SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from January 1, 2001 to December 31, 2001
Commission file number 000-31207
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
*First Northern Savings Bank 401(k) Savings Plan
201 N. Monroe Avenue
P.O. Box 23100
Green Bay, WI 54305-3100
*Combined into Bank Mutual Corporation 401(k) Plan on
January 1, 2002
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Bank Mutual Corporation
4949 W. Brown Deer Road
P.O. Box 245034
Milwaukee, WI 53224-9534
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees have duly caused this annual report to be signed on its
behalf by the undersigned thereunto duly authorized.
FIRST NORTHERN SAVINGS BANK
401(K) SAVINGS PLAN
Date: June 26, 2002
/s/ MICHAEL D. MEEUWSEN
------------------------------------
Michael D. Meeuwsen, Trustee
/s/ RICK B. COLBERG
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Rick B. Colberg, Trustee
/s/ MARLA J. CARR
------------------------------------
Marla J. Carr, Trustee
FIRST NORTHERN SAVINGS BANK
401(K) SAVINGS PLAN
Green Bay, Wisconsin
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULE
Years Ended December 31, 2001 and 2000
FIRST NORTHERN SAVINGS BANK
401(K) SAVINGS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Years Ended December 31, 2001 and 2000
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TABLE OF CONTENTS
INDEPENDENT AUDITOR'S REPORT.......................................................................................1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits...............................................................2
Statements of Changes in Net Assets Available for Benefits....................................................3
Notes to Financial Statements.................................................................................4
SUPPLEMENTAL SCHEDULE
Schedule 1 - Schedule H, Item IV(i) - Schedule of Assets Held for Investment Purposes........................11
[WIPFLI LOGO]
INDEPENDENT AUDITOR'S REPORT
Board of Trustees
First Northern Savings Bank
401(k) Savings Plan
Green Bay, Wisconsin
We have audited the accompanying statements of net assets available for benefits
of First Northern Savings Bank 401(k) Savings Plan as of December 31, 2001 and
2000, 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 management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 as of
December 31, 2001 and 2000, and the changes in its net assets available for
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States.
Our audits were performed 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 as of December 31, 2001, 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
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 audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
Wipfli Ullrich Bertelson LLP
June 3, 2002
Green Bay, Wisconsin
1
FIRST NORTHERN SAVINGS BANK
401(K) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2001 and 2000
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2001 2000
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ASSETS
Investments $11,469,748 $10,495,453
Receivable - Employer contribution 401,121 313,322
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Net assets available for benefits $11,870,869 $10,808,775
===================================================================================================================
See accompanying notes to financial statements. 2
FIRST NORTHERN SAVINGS BANK
401(K) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years Ended December 31, 2001 and 2000
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2001 2000
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ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Net appreciation in fair value of investments $ 90,683 $ 1,168,962
Interest and dividends 285,907 168,448
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Total investment income 376,590 1,337,410
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Contributions:
Participant 422,915 434,790
Employer 509,067 402,982
Rollover 17,602 10,210
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Total contributions 949,584 847,982
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Total additions 1,326,174 2,185,392
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 263,144 1,257,900
Administrative expenses 936 1,790
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Total deductions 264,080 1,259,690
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Net additions 1,062,094 925,702
Net assets available for benefits at beginning 10,808,775 9,883,073
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Net assets available for benefits at end $11,870,869 $10,808,775
=====================================================================================================================
See accompanying notes to financial statements. 3
FIRST NORTHERN SAVINGS BANK
401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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NOTE 1 PLAN DESCRIPTION
The following description of First Northern Savings Bank 401(k) Savings
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 401(k) retirement savings plan
covering substantially all employees of First Northern Savings Bank and
its wholly owned subsidiaries (the "Bank") (a wholly owned subsidiary
of Bank Mutual Corporation) who have been employed for one year and are
21 years of age. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974. The Plan is administered by
certain officers of the Bank.
EMPLOYEE CONTRIBUTIONS
Participants may elect to defer a portion of their cash compensation
(up to the lesser of 15% of annual compensation or $10,500 in 2001 and
2000) and contribute this amount to the Plan. Amounts contributed are
deducted from gross wages for each payroll period and are remitted to
the Plan in accordance with the investment options selected by the
participant.
EMPLOYER CONTRIBUTIONS
The Bank makes matching contributions equal to 50% of the employee's
contributions. Employee contributions over 4% of annual cash
compensation are not matched. Matching contributions are funded at each
payroll date along with employee contributions. The Bank also makes an
annual contribution equal to 3% of each qualified participant's annual
cash compensation. In addition, the Bank, at its discretion, may make
certain additional contributions as determined by the Board of
Directors of the Bank. The additional contribution is equal to 3.75%
and 2.50% of each qualified participant's annual cash compensation at
December 31, 2001 and 2000, respectively.
PARTICIPANTS' ACCOUNTS
Each participant's account is credited with the participant's
contributions, the Bank's matching, annual and discretionary
contributions, and plan earnings (based on participant's investment
election and account balance).
4
FIRST NORTHERN SAVINGS BANK
401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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NOTE 1 PLAN DESCRIPTION (Continued)
PARTICIPANT LOANS
Participants may borrow from their fund accounts a minimum of $1,000 to
a maximum equal to the lesser of $50,000 or 50% of their vested account
balance. Loan terms range from one to five years. The loans are secured
by the balance in the participant's account and bear interest at a rate
commensurate with similar type loans made by the Bank. Principal and
interest are paid ratably through monthly payroll deductions.
VESTING
All employee contributions are 100% vested immediately. Employer
contributions vest at 25% after two years of service, 50% after three
years of service, and 100% after four years of service. In addition,
there is full vesting upon normal retirement at age 65, death, or
disability. Amounts forfeited are aggregated and used to offset future
employer contributions.
EXPENSES OF THE PLAN
Administrative expenses charged by Principal Mutual Life Insurance
Company, investment advisory fees, and substantially all other expenses
incurred in conjunction with the Plan are paid by the Bank. Certain
administrative expenses and withdrawal charges are paid out of plan
assets.
PAYMENT OF BENEFITS
Plan benefits are available at normal retirement, deferred retirement,
early withdrawal, disability retirement, death, or termination of
employment.
Participants may elect to receive benefit payments in the form of a
lump-sum distribution or in installments.
PLAN TERMINATION
The Bank has reserved the right to terminate the Plan at any time. In
the event of termination, all amounts credited to participants'
accounts will be distributed to participants in accordance with the
Plan's provisions.
5
FIRST NORTHERN SAVINGS BANK
401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
METHOD OF ACCOUNTING
The accounting records of First Northern Savings Bank 401(k) Savings
Plan are maintained on the accrual basis of accounting in accordance
with generally accepted accounting principles.
USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS
The preparation of the accompanying financial statements in conformity
with generally accepted accounting principles requires the plan
administrator to make estimates and assumptions that affect certain
reported amounts and disclosures. Actual results may differ from these
estimates.
INVESTMENT VALUATION
Investments are stated at fair value. Investments in the Principal
Financial Group's Pooled Separate Accounts are carried at fair value
which represents the quoted market price of the underlying investments.
For investments in securities which do not have an established market,
the trustee of the Plan establishes a fair value. The Guaranteed
Interest Accounts include funds under group annuity contracts. The
contracts are stated at fair market value, which is determined by
adjusting the contract value for differences between the current market
interest rate and the interest rate on the account. The fair value of
Bank Mutual Corporation's common stock is its quoted market price.
Security transactions are accounted for on the trade-date basis (the
date the order to buy or sell is executed).
Both realized and unrealized appreciation or depreciation is reflected
for the year in the statement of changes in net assets available for
benefits. Gains or losses on security transactions are recorded as the
difference between proceeds received and the carrying value of the
investments. Interest income is recognized on the accrual method, and
dividend income is recorded on the ex-dividend date.
6
FIRST NORTHERN SAVINGS BANK
401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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NOTE 3 INVESTMENTS
The following is a schedule of investments that individually represents
5% or more of the Plan's net assets at December 31:
2001 2000
-------------------------------- -----------------------------------
ASSET FAIR PERCENT OF ASSET FAIR PERCENT OF
VALUE NET ASSETS VALUE NET ASSETS
----------------------------------------------------------------------------------------------------------------
Principal Stable Value Account $682,672 5.8 $554,428 5.1
Principal Small Company Blend Account 1,552,519 13.1 1,331,181 12.3
Principal Large Company Blend Account 1,589,459 13.4 1,893,113 17.5
Principal Small Company Growth Account 741,286 6.2 732,641 6.8
Principal Medium Company Growth Account 903,345 7.6 1,063,064 9.8
Principal Large Company Growth Account 949,809 8.0 1,286,974 11.9
Bank Mutual Corporation Common Stock 3,218,106 27.1 1,786,550 16.5
During 2001 and 2000, the Plan's investments (including investments
bought or sold during the year as well as those held at the end of the
year) appreciated (depreciated) as follows:
2001 2000
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Pooled Separate Accounts ($1,043,775) ($607,784)
First Northern Capital Corporation Stock 0 1,874,923
Bank Mutual Corporation Stock 1,134,458 (98,177)
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Net appreciation $90,683 $1,168,962
==========================================================================================================
7
FIRST NORTHERN SAVINGS BANK
401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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NOTE 4 TRANSACTIONS WITH PARTIES-IN-INTEREST
First Northern Savings Bank serves as the sponsor of the Plan. As of
January 1, 2000, First Northern Savings Bank was a wholly owned
subsidiary of First Northern Capital Corporation (FNGB). In November
2000, First Northern Savings Bank completed a merger with Bank Mutual
Corporation. As of December 31, 2001 and 2000, First Northern Savings
Bank is a wholly owned subsidiary of Bank Mutual Corporation. The Plan
had the following transactions with these parties-in-interest:
2001 2000
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Purchases of stock:
Number of shares of FNGB stock 0 44,444
Value of shares on transaction dates $ 0 $524,705
Number of shares of Bank Mutual Corporation stock 25,581 882
Value of shares on transaction dates $342,049 $ 8,697
Sales of stock:
Number of shares of FNGB stock 0 36,002
Value of shares on transaction dates $ 0 $459,037
Number of shares of Bank Mutual Corporation stock 3,006 2,702
Value of shares on transaction dates $ 41,085 $ 22,471
Exchange of common stock:
FNGB shares exchanged 0 348,388
Bank Mutual Corporation shares received 0 189,854
Dividend income received on FNGB stock $ 0 $116,830
Dividend income received on Bank Mutual Corporation stock $ 56,339 $ 0
Plan administrative expenses paid by the Bank $ 19,874 $ 18,531
At December 31, 2001 and 2000, the Plan held 210,609 shares and 188,034
shares, respectively, of Bank Mutual Corporation common stock.
8
FIRST NORTHERN SAVINGS BANK
401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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NOTE 5 TAX-EXEMPT STATUS OF THE PLAN
On January 26, 1993, the Internal Revenue Service declared the Plan is
qualified pursuant to Section 401 of the Internal Revenue Code. Plan
management believes any amendments and events since the effective date
of the last Internal Revenue Service determination letter do not affect
the qualified status of the Plan. Accordingly, the Plan is exempt from
federal and state income taxes under current provisions of their
respective laws.
NOTE 6 RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The Form 5500 filed for December 31, 2001, presented net assets
available for benefits on the modified cash basis of accounting. The
Form 5500 filed for December 31, 2000, presented net assets available
for benefits on the accrual basis of accounting.
Following is a reconciliation of net assets available for benefits per
the financial statements at December 31, 2001:
Net assets available for benefits per the financial statements $11,870,869
Less - Employer contributions receivable 401,121
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Net assets available for benefits per Form 5500 $11,469,748
===================================================================================
Following is a reconciliation of employer contributions received per
the financial statements for the year ended December 31, 2001:
Employer contributions per the financial statements $509,067
Less - Employer contributions receivable at 401,121
December 31, 2001
-----------------------------------------------------------------------------------
Employer contributions per Form 5500 $107,946
===================================================================================
9
FIRST NORTHERN SAVINGS BANK
401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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NOTE 7 SUBSEQUENT EVENT
Effective December 31, 2001, the Plan was to merge with Mutual Savings
Bank Savings and Investment Plan. The transfer of assets actually took
place in early January 2002. Prior to the merger, both plans operated
in a similar manner. The new plan's legal name is Bank Mutual
Corporation 401(k) Plan.
10
SUPPLEMENTAL SCHEDULE
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FIRST NORTHERN SAVINGS BANK
401(K) SAVINGS PLAN
Plan's EIN #39-0318280 Plan #002
SCHEDULE 1 - SCHEDULE H, ITEM IV(i) - SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES
December 31, 2001
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IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE, CURRENT
LESSOR, OR SIMILAR PARTY RATE OF INTEREST, COLLATERAL, PAR, OR MATURITY VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------
Principal Financial Group Guaranteed Interest Accounts:
Maturing December 31, 2001 $ 134,829
Maturing December 31, 2002 143,973
Maturing December 31, 2003 141,126
Maturing December 31, 2005 7,898
Principal Financial Group Pooled Separate Accounts:
51,894.9590 shares - Principal Stable Value Account 682,672
446.9927 shares - Principal Bond and Mortgage Account 265,531
23,026.5959 shares - Principal Stock Emphasis Balanced Account 457,890
12,849.6423 shares - Principal Large Cap Stock Index Account 526,196
3,768.2836 shares - Principal International Stock Account 109,682
34,566.6728 shares - Principal Small Company Blend Account 1,552,519
84,993.9446 shares - Principal Large Company Blend Account 1,589,459
41,768.3603 shares - Principal Small Company Growth Account 741,286
49,547.8724 shares - Principal Medium Company Growth Account 903,345
47,561.1310 shares - Principal Large Company Growth Account 949,809
Bank Mutual Corporation* 210,609 shares - Common stock 3,218,106
Participant Loans 8.0% to 10.35% notes maturing over the next three years 45,427
- ------------------------------------------------------------------------------------------------------------------------------
Total assets held for investment purposes $11,469,748
==============================================================================================================================
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* Represents a party-in-interest.
See Independent Auditor's Report. 11