UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-15950 FIRST BUSEY CORPORATION (Exact name of registrant as specified in its Charter) Nevada 37-1078406 (State or other jurisdiction of (I.R.S. Employer incorporation of organization) Identification No.) 201 West Main Street Urbana, Illinois 61801 (Address of principal executive offices) (Zip Code) (217) 365-4513 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, without par value Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 Regulation S-K is not contained herein, and will not be contained to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] As of February 25, 2002, the aggregate market value of the Common Stock held by non-affiliates was $144,451,394. The market value of the Common Stock is based on the closing price for such stock as reported on the Nasdaq National Market on that date. Affiliates include all directors, executive officers and beneficial holders owning 5% or more of the shares. Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date. Class Outstanding at February 25, 2002 ----- -------------------------------- Common Stock, without par value 13,667,888 DOCUMENTS INCORPORATED BY REFERENCE None.
FIRST BUSEY CORPORATION FORM 10-K/A TABLE OF CONTENTS PAGE Item 10. Directors of the Registrant................................................4 Item 11. Executive Compensation.....................................................6 Item 12. Security Ownership of Certain Beneficial Owners and Management.............9 Item 13. Certain Relationships and Related Transactions............................11
PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (a) Directors. Set forth below is certain biographical information concerning each director, including principal occupation and age as of February 15, 2002. Unless otherwise noted, the directors have been employed in their principal occupation with the same organization for at least the last 5 years. Joseph M. Ambrose Director since: 1993 Age: 44 Mr. Ambrose has served as Executive Vice President of AFNI, Inc., Bloomington, Illinois since January 1999. Prior to that, Mr. Ambrose was an attorney with the firm Hinshaw & Culbertson, Bloomington, Illinois. Samual P. Banks Director since: 1996 Age: 47 Mr. Banks is President and Chief Executive Officer of Cunningham Children's Home, Urbana, Illinois. Mr. Banks has been associated with Cunningham Children's Home since 1982. T. O. Dawson Director since: 1995 Age: 61 Mr. Dawson is a retired Senior Vice President of Acordia, Inc., Champaign, Illinois. Prior to being named Senior Vice President of Acordia in 1999, Mr. Dawson was a partner in the firm of Insurance Risk Managers, Ltd., Champaign, Illinois, which was acquired by Acordia. Victor F. Feldman Director since: 1996 Age: 66 Dr. Feldman is an ophthalmologist at Christie Clinic, Champaign, Illinois. Dr. Feldman had been associated with Christie Clinic since 1967. Kenneth M. Hendren Director since: 1996 Age: 55 Mr. Hendren is a self-employed farmer in LeRoy, Illinois.
E. Phillips Knox Director since: 1980 Age: 55 Mr. Knox is an attorney with the firm Tummelson Bryan & Knox, Urbana, Illinois. Barbara J. Kuhl Director since: 2001 Age: 51 Mrs. Kuhl has served as President and Chief Operating Officer of First Busey Corporation since November 2000. Previously, Mrs. Kuhl served in various management capacities since joining Busey Bank in 1974. Mrs. Kuhl is married to P. David Kuhl, a director. P. David Kuhl Director since: 1996 Age: 52 Mr. Kuhl has served as President and Chief Executive Officer of Busey Bank since June 1991. Previously, Mr. Kuhl served in various management capacities since joining Busey Bank in 1979. Mr. Kuhl has served on the Board of Directors of Busey Bank since 1991. Mr. Kuhl is married to Barbara J. Kuhl, a director. V. B. Leister, Jr. Director since: 1996 Age: 56 Mr. Leister is President of Carter's Moving & Storage, Inc., and Vice President & Treasurer of Carter's Furniture Inc., Urbana, Illinois. Douglas C. Mills Director since: 1980 Age: 61 Mr. Mills has served as Chairman of the Board and Chief Executive Officer of First Busey Corporation since its incorporation. He has been associated with Busey Bank since 1971 when he assumed the position of Chairman of the Board. Mr. Mills is married to Linda M. Mills, a director. Linda M. Mills Director since: 1996 Age: 61 Mrs. Mills is active with various charitable organizations and previously served as Chairman of the Board of Busey Travel, Champaign, Illinois. Mrs. Mills is married to Douglas C. Mills, a director. David C. Thies Director since: 1996 Age: 46 Mr. Thies is an attorney with the law firm of Webber & Thies, P.C., Urbana, Illinois.
Edwin A. Scharlau II Director since: 1984 Age: 57 Mr. Scharlau has served as Chairman of the Board of Busey Investment Group, Inc. since January 2001 and First Busey Securities, Inc., since June 1994. Mr. Scharlau also serves as Chairman of the Board of Busey Bank, a position he has held since July of 1991. Mr. Scharlau has been associated with Busey Bank since 1964. Arthur R. Wyatt Director since: 1995 Age: 74 Mr. Wyatt is a Professor of Accounting at the University of Illinois-Urbana and Chairman of the Board of Inprimis, Inc., Boca Raton, Florida. (b) Executive Officers. Barbara J. Jones Age: Ms. Jones has served as Chief Financial Officer of First Busey Corporation since March 1999. Previously, Ms. Jones served as Controller of Busey Bank. For information related to Douglas C. Mills (Chief Executive Officer), Barbara J. Kuhl (President), Edwin A. Scharlau (Chairman of Busey Investment Group), and P. David Kuhl (Chief Executive Officer of Busey Bank), please refer to Item 10(a) above. Section 16(a) Beneficial Ownership Compliance. Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors, executive officers and holders of more than 10% of the Common Stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. The Company believes that during the fiscal year ended December 31, 2001, its executive officers and directors complied with all Section 16(a) filing requirements except for Director Ambrose who was delinquent in reporting one disposition transaction. In making these statements, the Company has relied upon the written representations of its directors and executive officers. ITEM 11. EXECUTIVE COMPENSATION Compensation of Executive Officers. The following table discloses compensation received by the Company's Chief Executive Officer and the other executive officers of the Company earning at least $100,000 in 2001.
SUMMARY COMPENSATION TABLE Restricted Stock Securities Underlying All Other Name and Principal Positions Year Salary($) Bonus ($)(1) Awards ($) Options/SARS (#) Compensation ($)(2) - ---------------------------- ---- --------- ----------- ---------- --------------------- ------------------ Douglas C. Mills 2001 105,000 140,005 0 15,000 48,241 Chairman of the Board and Chief Executive Officer 2000 100,000 121,813 1,994 15,000 77,016 1999 125,000 100,000 2,263 20,000 67,713 Edwin A. Scharlau II 2001 140,000 76,008 0 7,500 11,648 Chairman of the Board of Busey Investment Group 2000 140,000 81,450 1,994 7,500 10,068 1999 150,000 50,000 2,263 10,000 13,791 P. David Kuhl 2001 140,000 79,991 0 7,500 11,617 President and Chief Executive Officer of Busey Bank 2000 140,000 81,450 1,994 7,500 10,047 1999 150,000 50,000 2,263 10,000 12,988 Barbara J. Kuhl 2001 100,000 79,991 0 7,500 10,993 President, Corporate Secretary, 2000 80,000 62,875 1,994 -0- 7,512 Treasurer and Chief Operating Officer 1999 75,000 45,000 2,263 -0- 9,895 (1) Mr. Mills, Mr. Scharlau, Mr. Kuhl and Mrs. Kuhl received 694, 377, 396 and 396 shares of Common Stock, respectively, under the 2001 Management and Associate Dividend Program. The shares were valued at the closing price on November 20, 2001, the date the award was approved by the Board. The stock values included for Mr. Mills, Mr. Scharlau, Mr. Kuhl and Mrs. Kuhl were $14,005, $7,608, $7,991 and $7,991, respectively. (2) The amounts disclosed in this column for 2001 include: Company contributions of $8,387 on behalf of each individual under the First Busey Corporation Profit Sharing Plan & Trust, a defined contribution plan. Discretionary company contributions of $2,606 on behalf of each individual under the First Busey Corporation Employee Stock Ownership Plan, a defined contribution plan. Compensation value of split-dollar life insurance policies on Mr. Mills in the amount of $37,248. The Company will be reimbursed for all premiums paid on the policies, without interest, from the proceeds of the policies. Mr. Mills currently has two $10,000,000 split-dollar life insurance policies. The first policy was acquired in 1992 and the second policy was acquired in 2000. Split-dollar life insurance policies were acquired on Mr. Scharlau and Mr. Kuhl in 1994. For 2001, $655 and $624, respectively, represent the compensation value of these policies to Mr. Scharlau and Mr. Kuhl.
OPTION/SAR GRANTS IN LAST FISCAL YEAR Potential Realizable Value at Assumed Annual Rates of Stock Price Individual Grants Appreciation for Option Term ------------------------------------------------------------------------------- -------------------------------------- Number of Securities % of Total Underlying Options Granted Exercise or Options/SAR's to Employees in Base Price Expiration Name Granted (#)(1) Fiscal Year ($/Share) Date 5%($) 10%($) ------------------------ -------------- ---------------- ------------ ------------ --------- ---------- Douglas C. Mills 15,000 24% $17.875 12/15/05 123,511 203,608 Edwin A. Scharlau II 7,500 12% $17.875 12/15/05 61,756 101,804 P. David Kuhl 7,500 12% $17.875 12/15/05 61,756 101,804 Barbara J. Kuhl 7,500 12% $17.875 12/15/05 61,756 101,804 (1) The options became exercisable on January 15, 2002. AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTIONS/SAR VALUES The following table provides information on option exercises in fiscal 2001 by the named executive officers and the value of such officers' unexercised options at December 31, 2001. Number of Securities Underlying Value of Unexercised Unexercised Options/SARs at In-the-Money Options/SARs at December 31, 2001(#) December 31, 2001 ($)(1) ---------------------------------------------------------------- Shares Acquired on Value Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable - -------------------------------------------------------------------------------------------------------------------------- Douglas C. Mills 100,000 673,625 15,000 35,642 21,263 225,631 Edwin A. Scharlau II 22,500 213,750 17,500 22,200 42,931 142,769 P. David Kuhl 22,500 223,594 17,500 22,200 42,931 142,769 Barbara J. Kuhl 9,000 89,438 -0- 15,900 -0- 85,250 (1) Based on the closing price of Common Stock of $21.48 as quoted on the Nasdaq National Market on December 31, 2001.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Common Stock Ownership of Certain Beneficial Owners and Management. The following table sets forth certain information regarding the beneficial ownership of the Common Stock as of February 15, 2002 by all directors and director nominees, by each person who is known by the Company to be the beneficial owner of more than 5% of the outstanding Common Stock, by each executive officer named in the Summary Compensation Table and by all directors and executive officers as a group. The number of shares beneficially owned by each director, director nominee, 5% stockholder or executive officer is determined under rules of the Securities and Exchange Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days of February 15, 2002 through the exercise of any option or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such powers with his or her spouse) with respect to the shares set forth in the following table. In certain instances, the number of shares listed includes, in addition to shares owned directly, shares held by the spouse or children of the person, or by a trust of which the person is a trustee or in which the person may have a beneficial interest. In some cases, the person has disclaimed beneficial interest in certain of these shares.
Name and Address of Beneficial Owner Common Stock Beneficially Owned - ----------------------------------------------- -------------------------------------------------------------- Number of Right to Percent of Shares Owned Acquire (1) Outstanding Shares ------------ ----------- ------------------ Douglas C. Mills(2) 2,725,935 46,000 20.21% 201 E. Main Street Urbana, Illinois 61801 Linda M. Mills(3) 720,200 9,000 5.33% 2123 Seaton Court Champaign, Illinois 61821 A. Barclay Klingel, Jr.(4) 848,008 0 6.20% Joseph M. Ambrose 30,410 9,000 .29% Samuel P. Banks 5,234 9,000 .10% T. O. Dawson 88,626 9,000 .71% Victor F. Feldman 72,544 0 .53% Kenneth M. Hendren 144,238 9,000 1.12% E. Phillips Knox 200,250 9,000 1.53% Barbara J. Kuhl(5) 89,435 11,500 .73% P. David Kuhl(6) 88,331 25,000 .83% V. B. Leister, Jr. 21,248 9,000 .22% Edwin A. Scharlau II 364,156 25,000 2.84% David C. Thies 3,950 0 .03% Arthur R. Wyatt 63,768 9,000 .53% All directors and executive officers as a group 4,618,324 179,500 34.78% (14 persons) - -------- (1) Shares that can be acquired through stock options available for exercise. (2) Includes 670,002 shares held by the Martin A. Klingel Estate for which Mr. Mills shares voting and dispositive powers with A. Barclay Klingel, Jr. Excludes 720,200 shares of common stock beneficially owned by Linda M. Mills, Mr. Mills' spouse. Includes 21,242 shares of common stock owned by Busey Mills Foundation and 1,000,000 shares of common stock owned by Mills Investment LP. (3) Excludes 2,725,935 shares of common stock beneficially owned by Douglas C. Mills, Mrs. Mills' spouse. Includes 5,000 shares of common stock owned by Mills Family Foundation and 30,000 shares of common stock owned by Mills Family Trust. (4) Includes 670,002 shares held by the Martin A. Klingel Estate for which Mr. Klingel shares voting and dispositive powers with Douglas C. Mills. Also includes 108,000 shares held in the Klingel Insurance Trust, for which Mr. Klingel acts as sole trustee. (5) Excludes 88,331 shares of common stock beneficially owned by P. David Kuhl, Mrs. Kuhl's spouse. (6) Excludes 89,435 shares of common stock beneficially owned by Barbara J. Kuhl, Mr. Kuhl's spouse.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Compensation Committee Interlocks and Certain Relationships and Related Transactions. Mr. Knox, a director of the Company, is an attorney with Tummelson Bryan & Knox, Urbana, Illinois, and provided legal and certain consulting services to the Company during fiscal 2001. The dollar amount of the fees paid to Tummelson Bryan & Knox by the Company during the 2001 fiscal year was $109,991. The Company's banking subsidiaries have, and may be expected to have in the future, banking transactions in the ordinary course of business with directors, executive officers and holders of 5% or more of the Company's Common Stock, their immediate families and their affiliated companies. These transactions have been and will be on the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unaffiliated persons. These transactions have not involved and will not involve more than the normal risk of collectibility or any other unfavorable features. At December 3l, 2001, these persons and companies were indebted to the Company's banking subsidiaries for loans totaling approximately $3.596 million representing 3.40% of total stockholders' equity. In addition to these loans, the Company's banking subsidiaries make loans to officers of the Company's subsidiaries who are not executive officers of First Busey.
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Urbana, Illinois on June 24, 2002. FIRST BUSEY CORPORATION By \s\ Douglas C. Mills ---------------------------------- Chairman of the Board, President, Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this amendment to report signed below by the following persons on behalf of the Registrant and in the capacities indicated on June 24, 2002. TITLE: SIGNATURE: /s/ Douglas C. Mills Chairman of the Board, - ---------------------------------------- Chief Executive Officer Douglas C. Mills (Principal Executive Officer) /s/ Barbara J. Jones Chief Financial Officer - ---------------------------------------- Barbara J. Jones (Principal Financial Officer) /s/ Joseph M. Ambrose Director - ---------------------------------------- Joseph M. Ambrose /s/ Samuel P. Banks Director - ---------------------------------------- Samuel P. Banks Director - ---------------------------------------- T. O. Dawson /s/ Victor F. Feldman Director - ---------------------------------------- Victor F. Feldman Director - ---------------------------------------- Kenneth M. Hendren
/s/ E. Phillips Knox Director - ---------------------------------------- E. Phillips Knox /s/ Barbara J. Kuhl Director - ---------------------------------------- Barbara J. Kuhl /s/ P. David Kuhls Director - ---------------------------------------- P. David Kuhl /s/ V. B. Leister, Jr. Director - ---------------------------------------- V. B. Leister, Jr. /s/ Linda M. Mills Director - ---------------------------------------- Linda M. Mills Director - ---------------------------------------- Edwin A. Scharlau II /s/ David C. Thies Director - ---------------------------------------- David C. Thies Director - ---------------------------------------- Arthur R. Wyatt