional 1,692,155 1,692,155 1,692,155
Trust Government Select
Company Portfolio
<FN>
* = Represents party-in-interest transaction.
</TABLE>
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
PARTY IN INTEREST TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Transaction
Description of Transaction Amount
- --------------------------------------------------------------------------
<S> <C>
Management fees paid to First Busey Trust & Investment Co. $ 116,206
Purchases of Busey Bank certificates of deposit 365,946
Maturities of Busey Bank certificates of deposit 6,319
Purchases of First Busey Corporation Class A common stock 1,297,591
Sales of First Busey Corporation Class A common stock 1,218,896
</TABLE>
<PAGE>
To the Trustees and Audit Committee
First Busey Corporation Profit Sharing Plan and Trust
Urbana, Illinois
This letter is intended to inform the Trustees and Audit Committee of First
Busey Corporation Profit Sharing Plan and Trust about significant matters
relating to the conduct of the annual audit so that you can appropriately
discharge your oversight responsibility, and that we comply with our
professional responsibilities to the Trustees and Audit Committee.
The following summarize various matters which must be communicated to you under
generally accepted auditing standards.
The Auditor's Responsibility Under Generally Accepted Auditing Standards
- ------------------------------------------------------------------------
Our audit of the financial statements of First Busey Corporation Profit Sharing
Plan and Trust for the year ended December 31, 1998 was conducted 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, whether caused by error,
fraudulent financial reporting or misappropriation of assets. 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. Accordingly, the audit
was designed to obtain reasonable, rather than absolute, assurance about the
financial statements. We believe that our audit accomplished that objective.
Significant Accounting Policies
- -------------------------------
The Trustees and Audit Committee 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.
Significant or Unusual Transactions
- -----------------------------------
We did not identify any significant or unusual transactions or significant
accounting policies in controversial or emerging areas for which there is a lack
of authoritative guidance or consensus.
<PAGE>
Other Information
- -----------------
We are not aware of any other documents that contain the audited financial
statements. If such documents were to be published, we would have a
responsibility to determine that such financial data was not inconsistent with
the audited financial statements.
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, the scope of the audit or significant disclosures to be
included in the financial statements.
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 considered this information in
the scope of our audit.
Significant Audit Adjustments
- -----------------------------
There were no audit adjustments made from the original trial balances presented
to us to begin our audit.
Consultation with Other Accountants
- -----------------------------------
We are not aware of any consultations management had with other accountants
about accounting or auditing matters.
Major Issues Discussed with Management Prior to Retention
- ---------------------------------------------------------
No major issues were discussed with management prior to our retention to perform
the aforementioned audit.
Difficulties Encountered in Performing the Audit
- ------------------------------------------------
We did not encounter any difficulties in dealing with management relating to the
performance of the audit.
Management Advisory Services Performed
- --------------------------------------
We performed no management advisory services during the year ended December 31,
1998.
This report is intended solely for the information and use of the Trustees and
Audit Committee of First Busey Corporation Profit Sharing Plan and Trust and is
not intended to be and should not be used by anyone other than the specified
parties. After you have had an opportunity to review this memorandum, we would
be pleased to discuss the matters contained herein with you.
Champaign, Illinois
June 28, 1999
<PAGE>
To the Trustees
First Busey Corporation Profit Sharing
Plan and Trust and Employees' Stock
Ownership Plan and Trust
Urbana, Illinois
In planning and performing our audits of the financial statements for First
Busey Corporation Profit Sharing Plan and Trust and Employees' Stock Ownership
Plan and Trust for the years ended December 31, 1998, we noted one matter that
warrants additional consideration. This matter is offered as a constructive
suggestion to management as part of the ongoing process of modifying and
improving accounting control and other financial and administrative practices
and procedures.
YEAR 2000 ISSUE
As the new millennium approaches, many issues could potentially affect a Plan's
ability to be successful in the future. One issue that is receiving ever
increasing attention is the Year 2000 issue. The Year 2000 Issue has been
defined as the potential failure of the Plan's information systems to provide
accurate calculations beyond December 31, 1999 and the potential impact that
this could have on a Plan's ability to prepare reliable financial statements and
operate successfully. Management of the sponsor has informed us that they are
in the process of developing and implementing a Year 2000 compliance plan.
We commend the Plans' progress in ensuring the accuracy of its information
systems and encourage you to continue with your Year 2000 Issue project plan to
ensure that all of the Plans' information systems have been appropriately
modified and tested well before January 1, 2000. In addition, we would also
like to remind the Plans to consider implementing procedures to ensure the
accuracy of information received from all vendors, customers, and other third
party organizations who also must become Year 2000 compliant.
Because of the potential consequences if the Plans do not become Year 2000
compliant on time, we suggest management provide to the Plan Administrators
updates about the progress of the Plan's Year 2000 compliance efforts.
This report is intended solely for the information and use of the Plan Trustees,
management, and others within the sponsoring organization.
Champaign, Illinois
June 14, 1999
<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 June 14, 1999 on our audits of the financial
statements of First Busey Corporation Profit Sharing Plan and Trust as of
December 31, 1998 and 1997, and for each of the years in the three-year period
ended December 31, 1998 and supporting schedules as of December 31, 1998, which
is included in the Annual Report on Form 11-K for the year ended December 31,
1998.
McGLADREY & PULLEN, LLP
Champaign, Illinois
June 28, 1999
<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, 1998
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
<PAGE>
FIRST BUSEY CORPORATION
EMPLOYEES' STOCK OWNERSHIP PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
<PAGE>
CONTENTS
- -------------------------------------------------------------------------------
INDEPENDENT AUDITOR'S REPORT
ON THE FINANCIAL STATEMENTS 1
- -------------------------------------------------------------------------------
FINANCIAL STATEMENTS
Statements of net assets available for benefits 2
Statements of changes in net assets available for benefits 3 and 4
Notes to financial statements 5 - 9
- -------------------------------------------------------------------------------
SUPPLEMENTARY INFORMATION
Line 27a - Schedule of assets held for investment purposes 10
Line 27d - Schedule of reportable transactions 11
Party in interest transactions 12
- -------------------------------------------------------------------------------
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Administrative Committee and Participants
FIRST BUSEY CORPORATION EMPLOYEES'
STOCK OWNERSHIP PLAN
Urbana, Illinois
We have audited the accompanying statements of net assets available for benefits
of FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN as of December 31,
1998 and 1997, 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, 1998.
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 as of December 31, 1998 and 1997,
and the changes in net assets available for benefits for each of the years in
the three-year period ended December 31, 1998, in conformity with generally
accepted accounting principles.
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
June 14, 1999
<PAGE>
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
------------------------------------------ ------------------------------------------
ALLOCATED UNALLOCATED TOTAL Allocated Unallocated Total
------------------------------------------ ------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash $ 3,383 $ $ 3,383 $ $ $
Money market
fund 26,501 26,501 2,864 2,864
Accounts
receivable 91 91 2,212 2,212
Investment in
First Busey
Corporation
Class A
common stock,
stock, at
fair value 14,566,688 1,173,207 15,739,895 10,610,927 1,492,868 12,103,795
------------------------------------------ ------------------------------------------
TOTAL ASSETS $14,596,663 $1,173,207 $15,769,870 $10,616,003 $1,492,868 $12,108,871
------------------------------------------ ------------------------------------------
LIABILITIES
Notes payable 400,000 400,000 550,000 550,000
------------------------------------------ ------------------------------------------
TOTAL LIABILITIES 400,000 400,000 550,000 550,000
------------------------------------------ ------------------------------------------
NET ASSETS
AVAILABLE
FOR PLAN
BENEFITS $14,596,663 $ 773,207 $15,369,870 $10,616,003 $ 942,868 $11,558,871
------------------------------------------ ------------------------------------------
<FN>
See Notes to Financial Statements.
</TABLE>
<PAGE>
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998
------------------------------------
Allocated Unallocated Total
------------------------------------
<S> <C> <C> <C>
Investment income:
Net change in unrealized appreciation in fair
value of investments $ 3,392,511 $ 488,559 $ 3,881,070
Interest 554 554
Dividends 338,572 338,572
Employer contributions 96,000 150,000 246,000
Allocation of First Busey Corporation Class A common
stock, at fair value
1998 - 44,286 shares 808,220 808,220
1997 - 59,048 shares
1996 - 73,812 shares
------------------------------------
TOTAL ADDITIONS 4,635,857 638,559 5,274,416
------------------------------------
Interest expense 39,561 39,561
Administrative expenses 75,829 75,829
Distributions to participants
Cash 878 878
Stock 1998 - 17,816 shares 244,970 244,970
Stock 1997 - 21,264 shares
Stock 1996 - 27,990 shares
Dividend distributions to participants 293,959 293,959
Allocation of First Busey Corporation Class A common
stock, at market value
1998 - 44,286 shares 808,220 808,220
1997 - 59,048 shares
1996 - 73,812 shares
------------------------------------
TOTAL DEDUCTIONS 655,197 808,220 1,463,417
------------------------------------
NET INCREASE (DECREASE) 3,980,660 (169,661) 3,810,999
Net assets available for benefits:
Beginning of year 10,616,003 942,868 11,558,871
------------------------------------
End of year $14,596,663 $ 773,207 $15,369,870
------------------------------------
<CAPTION>
1997 1996
------------------------------------- -----------------------------------
Allocated Unallocated Total Allocated Unallocated Total
------------------------------------- -----------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Net change in unrealized appreciation in fair
value of investments $ 1,870,721 $ 412,503 $ 2,283,224 $1,402,729 $ 470,543 $1,873,272
Interest 986 986 780 780
Dividends 305,307 305,307 291,337 291,337
Employer contributions 48,515 200,000 248,515 10,000 250,000 260,000
Allocation of First Busey Corporation Class A common
stock, at fair value
1998 - 44,286 shares
1997 - 59,048 shares 811,910 811,910
1996 - 73,812 shares 821,159 821,159
------------------------------------- -----------------------------------
TOTAL ADDITIONS 3,037,439 612,503 3,649,942 2,526,005 720,543 3,246,548
------------------------------------- -----------------------------------
Interest expense 42,389 42,389 43,940 43,940
Administrative expenses 58,521 58,521 49,590 52 49,642
Distributions to participants
Cash 531 531 448 448
Stock 1998 - 17,816 shares
Stock 1997 - 21,264 shares 236,562 236,562
Stock 1996 - 27,990 shares 251,910 251,910
Dividend distributions to participants 248,889 248,889 216,565 216,565
Allocation of First Busey Corporation Class A common
stock, at market value
1998 - 44,286 shares
1997 - 59,048 shares 811,910 811,910
1996 - 73,812 shares 821,159 821,159
------------------------------------- -----------------------------------
TOTAL DEDUCTIONS 586,892 811,910 1,398,802 562,453 821,211 1,383,664
------------------------------------- -----------------------------------
NET INCREASE (DECREASE) 2,450,547 (199,407) 2,251,140 1,963,552 (100,668) 1,862,884
Net assets available for benefits:
Beginning of year 8,165,456 1,142,275 9,307,731 6,201,904 1,242,943 7,444,847
------------------------------------- -----------------------------------
End of year $10,616,003 $ 942,868 $11,558,871 $8,165,456 $1,142,275 $9,307,731
------------------------------------- -----------------------------------
<FN>
See Notes to Financial Statements.
</TABLE>
<PAGE>
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
PLAN DESCRIPTION AND BASIS OF PRESENTATION
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 (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 1998 and 1997 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).
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.
<PAGE>
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
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.
Participants' accounts:
Each participant's account is credited with an allocation of (a) the
employer contributions, (b) the Plan's net 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 the Plan's net
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.
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:
Dividends on common stock allocated to participants' accounts are
distributed directly to the participant so that the dividends result in
income tax deductions for First Busey Corporation.
Dividends on common stock not allocated to participants' accounts are
distributed directly to the Plan to offset interest and administrative
expenses.
Stock split:
The Board of Directors of First Busey Corporation approved a two-for-
one stock split for stockholders of record on August 3, 1998. All share
amounts in the financial statements have been restated to reflect the stock
split.
<PAGE>
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
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.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
Investment valuation 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.
EMPLOYER CONTRIBUTIONS
The Company is obligated to make contributions in cash to the Plan equal to 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.
The Company may also make discretionary contributions in cash to the Plan. The
Company made a discretionary contribution of $96,000, $48,515 and $10,000 for
the Plan years ended December 31, 1998, 1997 and 1996, respectively.
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.
<PAGE>
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
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.
INVESTMENT
The Plan's investment consists solely of First Busey Corporation Class A common
stock as follows:
<TABLE>
<CAPTION>
December 31,
----------------------------------------------------
1998 1997
----------------------------------------------------
Allocated Unallocated Allocated Unallocated
<S> <C> <C> <C> <C>
Number of shares 798,174 64,286 771,704 108,572
Cost $ 2,643,073 $ 212,877 $ 2,557,010 $ 359,749
----------------------------------------------------
Fair value $14,566,688 $1,173,207 $10,610,927 $1,492,868
----------------------------------------------------
</TABLE>
In August 1997, the Plan purchased 20,000 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.
NOTES PAYABLE
Notes payable consist of:
<TABLE>
<CAPTION>
1998 1997
------------------
<S> <C> <C>
American National Bank of Chicago, due January 22, 1999 $250,000 $250,000
American National Bank of Chicago, due January 22, 1999 75,000 150,000
American National Bank of Chicago, due January 22, 1999 75,000 150,000
------------------
$400,000 $550,000
------------------
Shares of First Busey Corporation Class A common stock
secured as collateral 64,286 108,572
------------------
</TABLE>
<PAGE>
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
As of December 31, 1998, the above notes payable had stated interest rates of
7.25%. The notes payable were renewed on January 21, 1999, carry interest rates
of LIBOR plus 150 basis points, adjusted quarterly (6.53781% at renewal), and
have maturity dates of January 21, 2000.
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.
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 $56,609, $37,768 and $31,078 for each
of the years in the three year period ended December 31, 1998.
FORFEITED ACCOUNTS
For the year ending December 31, 1998, forfeited non-vested accounts totaled
$43,427. These accounts have been allocated to participants' accounts.
<PAGE>
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
LINE 27 A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
YEAR ENDED DECEMBER 31, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number Current
Description of Shares Cost Value
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
First Busey Corporation Class A common stock 862,460 $2,855,950 $15,739,895
-------------------------
</TABLE>
<PAGE>
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
LINE 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
- -------------------------------------------------------------------------------
<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>
<PAGE>
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
PARTY IN INTEREST TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Transaction
Description of Transaction Amount
- --------------------------------------------------------------------------
<S> <C>
Management fees paid to First Busey Trust & Investment Co. $ 56,609
</TABLE>
<PAGE>
To the Trustees and Audit Committee
First Busey Corporation Employees' Stock Ownership Plan and Trust
Urbana, Illinois
This letter is intended to inform the Trustees and Audit Committee of First
Busey Corporation Employees' Stock Ownership Plan and Trust about significant
matters relating to the conduct of the annual audit so that you can
appropriately discharge your oversight responsibility, and that we comply with
our professional responsibilities to the Trustees and Audit Committee.
The following summarize various matters which must be communicated to you under
generally accepted auditing standards.
The Auditor's Responsibility Under Generally Accepted Auditing Standards
- ------------------------------------------------------------------------
Our audit of the financial statements of First Busey Corporation Employees'
Stock Ownership Plan and Trust for the year ended December 31, 1998 was
conducted 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, whether caused by error, fraudulent financial reporting or
misappropriation of assets. 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. Accordingly, the audit was designed to obtain
reasonable, rather than absolute, assurance about the financial statements. We
believe that our audit accomplished that objective.
Significant Accounting Policies
- -------------------------------
The Trustees and Audit Committee 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.
Significant or Unusual Transactions
- -----------------------------------
We did not identify any significant or unusual transactions or significant
accounting policies in controversial or emerging areas for which there is a lack
of authoritative guidance or consensus.
<PAGE>
Other Information
- -----------------
We are not aware of any other documents that contain the audited financial
statements. If such documents were to be published, we would have a
responsibility to determine that such financial data was not inconsistent with
the audited financial statements.
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, the scope of the audit or significant disclosures to be
included in the financial statements.
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 considered this information in
the scope of our audit.
Significant Audit Adjustments
- -----------------------------
There were no audit adjustments made from the original trial balances presented
to us to begin our audit.
Consultation with Other Accountants
- -----------------------------------
We are not aware of any consultations management had with other accountants
about accounting or auditing matters.
Major Issues Discussed with Management Prior to Retention
- ---------------------------------------------------------
No major issues were discussed with management prior to our retention to perform
the aforementioned audit.
Difficulties Encountered in Performing the Audit
- ------------------------------------------------
We did not encounter any difficulties in dealing with management relating to the
performance of the audit.
Management Advisory Services Performed
- --------------------------------------
We performed no management advisory services during the year ended December 31,
1998.
This report is intended solely for the information and use of the Trustees and
Audit Committee of First Busey Corporation Employees' Stock Ownership Plan and
Trust and is not intended to be and should not be used by anyone other than the
specified parties. After you have had an opportunity to review this memorandum,
we would be pleased to discuss the matters contained herein with you.
Champaign, Illinois
June 28, 1999
<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 June 14, 1999 on our audits of the financial
statements of First Busey Corporation Employee Stock Ownership Plan as of
December 31, 1998 and 1997, and for each of the years in the three-year period
ended December 31, 1998 and supporting schedules as of December 31, 1998, which
is included in the Annual Report on Form 11-K for the year ended December 31,
1998.
McGLADREY & PULLEN, LLP
Champaign, Illinois
June 28, 1999
