SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
(Mark One):
XX ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
___ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to _____________
Commission file number 000-20739
A. Full title of the plan and address of the plan, if different from
that of the issuer named below:
FIRST FEDERAL SAVINGS 401(k) PLAN
301 Fairway Drive
Bloomington, IL 61701
B. Name of the issuer of the securities held pursuant to the plan
and the address of its principal executive office:
EAGLE BANCGROUP, INC.
301 Fairway Drive
Bloomington, IL 61701
-1-
First Federal Savings 401(k) Plan
Statement of Net Assets Available for Benefits, with Fund Information
(Unaudited)
December 31, 1996
Fund 1 Fund 2 Fund 3 Fund 4 Fund 5 Fund 6
ASSETS
Eagle BancGroup,
Inc. common
stock 44,476 - - - - -
Shares of
registered
investment
companies - - 33,082 2,083 20,557 5,630
Total Investments 44,476 - 33,082 2,083 20,557 5,630
Cash 157 - - - - -
Money market funds - 1,693 - - - -
Participant - - 109 - 286 67
Employer - - 1,377 - 2,907 674
Total Contributions
Receivable - - 1,486 - 3,193 741
Net Assets
Available for
Benefits 44,633 1,693 34,568 2,083 23,750 6,371
December 31, 1996, continued
Fund 7 Fund 8 Fund 9 Fund 10 Fund 11 Fund 12
ASSETS
Eagle BancGroup,
Inc. common
stock - - - - - -
Shares of
registered
investment
companies 29,967 29,425 10,163 3,550 8,080 10,861
Total Investments 29,967 29,425 10,163 3,550 8,080 10,861
Cash - - - - - -
Money market funds - - - - - -
Participant 213 266 103 30 98 131
Employer 1,944 2,724 350 100 914 1,423
Total Contributions
Receivable 2,157 2,990 453 130 1,012 1,554
Net Assets
Available for
Benefits 32,124 32,415 10,616 3,680 9,092 12,415
December 31, 1996, continued
Fund 13 Fund 14 Fund 15 Fund 16 Fund 17 Total
ASSETS
Eagle BancGroup,
Inc. common
stock - - - - - 44,476
Shares of
registered
investment
companies 27,726 24,211 16,413 3,138 11,170 236,056
Total Investments 27,726 24,211 16,413 3,138 11,170 280,532
Cash - - - - - 157
Money market funds - - - - - 1,693
Participant 286 289 199 34 169 2,280
Employer 2,248 2,987 2,132 172 1,607 21,559
Total Contributions
Receivable 2,534 3,276 2,331 206 1,776 23,839
Net Assets
Available for
Benefits 30,260 27,487 18,744 3,344 12,946 306,221
See accompanying notes.
-2-
First Federal Savings 401(k) Plan
Statement of Net Assets Available for Benefits, with Fund Information
(Unaudited)
December 31, 1995
Fund A Fund B Fund C Fund D Fund E Fund F Total
ASSETS
Shares of
registered
investment
companies - 33,446 46,632 38,644 44,564 16,164 179,450
Total Investments - 33,446 46,632 38,644 44,564 16,164 179,450
Accrued income 21 - 1 185 43 78 328
Cash - 835 - - - - 835
Money market funds 5,090 - 220 798 1,240 414 7,762
Employer contributions
receivable 1,218 6,388 2,053 5,933 7,262 1,660 24,514
Total Assets 6,329 40,669 48,906 45,560 53,109 18,316 212,889
Due to brokers - 835 220 798 1,240 414 3,507
Net Assets
Available for
Benefits 6,329 39,834 48,686 44,762 51,869 17,902 209,382
See accompanying notes.
-3-
First Federal Savings 401(k) Plan
Statement of Changes in Net Assets Available for Plan Benefits
(Unaudited)
The 1996 Statement of Changes is presented in two sections. The first section
reflects activity from January 1 through March 11 during which time the plan
was administered by IAA Trust Company. The second section reflects activity
from March 11 through December 31 during which time the plan was administered
by First Mercantile Trust Company. The Plan Administrator changed to First
Mercantile Trust Company from IAA Trust Company on March 11.
For the Period From January 1, 1996 Through March 11, 1996
Fund A Fund B Fund C Fund D Fund E Fund F Total
Investment Income:
Interest 44 - 144 (44) 119 (23) 240
Dividends - 96 - - - - 96
Other - - - 213 85 156 454
Total Investment
Income 44 96 144 169 204 133 790
Realized Gain (Loss) on
Investments - 4,184 2,943 4,678 4,726 782 17,313
Unrealized Appreciation
(Depreciation) on
Investments - (3,277) (2,758) (2,866) (3,395) (785) (13,081)
Contributions:
Participant - - - - - - -
Employer - - - - - - -
Total Contributions - - - - - - -
Total Additions 44 1,003 329 1,981 1,535 130 5,022
Deductions:
Forfeitures - - - - - - -
Benefits paid to
participants 1,084 2,893 1,641 8,338 930 - 14,886
Amount transferred
to new plan
administrator 5,289 37,944 47,374 38,405 52,474 18,032 199,518
Total Deductions 6,373 40,837 49,015 46,743 53,404 18,032 214,404
Net Assets Available
for Benefits:
Beginning of Period 6,329 39,834 48,686 44,762 51,869 17,902 209,382
End of Period - - - - - - -
See accompanying notes.
-4-
For The Period From March 11, 1996 Through December 31, 1996
Fund 1 Fund 2 Fund 3 Fund 4 Fund 5 Fund 6
Amount Transferred
From Former Plan
Administrator - (1,607) 30,829 1,537 18,523 5,156
Unrealized Appreciation
(Depreciation) on
Investments 14,382 54 1,372 132 1,486 472
Contributions:
Participant 1,037 1,861 3,062 414 6,453 1,380
Employer - 1,696 1,377 - 2,907 674
Total Contributions 1,037 3,557 4,439 414 9,360 2,054
Total Additions 15,419 3,611 5,811 546 10,846 2,526
Deductions:
Forfeitures - 1,696 - - - -
Benefits paid to
participants - (1,349) 1,520 - 672 223
Total Deductions - 347 1,520 - 672 223
Interfund transfers 29,214 36 (552) - (4,947) (1,088)
Net Assets Available
for Benefits:
Beginning of Period - - - - - -
End of Period 44,633 1,693 34,568 2,083 23,750 6,371
For the Period From March 11, 1996 Through December 31, 1996, continued
Fund 7 Fund 8 Fund 9 Fund 10 Fund 11 Fund 12
Amount transferred
from former plan
administrator 26,019 26,113 5,903 2,530 8,319 10,054
Unrealized Appreciation
(Depreciation) on
Investments 820 3,568 1,021 276 362 806
Contributions:
Participant 5,322 5,980 3,342 774 1,966 2,701
Employer 1,943 2,724 350 100 914 1,423
Total Contributions 7,265 8,704 3,692 874 2,880 4,124
Total Additions 8,085 12,272 4,713 1,100 3,242 4,930
Deductions:
Forfeitures - - - - - -
Benefits paid to
participants 1,433 1,086 - - 374 424
Total Deductions 1,433 1,086 - - 374 424
Interfund transfers (547) (4,884) - - (2,095) (2,145)
Net Assets Available
for Benefits:
Beginning of Period - - - - - -
End of Period 32,124 32,415 10,616 3,680 9,092 12,415
For the Period From March 11, 1996 Through December 31, 1996, continued
Fund 13 Fund 14 Fund 15 Fund 16 Fund 17 Total
Amount Transferred
From Former Plan
Administrator 20,947 19,112 15,144 1,869 9,070 199,518
Unrealized Appreciation
(Depreciation) on
Investments 4,555 2,575 1,709 408 852 34,850
Contributions:
Participant 6,769 6,467 4,463 895 3,879 56,765
Employer 2,248 2,986 2,132 172 1,608 23,254
Total Contributions 9,017 9,453 6,595 1,067 5,487 80,019
Total Additions 13,572 12,028 8,304 1,475 6,339 114,669
Deductions:
Forfeitures - - - - - 1,696
Benefits paid to
participants 414 812 583 - 278 6,470
Total Deductions 414 812 583 - 278 8,166
Interfund transfers (3,845) (2,841) (4,121) - (2,185) -
Net Assets Available
for Benefits:
Beginning of Period - - - - - -
End of Period 30,260 27,487 18,744 3,344 12,946 306,221
See accompanying notes.
-5-
First Federal Savings 401(k) Plan
Statement of Changes in Net Assets Available for Plan Benefits
(Unaudited)
For the Year Ended December 31, 1995
Fund A Fund B Fund C Fund D Fund E Fund F Total
Investment Income:
Interest 212 - 24 186 69 43 534
Dividends - 1,450 - - - - 1,450
Other - - - 384 474 779 1,637
Total Investment
Income 212 1,450 24 570 543 822 3,621
Realized Gain (Loss) on
Investments - - - (160) 2,892 220 2,952
Unrealized Appreciation
(Depreciation) on
Investments - 3,517 2,067 4,076 3,862 1,076 14,598
Contributions:
Participant 3,271 13,980 3,348 12,055 15,858 4,351 52,863
Employer 1,218 6,388 2,053 5,933 7,262 1,660 24,514
Total Contributions 4,489 20,368 5,401 17,988 23,120 6,011 77,377
Total Additions 4,701 25,335 7,492 22,474 30,417 8,129 98,548
Deductions:
Forfeitures - - - - - - -
Benefits paid to
participants 1,147 - 504 1,390 2,288 23 5,352
Total Deductions 1,147 - 504 1,390 2,288 23 5,352
Interfund transfers - (54) - 974 (920) - -
Net Assets Available
for Benefits:
Beginning of Period 2,775 14,553 41,698 22,704 24,660 9,796 116,186
End of Period 6,329 39,834 48,686 44,762 51,869 17,902 209,382
See accompanying notes.
-6-
First Federal Savings 401(k) Plan
Notes to Financial Statements
NOTE 1. DESCRIPTION OF THE PLAN
The following description of the First Federal Savings 401(k) Plan (the
'Plan') provides only general information. Participants should refer to the
Summary Plan Description for a more complete description of the Plan's
provisions.
GENERAL
The Plan is a profit sharing plan with a cash or deferred arrangement
established in accordance with the requirements of Sections 401(a) and 401(k)
of the Internal Revenue Code. The Plan is subject to the provisions of ERISA.
Substantially all employees of First Federal Savings are covered by the plan.
Donald L. Fernandes, President and CEO of First Federal Savings, is Trustee of
the Plan.
ELIGIBILITY
Each employee of First Federal Savings is eligible to participate in the
Plan on the next January 1 or July 1 following or coinciding with the employee
attaining the age of twenty and one-half years and completing six months of
service. As of January 1, 1997, there were 47 employees eligible to
participate in the Plan with 37 employees actually participating.
CONTRIBUTIONS
Participants may elect to reduce pretax compensation from 1% to 15% and
have that amount contributed to the Plan. Rollover contributions from other
plans may also be made subject to approval of the Plan Administrator and to
compliance with IRS regulations. In addition, the Board of Directors of First
Federal Savings may elect to make matching and or discretionary contributions
to the Plan to eligible participants on the last day of the fiscal year. For
1996 and 1995, First Federal Savings matched 100% of the first $250 and 50% of
next $1,500 of eligible participant contributions. Participants elect their
contribution percentage when initially eligible to participate and can modify
or terminate their contribution percentage as of the first day of each
calendar quarter thereafter.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contributions, First Federal Savings' matching and discretionary contributions
and Plan earnings.
VESTING
Participants are at all times fully vested in their contributions and the
earnings thereon. Participants fully vest in employer contributions and
earnings thereon after six years of qualified service based on vesting 20%
after each of the second through sixth years of qualified service. A year of
qualified service is earned in each 12 month period in which the participant
completes at least 501 hours of service. Generally, vesting is accelerated
upon retirement or due to death or disability of the participant.
PLAN ADMINISTRATOR
In March, 1996, the Plan Administrator changed from IAA Trust Company to
First Mercantile Trust Company. All participant accounts were closed at IAA
Trust Company and transferred to First Mercantile Trust Company on March 11,
1996. Prior to the transfer, all participants had determined into which
investment options at First Mercantile Trust Company their account balance
would be placed.
-7-
INVESTMENT OPTIONS
Participants may elect to direct the investment of any or all of their
accounts under the Plan. Participants can invest in stock of Eagle BancGroup,
Inc., the holding company that owns First Federal Savings (up to 50% of their
account), and any combination of 16 mutual funds offered by First Mercantile
Trust Company. The fund numbers listed as part of the following brief fund
descriptions correspond to the financial statements presented in this report.
Fund 1: Eagle BancGroup, Inc. Common Stock
Fund 2: First Mercantile Money Market Fund
Fund 3: LaSalle National Trust - guaranteed investment contracts
Fund 4: Sun Valley Advisors, Inc. - global stock funds
Fund 5: Navellier & Associates - growth stocks
Fund 6: Miller/Howard Investments - utilities
Fund 7: Hamilton, Allen & Associates - government bonds
Fund 8: Trinity Investment Management - value stocks
Fund 9: Highland Capital Management - growth stocks and bonds
Fund 10: Thompson, Siegel & Walmsley - value stocks and bonds
Fund 11: T. Rowe Price - international bonds
Fund 12: Boston Asset - large value stocks
Fund 13: Brandes Investment Partners - international equity
Fund 14: Frontier Capital Management - growth stocks
Fund 15: Provident Investment - growth stocks
Fund 16: Roger Engemann & Associates - growth stocks
Fund 17: Amerindo Investment Advisors - bio-tech stocks
Participants may change their investment options quarterly.
For reference to the financial statements dated prior to the change in
Plan Administrator, listed below are the fund numbers and names for the IAA
Trust Company funds:
Fund A: Money Market Fund
Fund B: IAA Asset Allocation Fund
Fund C: Guaranteed Investment Contract Fund
Fund D: International Fund
Fund E: Common Stock Fund
Fund F: Long Term Bond Fund
-8-
PAYMENT OF BENEFITS
Benefits payable to a participant include the sum of their salary
deferral, rollover contributions, vested share of employer contributions and
net earnings on the investment of such amounts through the date of valuation.
Benefits are payable to participants as a result of termination of employment,
death or under certain hardship conditions. Following termination of
employment or death, benefits can be paid in a lump sum, in two or more annual
installments, in a nontransferable annuity contract or rolled into another
qualified plan. If the vested portion of the Participant's account is less
than $3,500, payment is generally made in a lump sum. If the vested portion
of the Participant's Accounts exceeds $3,500, no distribution generally will
be made if the Participant has not attained age 65 unless the Participant
consents to an earlier distribution.
Benefits will be paid to the designated beneficiary in the event of a
Participant's death. If married, the Participant's spouse shall be the
beneficiary unless the spouse has agreed to another beneficiary.
Participants may be permitted to make a withdrawal of their contributions
and employer contributions, not including earnings on such funds, under
certain conditions, including payment of medical expenses, purchase of a
principal residence and payment of tuition and related fees for post secondary
education. Certain conditions must be met before such withdrawals and
participant contributions are suspended for twelve months following such
withdrawals.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan have been prepared on the accrual
basis.
USE OF ESTIMATES
The preparation of 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. Accordingly, actual results may differ from those estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION
Shares in registered investment companies are carried at aggregate
current value with the difference between cost and current value reflected in
the statement of changes in net assets available for benefits as unrealized
appreciation or depreciation of investments. Market values of shares in
registered investment companies are based on the quoted net asset value
(redemption value) of the investment company at year end. Investment in Eagle
BancGroup, Inc. common stock is carried at quoted market prices.
WITHDRAWALS AND FORFEITURES
Participants who withdraw from the Plan forfeit any unvested amounts in
their accounts. Forfeiture amounts are allocated to all other participants in
addition to any amounts contributed by the Employer.
ADMINISTRATIVE EXPENSES
Administrative expenses are generally paid by the Employer.
-9-
NOTE 3. INVESTMENTS
The Plan Administrator holds the Plan's investments and executes all of
the Plan's transactions related to all funds except the Eagle BancGroup, Inc.
common stock. Transactions related to Eagle BancGroup, Inc. common stock are
executed by Trident Securities, Inc. at the direction of the Plan Trustee.
Trident maintains the current holdings of Eagle BancGroup, Inc. common stock.
Financial information with respect to investments held at December 31, 1996
was provided by First Mercantile Trust Company and Trident. IAA Trust Company
provided financial information with respect to investments held at December
31, 1995. The financial information presented has not been audited by
independent auditors. Investments that represent 5% or more of the Plan's net
assets are identified with an asterisk (*).
December 31, 1996 Fair Appreciation
Units Cost Value (Depreciation)
Common Stock:
Fund 1-Eagle BancGroup stock* 2990.00 30,130 44,476 14,346
Registered Investment Companies:
Fund 3-LaSalle National Trust* 2019.96 31,710 33,082 1,372
Fund 4-Sun Valley Advisors 113.79 1,951 2,083 132
Fund 5-Navellier & Associates* 770.77 19,071 20,557 1,486
Fund 6-Miller/Howard Investments 356.49 5,158 5,630 472
Fund 7-Hamilton, Allen & Assoc* 1872.53 29,147 29,967 820
Fund 8-Trinity Investment Mgt* 1832.78 25,857 29,425 3,568
Fund 9-Highland Capital Mgt 483.97 9,142 10,163 1,021
Fund 10-Thompson, Siegel &
Walmsley 167.88 3,274 3,550 276
Fund 11-T. Rowe Price 731.89 7,718 8,080 362
Fund 12-Boston Asset 514.54 10,055 10,861 806
Fund 13-Brandes Investment* 2285.87 23,171 27,726 4,555
Fund 14-Frontier Capital Mgt* 972.90 21,636 24,211 2,575
Fund 15-Provident Investment* 580.65 14,704 16,413 1,709
Fund 16-Roger Engemann & Assoc 214.97 2,730 3,138 408
Fund 17-Amerindo Investment
Advisors 207.99 10,318 11,170 852
Total Investments 245,772 280,532 34,760
-10-
December 31, 1995
Fair Appreciation
Units Cost Value (Depreciation)
Registered Investment Companies:
Fund B-IAA Asset Allocation* 2586.67 30,169 33,446 3,277
Fund C-Guaranteed Investment
Contract* 2952.09 43,874 46,632 2,758
Fund D-International* 345.03 35,777 38,644 2,867
Fund E-Common Stock* 125.58 41,169 44,564 3,395
Fund F-Long Term Bond* 159.08 15,379 16,164 785
Total Investments 166,368 179,450 13,082
NOTE 4. 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. Once qualified, the Plan is required to
operate in conformity with the Internal Revenue Code to maintain its
qualification. Neither the Plan Administrator nor the Plan Trustee is aware
of any course of action or series of events that have occurred that might
adversely affect the qualified status of the Plan.
NOTE 5. TRANSACTIONS WITH PARTIES-IN-INTEREST
The Plan owned 2,990 shares of Eagle BancGroup, Inc. (parent of First
Federal Savings and Loan) common stock, all purchased in 1996, with a fair
value of $46,476 at December 31, 1996. Purchases of Eagle BancGroup, Inc.
common stock have been allowed in the Plan since 1996. There were no sales
or other disposals of Eagle BancGroup, Inc. common stock by the Plan in 1996.
NOTE 6. PLAN TERMINATION
Although the Plan is intended to continue indefinitely, the Employer has
the right to terminate the Plan in whole or in part at any time subject to the
provisions of ERISA. In the event of Plan termination, participants will
become fully vested in their entire account, including employer contributions,
regardless of any other Plan provisions.
-11-
First Federal Savings 401(k) Plan
Schedule of Reportable Transactions
Year Ended December 31, 1996
(Unaudited)
Item 27(d)
Current Value
Cost of Asset On Net
Identity of Purchase Selling of Transaction Gain
Party Involved Fund Description Price Price Asset Date (Loss)
Category (i) - Single transaction in excess of 5% of plan assets
Eagle BancGroup 1 Eagle
BancGroup 29,250 - 29,250 29,250 -
Category (iii) - A series of transactions in excess of 5% of plan assets
First 2 Money Market
Mercantile Fund 33,828 - 33,828 33,828 -
(21 transactions)
First 2 Money Market
Mercantile Fund - 32,129 32,075 32,129 54
(20 transactions)
First 3 LaSalle National
Mercantile Trust 33,782 - 33,782 33,782 -
(21 transactions)
First 5 Navellier &
Mercantile Associates 24,755 - 24,755 24,755 -
(21 transactions)
First 5 Navellier &
Mercantile Associates - 5,684 4,992 5,684 692
(10 transactions)
First 7 Hamilton, Allen &
Mercantile Associates 31,126 - 31,126 31,126 -
(21 transactions)
First 7 Hamilton, Allen &
Mercantile Associates - 1,980 1,960 1,980 20
(10 transactions)
First 8 Trinity Investment
Mercantile Management 31,827 - 31,827 31,827 -
(21 transactions)
First 8 Trinity Investment
Mercantile Management - 5,970 5,847 5,970 123
(10 transactions)
First 9 Highland Capital
Mercantile Management 12,449 - 12,449 12,449 -
(21 transactions)
First 9 Highland Capital
Mercantile Management - 3,308 3,181 3,308 127
(10 transactions)
First 11 T. Rowe
Mercantile Price 10,187 - 10,187 10,187 -
(21 transactions)
First 11 T. Rowe
Mercantile Price - 2,469 2,473 2,469 (4)
(10 transactions)
First 12 Boston
Mercantile Asset 12,624 - 12,624 12,624 -
(21 transactions)
First 12 Boston
Mercantile Asset - 2,569 2,584 2,569 (15)
(10 transactions)
First 13 Brandes Investment
Mercantile Partners 27,430 - 27,430 27,430 -
(21 transactions)
First 13 Brandes Investment
Mercantile Partners - 2,279 2,246 2,279 33
(10 transactions)
First 14 Frontier Capital
Mercantile Management 25,288 - 25,288 25,288 -
(21 transactions)
First 14 Frontier Capital
Mercantile Management - 5,633 4,921 5,633 712
(10 transactions)
First 15 Provident
Mercantile Investment 19,408 - 19,408 19,408 -
(21 transactions)
First 15 Provident
Mercantile Investment - 4,704 4,410 4,704 294
(10 transactions)
First 17 Amerindo Investment
Mercantile Advisors 13,017 - 13,017 13,017 -
(21 transactions)
First 17 Amerindo Investment
Mercantile Advisors - 2,699 2,241 2,699 458
(10 transactions)
Category:
(i) Single transaction in excess of 5% of plan assets
(ii) Series of transactions other than securities transactions
(iii) Series of securities transactions
(iv) Transactions with or in conjunction with a person if any single
transaction with that person is in excess of 5%
There were no category (ii) or (iv) reportable transactions during 1996.