SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
FORM 11-K
(Mark one)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1993
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission file number 1-9018
____________________________________________
METROPOLITAN FINANCIAL CORPORATION 401(k) SAVINGS PLAN
1000 Metropolitan Centre, 333 South Seventh Street
Minneapolis, Minnesota 55402
(Full title of the plan and address of the plan)
_____________________________________________
METROPOLITAN FINANCIAL CORPORATION
1000 Metropolitan Centre, 333 South Seventh Street
Minneapolis, Minnesota 55402
(Name and address of principal executive offices of the
issuer of the securities)
Metropolitan Financial Corporation 401(k) Savings Plan (the
"Plan") is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended
("ERISA"), and for purposes of satisfying the requirements
of Form 11-K has included for filing herewith the Plan
financial statements and schedules prepared in accordance
with the financial reporting requirements of ERISA.
Financial Statements and Schedules Page
Report of Independent Auditors 1
Statements of Net Assets Available
for Plan Benefits 2
Statements of Changes in Net Assets
Available for Plan Benefits 3
Notes to Financial Statements 9-12
Schedule of Assets Held for Investment 13-14
Schedule of Transactions or Series
of Transactions in Excess
of 5% of the Current Value of Plan Assets 15-16
Financial Statements and Schedules
Metropolitan Financial Corporation
401(k) Savings Plan
Years ended December 31, 1993, 1992 and 1991
with Report of Independent Auditors
Metropolitan Financial Corporation
401(k) Savings Plan
Financial Statements and Schedules
TABLE OF CONTENTS
Report of Independent Auditors................................... 1
Audited Financial Statements and Schedules
Statements of Net Assets Available for Benefits.................. 2
Statements of Changes in Net Assets Available for Benefits....... 3
Notes to Financial Statements.................................... 9
Schedule of Investments Held for Investment...................... 13
Schedule of Transactions or Series of Transactions in Excess
of 5% of the Current Value of Plan Assets...................... 15
Report of Independent Auditors
To the Trustees and Participants
Metropolitan Financial Corporation
401(k) Savings Plan
We have audited the accompanying statements of net assets available for
benefits of Metropolitan Financial Corporation 401(k) Savings Plan ("the Plan")
as of December 31, 1993 and 1992, and the related statements of changes in net
assets available for benefits for each of the three years in the period ended
December 31, 1993. 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 the Plan
at December 31, 1993 and 1992 and the changes in its net assets available for
benefits for each of the three years in the period ended December 31, 1993,
in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of
investments held and transactions or series of transactions in excess of 5% of
the current value of plan assets as of and for the year ended December 31, 1993
are presented for the purposes of complying with the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974, and are not a required part of the financial
statements. The supplemental schedules have been subjected to the auditing
procedures applied in our audit of the 1993 financial statements and, in our
opinion, are fairly stated in all material respects in relation to the 1993
financial statements taken as a whole.
Ernst & Young
Minneapolis, Minnesota
June 24, 1994
Metropolitan Financial Corporation
401(k) Savings Plan
Statements of Net Assets Available for Benefits
December 31
1993 1992
________________________________________________________________________________________
Assets
Cash and cash equivalents $29,172 $1,617,901
Investments at fair value (Note 1)
Interest bearing savings account 1,529,579 1,026,533
Savings certificates 7,598,477 5,190,000
Mutual funds 7,499,585 3,937,753
Metropolitan Financial Corporation Common Stock 23,004,168 17,030,633
Individual annuity cash value 761,367 843,558
________________________________________________________________________________________
40,393,176 28,028,477
Contributions and other receivables 467,958 318,397
Participant loans (Note 5) 1,894,588 1,088,230
________________________________________________________________________________________
42,784,894 31,053,005
Liabilities
Other liabilities 227,118 60,402
________________________________________________________________________________________
Net assets available for benefits $42,557,776 $30,992,603
========================================================================================
<FN>
See notes to financial statements.
Metropolitan Financial Corporation
401(k) Savings Plan
Statements of Changes in Net Assets
Available for Plan Benefits
For the year ended December 31, 1993
Fixed Guaranteed
Income Interest
_________________________________________________________________________________________________
Net assets available for benefits at January 1, 1993 $843,295 $7,874,802
Additions:
Contributions from employer
Employee contributions 1,228,359
Interest and dividend income 13,814 342,100
_________________________________________________________________________________________________
13,814 1,570,459
Deductions:
Benefit payments (36,051) (2,481,610)
Forfeitures (3,268)
Other (61) (18,701)
_________________________________________________________________________________________________
(36,112) (2,503,579)
Plan transfers in:
Security Financial Group, Inc. ESOP 401(k) Plan 60,221
American Charter Federal Savings and Loan Association
Cash of Deferred Profit Sharing Plan 1,319,791
Home Owners Savings Bank, FSB Incentive Savings Plan 300,512
Columbia Savings Association Deferred Compensation Plan 1,444,827
__________________________________________________________________________________________________
3,125,351
Net realized/unrealized appreciation
in fair value of investments 37,733
Interfund transfers (103,856) (828,033)
_________________________________________________________________________________________________
Net additions (deductions) (88,421) 1,364,198
_________________________________________________________________________________________________
Net assets available for benefits at December 31, 1993 $754,874 $9,239,000
=================================================================================================
<FN>
See notes to financial statements
Metropolitan
Financial Plymouth Plymouth
Corporation Growth Strategic Plymouth
Common Oppor- Oppor- Income and Participant
Stock tunities tunities Growth Loans Total
__________________________________________________________________________________
$17,176,401 $1,790,114 $939,398 $1,280,364 $1,088,229 $30,992,603
2,640,697 2,640,697
872,707 712,469 273,181 498,713 3,585,429
489,516 6,874 119,151 47,787 86,548 1,105,790
__________________________________________________________________________________
4,002,920 719,343 392,332 546,500 86,548 7,331,916
(1,963,495) (557,057) (150,507) (381,398) (41,433) (5,611,551)
(64,025) 29 12 (67,252)
1,065 (1,694) 193 (4,278) (23,476)
__________________________________________________________________________________
(2,026,455) (558,722) (150,314) (385,664) (41,433) (5,702,279)
59,299 12,419 5,365 4,682 141,986
815,358 186,065 546,984 2,868,198
220,460 75,924 33,613 35,203 35,250 700,962
75,741 163,414 79,186 165,460 55,002 1,983,630
__________________________________________________________________________________
355,500 1,067,115 304,229 752,329 90,252 5,694,776
3,353,117 518,090 69,332 262,488 4,240,760
270,464 13,564 (270,245) 247,116 670,990 -
__________________________________________________________________________________
5,955,546 1,759,390 345,334 1,422,769 806,357 11,565,173
__________________________________________________________________________________
$23,131,947 $3,549,504 $1,284,732 $2,703,133 $1,894,586 $42,557,776
==================================================================================
Metropolitan Financial Corporation
401(k) Savings Plan
Statement of Changes in Net Assets
Available for Benefits (continued)
For the Year ended December 31, 1992
Fixed Guaranteed
Income Interest
_____________________________________________________________________________________________
Net assets available for benefits at January 1, 1992 $1,037,917 $7,576,033
Additions:
Contributions from employer
Employee contributions 1,278,780
Interest and dividend income 72,371 426,845
_____________________________________________________________________________________________
72,371 1,705,625
Deductions:
Benefit payments (86,956) (513,641)
Forfeitures (178) (5,188)
Other (5,579) (12,007)
_____________________________________________________________________________________________
(92,713) (530,836)
Net realized/unrealized appreciation (depreciation)
in fair value of investments
Interfund transfers (174,280) (876,020)
_____________________________________________________________________________________________
Net additions (deductions) (194,622) 298,769
_____________________________________________________________________________________________
Net assets available for benefits at December 31, 1992 $ 843,295 $7,874,802
=============================================================================================
<FN>
See notes to financial statements.
Metropolitan
Financial Plymouth
Corporation Growth Plymouth Plymouth
Common Oppor- Special Income and Participant
Stock tunities Situations Growth Loans Total
______________________________________________________________________________________
$8,225,196 $1,148,763 $759,933 $948,210 $769,394 $20,465,446
1,941,327 1,941,327
439,197 418,573 189,991 326,124 2,652,665
223,932 104,999 77,478 93,325 70,632 1,069,582
_____________________________________________________________________________________
2,604,456 523,572 267,469 419,449 70,632 5,663,574
(683,393) (73,125) (56,643) (98,345) (1,512,103)
(32,586) (3,354) (2,575) (3,519) (47,400)
(2,605) (38) (37) (20,266)
_____________________________________________________________________________________
(718,584) (76,517) (59,255) (101,864) (1,579,769)
6,325,587 96,300 23,629 (2,164) 6,443,352
739,746 97,996 (52,378) 16,733 248,203 --
_____________________________________________________________________________________
8,951,205 641,351 179,465 332,154 318,835 10,527,157
_____________________________________________________________________________________
$17,176,401 $1,790,114 $939,398 $1,280,364 $1,088,229 $30,992,603
=====================================================================================
Metropolitan Financial Corporation
401(k) Savings Plan
Statement of Changes in Net Assets
Available for Benefits (continued)
For the Year ended December 31, 1991
Fixed Guaranteed
Income Interest
________________________________________________________________________________________
Net assets available for benefits at January 1, 1991 $3,090,075
Additions:
Contributions from employer
Employee contributions 801,507
Interest and dividend income $ 46,092 418,381
________________________________________________________________________________________
46,092 1,219,888
Deductions:
Benefit payments (38,807) (869,445)
Forfeitures (83) (55,299)
Other (3,020) (47,504)
________________________________________________________________________________________
(41,910) (972,248)
Plan transfers in:
Edina Realty, Inc. Profit Sharing and 401(k) Plan 1,070,380 2,233,130
Metropolitan Financial Mortgage Corporation
401(k) Savings Plan 1,483,166
________________________________________________________________________________________
1,070,380 3,716,296
Net realized/unrealized appreciation (depreciation)
in fair value of investments
Interfund transfers (36,645) 522,022
________________________________________________________________________________________
Net additions 1,037,917 4,485,958
________________________________________________________________________________________
Net assets available for benefits at December 31, 1991 $1,037,917 $7,576,033
========================================================================================
<FN>
See notes to financial statements.
Metropolitan
Financial Plymouth
Corporation Growth Plymouth Plymouth
Common Oppor- Special Income and Participant
Stock tunities Situations Growth Loans Total
_______________________________________________________________________________________
$2,678,598 $362,626 $6,131,299
1,100,127 1,100,127
206,850 $137,297 $ 74,311 $116,324 1,336,289
148,381 143,185 137,017 90,913 32,116 1,016,085
______________________________________________________________________________________
1,455,358 280,482 211,328 207,237 32,116 3,452,501
(1,292,744) (28,268) (31,780) (25,373) (2,286,417)
(9,555) (194) (90) (460) (65,681)
(11,983) (3,072) (4,355) (69,934)
_______________________________________________________________________________________
(1,302,299) (40,445) (34,942) (30,188) (2,422,032)
1,106,620 691,517 531,634 509,398 384,605 6,527,284
33,657 192,925 100,048 244,967 58,936 2,113,699
______________________________________________________________________________________
1,140,277 884,442 631,682 754,365 443,541 8,640,983
4,584,036 133,854 (77,990) 22,795 4,662,695
(330,774) (109,570) 29,855 (5,999) (68,889) --
______________________________________________________________________________________
5,546,598 1,148,763 759,933 948,210 406,768 14,334,147
______________________________________________________________________________________
$8,225,196 $1,148,763 $759,933 $948,210 $769,394 $20,465,446
======================================================================================
Metropolitan Financial Corporation
401(k) Savings Plan
Notes to Financial Statements
1. Significant Accounting Policies
Accounting Method
The accounting records of the Metropolitan Financial Corporation 401(k) Savings
Plan (the "Plan") are maintained on the accrual basis.
Investments
Investments are stated at current market value. Brokers' commissions incurred
upon the purchase of securities are included in the cost of the securities.
Securities traded on a national securities exchange are valued at the last
reported sales price on the last day of the year.
The change in the difference between the current value and the cost of
investments during the plan year is reflected in the statements of changes in
net assets available for benefits as net realized/unrealized appreciation
(depreciation) in the fair value of investments.
Securities transactions are recognized on the trade date (date the order to buy
or sell is executed). Dividend income is recognized on the ex-dividend date
and interest income is accrued as earned. The gain or loss on investments is
based on the specific identification method.
Individual annuity cash value represents the cash value of Universal Life
Insurance policies less outstanding loans.
Cash and cash equivalents consist primarily of deposits in short-term
investment funds.
Expenses
Administrative expenses relating to the operation of the Plan are paid by
Metropolitan Financial Corporation (the Company), the Plan sponsor.
Metropolitan Financial Corporation
401(k) Savings Plan
Notes to Financial Statements (continued)
2. Merger of the Plan
The following plans were merged into the Plan during 1993.
Plan Name Net Cash Date of Merger
_________________________________________________________________________________________
Security Financial Group, Inc. ESOP 401(k) Plan $ 141,985 June 1993
American Charter Federal Savings
and Loan Association Cash or Deferred
Profit Sharing Plan 2,868,198 June 1993
Home Owners Savings bank, FSB Incentive Savings Plan 700,962 July 1993
Columbia Savings Association Deferred Compensation Plan $1,983,630 October 1993
3. Description of the Plan
The Plan is a contributory defined contribution plan
covering substantially all employees of the Company and its
subsidiaries. Each employee who elects to become a member
of the Plan authorizes a deduction of up to 15% of his or
her compensation on a before-tax basis, subject to certain
limitations. The participant has the option of having the
funds invested in fixed income, equity, short-term
investment funds or a combination thereof. The
Company can elect to make annual contributions based upon
its adjusted net profit as defined in the Plan Agreement.
In addition, the Company matches employee contributions up
to 6% of the employee's compensation.
Information about the Plan Agreement, including vesting
provisions, is contained in the Metropolitan Financial
Corporation 401(k) Savings Plan - Summary Plan Description,
which can be obtained from the plan sponsor's Human
Resources Department.
By action of its Board of Directors, the Company has the
right under the Plan Agreement to reduce, suspend or
discontinue its contribution to the Plan and to terminate
the Plan. In the event of termination of the Plan, the
assets of the Plan shall be distributed to the participants.
Metropolitan Financial Corporation
401(k) Savings Plan
Notes to Financial Statements (continued)
4. Investments and Marketable Securities
The current value of individual investments that represent
5% or more of plan assets is as follows:
December 31
1993 1992
________________________________________________________________________________________
Metropolitan Financial Corporation common stock $23,004,168 $17,030,633
Metropolitan Federal Bank, fsb savings certificates 7,598,477 5,190,000
Plymouth Growth Opportunities Portfolio 3,516,543 1,758,016
Plymouth Income and Growth Portfolio $ 2,692,798 1,253,913
Metropolitan Federal Bank,fsb Paymore Savings -- $ 1,026,533
5. Loans to Participants
Under the Plan Agreement, a participant may borrow a portion
of his or her vested benefits from the Plan. Loans are
limited to the lesser of $50,000 or 1/2 of the participant's
vested interest in his or her account. At December 31, 1993
and 1992, respectively, $1,894,588 and $1,088,230 of loans
were outstanding at interest rates ranging from 4.96% to
10.30% and 4.96% to 11.00%, respectively.
6. Income Tax Status
The Internal Revenue Service has ruled that the Plan
qualifies under Section 401(a) of the Internal Revenue Code
and is, therefore, not subject to tax under present income
tax laws.
Metropolitan Financial Corporation
401(k) Savings Plan
Notes to Financial Statements (continued)
7. Transactions with Parties-in-Interest
On December 31, 1993 and 1992, respectively, the Plan owned
1,394,192 and 1,024,399 shares of common stock of
Metropolitan Financial Corporation, the Plan sponsor.
Dividend income on these investments for the years ended
December 31, 1993 and 1992 was $489,516 and $223,932,
respectively. Also, on December 31, 1993 and 1992, the Plan
held $7,598,477 and $5,190,000, respectively, in savings
certificates and $1,558,481 and $2,644,434, respectively, in
deposit accounts of Metropolitan Federal Bank, a wholly-
owned subsidiary of the Company. For the years ended
December 31, 1993 and 1992, respectively, interest income of
$342,100 and $513,641 was earned by the Plan from these
investments.
8. Subsequent Events
Effective January 1, 1994, the Company's Board of Director's
approved an amendment to the Plan which reduced the
contribution of the Company from 100% to 50% of the employees
contribution up to 6% of the employees compensation.
Metropolitan Financial Corporation
401(k) Savings Plan
Schedule of Investments Held for Investment
December 31, 1993
Description of Investment
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Par or Market
Lessor or Similar Party Maturity Date Cost Value
______________________________________________________________________________________________________________
Mutual funds
Plymouth Growth Opportunities 139,990 shares held $2,918,880 $3,516,543
Plymouth Income and Growth 174,079 shares held 2,628,626 2,692,798
Plymouth Strategic Opportunities 62,031 shares held 1,283,956 1,290,244
_______________________
6,831,462 7,499,585
Corporate stock
Metropolitan Financial Corporation
Common Stock 1,394,192 shares held 10,792,351 23,004,168
Individual annuities
First Colony Life Insurance Co. Individual Annuity cash value 269,571 269,571
Lincoln National Life Insurance Individual Annuity cash value 491,796 491,796
______________________
761,367 761,367
Interest bearing savings accounts
Metropolitan Federal Bank, fsb 1,529,579 1,529,579
Savings certificates
Metropolitan Federal Bank, fsb $857,726 principal amount, due
January 13, 1994, 3.5% 857,726 857,726
Metropolitan Federal Bank, fsb $325,000 principal amount, due
January 15, 1994, 3.65% 325,000 325,000
Metropolitan Federal Bank, fsb $1,685,000 principal amount, due
January 30, 1994, 3.20% 1,685,000 1,685,000
Metropolitan Federal Bank, fsb $200,000 principal amount, due
February 23, 1994, 3.05% 200,000 200,000
Metropolitan Federal Bank, fsb $500,000 principal amount, due
May 2, 1994, 3.80% 500,000 500,000
Metropolitan Financial Corporation
401(k) Savings Plan
Schedule of Investments Held (continued)
December 31, 1993
Description of Investment
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Par or Market
Lessor or Similar Party Maturity Date Cost Value
______________________________________________________________________________________________________________
Savings certificates (continued)
Metropolitan Federal Bank, fsb $451,929 principal amount, due
June 30, 1994, 5.05% $451,930 $451,930
Metropolitan Federal Bank, fsb $200,000 principal amount, due
July 17, 1994, 7.40% 200,000 200,000
Metropolitan Federal Bank, fsb $602,293 principal amount, due
July 17, 1994, 4.50% 602,293 602,293
Metropolitan Federal Bank, fsb $160,000 principal amount, due
July 24, 1994, 4.50% 160,000 160,000
Metropolitan Federal Bank, fsb $401,528 principal amount, due
July 30, 1994, 4.50% 401,528 401,528
Metropolitan Federal Bank, fsb $500,000 principal amount, due
November 10, 1994, 3.30% 500,000 500,000
Metropolitan Federal Bank, fsb $815,000 principal amount, due
November 30, 1994, 3.15% 815,000 815,000
Metropolitan Federal Bank, fsb $400,000 principal amount, due
December 9, 1994, 3.40% 400,000 400,000
Metropolitan Federal Bank, fsb $500,000 principal amount, due
April 2, 1995, 4.20% 500,000 500,000
______________________________________________________________________________________________________________
7,598,477 7,598,477
______________________________________________________________________________________________________________
Total investments held $27,513,236 $40,393,176
==============================================================================================================
Metropolitan Financial Corporation
401(k) Savings Plan
Schedule of Transactions or Series of Transactions
in Excess of 5% of the Current Value of Plan Assets
For the period January 1 to December 31, 1993
Current Net Gain
Value of or (Loss)
Asset on on Each
Description of Transactions Purchase Selling Cost of Transac- Transac-
Identity of Party Involved or Series of Transactions Price Price Asset tion Date tion
__________________________________________________________________________________________________________________________________
Category (iii)--A series of transactions in a security issue aggregating 5%
Metropolitan Federal Bank, fsb 901 withdrawals from investment
checking account $17,906,387 $17,906,387 $17,906,387 --
Metropolitan Federal Bank, fsb 170 deposits to investment
checking account $17,882,301 17,882,301 17,882,301 --
Metropolitan Federal Bank, fsb 12 purchased savings certificates 6,992,726 6,992,726 6,992,726 --
Metropolitan Federal Bank, fsb 13 redeemed savings certificates 4,591,479 4,591,479 4,591,479 --
Metropoiltan Federal Bank, fsb 179 deposits to interest-bearing
savings account 5,767,625 5,767,625 5,767,625 --
Metropolitan Federal Bank, fsb 10 withdrawals from interest-
bearing savings account 5,264,579 5,264,579 5,264,579 --
Metropolitan Financial Corporation Purchased 372,733 shares of 6,123,596 6,123,596 6,123,596 --
common stock in a series of
23 transactions
Metropolitan Financial Corporation
401(k) Savings Plan
Schedule of Transactions or Series of Transactions
in Excess of 5% of the Current Value of Plan Assets (continued)
There were no reportable transactions of the following types
for the period January 1 to December 31, 1993:
Category (i)--A single transaction in excess of 5% of
plan assets.
Category (ii)--A series of transactions other than
securities transactions in excess of 5% of plan assets.
Category (iv)--Transactions with a person or with
respect to a security if any prior or subsequent single
transaction within the plan year with such person with
respect to securities exceeds 5% of plan assets.
SIGNATURE
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.
June 27, 1994 METROPOLITAN FINANCIAL CORPORATION
401(k) SAVINGS PLAN
(The Plan)
By___________________________________________
Sherri Hackett
Assistant Vice President
Corporate Benefits Manager
Metropolitan Financial Corporation
Administrator of the Plan
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-60924) pertaining to the Metropolitan Financial Corporation
401(k) Savings Plan of our report dated June 24, 1994, with respect to the
financial statements and schedules of Metropolitan Financial Corporation
401(k) Savings Plan included in this Annual Report (Form 11-K) for the year
ended December 31, 1993.
Ernst & Young
Minneapolis, Minnesota
June 29, 1994