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:
Bank Mutual Corporation 401(k) Plan F/K/A
Mutual Savings Bank 401(k) Savings and Investment Plan
4949 W. Brown Deer Rd.
P.O. Box 245034
Milwaukee, WI 53224-9534
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.
MUTUAL SAVINGS BANK 401(k)
SAVINGS AND INVESTMENT PLAN
Date: June 26, 2002
/s/ EUGENE H. MAURER, JR.
------------------------------------
Eugene H. Maurer, Jr., Trustee
MUTUAL SAVINGS BANK SAVINGS AND
INVESTMENT PLAN
Milwaukee, Wisconsin
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULE
Years Ended December 31, 2001 and 2000
MUTUAL SAVINGS BANK SAVINGS AND
INVESTMENT 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..................................9
[WIPFLI LOGO]
INDEPENDENT AUDITOR'S REPORT
Trustees
Mutual Savings Bank
Savings and Investment Plan
Milwaukee, Wisconsin
We have audited the accompanying statements of net assets available for benefits
of Mutual Savings Bank Savings and Investment 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
audits 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
May 31, 2002
Green Bay, Wisconsin
1
MUTUAL SAVINGS BANK SAVINGS AND
INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2001 and 2000
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2001 2000
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ASSETS
Cash $ 0 $ 21,679
Investments 4,532,664 3,613,410
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Net assets available for benefits $4,532,664 $3,635,089
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See accompanying notes to financial statements. 2
MUTUAL SAVINGS BANK SAVINGS AND
INVESTMENT 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 $ 392,887 $ 0
Interest and dividends 116,579 123,854
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Total investment income 509,466 123,854
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Contributions:
Participant 591,988 545,723
Employer 81,122 76,069
Rollover 0 37,277
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Total contributions 673,110 659,069
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Total additions 1,182,576 782,923
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Net depreciation in fair value of investments 0 687,557
Benefits paid to participants 285,001 680,380
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Total deductions 285,001 1,367,937
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Net additions (deductions) 897,575 (585,014)
Net assets available for benefits at beginning 3,635,089 4,220,103
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Net assets available for benefits at end $ 4,532,664 $ 3,635,089
==================================================================================================================================
See accompanying notes to financial statements. 3
MUTUAL SAVINGS BANK SAVINGS AND
INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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NOTE 1 PLAN DESCRIPTION
The following description of Mutual Savings Bank Savings and Investment
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 savings and investment plan covering
substantially all employees of Mutual Savings Bank (the "Bank") (a
wholly owned subsidiary of Bank Mutual Corporation) who have been
employed for one year, earn 1,000 hours of service, 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 10% 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 20% of the employee's
contributions. Employee contributions over 5% of annual cash
compensation are not matched. Matching contributions are funded at each
payroll date along with employee contributions. In addition, the Bank,
at its discretion, may make certain additional contributions as
determined by the Board of Directors of the Bank. No discretionary
contributions were made in 2001 or 2000.
PARTICIPANTS' ACCOUNTS
Each participant's account is credited with the participant's
contributions, the Bank's matching and discretionary contributions, and
plan earnings (based on participant's investment election and account
balance).
4
MUTUAL SAVINGS BANK SAVINGS AND
INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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NOTE 1 PLAN DESCRIPTION (Continued)
VESTING
All employee and employer contributions are 100% vested immediately.
EXPENSES OF THE PLAN
Administrative expenses, investment advisory fees, and substantially
all other expenses incurred in conjunction with the Plan are paid by
the Bank.
PAYMENT OF BENEFITS
Plan benefits are available at normal retirement, deferred retirement,
early withdrawal, disability retirement, death, or termination of
employment. Participants receive benefit payments in the form of a
lump-sum distribution.
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.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
METHOD OF ACCOUNTING
The accounting records of Mutual Savings Bank Savings and Investment
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.
5
MUTUAL SAVINGS BANK SAVINGS AND
INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVESTMENT VALUATION
Investments are stated at fair value. Investments in certificates of
deposit are stated at cost which approximates fair value. Mutual funds
are carried at current value which represents the quoted market values
of the underlying investments. The fair value of Bank Mutual
Corporation 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.
NOTE 3 INVESTMENTS
The following is a schedule of investments that individually represent
5% or more of the Plan's net assets at December 31:
2001 2000
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Asset Fair Percent of Asset Fair Percent of
Value Net Assets Value Net Assets
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Mutual Savings Bank
Certificate of Deposit:
7.06%, due January 22, 2002 $ 749,758 16.5 $ 508,213 14.0
Janus Twenty Fund 634,269 14.0 851,363 23.4
American Century Income &
Growth Fund 407,311 9.0 394,623 10.9
Dreyfus Appreciation Fund 309,560 6.8 255,923 7.0
Oppenheimer Quest Balanced
Value A Fund 281,782 6.2 244,944 6.7
Bank Mutual Corporation
Common Stock 1,966,567 43.4 1,208,695 33.3
6
MUTUAL SAVINGS BANK SAVINGS AND
INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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NOTE 3 INVESTMENTS (Continued)
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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Mutual funds ($363,111) ($625,084)
Bank Mutual Corporation common stock 755,998 (62,473)
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Net appreciation (depreciation) $ 392,887 ($687,557)
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NOTE 4 TRANSACTIONS WITH PARTIES-IN-INTEREST
Mutual Savings Bank serves as the sponsor of the Plan. As of December
31, 2001 and 2000, Mutual Savings Bank is a wholly owned subsidiary of
Bank Mutual Corporation. The Plan had the following transactions with
Bank Mutual Corporation:
2001 2000
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Purchases of stock:
Number of shares 14,722 130,415
Value of shares on transaction dates $ 199,148 $1,303,011
Sales of stock:
Number of shares 13,251 3,184
Value of shares on transaction dates $ 197,274 $ 27,706
At December 31, 2001 and 2000, the Plan held 128,702 shares and 127,231
shares, respectively, of Bank Mutual Corporation common stock.
NOTE 5 TAX-EXEMPT STATUS OF PLAN
On September 9, 1994, the Internal Revenue Service declared that 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.
7
MUTUAL SAVINGS BANK SAVINGS AND
INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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NOTE 6 SUBSEQUENT EVENT
Effective December 31, 2001, the Plan was to merge with First Northern
Savings Bank 401(k) Savings Plan. The assets of First Northern Savings
Bank 401(k) Savings Plan did not transfer from Principal Mutual Life
Insurance Company until early January 2002. Wells Fargo is trustee of
the new Plan. The Plan's assets did not transfer to Wells Fargo until
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.
8
SUPPLEMENTAL SCHEDULE
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MUTUAL SAVINGS BANK SAVINGS AND INVESTMENT PLAN
Plan's EIN #39-0491685 Plan #002
SCHEDULE 1 - SCHEDULE H, ITEM IV(i) - SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES
December 31, 2001
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DESCRIPTION OF INVESTMENT INCLUDING
IDENTITY OF ISSUE, BORROWER, LESSOR, OR MATURITY DATE, RATE OF INTEREST, CURRENT
SIMILAR PARTY COLLATERAL, PAR, OR MATURITY VALUE VALUE
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Mutual Savings Bank* 7.06%, due January 22, 2002 - Certificate of
deposit $ 749,758
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Janus Twenty Fund 16,491.669 shares - Mutual fund 634,269
American Century Income & Growth Fund 14,892.534 shares - Mutual fund 407,311
Dreyfus Appreciation Fund 8,142.033 shares - Mutual fund 309,560
Oppenheimer Quest Balanced Value A Fund 17,600.365 shares - Mutual fund 281,782
Deutsche International Fund 3,809.616 shares - Mutual fund 71,887
Dreyfus Founders Balanced Fund 4,931.869 shares - Mutual fund 40,392
Invesco Value Total Return Fund 1,110.783 shares - Mutual fund 27,781
Warburg Pincus Fixed Income Fund 4,299.764 shares - Mutual fund 43,170
Schwab Retirement Money Fund 186.760 shares - Mutual fund 187
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Total mutual funds 1,816,339
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Bank Mutual Corporation* 128,702 shares - Common stock 1,966,567
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Total assets held for investment purposes $4,532,664
=============================================================================================================================
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*Represents a party-in-interest.
See Independent Auditor's Report. 9