UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
HMN FINANCIAL, INC.
- ---------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- ---------------------------------------------------------
(Title of Class of Securities)
40424G108
- ---------------------------------------------------------
(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. 40424G108 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) /x/
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
- ----------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 964,484 <F1>
WITH -------------------------------------------------
7 SOLE DISPOSITIVE POWER
964,484 <F1>
-------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
964,484
- ----------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.2%
- ----------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
EP
- ----------------------------------------------------------------
[FN]
<FN1> Includes 246,721 shares held in "allocated" accounts and 717,763 shares
held in the "unallocated" account of the HMN Financial, Inc. Employee Stock
Ownership Plan.
</FN>
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 7
<PAGE>
CUSIP No. 40424G108 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) /x/
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 39,425
OWNED BY --------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 964,484 <F1>
WITH --------------------------------------------------
7 SOLE DISPOSITIVE POWER
964,484 <F1>
--------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,003,909
- ----------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.0%
- ----------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
BK
- ----------------------------------------------------------------
[FN]
<FN1> Includes 246,721 shares held in "allocated" accounts and 717,763 shares
held in the "unallocated" account of the HMN Financial, Inc. Employee Stock
Ownership Plan.
</FN>
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 7
<PAGE>
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 as described below.
The Trustee also may be deemed a "beneficial owner" of unvested
shares held 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
-----------------
40424G108
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 964,484 shares (18.2% of the
outstanding shares of the class) of the Corporation and has the
voting rights as described below.
Page 4 of 7
<PAGE>
The ESOP has sole dispositive power for all such shares subject to
the terms of the Employee Stock Ownership Plan, which requires that
participant accounts be primarily invested in common stock of the
Corporation.
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. 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 provisions of the ESOP
require the Trustee to vote the shares held by the ESOP which have
not been allocated to specific accounts (or with respect to
allocated accounts for which no instructions are timely received)
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, 1998, a total of 246,721 shares of Corporation
common stock have been allocated to participants' accounts.
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.
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 held under the RRP, in its sole discretion,
at any annual and special meetings of the stockholders of the
Corporation. At December 31, 1998, the RRP had 39,425 shares of
restricted stock that could be voted by the Trustee. 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. See Item 4. above for details.
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. 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
<PAGE>
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: February 11, 1999 HMN FINANCIAL, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
FIRST BANKERS TRUST COMPANY, N.A.,
Trustee
By:/s/ Carmen Walch
---------------------------------
Carmen Walch
Trust Officer
Date: February 11, 1999 FIRST BANKERS TRUST COMPANY, N.A.
By:/s/ Patricia Brink
---------------------------------
Patricia Brink
Cashier
Page 6 of 7
<PAGE>
February 11, 1999
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
