10-K/A 1 dec10ka2002.txt AMENDED 10K TO FILE EX-12.1 FOR BREMER FINANCIAL 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, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________________ to ____________________ Commission file number 0-18342 Bremer Financial Corporation (Exact name of registrant as specified in its charter) Minnesota 41-0715583 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 445 Minnesota Street 55101 Suite 2000, St. Paul, MN (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (651) 227-7621 Securities registered pursuant to Section 12(b) of the Act: None. Securities registered pursuant to Section 12(g) of the Act: Class A Common Stock, no 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 of 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. [ X ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes No X ---- ---- Based upon the $33.14 per share price at which shares of class A common stock of the Company were last sold before June 30, 2002, the aggregate value of the Company's shares of class A common stock held by non-affiliates as of such date was approximately $26.4 million. All of the Company's class B common stock is owned by the Otto Bremer Foundation, an affiliate of the Company. As of March 21, 2003, there were 1,200,000 shares of class A common stock and 10,800,000 shares of class B common stock outstanding. ITEMS AMENDED This amended filing of the Annual Report on Form 10K for Bremer Financial Corporation for the period ending 12/31/2002 is solely for the purpose of filing the Index to the Exhibits found on page 65 and Exhibit 12.1 which were inadvertently omitted from the electronic filing. Item 15, Exhibits, Financial Statement Schedules, and Reports on Form 8-K is found on page 60 listing exhibit 12.1 as Item 15.(a)(3). BREMER FINANCIAL CORPORATION Annual Report on Form 10-K for the year ended December 31, 2002 INDEX Page Documents Incorporated by Reference........................................ii Cross Reference Sheet.....................................................iii PART I Item 1. Business.....................................................1 Item 2. Properties...................................................9 Item 3. Legal Proceedings............................................9 Item 4. Submission of Matters to a Vote of Security Holders..........9 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.........................................10 Item 6. Selected Financial Data.....................................13 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations...............14 Item 7A. Quantitative and Qualitative Disclosure About Market Risk...34 Item 8. Financial Statements and Supplementary Data.................35 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure......................60 PART III Item 10 through Item 13. See "Documents Incorporated by Reference" (Page ii)........................60 Item 14. Controls and Procedures.....................................60 PART IV Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.........................................60 Signatures .........................................................62 i PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this report: (1) The following financial statements of Bremer Financial Corporation are part of this document under Item 8. Financial Statements and Supplementary Data: Consolidated Balance Sheets - December 31, 2002 and December 31, 2001 Consolidated Statements of Income - Years ended December 31, 2002, 2001 and 2000 Consolidated Statements of Shareholders' Equity - Years ended December 31, 2002, 2001 and 2000 Consolidated Statements of Cash Flows - Years ended December 31, 2002, 2001 and 2000 Notes to Consolidated Financial Statements Independent Auditors' Report (2) Financial statement schedules are omitted as they are not applicable, not required, or the required information is included in the financial statements or notes thereto. (3) The following exhibits are filed as a part of this report: 10.1 Bremer Financial Corporation 2002 Variable Compensation Plan. 10.2 Bremer Financial Corporation Executive Stock Purchase Plan effective August 1, 2002. 12.1 Statement Regarding Computation of Ratio of Earnings to Fixed Charges. 21 Subsidiaries of the Company. 99.1 Risk Factors. 60 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. May 13, 2003. Bremer Financial Corporation By: /s/Stan K. Dardis ----------------------------- Stan K. Dardis Its President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the registrant on May 13, 2003 in the capacities indicated. /s/Stan K. Dardis ---------------------------- Stan K. Dardis Its President and Chief Executive Officer and Director /s/Terry M. Cummings ---------------------------- Terry M. Cummings Chairman of the Board and Director /s/William H. Lipschultz ---------------------------- William H. Lipschultz Vice President and Director /s/Charlotte S. Johnson ---------------------------- Charlotte S. Johnson Vice President and Director /s/Sherman Winthrop ---------------------------- Sherman Winthrop Director /s/Daniel C. Reardon --------------------------- Daniel C. Reardon Vice President and Director /s/Patrick J. Donovan --------------------------- Patrick J. Donovan Director /s/Robert B. Buck --------------------------- Robert B. Buck Executive Vice President and Chief Financial Officer (Principal Financial Officer) /s/Stuart F. Bradt --------------------------- Stuart F. Bradt Controller (Principal Accounting Officer) 62 CERTIFICATIONS I, Stan K. Dardis, certify that: 1. I have reviewed this amended annual report on Form 10-K/A of Bremer Financial Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 13, 2003 /s/Stan K. Dardis --------------------------- Stan K. Dardis Chief Executive Officer 63 I, Robert B. Buck , certify that: 1. I have reviewed this amended annual report on Form 10-K/A of Bremer Financial Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 13, 2003 /s/ Robert B. Buck --------------------------- Robert B. Buck Chief Financial Officer 64 INDEX TO EXHIBITS Description of Exhibits 10.1 Bremer Financial Corporation 2002 Variable Compensation Plan. 10.2 Bremer Financial Corporation Executive Stock Purchase Plan effective August 1, 2002. 12.1 Statement Regarding Computation of Ratio of Earnings to Fixed Charges 21 Subsidiaries of the Company. 99.1 Risk Factors. 99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.3 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 65