SEC 1745
(02-02)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
HMN FINANCIAL, INC.
- ---------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- ---------------------------------------------------------
(Title of Class of Securities)
40424G108
- ---------------------------------------------------------
(CUSIP Number)
December 31, 2003
- ---------------------------------------------------------
(Date of Event Which Required Filing of this Statement)
Check the following box to designate the rule pursuant to which
this Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise subject
to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP No. 40424G108
- ----------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(entities only)
HMN Financial, Inc. Employee Stock Ownership Plan
IRS ID No. 37-1327748
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) / /
(b) /x/
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
- ----------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 871,701 (1)
WITH -------------------------------------------------
7 SOLE DISPOSITIVE POWER
871,701 (1)
-------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
871,701
- ----------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.4%
- ----------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
EP
- ----------------------------------------------------------------
(1) Includes 251,271 shares held in "allocated" accounts and
620,430 shares held in "unallocated" accounts of the HMN
Financial, Inc. Employee Stock Ownership Plan.
CUSIP No. 40424G108
- ----------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(entities only)
First Bankers Trust Co. N.A.
IRS ID No. 37-1327748
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) / /
(b) /x/
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 871,701 (1)
WITH --------------------------------------------------
7 SOLE DISPOSITIVE POWER
871,701 (1)
--------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
871,701
- ----------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.4%
- ----------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instruction)
BK
- ----------------------------------------------------------------
(1)Includes 251,271 shares held in "allocated" accounts and
620,430 shares held in "unallocated" accounts of the HMN
Financial, Inc. Employee Stock Ownership Plan.
ITEM 1.
(a) Name of Issuer
--------------
HMN Financial, Inc. (the "Corporation")
(b) Address of Issuer's Principal Executive Offices
-----------------------------------------------
1016 Civic Center Drive NW
Rochester, MN 55901
ITEM 2.
(a) Name of Person Filing
---------------------
HMN Financial, Inc.
Employee Stock Ownership Plan (the "ESOP")
Pursuant to applicable regulations, First Bankers Trust
Company, N.A. (the "Trustee"), the Trustee of the ESOP may also
be deemed to be a "beneficial owner" of the shares held by the
ESOP as described below.
The Trustee also may be deemed a "beneficial owner" of
unvested shares held in HMN Financial, Inc. Recognition and
Retention Plan.
Address of Principal Business Office or, if none, Residence:
(b) The business address of the ESOP is:
1016 Civic Center Drive NW
Rochester, MN 55901
The business address of the Trustee is:
Broadway at 12th St
Quincy, Illinois 62305-3566
(c) Citizenship
The ESOP trust was established under the laws of the
state of Minnesota.
The Trustee is a national bank incorporated under the
laws of the United States.
(d) Title of Class of Securities
----------------------------
Common stock, par value $.01 per share.
(e) CUSIP Number
-----------------
40424G108
ITEM 3. If this statement is filed pursuant to Rule 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a)[ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b)[X] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)[ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d)[ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)[ ] An investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E);
(f)[ ] An employee benefit plan or endowment fund in
accordance with Section240.13d-1(b)(1)(ii)(F);
(g)[ ] A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h)[ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)[ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)[ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
ITEM 4. Ownership
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
(a) Amount beneficially owned: The ESOP holds an aggregate of
871,701 shares (19.4% of the outstanding shares of the class)
of the Corporation and has the voting rights as described below.
(b) Percent of class: 19.4%.
(c) Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote 871,701.
(ii)
Shared power to vote or to direct the vote __________________.
Sole power to dispose or to direct the disposition of 871,701.
The ESOP has sole dispositive power for all such shares subject
to the terms of the Employee Stock Ownership Plan, which requires
that participant accounts be primarily invested in common stock
of the Corporation.
First Bankers Trust Company NA, the Trustee of the ESOP, may be
deemed under applicable regulations to "beneficially" own the shares
held by the ESOP. However, the Trustee expressly disclaims beneficial
ownership of the shares held by the ESOP.
(iii)
Pursuant to the terms of the ESOP, participants in the ESOP
are entitled to instruct the Trustee of the ESOP as to the voting
of the shares allocated to their accounts. The provisions of the
ESOP require the Trustee to vote the shares held by the ESOP which
have not been allocated to specific accounts (or with respect to
allocated accounts for which no instructions are timely received)
on each issue with respect to which shareholders are entitled to
vote in the proportion that the participant had voted the shares
allocated to their accounts with respect to such issue. As of
December 31, 2003 a total of 251,271 shares of Corporation
common stock have been allocated to participants' accounts.
The Trustee has the right to sell allocated shares held by
the ESOP, the proceeds from which are allocated to the accounts
of individual participants. The Trustee also may sell unallocated
shares, to the extent such shares are not pledged to secure
borrowed funds.
(iv)
Shared power to dispose or to direct the disposition of _____.
Instruction. For computations regarding securities which
represent a right to acquire an underlying security see
Section 240.13d3(d)(1).
ITEM 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following
[ ].
Instruction: Dissolution of a group requires a response to
this item.
Not applicable.
ITEM 6. Ownership of More than Five Percent on Behalf of Another
Person.
If any other person is known to have the right to receive
or the power to direct the receipt of dividends from, or
the proceeds from the sale of, such securities, a statement
to that effect should be included in response to this
item and, if such interest relates to more than five
percent of the class, such person should be identified.
A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or
the beneficiaries of employee benefit plan, pension
fund or endowment fund is not required.
The ESOP shares are held on behalf of the ESOP participants pursuant
to the terms of the HMN Financial, Inc. Employee Stock Ownership
Plan and Trust Agreement. See Item 4. above for details.
Pursuant to the terms of the ESOP, dividends paid with respect to
shares are allocated to participants' accounts in the ESOP as of the
record date for the dividend payment and may be paid in cash to the
participants, pursuant to the directions of the Board of Directors of
the Corporation. Absent such direction by the Board of Directors,
cash from the payment of dividends is retained in the accounts of
participants or, to the extent permitted by law, may be used to repay
the ESOP loan. With respect to unallocated shares, cash received from
the sale of shares or payment of dividends is retained in the ESOP
trust and may be used to purchase additional shares or to repay the
ESOP loan.
ITEM 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
If a parent holding company or Control person has filed this
schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate
under Item 3(g) and attach an exhibit stating the identity
and the Item 3 classification of the relevant subsidiary.
If a parent holding company or control person has filed
this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identification of the relevant
subsidiary.
Not applicable.
ITEM 8. Identification and Classification of Members of
the Group
If a group has filed this schedule pursuant to Section
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and
attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group
has filed this schedule pursuant to Section 240.13d-1(c)
or Section 240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
Not applicable.
ITEM 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all
further filings with respect to transactions in the security
reported on will be filed, if required, by members of the
group, in their individual capacity. See Item 5.
Not applicable.
ITEM 10. Certification
(a)
The following certification shall be included if the
statement is filed pursuant to Section 240.13d-1(b):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
HMN FINANCIAL, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
FIRST BANKERS TRUST COMPANY, N.A.,
Trustee
Date: February 10, 2004
Signature:/s/ Linda Shultz
---------------------------------
Name/Title: Linda Shultz/Trust Officer
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative.
If the statement is signed on behalf of a person by his
authorized representative other than an executive officer
or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such
person shall be filed with the statement, provided,
however, that a power of attorney for this purpose
which is already on file with the Commission may be
incorporated by reference. The name and any title
of each person who signs the statement shall be
typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Section 240.13d-7 for other parties for whom copies are to
be sent.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations
(See 18 U.S.C. 1001)