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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
Commission File Number 0-24286
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
EAGLE FINANCE CORP. PROFIT SHARING PLAN
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
EAGLE FINANCE CORP.
1425 TRI-STATE PARKWAY, SUITE 140
GURNEE, IL 60631
Page 1 of 10 pages;
exhibit index appears on page 5
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REQUIRED INFORMATION
The Eagle Finance Corp. Profit Sharing Plan is subject to the Employee
Retirement Security Act of 1974, as amended ("ERISA"). Accordingly, the plan
financial statements and schedules prepared in accordance with the financial
reporting requirements of ERISA are provided as Exhibit 99.1 to this Form 11-K.
2
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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.
EAGLE FINANCE CORP. PROFIT SHARING PLAN
Date: April 29, 1998 By: Eagle Finance Corp.
By: /s/ Robert J. Braasch
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Name: Robert J. Braasch
Title: President and Chief Financial
Officer
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EAGLE FINANCE CORP. PROFIT SHARING PLAN
EXHIBIT INDEX
TO
ANNUAL REPORT ON FORM 11-K
<TABLE>
<CAPTION>
Exhibit Sequential
No. Description Page No.
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<S> <C> <C>
99.1 Report of Employee Benefit Plan 5
</TABLE>
4
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INDEPENDENT ACCOUNTANT'S REPORT
To the Participants and Plan Administrator
Eagle Finance Corp.
Profit Sharing Plan
Gurnee, Illinois
We have audited the accompanying statement of net assets available for benefits
of Eagle Finance Corp. Profit Sharing Plan as of October 31, 1997, and the
related statement of changes in net assets available for benefits for the ten
months then ended. 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 audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards required 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 audit provides 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 Eagle Finance
Corp. Profit Sharing Plan as of October 31, 1997, and the changes in net assets
available for benefits for the ten months then ended in conformity with
generally accepted accounting principles.
As discussed in Note 1 to the financial statements, the Board of Directors of
Eagle Finance Corp., the Plan's sponsor, voted on June 30, 1997, to terminate
the Plan and distribute the Plan assets to the participants. The distributions
were completed October 31, 1997.
We have compiled the accompanying statement of net assets available for benefits
of Eagle Finance Corp. Profit Sharing Plan as of December 31, 1996, in
accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants. A compilation
is limited to presenting information that is the representation of management in
the form of a financial statement. We have not audited or reviewed the
accompanying statement of net assets available for benefits as of December 31,
1996 and, accordingly, do not express an opinion or any other form of assurance
on it.
/s/ McGladrey & Pullen, LLP
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Schaumburg, Illinois
April 1, 1998
5
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EAGLE FINANCE CORP.
PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
OCTOBER 31, 1997 AND DECEMBER 31, 1996
SEE ACCOUNTANT'S REPORT
<TABLE>
<CAPTION>
ASSETS 1997 1996
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<S> <C> <C>
Investments, at fair value:
Registered investment companies:
American Balanced Fund, Inc. $ - $ 327,930
Bond Fund of America, Inc. 278,250
Other - 1,017,276
Common stocks:
Eagle Finance Corp. - 690,635
Other - 574,615
Preferred stock - 128,250
Corporate bonds:
Eagle Finance Corp. - 505,920
Other - 53,228
U.S. Government securities - 366,043
Limited partnership interests - 127,802
Certificates of deposit - 146,715
Participant notes receivable - 77,383
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- 4,294,047
Receivable, employer contributions - 95,921
Cash and cash equivalents - 79,239
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TOTAL ASSETS - 4,469,207
LIABILITIES, refunds payable - 9,486
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NET ASSETS AVAILABLE FOR BENEFITS $ - $ 4,459,721
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</TABLE>
See Notes to Financial Statements.
6
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EAGLE FINANCE CORP.
PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
TEN MONTHS ENDED OCTOBER 31, 1997
<TABLE>
- ---------------------------------------------------------------------------
<S> <C>
Additions to net assets attributed to:
Investment income:
Net (depreciation) in fair value of investments $ (599,696)
Interest and dividends 103,809
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(495,887)
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Contributions:
Employer's 6,399
Participants' 47,206
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53,605
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Total additions (442,282)
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Deductions from net assets attributed to benefits paid to
participants
Total deductions 4,017,439
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NET (DECREASE) (4,459,721)
Net assets available for benefits:
Beginning of period 4,459,721
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END OF PERIOD $ -
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</TABLE>
See Notes to Financial Statements.
7
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EAGLE FINANCE CORP.
PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
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NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION AND INCOME RECOGNITION: The Eagle Finance Corp. (the
Employer) Profit Sharing Plan's (the Plan) 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. Investments in common stock, preferred stock, corporate bonds and
U.S. Government securities are valued at quoted market prices. Partnership
interests are valued at estimated fair value. Certificates of deposits and
participant notes receivable are valued at face value, which approximates
fair value.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on an accrual basis. Dividends are
recorded on the ex-dividend date.
ACCOUNTING ESTIMATES: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
PAYMENT OF BENEFITS: Benefits are recorded when paid.
PLAN TERMINATION: The Board of Directors elected to terminate the Plan
effective June 30, 1997. The assets of the Plan were distributed to the
individual participants. The distributions were completed October 31, 1997.
NOTE 2. PLAN DESCRIPTION
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
GENERAL: The Plan is a defined contribution plan established to enable eligible
employees of the Employer to share in a portion of the Employer's profits and to
defer receipt of a portion of their compensation for the principal purpose of
providing benefits at time of retirement, disability or death. Employees of the
Employer who a have completed one year of service are eligible to participate in
the Plan. If an employee meets the eligibility requirements he will become a
participant in the Plan as of the first day of the calendar month following the
date on which he meets the eligibility requirements. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and
has been amended in accordance with the Tax Reform Act of 1986 and subsequent
revenue acts.
CONTRIBUTIONS: Each year participants may contribute up to 15 percent of their
annual compensation, as defined in the Plan. Participants may also contribute
amounts representing distributions from other qualified defined benefit or
defined contribution plans. Employer discretionary contributions are at the
discretion of the Company's Board of Directors. No contribution is required by
the Employer. Contributions are subject to certain limitations.
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EAGLE FINANCE CORP.
PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
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NOTE 2. PLAN DESCRIPTION (CONTINUED)
PARTICIPANT ACCOUNTS: Each participant's account is credited with the
participant's contributions and an allocation of (a) the Employer's
discretionary profit sharing contribution, if any, (b) forfeitures of
terminated nonvested accounts, and (c) Plan earnings. The Employer's
discretionary profit sharing contribution is allocated evenly among eligible
participants in the Plan based on compensation, as defined. Allocation of Plan
earnings is based on individual participants' 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.
VESTING: Participants are immediately vested in their contributions plus
actual earnings thereon. Vesting in the remainder of their accounts is based
on years of continuous service. A participant is 100 percent vested after
six years of credited service. In the event of death, disability or
retirement at designated ages, participants become fully vested. Upon
election by the Board of Directors to terminate the Plan on June 30, 1997,
all participants became fully vested.
FORFEITURES: Forfeited nonvested accounts totaling $12,208, were reallocated to
remaining participants upon election to terminate the Plan.
INVESTMENT OPTIONS: Except for the Wonderlic Fund, the participants'
accounts are invested at the participant's direction in securities available
through Smith Barney.
The Plan also includes assets related to the original profit sharing plan of
the Company. Upon adoption of the Plan, the participants in the original
profit sharing plan received a portion of "The Wonderlic Fund" based on their
total equity in the original profit sharing plan. The Wonderlic Fund is a
group of investments in limited partnerships, certificates of deposit and
common stock. No other participants or contributions were added to The
Wonderlic Fund subsequent to adoption of the Plan. All income and
distributions from the Wonderlic fund were deposited to the individuals
corresponding account at Smith Barney. The final portion of The Wonderlic
Fund was liquidated and distributed in June 1997. See Note 4.
PARTICIPANT NOTES RECEIVABLE: 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. The loans are collateralized
by the balance in the participant's account. The loans will bear a
competitive interest rate as established by the trustee. Interest rates
range from 8.50% percent to 10.50% percent. Monthly principal and interest
payments are required and are paid through payroll deductions.
PAYMENT OF BENEFITS: If a participant terminates for any reason, the Plan
provides that the participant can choose to receive the benefit payments
(1) in a lump sum; (2) in installments not to extend past the participant's
life expectancy or (3) in a combination of the above.
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EAGLE FINANCE CORP.
PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
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NOTE 3. PARTY IN INTEREST
Certain employees of the Company served as Trustee to the Plan. These employees
did not receive compensation from the Plan for their service as Trustee. The
Company pays certain administrative expenses incurred by the Plan. These
amounts are not material to the financial statements.
NOTE 4. RELATED PARTY TRANSACTION
At December 31, 1996, the Plan had maintained investments in a related party.
The related party investments consisted of Eagle Finance Corp. common stock of
$690,635 stated at fair market value and Eagle Finance Corp. bonds of $505,920
stated at adjusted cost. The investments were maintained in various
self-directed individual participant accounts. In connection with the
termination of the Plan, these investments were distributed to the participants.
In the process of terminating the plan, the Plan transferred the remaining
limited partnership interest to a participant's account. The participant is the
trustee of the Plan and President of the Plan's sponsor. The limited
partnerships related to Brookwood Retail Partnership and Winthrop Limited
Partnership. The partnerships were transferred at fair market value as
determined by the plan sponsor. In determining the fair market value, the plan
sponsor used values supplied by the limited partnerships. The fair market value
of $154,083 equaled the value of the capital accounts for these limited
partnerships.
NOTE 5. INCOME TAX STATUS
The Internal Revenue Service (IRS) has determined and informed the Employer
by letter dated September 21, 1995, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue Code
(IRC). The Plan has been amended since receipt of the Internal Revenue
Service determination letter, to comply with changes in law and operation of
the Plan. The Plan administrator and the Plan's tax counsel believe that the
Plan was operated in compliance with the applicable requirements of the IRC.
10
