- Amended Statement of Ownership (SC 13G/A)
January 30 2009 - 3:44PM
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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. 15)*
HMN FINANCIAL, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
40424G108
(CUSIP Number)
DECEMBER 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ
Rule 13d-1(b)
o
Rule 13d-1(c)
o
Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting persons 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).
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1
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only).
HMN FINANCIAL, INC. EMPLOYEE STOCK OWNERSHIP PLAN
IRS ID NO. 37-1327748
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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MINNESOTA
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5
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SOLE VOTING POWER
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NUMBER OF
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474,403 (1)
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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320,937 (2)
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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474,403 (1)
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WITH
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8
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SHARED DISPOSITIVE POWER
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320,937 (2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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795,340
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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19.1%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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EP
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(1) Includes 474,403 shares held in unallocated accounts of the HMN Financial, Inc. Employee Stock Ownership Plan.
(2) Includes 320,937 shares held in allocated accounts of the HMN Financial, Inc. Employee Stock Ownership Plan.
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1
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only).
FIRST BANKERS TRUST SERVICES, INC.
IRS ID NO. 37-1327748
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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UNITED STATES
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5
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SOLE VOTING POWER
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NUMBER OF
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474,403 (1)
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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320,937 (2)
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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474,403 (1)
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WITH
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8
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SHARED DISPOSITIVE POWER
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320,937 (2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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795,340
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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19.1%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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BK
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(1) Includes 474,403 shares held in unallocated accounts of the HMN Financial, Inc. Employee Stock Ownership Plan.
(2) Includes 320,937 shares held in allocated accounts of the HMN Financial, Inc. Employee Stock Ownership Plan.
Item 1.
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(a)
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Name of Issuer:
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HMN FINANCIAL, INC. (the Corporation)
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(b)
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Address of Issuers Principal Executive Offices:
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1016 Civic Center Drive NW, Rochester, MN 55901
Item 2.
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(a)
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Name of Person Filing
:
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HMN Financial, Inc. Employee Stock Ownership Plan (the ESOP)
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Pursuant to applicable regulations, First Bankers Trust Services, Inc. (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.
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The Trustee also may be deemed a beneficial owner of unvested shares held in the HMN Financial,
Inc. Recognition and Retention Plan. Refer to Item 4. for more details.
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(b)
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Address of Principal Business Office or, if none, Residence
:
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The business address of the ESOP is: 1016 Civic Center Drive NW, Rochester, MN 55901
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The business address of the Trustee is: 2321 Kochs Lane, Quincy, IL 62305-3566
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(c)
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Citizenship
:
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The ESOP trust was established under the laws of the state of Minnesota.
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The Trustee is a state chartered trust company incorporated under the laws of the state of
Illinois.
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(d)
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Title of Class of Securities
:
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Common stock, par value $.01 per share
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(e)
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CUSIP Number
:
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40424G108
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a
:
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(a)
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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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þ
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
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(i)
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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);
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4.
Ownership
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Provide the following information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: The ESOP holds an aggregate of 795,340 shares (19.1% of the
outstanding shares of the class) of the Corporation and has the voting rights as described below.
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(b)
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Percent of class: 19.1%.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote 474,403.
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(ii)
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Shared power to vote or to direct the vote 320,937.
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(iii)
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Sole power to dispose or to direct the disposition of 474,403.
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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.
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First Bankers Trust Services, Inc., 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.
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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, 2008 a total of 320,937 shares of Corporation common stock have been allocated to
participants accounts.
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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.
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(iv) Shared power to dispose or to direct the disposition of 320,937.
Instruction
. For computations regarding securities which represent a right to acquire an underlying
security
see
§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
.
If a parent holding company 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 §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 §240.13d-1(c) or §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)
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The following certification shall be included if the statement is filed pursuant to
§240.13d-1(b):
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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.
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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.
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HMN Financial, Inc.
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Employee Stock Ownership Plan
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First Bankers Trust Services, Inc., Trustee
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Date: January 30, 2009
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Signature: /s/ Linda Shultz
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Name/Title: Linda Shultz/Trust Officer
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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 representatives 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
§240.13d-7 for other parties for whom copies are to be sent.
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Attention:
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Intentional misstatements or omissions of fact constitute
Federal criminal
violations
(See 18 U.S.C. 1001)
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