UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
HMN FINANCIAL, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
4424G108
(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
PAGE
<PAGE>
CUSIP No. 4424G108 13G Page 2 of 7 Pages
- ----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HMN Financial, Inc. Employee Stock Ownership Plan
IRS ID No. 37-1327748
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 CITIZENSHIP OR PLACE OR ORGANIZATION
Minnesota
- ----------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 603,216
OWNED BY -------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 0
WITH -------------------------------------------------
7 SOLE DISPOSITIVE POWER
603,216
- ----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
603,216
- ----------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.6%
- ----------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
EP
- ----------------------------------------------------------------
SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 7
<PAGE>
CUSIP No. 4424G108 13G Page 3 of 7 Pages
- ----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Bankers Trust Company, N.A.
IRS ID No. 37-1327748
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
- ----------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 668,925
OWNED BY --------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 0
WITH --------------------------------------------------
7 SOLE DISPOSITIVE POWER
668,925
- ----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
668,925
- ----------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.1%
- ----------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
BK
- ----------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 7
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ITEM 1.
(a) Name of Issuer
--------------
HMN Financial, Inc. (the "Corporation")
(b) Address of Issuer's Principal Executive Offices
-----------------------------------------------
101 North Broadway
Spring Valley, Minnesota 55975
ITEM 2.
(a) Name of Person Filing
---------------------
HMN Financial, Inc.
Employee Stock Ownership Plan (the "ESOP")
Pursuant to applicable regulations, First Bankers Trust Company, N.A.
(the "Trustee"), the Trustee of the ESOP may also be deemed to be a
"beneficial owner" of the shares held by the ESOP which have not been
allocated to a specific participant account, as described below.
The Trustee also may be deemed a "beneficial owner" because it is
able to vote unvested shares in HMN Financial, Inc. Recognition and
Retention Plan. Refer to Item 4. for more details.
(b) Address of Principal Business Office or, if None,
Residence
------------------------------------------------------
The business address of the ESOP is:
101 North Broadway
Spring Valley, Minnesota 55975
The business address of the Trustee is:
Broadway at 12th Street
Quincy, Illinois 62305-3566
(c) Citizenship
-----------
The ESOP trust was established under the laws of the state of
Minnesota.
The Trustee is a national bank incorporated under the laws of the
United States.
(d) Title of Class of Securities
----------------------------
Common stock, par value $.01 per share.
(e) CUSIP Number
-----------------
4424G108
ITEM 3. This statement is filed pursuant to Rule 13d-1(b). The persons filing
are an Employee Benefit Plan, which is subject to the Employee
Retirement Income Security Act of 1974, as amended, and the Trustee
is a Bank as defined in Section 3(a)(6) of the Act.
ITEM 4. Ownership
The ESOP holds an aggregate of 603,216 shares (13.6% of the
outstanding shares of the class) of the Corporation and has sole
voting rights (subject to the voting rights of participants as
described below).
The ESOP has sole dispositive power for all unallocated shares
subject to the terms of the Employee Stock Oownership Plan.
Page 4 of 7
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First Bankers Trust Company, N.A., the Trustee of the ESOP, may be
deemed under applicable regulations to "beneficially" own the shares
held by the ESOP which have not been allocated to participants.
However, the Trustee expressly disclaims beneficial ownership of the
shares held by the ESOP.
Pursuant to the terms of the ESOP, participants in the ESOP are
entitled to instruct the Trustee of the ESOP as to the voting of the
shares allocated to their accounts. The Trustee is required to vote
the shares held by the ESOP which have not been allocated to specific
accounts on each issue with respect to which shareholders are
entitled to vote in the proportion that the participants had voted
the shares allocated to their accounts with respect to such issue.
As of December 31, 1996 33,989 shares were allocated to participants
for 1994, 40,973 shares were allocated to participants for 1995 and
39,763 are to be allocated to participants for 1996.
First Bankers Trust Company, N.A. has the authority under the HMN
Financial, Inc. 1995 Recognition and Retention Plan (RRP) to vote all
restricted shares, in its sole discretion, at any annual and special
meetings of the stockholders of the Corporation. At December 31,
1996 the RRP has 65,709 shares of restricted stock that could be
voted. The Trustee has no dispositive power with respect to the
shares.
ITEM 5. Ownership of Five Percent or Less of a Class
Not applicable.
ITEM 6. Ownership of More than Five Percent on Behalf of Another
Person.
The ESOP shares are held on behalf of the ESOP participants pursuant to
the terms of the HMN Financial, Inc. Employee Stock Ownership Plan and
Trust Agreement.
Pursuant to the terms of the ESOP, dividends paid with respect to
shares are allocated to participants' accounts in the ESOP as of the
record date for the dividend payment and may be paid in cash to the
participants, pursuant to the directions of the Board of Directors of
the Corporation. Absent such direction by the Board of Directors, cash
from the payment of dividends is retained in the accounts of
participants or, to the extent permitted by law, may be used to repay
the ESOP loan. The Trustee has the right to sell allocated shares held
by the ESOP, the proceeds from which are allocated to the accounts of
individual participants. The Trustee also may sell unallocated shares,
to the extent such shares are not pledged to secure borrowed funds.
With respect to unallocated shares, cash received from the sale of
shares or payment of dividends is retained in the ESOP trust and may be
used to purchase additional shares or to repay the ESOP loan.
ITEM 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not applicable.
ITEM 8. Identification and Classification of Members of the
Group
Not applicable.
ITEM 9. Notice of Dissolution of Group
Not applicable.
Page 5 of 7
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ITEM 10. Certification
The following certificate shall be included if the statement is filed
pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Date: January 31, 1997 HMN FINANCIAL, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
FIRST BANKERS TRUST COMPANY, N.A.,
Trustee
By:/s/ Carmen Walch
---------------------------------
Carmen Walch
Trust Officer
Date: January 31, 1997 FIRST BANKERS TRUST COMPANY, N.A.
By:/s/ Patricia Brink
---------------------------------
Patricia Brink
Cashier
Page 6 of 7
<PAGE>
January 31, 1997
HMN Financial, Inc.
Employee Stock Ownership Plan
101 North Broadway
Spring Valley, MN 55975
Dear Sir/Madam:
This letter hereby confirms the agreement and understanding between you
and the undersigned that the Schedule 13G being filed with the Securities and
Exchange Commission on or about this date is being filed on behalf of each of
us.
Sincerely,
FIRST BANKERS TRUST COMPANY, N.A.
By: /s/ Patricia Brink
----------------------------
Name: Patricia Brink
Title: Cashier
HMN Financial, Inc.
EMPLOYEE STOCK OWNERSHIP PLAN
By: /s/ Carmen Walch
----------------------------
Name: Carmen Walch
Title: Trust Officer
Page 7 of 7
