<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
X Annual report pursuant to Section 15(d) of the Securities Exchange Act
----- of 1934 (No fee required)
For the fiscal year ended March 31, 2000
----------------------------------
or
Transaction report pursuant to Section 15(d) of the Securities Exchange
----- Act of 1934 (No fee required)
For the transaction period from ___________ to _________
Commission file number 0-14379
----------------------------
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below Tucker Federal Savings and Loan Association
-------------------------------------------
401(K) Savings and Employees Stock Ownership Plan, 4419 Cowan Road, Tucker,
----------------------------------------------------------------------------
Georgia 30084-4441
---------------------
B. Name of insurer of the securities held pursuant to the plan and the
address of its principal executive office Eagle Bancshares, Inc. 4419 Cowan
----------------------------------
Road, Tucker, Georgia 30084-4441
-----------------------------------
<PAGE> 2
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION 401(K) AND ESOP Plan
----------------------------------------------------------------
(Name of Plan)
Date October 18, 2000 By /s/ Ernest F. Ritter, Jr.
------------------ -------------------------
Ernest F. Ritter, Jr.
Sr. Vice President
<PAGE> 3
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
FINANCIAL STATEMENTS
MARCH 31, 2000 AND 1999
CONTENTS
INDEPENDENT AUDITOR'S REPORT
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of March 31, 2000
and 1999
Statements of Changes in Net Assets Available for Benefits for the
years ended March 31, 2000 and 1999
Notes to Financial Statements
SUPPLEMENTARY SCHEDULES:
Form 5500 - Schedule of Assets Held for Investment Purposes
<PAGE> 4
INDEPENDENT AUDITOR'S REPORT
To The Administrative Committee
of the Tucker Federal Savings and Loan Association
401(k) Savings and Employee Stock Ownership Plan
We have audited the accompanying statements of net assets available
for benefits of the TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION 401(K) SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN (the Plan) as of March 31, 2000 and 1999, and
the related statements of changes in net assets available for benefits for the
years then ended. These financial statements are the responsibility of the
Plan's Administrative Committee. Our responsibility is to express an opinion on
these financial statements based upon our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan as of March 31, 2000 and 1999, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audit was conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedule of
assets held for investment purposes is presented for the purpose of additional
analysis and is not a required part of the basic financial statements, but is
supplementary information required by the Department of Labor's Rules and
<PAGE> 5
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule has 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.
/s/ Windham Brannon, P.C.
October 12, 2000
<PAGE> 6
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2000
<TABLE>
<CAPTION>
Non-
Participant Participant
Directed Directed Cash Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Cash $ 178 $ 88,988 $ 31,585 $ 120,751
----------- ----------- ----------- -----------
Investments, at fair value:
Shares of registered investment companies:
MassMutual Guaranteed Interest Fund II 893,434 -- -- 893,434
MassMutual Balanced Fund 797,142 -- -- 797,142
MassMutual Core Equity Fund 1,139,836 -- -- 1,139,836
MassMutual International Equity Fund 876,542 -- -- 876,542
Eagle Bancshares, Inc. common stock 1,619,659 4,449,503 -- 6,069,162
----------- ----------- ----------- -----------
Total Investments 5,326,613 4,449,503 -- 9,776,116
----------- ----------- ----------- -----------
Receivables:
Overpayment -- -- 4,757 4,757
Participant contributions -- -- 25,524 25,524
Employer contributions 189,945 274,400 -- 464,345
----------- ----------- ----------- -----------
Total Receivables 189,945 274,400 30,281 494,626
----------- ----------- ----------- -----------
Total Assets 5,516,736 4,812,891 61,866 10,391,493
LOANS PAYABLE -- (1,886,360) -- (1,886,360)
INTEREST PAYABLE -- (157,384) -- (157,384)
DISTRIBUTIONS PAYABLE -- -- -- --
PENDING FUND TRANSFERS 118,254 (56,388) (61,866) --
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 5,634,990 $ 2,712,759 $ -- $ 8,347,749
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
1
<PAGE> 7
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 1999
<TABLE>
<CAPTION>
Non-
Participant Participant
Directed Directed Cash Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Cash $ 26,165 $ 103,243 $ 50,641 $ 180,049
----------- ----------- ----------- -----------
Investments, at fair value:
Shares of registered investment companies:
MassMutual Guaranteed Interest Fund II 924,598 -- -- 924,598
MassMutual Balanced Fund 821,252 -- -- 821,252
MassMutual Core Equity Fund 1,201,485 -- -- 1,201,485
MassMutual International Equity Fund 605,262 -- -- 605,262
Eagle Bancshares, Inc. common stock 1,466,799 5,554,434 -- 7,021,233
----------- ----------- ----------- -----------
Total Investments 5,019,396 5,554,434 -- 10,573,830
----------- ----------- ----------- -----------
Receivables:
Overpayments -- -- 32,985 32,985
Participant contributions 83,478 -- -- 83,478
Employer contributions 241,231 123,037 -- 364,268
----------- ----------- ----------- -----------
Total Receivables 324,709 123,037 32,985 480,731
----------- ----------- ----------- -----------
Total Assets 5,370,270 5,780,714 83,626 11,234,610
LOANS PAYABLE -- (1,977,814) -- (1,977,814)
INTEREST PAYABLE -- (63,489) -- (63,489)
DISTRIBUTIONS PAYABLE -- (5,331) (5,305) (10,636)
PENDING FUND TRANSFERS 102,609 (24,288) (78,321) --
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 5,472,879 $ 3,709,792 $ -- $ 9,182,671
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 8
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
Non-
Participant Participant
Directed Directed Cash Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment income $ 126,806 $ 146,249 $ -- $ 273,055
Net appreciation (depreciation) in
current value of investments 294,173 (169,361) -- 124,812
----------- ----------- ----------- -----------
Total Investment Income (Loss) 420,979 (23,112) -- 397,867
----------- ----------- ----------- -----------
Participant Contributions 812,421 -- -- 812,421
----------- ----------- ----------- -----------
Employer Contributions:
Employer match 265,746 -- -- 265,746
ESOP contribution -- 274,903 -- 274,903
Forfeitures (35,465) (41,485) -- (76,950)
----------- ----------- ----------- -----------
Total Employer Contributions 230,281 233,418 -- 463,699
----------- ----------- ----------- -----------
Total Additions 1,463,681 210,306 -- 1,673,987
----------- ----------- ----------- -----------
DEDUCTIONS FROM NET ASSETS:
Administrative fees 14,453 295 -- 14,748
Benefits paid to participants 1,287,541 1,053,220 -- 2,340,761
Interest expense -- 153,400 -- 153,400
----------- ----------- ----------- -----------
Total Deductions From Net Assets 1,301,994 1,206,915 -- 2,508,909
----------- ----------- ----------- -----------
Net increase (decrease) prior to
interfund transfers 161,687 (996,609) -- (834,922)
INTERFUND TRANSFERS 424 (424) -- --
----------- ----------- ----------- -----------
NET INCREASE (DECREASE) 162,111 (997,033) -- (834,922)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of Year 5,472,879 3,709,792 -- 9,182,671
----------- ----------- ----------- -----------
End of Year $ 5,634,990 $ 2,712,759 $ -- $ 8,347,749
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 9
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED MARCH 31, 1999
<TABLE>
<CAPTION>
Non-
Participant Participant
Directed Directed Cash Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment income $ 155,979 $ 269,718 $ -- $ 425,697
Net appreciation (depreciation) in
current value of investments (597,574) (2,460,248) -- (3,057,822)
----------- ----------- ----------- -----------
Total Investment Income (Loss) (441,595) (2,190,530) -- (2,632,125)
----------- ----------- ----------- -----------
Participant contributions and rollovers 1,033,121 -- -- 1,033,121
----------- ----------- ----------- -----------
Employer contributions:
Other receivables -- -- -- --
Employer match 332,577 -- -- 332,577
ESOP contribution -- 250,360 -- 250,360
Forfeitures (91,346) -- -- (91,346)
----------- ----------- ----------- -----------
Total Employer Contributions 241,231 250,360 -- 491,591
----------- ----------- ----------- -----------
Total Additions (Reductions) 832,757 (1,940,170) -- (1,107,413)
----------- ----------- ----------- -----------
DEDUCTIONS FROM NET ASSETS:
Administrative fees 18,729 -- -- 18,729
Benefits paid to participants 890,601 391,533 -- 1,282,134
Interest expense -- 105,600 -- 105,600
----------- ----------- ----------- -----------
Total Deductions From Net Assets 909,330 497,133 -- 1,406,463
----------- ----------- ----------- -----------
Net increase (decrease) prior to
interfund transfers (76,573) (2,437,303) -- (2,513,876)
INTERFUND TRANSFERS 122,078 (122,078) -- --
----------- ----------- ----------- -----------
NET INCREASE (DECREASE) 45,505 (2,559,381) -- (2,513,876)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of Year 5,427,374 6,269,173 -- 11,696,547
----------- ----------- ----------- -----------
End of Year $ 5,472,879 $ 3,709,792 $ -- $ 9,182,671
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 10
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000 AND 1999
1. DESCRIPTION OF PLAN
The following description of Tucker Federal Savings and Loan
Association 401(k) Savings and Employee Stock Ownership Plan (the Plan)
provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering all employees of
Tucker Federal Bank (the Company) with one year of service, one thousand hours
of service in the Plan year, and who are age twenty-one or older. It is
administered by an Administrative Committee and Trustees who are employees of
the Company. Committee members are designated by the Board of Directors of
Eagle Bancshares, Inc. and Subsidiaries (Bancshares), the parent company of the
Company. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Prior to April 1, 1994, the retirement plan known as the Tucker
Federal Savings and Loan Association and Subsidiary 401(k) Retirement Plan did
not offer Bancshares' stock as a participant directed investment choice.
Effective April 1, 1994, the plan and the Tucker Federal Savings and Loan
Association Employee Stock Ownership Plan were merged. The plan documents were
restated to reflect the provision of both plans. Under the Plan, participants
may direct deferred salary monies toward purchasing Bancshares' stock as a
participant directed investment choice in the Plan.
CONTRIBUTIONS
For the years ended March 31, 2000 and 1999, employees could
contribute to the participant directed portion of the Plan up to twenty-five
percent of their compensation, not to exceed $10,000 and subject to certain
other limitations. In 2000 and 1999, the Company matched 50% of employee
contributions up to 6% of the employee's compensation. The matching percentage
and percentage of employee's compensation the Company matches is discretionary
and can be adjusted by the Board of Directors of the Company each year.
5
<PAGE> 11
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000 AND 1999
The Company may also contribute to the non-participant directed
portion of the Plan an amount from its current or accumulated net profits that
is determined annually at the discretion of the Company's Board of Directors.
The Company's contributions for the Plan years ending March 31, 2000 and 1999,
were approximately $275,000 and $250,000, respectively.
The non-participant directed portion of the Plan operates as a
leveraged employee stock ownership plan and is designed to comply with Section
4975(e)(7) of the Internal Revenue Code of 1986 and the regulations thereunder,
and is subject to the applicable provisions of ERISA.
PARTICIPANT ACCOUNTS
Each participant's directed account is credited with participant
voluntary contributions, the Company's matching contribution and earnings of
their directed account. Participants having 1,000 or more hours of service
during the Plan year and being employed on the last day of the Plan year have
an ESOP account which is credited with the Company's ESOP contribution and
dividend income. The ESOP contribution is allocated in the same proportion that
the annual compensation for each participant bears to the total annual
compensation paid to all participants for the Plan year. Dividends are
allocated based on the number of shares owned by each participant's ESOP
account.
ESOP contributions and dividend income are used by the Trust to reduce
the principal balance of any outstanding ESOP loan. As such, an amount of Eagle
Bancshare's stock equal in value to such ESOP contributions and dividend income
is allocated to each participant's ESOP account.
The benefit to which a participant is entitled is the benefit that can
be provided from the participant's account. Forfeited balances of terminated
participants' nonvested accounts are used to reduce future Company
contributions. Forfeitures for the years ended March 31, 2000 and 1999 were
$76,950 and $91,346, respectively. As of March 31, 2000, all persons who had
elected to withdraw from the Plan had been paid. At March 31, 2000, $2,340,761
of the net asset balance represented amounts allocated to accounts of retired
or separated participants entitled to receive future benefits.
All Eagle Bancshare's stock held in the Trust shall generally be voted
by the Trustees. However, each participant may direct the Trustees as to the
exercise of any voting rights attributable to shares then allocated to
participant directed and non-participant directed Eagle Bancshare accounts. As
a matter of practice, on all shareholder voting matters the Trustees solicit
instruction from participants.
6
<PAGE> 12
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000 AND 1999
INVESTMENTS
Participants direct their voluntary contributions and the employer
matching contributions into five investment options, which may be changed
quarterly.
VESTING
Participants are immediately vested in their voluntary contributions
plus earnings thereon. Participants become fully vested in Company
contributions and earnings thereon after six years of service with the Company.
Vesting begins with two years of service and continues on a sliding scale
through the sixth year.
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will automatically become 100% vested in Company contributions.
BENEFIT PAYMENTS
Upon termination, retirement, death or disability, participants may
elect to have their account balance paid in a lump sum or, in installments, or
to defer commencement of benefit payments. If employment is terminated during
the Plan year for reasons other than normal retirement or death and the
participant's account balance is $3,500 or less, a lump sum payment of the
account balance will be made during the Plan year in which the event occurs or
as soon thereafter as is reasonably practical.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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, liabilities, and
changes therein, and disclosure of contingent assets and liabilities. Actual
results could differ from those estimates.
The Plan's investments are stated at fair value. Shares of registered
investment companies owned in the Plan are valued at their net asset value,
which is based on quoted market prices of the securities held by the registered
investment company.
7
<PAGE> 13
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000 AND 1999
As of March 31, 2000 and 1999, Bancshares' stock was recorded by the
Plan at a fair value of $16.75 and $17.25 per share, respectively. Fair value
is determined by its quoted market price.
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.
Certain administrative functions are performed by officers or
employees of the Company. No such officer or employee receives compensation
from the Plan. The majority of administrative expenses for the Plan are paid
directly by the Company.
3. INVESTMENTS
Except for the Eagle Bancshares Fund, all of the participant directed
investments are held by Massachusetts Mutual Life Insurance Company in pooled
separate account funds and guaranteed interest account funds. A description of
each investment option follows:
Investments through Annuity Contracts with Massachusetts Mutual:
Guaranteed Interest Fund II - This fund guarantees a fixed
rate of return to participants. The fund's portfolio is
composed primarily of high quality, fixed income investments
including public bonds, private placements, commercial
mortgage loans, and short-term investments.
Balanced Fund (Separate Investment Account M) - This account
seeks to achieve a high total rate of return over an extended
period of time consistent with the preservation of capital
values during periods of adverse market conditions. The
separate account purchases shares of Mass Mutual Balanced
Fund - a mutual fund which invests primarily in a mix of
fixed-income and equity securities and money market
investments. Asset allocation targets are 45% to 65% stocks,
10% to 25% bonds, and 10% to 45% cash. As economic and
financial market conditions change, the allocations within
the ranges are adjusted to take advantage of the changing
conditions.
Core Equity Fund (Separate Investment Account A) - This
account seeks to achieve long-term growth of capital and
income by constructing a portfolio of companies of superior
investment quality selling at discounted valuation levels.
The separate account purchases shares of Mass Mutual Value
Equity Fund - a mutual fund which invests primarily in common
stocks of larger, well-established companies with market
capitalizations in excess of $2 billion and a history of
operations of five years or more.
8
<PAGE> 14
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000 AND 1999
International Equity Fund (Separate Investment Account I) -
This account purchases shares of Mass Mutual International
Equity Fund - a mutual fund which invests in a diversified
portfolio of common stocks of companies domiciled in foreign
countries and the United States. The fund generally has 75%
of its assets invested in foreign countries in industries
that are expected to experience above average rates of growth
over the long term. The fund is diversified by country and
industry group to moderate risk.
Eagle Bancshares Fund - This fund allows the employees to
accumulate capital ownership through investments in the
publicly traded shares of Eagle Bancshares, Inc.
Additional investments at March 31, 2000 and 1999, consist solely of
362,338 and 407,028 shares of Bancshares' common stock at a fair value of
$6,069,162 and $7,021,233 and a cost of $5,270,721 and $5,593,630,
respectively.
4. TAX STATUS
The Internal Revenue Service has determined and informed the Company
by letter dated April 8, 1996, that the Plan is qualified under the appropriate
sections of the Code.
5. LOANS PAYABLE
On July 10, 1998, the Plan entered into $2,000,000 term loan agreement
with Bancshares. The loan bears interest at a rate of 8.50% annually. The
proceeds of the loan were used to purchase Bancshares' common stock.
Unallocated shares are collateral for the loan. The agreement provides for the
loan to be repaid over ten years with a maturity date of July 10, 2008.
9
<PAGE> 15
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
#58-0674574 PLAN #002
MARCH 31, 2000
Form 5500 - Schedule of Assets Held for Investment Purposes:
<TABLE>
<CAPTION>
Identity of Issue Description Current Value
----------------- ----------- -------------
<S> <C> <C>
Mass Mutual Guaranteed Interest
Fund II 893,433.72 units $ 893,434
Mass Mutual Balanced Fund 2,209.295 units 797,142
Mass Mutual Core Equity Fund 233.3793 units 1,139,836
Mass Mutual International Equity 2,011.8846 units 876,542
Fund
Eagle Bancshares, Inc. 362,338 shares of common stock 6,069,162
-----------
Total Investments $ 9,776,116
===========
</TABLE>
10
<PAGE> 16
INDEPENDENT AUDITOR'S CONSENT
To The Administrative Committee
Tucker Federal Savings and Loan Association
401(k) Savings and Employee Stock Ownership Plan
We consent to the inclusion of our report dated October 12, 2000 on the
audit of the financial statements of the TUCKER FEDERAL SAVINGS AND LOAN
ASSOCIATION 401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN as of March 31,
2000 and 1999, and for the years then ended in the issuance of the Plan's 2000
11-K.
/s/ Windham Brannon, P.C.
October 16, 2000
11
