FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 2004
Commission File No. 0-15950 (First Busey Corporation)
Commission File No. 33-30095 (First Busey Corporation Profit Sharing Plan
and Trust)
Commission File No. 33-60402 (First Busey Corporation Employee Stock Ownership
Plan and Trust)
A. Full Title of the plans and the address of the plans, if different from that
of the issuer named before:
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
FIRST BUSEY CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
B. Name of the issuer of the securities held pursuant to the plans and the
address of its principle executive officer:
FIRST BUSEY CORPORATION
201 WEST MAIN STREET
URBANA, IL 61801
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No.
33-60402 on Form S-8 of the First Busey Corporation Employee Stock Ownership
Plan, of our report dated June 24, 2005, appearing in this Annual Report on Form
11-K of the First Busey Corporation Employee Stock Ownership Plan for the year
ended December 31, 2004.
/s/ Crowe Chizek and Company LLC
Oak Brook, Illinois
June 24, 2005
FIRST BUSEY CORPORATION
EMPLOYEES' STOCK OWNERSHIP PLAN
FINANCIAL STATEMENTS
December 31, 2004 and 2003
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
Urbana, Illinois
FINANCIAL STATEMENTS
December 31, 2004 and 2003
CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM....................................................... 1
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS.......................................................... 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS................................................ 3
NOTES TO FINANCIAL STATEMENTS............................................................................ 4
SUPPLEMENTAL SCHEDULES
SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)......................................... 10
SCHEDULE H, LINE 4(j) - SCHEDULE OF REPORTABLE TRANSACTIONS.............................................. 11
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Benefit Committee and Participants
First Busey Corporation Employees' Stock Ownership Plan
Urbana, Illinois
We have audited the accompanying statements of net assets available for benefits
of the First Busey Corporation Employees' Stock Ownership Plan ("the Plan") as
of December 31, 2004 and 2003, and the related statement of changes in net
assets available for benefits for the year ended December 31, 2004. 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 standards of the Public Company
Accounting Oversight Board (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, 2004 and 2003, and the changes in net assets available for benefits
for the year ended December 31, 2004 in conformity with U.S. generally accepted
accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) and schedule of reportable transactions are presented for the
purpose of additional analysis and are 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 schedules
have been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ CROWE CHIZEK AND COMPANY LLC
Crowe Chizek and Company LLC
Oak Brook, Illinois
June 24, 2005
--------------------------------------------------------------------------------
1.
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2004 and 2003
--------------------------------------------------------------------------------
2004 2003
--------------------------------------- ---------------------------------------
Allocated Unallocated Total Allocated Unallocated Total
----------- ----------- ----------- ----------- ----------- -----------
ASSETS
Investment in First Busey Corporation
common stock, at fair value (Note 5) $24,498,375 $ 3,099,195 $27,597,570 $20,839,194 $ 3,132,000 $23,971,194
Money market fund 528 -- 528 2,826 -- 2,826
----------- ----------- ----------- ----------- ----------- -----------
Total investments 24,498,903 3,099,195 27,598,098 20,842,020 3,132,000 23,974,020
RECEIVABLES
Accrued interest receivable 42 -- 42 27 -- 27
Employer contributions receivable -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
42 -- 42 27 -- 27
----------- ----------- ----------- ----------- ----------- -----------
Total assets 24,498,945 3,099,195 27,598,140 20,842,047 3,132,000 23,974,047
LIABILITIES
Notes payable (Note 6) -- 2,455,850 2,455,850 -- 2,853,500 2,853,500
----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $24,498,945 $ 643,345 $25,142,290 $20,842,047 $ 278,500 $21,120,547
=========== =========== =========== =========== =========== ===========
--------------------------------------------------------------------------------
See accompanying notes to financial statements.
2.
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2004
--------------------------------------------------------------------------------
Allocated Unallocated Total
------------- ------------- -------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Net unrealized appreciation in market
value of investments $ 3,309,356 $ 489,678 $ 3,799,034
Interest 211 -- 211
Dividends 587,422 88,740 676,162
Employer contributions 47,350 397,650 445,000
Allocation of 25,500 shares of First Busey Corporation
common stock, at market value 532,185 -- 532,185
------------- ------------- -------------
4,476,524 976,068 5,452,592
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Interest expense -- 79,038 79,038
Administrative expenses 58,612 -- 58,612
Distributions to participants:
Cash 2,001 -- 2,001
Stock (9,377 shares) 171,693 -- 171,693
Dividend distributions to participants 587,320 -- 587,320
Allocation of 25,500 shares of First Busey Corporation
common stock, at market value -- 532,185 532,185
------------- ------------- -------------
819,626 611,223 1,430,849
------------- ------------- -------------
NET INCREASE 3,656,898 364,845 4,021,743
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 20,842,047 278,500 21,120,547
------------- ------------- -------------
End of year $ 24,498,945 $ 643,345 $ 25,142,290
============= ============= =============
--------------------------------------------------------------------------------
See accompanying notes to financial statements.
3.
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003
--------------------------------------------------------------------------------
NOTE 1 - PLAN DESCRIPTION AND BASIS OF PRESENTATION
The following brief description of the First Busey Corporation Employees' Stock
Ownership Plan (the Plan) is provided for general information purposes only.
Participants should refer to the Plan Agreement for complete information.
General: First Busey Corporation (the Corporation) established the Plan
effective as of January 1, 1984. The Plan operates as a leveraged employee stock
ownership plan (ESOP), and is designed to comply with Section 4975(e)(7) and the
regulations thereunder of the Internal Revenue Code of 1986, as amended (the
Code), and is subject to the applicable provisions of the Employee Retirement
Income Security Act of 1974, as amended (ERISA). The Plan is administered by the
Corporation. First Busey Trust & Investment Co., a subsidiary of the
Corporation, is the Plan's Trustee.
The Plan purchased Corporation common shares using the proceeds of bank
borrowings (see Note 6) guaranteed by the Corporation, and holds the stock in a
trust established under the Plan. The borrowings are to be repaid over a five to
ten year period by fully deductible Corporation contributions to the trust fund.
As the Plan makes each payment of principal, an appropriate percentage of stock
will be allocated to eligible employees' accounts in accordance with applicable
regulations under the Code.
The bank borrowings are collateralized by the unallocated shares of stock and
are guaranteed by the Corporation. The lender has no rights against shares once
they are allocated under the ESOP. Accordingly, the financial statements of the
Plan present separately the assets and liabilities and changes therein
pertaining to the accounts of employees with vested rights in allocated stock
(Allocated) and stock not yet allocated to employees (Unallocated).
Eligibility: Employees of the Corporation and its participating subsidiaries are
generally eligible to participate in the Plan after attaining the minimum age of
twenty-one and after one year of service providing they worked at least 1,000
hours during such Plan year. Participants who do not have at least 1,000 hours
of service during such Plan year or are not employed on the last working day of
a Plan year are generally not eligible for an allocation of Corporation
contributions for such year.
Payment of Benefits: No distributions from the Plan will be made until a
participant retires, dies (in which case, payment shall be made to his or her
beneficiary or, if none, his or her legal representatives), or otherwise
terminates employment with the Corporation and its participating subsidiaries.
Participants whose vested account balance is less than $5,000 are paid through a
lump sum. Distributions of all other participant balances are made in the form
of Corporation common stock plus cash for any fractional share.
--------------------------------------------------------------------------------
(Continued)
4.
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003
--------------------------------------------------------------------------------
NOTE 1 - PLAN DESCRIPTION AND BASIS OF PRESENTATION (Continued)
Voting Rights: Each participant is entitled to exercise voting rights
attributable to the shares allocated to his or her account and is notified by
the Trustee prior to the time that such rights are to be exercised. If the
Trustee does not timely receive voting directions from a Participant, the
Trustee votes in the same proportions as the participants voted the allocated
shares. The Trustee is required, however, to vote any unallocated shares on
behalf of the collective best interests of Plan participants and beneficiaries.
Termination: The Corporation reserves the right to terminate the Plan at any
time, subject to Plan provisions. Upon such termination of the Plan, the
interest of each participant in the trust fund will be distributed to such
participant or his or her beneficiary at the time prescribed by the Plan, and
the Code. Upon termination of the Plan, the Corporation shall direct the Trustee
to pay all liabilities and expenses of the trust fund and to sell shares of
financed stock held in the loan suspense account to the extent it determines
such sale to be necessary in order to repay the loan. In the event of plan
termination, participants would become 100 percent vested in their accounts.
Participants' Accounts: The Plan is a defined contribution plan under which a
separate individual account is established for each participant. Each
participant's account is credited as of the last day of the Plan year with an
allocation of shares of the Corporation's common stock released by the Trustee
from the unallocated account and forfeitures of terminated participants'
nonvested accounts. Only those participants who are eligible employees of the
Corporation as of the last day of the Plan year will receive an allocation.
Allocations of common stock are based on the eligible compensation of each
participant relative to total eligible compensation.
Vesting: Vesting in the participants' accounts is based on years of service with
the Corporation and its subsidiaries. A participant is 100 percent vested after
seven years of credited service.
Diversification: Diversification is offered to participants close to retirement
age so that they may have the opportunity to move part of the value of their
investment in Corporation stock into investments which are more diversified.
Participants who are at least age 55 with at least 10 years of participation in
the Plan may elect to diversify a portion of their account. Diversification is
offered to each eligible participant over a six-year period. In each of the
first five years, a participant may diversify up to 25 percent of the number of
post-1986 shares allocated to his or her account, less any shares previously
diversified. In the sixth year, the percentage changes to 50 percent.
Participants who elect to diversify may receive distributions in the form of
Corporation common stock plus cash for any fractional share, receive a cash
distribution or contribute cash from the sale of Corporation common stock to
another qualified defined contribution plan.
--------------------------------------------------------------------------------
(Continued)
5.
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003
--------------------------------------------------------------------------------
NOTE 1 - PLAN DESCRIPTION AND BASIS OF PRESENTATION (Continued)
Dividends: Dividends on common stock allocated to participants' accounts are
distributed directly to the participant so that the dividends result in income
tax deductions for the Corporation.
Dividends on common stock not allocated to participants' accounts are used by
the Plan to pay interest and administrative expenses.
Common Stock Split: All share and per share amounts pertaining to First Busey
Corporation common stock reported in the financial statements and footnotes have
been restated to reflect the effect of a three-for-two stock split effective
August 3, 2004.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting: The financial statements of the Plan are prepared using the
accrual basis of accounting.
Use of Estimates: The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts and disclosures, and
actual results may differ from those estimates. It is at least reasonably
possible that a significant change may occur in the near term to the estimates
of investment valuation.
Investment Valuation and Income Recognition: The common stock of the Corporation
is valued at fair value on December 31, 2004 and 2003. The Corporation's common
stock is traded on the NASDAQ Exchange. Fair value of the common stock is
determined by quoted market prices.
Dividend income is accrued on the ex-dividend date.
Purchases and sales of securities are recorded on a settlement-date basis.
Realized gains and losses from security transactions are reported on the
specific identification cost method.
Risks and Uncertainties: The Plan invests in common stock of the Corporation.
These securities are exposed to various risks, such as interest rate, market and
credit risks. Due to the level of risk associated with investment securities and
the level of uncertainty related to changes in the value of investment
securities, it is at least reasonably possible that changes in risks in the near
term could materially affect participants' account balances and the amounts
reported in the statement of net assets available for benefits.
--------------------------------------------------------------------------------
(Continued)
6.
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003
--------------------------------------------------------------------------------
NOTE 3 - CONTRIBUTIONS
The Corporation is obligated to make contributions in cash to the Plan which,
when aggregated with the Plan's dividends and interest earnings, are equal to
the amount necessary to enable the Plan to make its regularly scheduled payments
of principal and interest due on its term loans.
The Corporation may also make discretionary contributions in cash to the Plan.
The Corporation made discretionary contributions of $47,350 for the Plan year
ended December 31, 2004. Participant contributions to the Plan are not permitted
under the terms of the Plan.
NOTE 4 - ADMINISTRATION OF PLAN ASSETS
The Plan's assets, which consist principally of First Busey Corporation common
stock, are held by the Trustee of the Plan.
Company contributions are held and managed by the Trustee, which invests cash
received, interest, and dividend income and makes distributions to participants.
The Trustee also administers the payment of interest and principal on the loans,
which are reimbursed to the Trustee through contributions as determined by the
Corporation.
Certain administrative functions are performed by officers or employees of the
Corporation or its subsidiaries. No such officer or employee receives
compensation from the Plan. Administrative expenses for the Trustee's fees are
paid directly by the Plan.
NOTE 5 - INVESTMENTS
The Plan's investments consist solely of First Busey Corporation common stock as
follows:
2004 2003
----------------------------- ------------------------------
Allocated Unallocated Allocated Unallocated
------------- ------------- ------------- -------------
Number of shares 1,173,856 148,500 1,157,733* 174,000*
============= ============= ============= =============
Cost $ 4,521,839 $ 2,070,350 $ 4,221,693 $ 2,381,900
============= ============= ============= =============
Fair value $ 24,498,375 $ 3,099,195 $ 20,839,194 $ 3,132,000
============= ============= ============= =============
* As restated for three-for-two stock split effected in the form of a 50% stock
dividend issued on August 3, 2004.
--------------------------------------------------------------------------------
(Continued)
7.
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003
--------------------------------------------------------------------------------
NOTE 6 - NOTES PAYABLE
Notes payable consist of:
2004 2003
--------------- ---------------
Bank One, principal payment of $25,000 due annually on December 15,
final payment due December 15, 2006. $ 50,000 $ 75,000
Bank One, principal payment of $237,000 due annually on December 15,
final payment due December 15, 2009. 1,185,000 1,422,000
Bank One, principal payment of $135,650 due annually on December 31,
beginning in 2004, final payment due December 15, 2013. 1,220,850 1,356,500
--------------- ---------------
$ 2,455,850 $ 2,853,500
=============== ===============
Shares of First Busey Corporation common stock secured as collateral. 148,500 174,000
=============== ===============
As of December 31, 2004, the interest rates on the above notes payable are at
one year LIBOR plus 1.4%. The effective rate was 2.75% at December 31, 2004 and
2.85% at December 31, 2003. Interest on the above notes is paid quarterly.
As of December 31, 2004, the scheduled maturities of the notes payable are as
follows:
2005 $ 397,650
2006 397,650
2007 372,650
2008 372,650
2009 372,650
Thereafter 542,600
--------------
$ 2,455,850
==============
NOTE 7 - TAX STATUS
The Internal Revenue Service has determined and informed First Busey Corporation
by a letter dated May 15, 2003, that the Plan is qualified and the trust
established under the Plan is tax-exempt, under the appropriate sections of the
Code. The Plan has been amended since receiving the determination letter.
However, the Plan administrator believes that the Plan is currently designed and
is being operated in compliance with the applicable requirements of the Code.
Therefore, the Plan administrator believes that the Plan was qualified and the
related trust was tax-exempt as of the financial statement date.
--------------------------------------------------------------------------------
(Continued)
8.
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003
--------------------------------------------------------------------------------
NOTE 8 - PARTY IN INTEREST TRANSACTIONS
Parties-in-interest are defined under Department of Labor's regulations as any
fiduciary of the plan, any party rendering service to the plan, the Corporation
and certain others. The Plan holds Corporation stock as assets, which qualifies
as a party-in-interest investment.
The Plan paid fees to the following parties-in-interest for the years ended
December 31, 2004:
First Busey Trust & Investment Co. Trustee $ 30,000
Benefit Planning Consultants, Inc. Recordkeeper 19,712
McGladrey & Pullen, LLP Auditor 400
Crowe Chizek and Company LLC Auditor 8,500
--------------------------------------------------------------------------------
9.
SUPPLEMENTAL SCHEDULES
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2004
--------------------------------------------------------------------------------
Name of Plan Sponsor: First Busey Corporation
----------------------------------------------
Employer Identification Number: 37-1078406
----------------------------------------------
Three-Digit Plan Number: 001
----------------------------------------------
(c)
Description of
Investment Including
Maturity Date,
(b) Rate of Interest, (e)
Identity of Issue, Borrower, Collateral, Par or (d) Fair
(a) or Similar Party Maturity Value Cost Value
--- ---------------------------- -------------------- ----------- ------------
* First Busey Corporation Common Stock $ 6,592,189 $ 27,597,570
* Busey Bank Money Market Fund 528 528
------------
$ 27,598,098
============
* - Represents a party-in-interest investment
--------------------------------------------------------------------------------
10.
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
SCHEDULE H, LINE 4(j) - SCHEDULE OF REPORTABLE TRANSACTIONS
December 31, 2004
--------------------------------------------------------------------------------
Name of Plan Sponsor: First Busey Corporation
-----------------------------------------------
Employer Identification Number: 37-1078406
-----------------------------------------------
Three-Digit Plan Number: 001
-----------------------------------------------
(f) (h)
(a) Expense Current Value
Identity of (c) (d) (e) Incurred (g) of Asset on (i)
Party (b) Purchase Selling Lease With Cost Transaction Net Gain
Involved Description of Asset Price Price Rental Transaction of Asset Date (Loss)
-------- -------------------- -------- ------- ------ ----------- -------- ------------- --------
* First Busey
Corporation
(29 transactions) Common Stock $ -- $171,693 $ -- $ -- $ 11,404 $ 171,693 $160,289
* - Represents a party-in-interest transaction
--------------------------------------------------------------------------------
11.
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No.
33-30095 on Form S-8 of the First Busey Corporation Profit Sharing Plan and
Trust, of our report dated June 24, 2005, appearing in this Annual Report on
Form 11-K of the First Busey Corporation Profit Sharing Plan and Trust for the
year ended December 31, 2004.
/s/ Crowe Chizek and Company LLC
Oak Brook, Illinois
June 24, 2005
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
FINANCIAL STATEMENTS
December 31, 2004 and 2003
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
Urbana, Illinois
FINANCIAL STATEMENTS
December 31, 2004 and 2003
CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM .................. 1
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS ..................... 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS ........... 3
NOTES TO FINANCIAL STATEMENTS ....................................... 4
SUPPLEMENTAL SCHEDULE
SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR) .... 8
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Benefit Committee and Participants
First Busey Corporation Profit Sharing Plan and Trust
Urbana, Illinois
We have audited the accompanying statements of net assets available for benefits
of First Busey Corporation Profit Sharing Plan and Trust ("the Plan") as of
December 31, 2004 and 2003, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2004. 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 standards of the Public Company
Accounting Oversight Board (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, 2004 and 2003, and the changes in net assets available for benefits
for the year ended December 31, 2004 in conformity with U.S. generally accepted
accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) 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 audit 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.
/s/ CROWE CHIZEK AND COMPANY LLC
Crowe Chizek and Company LLC
Oak Brook, Illinois
June 24, 2005
--------------------------------------------------------------------------------
1.
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2004 and 2003
--------------------------------------------------------------------------------
2004 2003
----------- -----------
ASSETS
Investments (Note 3) $37,021,946 $31,683,937
Receivables
Accrued interest and dividends 84,308 28,216
Participants' contributions 42,083 45,877
----------- -----------
126,391 74,093
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $37,148,337 $31,758,030
=========== ===========
--------------------------------------------------------------------------------
See accompanying notes to financial statements.
2.
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2004
--------------------------------------------------------------------------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income
Net appreciation in fair value of investments (Note 3) $ 3,615,462
Interest and dividends 672,490
-----------
4,287,952
Contributions:
Employers 855,000
Participants 1,284,397
Participants' rollovers 31,938
-----------
2,171,335
-----------
Total additions 6,459,287
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 901,581
Administrative expenses 167,399
-----------
Total deductions 1,068,980
-----------
NET INCREASE 5,390,307
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 31,758,030
-----------
End of year $37,148,337
===========
--------------------------------------------------------------------------------
See accompanying notes to financial statements.
3.
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003
--------------------------------------------------------------------------------
NOTE 1 - PLAN DESCRIPTION
The following description of the First Busey Corporation Profit Sharing Plan and
Trust ("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 covering substantially all
employees of First Busey Corporation and its subsidiaries ("the Employers") who
have attained the minimum age of twenty-one, and have completed one year of
service. It is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
Contributions: Each year, participants may contribute a percentage of their
pretax annual compensation, as defined in the plan, subject to limitations of
the Internal Revenue Code. Participants may also contribute amounts representing
distributions from other qualified plans. Eligible participants may also make
catch-up contributions to the Plan.
The Employers' contributions to the Plan are determined annually by the Board of
Directors. The Employers may make matching contributions to the Plan equal to a
percentage of the first 6% of total compensation that a participant contributes
to the Plan. The Employers may also make profit sharing contributions as
determined by the Board of Directors each year. Contributions are subject to
certain limitations.
Participants direct the investment of the contributions into their account into
the various investment options offered by the Plan, including First Busey
Corporation common stock.
Participant Accounts: Each participant's account is credited with the
participant's contributions and an allocation of the Employers' contributions
and the Plan's earnings and is charged with an allocation of administrative
expenses. Allocations are based on participant earnings, participant
contributions, or 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 voluntary contributions,
the Employers' matching contributions, and the respective plan earnings on those
contributions.
Vesting in the Employers' profit sharing contributions portion of their accounts
is based on years of continuous service. A participant is 100% vested after
seven years of credited service.
A participant is 100% vested upon reaching retirement age, death, or disability
regardless of years of service.
--------------------------------------------------------------------------------
(Continued)
4.
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003
--------------------------------------------------------------------------------
NOTE 1 - PLAN DESCRIPTION (Continued)
Participant Loans: Participants may borrow from their fund accounts a minimum of
$1,000 up to a maximum of $50,000 or 50% of their vested account balance,
whichever is less. The loans are secured by the balance in the participant's
account and bear interest at the prime rate. Interest rates are fixed over the
term of the loan. Principal and interest is paid ratably through payroll
deductions.
Payment of Benefits: Upon termination of service, a participant is entitled to
receive an amount representing the vested interest in his or her account.
Participants whose vested balance is under $5,000 are paid through a lump sum.
Participants whose vested account balance is over $5,000 may elect to receive
their payment either as a lump-sum amount or as installments over a period not
longer than the life expectancy of the participant.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting: The financial statements of the Plan have been prepared
using the accrual basis of accounting.
Use of Estimates: The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts and disclosures, and
actual results may differ from those estimates. It is at least reasonably
possible that a significant change may occur in the near term for the estimates
of investment valuation.
Investment Valuation and Income Recognition: The Plan's investments are stated
at fair value. Securities traded on any recognized stock exchange are valued at
the last reported sales price at the valuation date. Securities not listed on an
exchange and securities for which no sale has been reported on that day are
valued at the closing bid price or at fair value as determined by the custodian.
Certificates of deposit and participant loans are valued at cost, which
approximates fair value.
Purchases and sales of securities are recorded on a settlement-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Payment of Benefits: Benefits are recorded when paid.
Concentration of Credit Risk: At December 31, 2004 and 2003, approximately 37%
and 34%, respectively, of the Plan's investment assets were invested in First
Busey Corporation common stock. Additionally, at December 31, 2004, the Plan
held a certificate of deposit with Busey Bank valued at $1,666,513.
--------------------------------------------------------------------------------
(Continued)
5.
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003
--------------------------------------------------------------------------------
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Risks and Uncertainties: The Plan provides for various investment options. The
underlying investment securities are exposed to various risks such as interest
rate, market, and credit risks. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to changes in the
value of investment securities, it is at least reasonably possible that changes
in risks in the near term could materially affect participants' account balances
and the amounts reported in the statement of net assets available for benefits.
NOTE 3 - INVESTMENTS
The following investments represent 5% or more of the Plan's net assets at
December 31:
2004 2003
----------- -----------
INVESTMENTS AT FAIR VALUE AS DETERMINED BY QUOTED MARKET PRICE
Common stock:
First Busey Corporation common stock $13,552,394 $10,687,680
Shares of mutual funds:
Northern Institutional Small Company Index A 3,293,121 2,621,782
Vanguard Index 500 Admiral Shares 4,550,914 3,628,809
INVESTMENTS AT ESTIMATED FAIR VALUE
Short-term investments:
Certificate of deposit, Busey Bank 1,666,513 2,062,369
During 2004, the Plan's investments (including investments bought, sold and held
during the year) appreciated/(depreciated) in value by $3,615,462 as follows:
Common stocks $ 1,966,548
Shares of mutual funds 1,683,356
Corporate bonds, notes, and commercial paper (34,442)
-----------
$ 3,615,462
===========
NOTE 4 - SHORT-TERM INVESTMENTS
Short-term investments at December 31, 2004 and 2003 include certificates of
deposit at Busey Bank, a subsidiary of First Busey Corporation, with an interest
rate of 1.75% and 1.5%, respectively, and a three-month maturity. These deposits
include approximately $1,567,000 and $1,962,000, respectively, which are in
excess of federally insured limits.
--------------------------------------------------------------------------------
(Continued)
6.
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003
--------------------------------------------------------------------------------
NOTE 5 - PARTY-IN-INTEREST TRANSACTIONS
Parties-in-interest are defined under Department of Labor's regulations as any
fiduciary of the plan, any party rendering service to the plan, the employer and
certain others.
The Plan paid fees to the following parties-in-interest for the year ended
December 31, 2004:
First Busey Trust & Investment Co. Trustee $ 118,589
Benefit Planning Consultants, Inc. Recordkeeper 39,910
Crowe Chizek and Company LLC Auditor 8,500
McGladrey & Pullen, LLP Auditor 400
The Plan held the following investments with parties-in-interest at December 31:
2004 2003
----------- -----------
First Busey Corporation Certificate of deposit $ 1,666,513 $ 2,062,369
First Busey Corporation Common stock 13,552,394 10,687,680
Participants Participant loans 319,610 239,352
Certain administrative functions are performed by officers or employees of the
Employers. No such officer or employee receives compensation from the Plan.
NOTE 6 - INCOME TAX STATUS
The Internal Revenue Service has determined and informed First Busey Corporation
by a letter dated August 30, 2001 that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code ("IRC").
Although the Plan has been amended since receiving the determination letter, the
plan administrator believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
NOTE 7 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Employers have the right
under the Plan to discontinue their contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of the Plan's
termination, participants will become 100% vested in their accounts.
--------------------------------------------------------------------------------
7.
SUPPLEMENTAL SCHEDULE
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2004
--------------------------------------------------------------------------------
Name of Plan Sponsor: First Busey Corporation
Employer Identification Number: 37-1078406
Three-digit Plan Number: 002
(c)
Description of
(b) Investment
Identity of Issue, Including Maturity Date, (e)
Borrower, Lessor, Rate of Interest, Collateral, (d) Current
(a) or Similar Party Par or Maturity Value Cost Value
--- ----------------- ----------------------------- ---- -------------
COMMON STOCK
Abbott Laboratories Common stock # $ 49,822
Alcoa, Inc. Common stock # 54,482
American International Group Common stock # 67,180
Analog Devices, Inc. Common stock # 35,443
Bank of America Corp. Common stock # 50,373
Bellsouth Corp. Common stock # 15,007
BP PLC Sponsored ADR Common stock # 58,400
Bristol Myers Squibb Co. Common stock # 17,422
Burlington Resources Common stock # 97,005
Century Tel, Inc. Common stock # 15,074
Cisco Systems, Inc. Common stock # 45,505
Citigroup, Inc. Common stock # 56,612
Colgate-Palmolive Co. Common stock # 31,412
Darden Restaurants Common stock # 72,207
Dentsply Int'l, Inc. Common stock # 71,486
Disney Common stock # 52,709
DuPont (E.I.) deNemours & Co. Common stock # 42,575
Expeditors International of Wash. Common stock # 64,318
Exxon Mobil Corp Common stock # 73,507
Federal National Mortgage Association Common stock # 47,853
* First Busey Corporation Common stock # 13,552,394
First Data Corp. Common stock # 67,851
General Dynamics Corp. Common stock # 60,145
General Electric Co. Common stock # 69,204
Home Depot Inc. Common stock # 49,066
Hospira, Inc. Common stock # 3,551
International Business Machines Common stock # 49,290
--------------------------------------------------------------------------------
(Continued)
8.
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2004
--------------------------------------------------------------------------------
Name of Plan Sponsor: First Busey Corporation
Employer Identification Number: 37-1078406
Three-digit Plan Number: 002
(c)
Description of
(b) Investment
Identity of Issue, Including Maturity Date, (e)
Borrower, Lessor, Rate of Interest, Collateral, (d) Current
(a) or Similar Party Par or Maturity Value Cost Value
--- ---------------- ----------------------------- ---- -------
COMMON STOCK
Intuit, Inc Common stock # $ 36,924
ITT Industries Common stock # 66,631
Kohl's Corp. Common stock # 63,134
Lilly (Eli) & Co. Common stock # 19,125
McDonald's Corp. Common stock # 67,070
Microsoft Corporation Common stock # 47,027
Nike Inc. C1 'B' Common stock # 56,137
Pepsico Common stock # 60,500
Pfizer, Inc. Common stock # 29,579
Procter & Gamble Common stock # 75,350
Royal Dutch Petroleum
1.25 Guilder Shares Common stock # 55,085
Sara Lee Corp Common stock # 57,453
State Street Corp. Common stock # 54,327
Teva Pharmaceutical Ind Ltd ADR Common stock # 59,720
United Technologies Corp. Common stock # 75,652
Wal-Mart Stores, Inc. Common stock # 47,802
Wells Fargo & Co New Common stock # 66,190
Westwood One, Inc. Common stock # 26,930
Wyeth Common stock Common stock # 16,056
-----------
15,847,585
--------------------------------------------------------------------------------
(Continued)
9.
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2004
--------------------------------------------------------------------------------
Name of Plan Sponsor: First Busey Corporation
Employer Identification Number: 37-1078406
Three-digit Plan Number: 002
(c)
Description of
(b) Investment
Identity of Issue, Including Maturity Date, (e)
Borrower, Lessor, Rate of Interest, Collateral, (d) Current
(a) or Similar Party Par or Maturity Value Cost Value
--- ----------------- ----------------------------- ---- -------
MUTUAL FUNDS
ABN AMRO Asset
Management ABN AMRO/Montag & Caldwell
Growth Fund (N) # $ 982,249
American Century American Century International
Growth Investors Fund # 959,179
Acadian Emerging Markets Fund # 101,493
Dodge & Cox Dodge & Cox Stock Fund # 994,297
Fidelity Investments Fidelity Advisor Equity Growth
Fund (Class I) # 992,598
Fidelity Investments Fidelity Advisor Small Cap Fund
(Class I) # 113,395
Fidelity Investments Fidelity Diversified International
Fund # 945,301
Franklin Templeton
Investments Mutual Shares Fund (Class Z) # 1,009,506
Northern Trust Northern Institutional
Intermediate Bond Fund (A) # 554,062
Northern Trust Northern Institutional Small
Company Index Fund (A) # 3,293,121
Rainier Investment
Management Rainier Core Equity Portfolio # 982,614
Pimco GNMA Inst'l Fund # 200,725
T. Rowe Price T. Rowe Price Mid-Cap
Growth Fund # 1,029,343
Vanguard Vanguard Index 500 Admiral
Shares Fund # 4,550,914
Vanguard Vanguard Inflation Protected Secs
Securities Fund # 549,383
------------
$ 17,258,180
--------------------------------------------------------------------------------
(Contined)
10.
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2004
--------------------------------------------------------------------------------
Name of Plan Sponsor: First Busey Corporation
Employer Identification Number: 37-1078406
Three-digit Plan Number: 002
(c)
Description of
(b) Investment
Identity of Issue, Including Maturity Date, (e)
Borrower, Lessor, Rate of Interest, Collateral, (d) Current
(a) or Similar Party Par or Maturity Value Cost Value
--- ---------------- ------------------------------ ---- -------
CORPORATE BONDS, NOTES,
AND COMMERCIAL PAPER
Abbey National PLC Medium Term $50,000, 6.690%, due 10/17/05 # $ 51,246
AIG SunAmerica Global Finance $50,000, 5.850%, due 08/01/08 # 53,264
Bank One Corp. Notes $50,000, 6.875%, due 08/01/06 # 52,762
Chemical Bank $50,000, 6.625%, due 08/15/05 # 51,068
Federal Home Loan Banks $50,000, 3.250%, due 08/15/05 # 50,141
Ford Motor Credit Corp. $50,000, 6.125%, due 01/09/06 # 51,211
Goldman Sachs Group Inc. $50,000, 7.625%, due 08/17/05 # 51,472
Household Finance Corp. $50,000, 4.750%, due 05/15/09 # 51,271
Lehman Brothers Holdings, Inc. $50,000, 4.375%, due 11/30/10 # 50,052
Loews Corp. $150,000, 6.750%, due 12/15/06 # 158,759
Merrill Lynch & Co. Inc. $50,000, 6.000%, due 07/15/05 # 50,759
Morgan Stanley Dean Witter $50,000, 6.875%, due 03/01/07 # 53,570
NationsBank Corp. $75,000, 6.375%, due 02/15/08 # 80,712
SBC Communications, Inc. $50,000, 4.125%, due 09/15/09 # 49,909
United Health Group, Inc. $50,000, 3.375%, due 08/15/07 # 49,617
------------
$ 905,813
SHORT-TERM INVESTMENTS
* Busey Bank Certificate of Deposit, 1.5%,
due March 31, 2005 # 1,666,513
Northern Trust Northern Institutional
Governmental Portfolio # 1,024,245
------------
$ 2,690,758
NOTES RECEIVABLE PARTICIPANTS
* Participant Loans Interest rates ranging from
4.000% to 9.500% $ 319,610
------------
$ 37,021,946
============
* Represents party-in-interest transaction.
# Investments are participant-directed; therefore, cost information is not
disclosed.
--------------------------------------------------------------------------------
11.
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.
/Jama Grotelueschen/
---------------------------------------
First Busey Corporation Profit Sharing
Plan and Trust
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.
/Jama Grotelueschen/
---------------------------------------
First Busey Corporation Employee Stock
Ownership Plan