SCHEDULE 14A INFORMATION
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)
Filed by the Registrant [x]
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Check the appropriate box:
[ ]Preliminary Proxy Statement [ ]Confidential, for Use of the
[x]Definitive Proxy Statement Commission Only (as permitted
[ ]Definitive Additional Materials by Rule 14a-6(e)(2))
[ ]Soliciting Material Under Rule 14a-12
HCB BANCSHARES, INC.
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(Name of Registrant as Specified in Its Charter)
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Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
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[LETTERHEAD OF HCB BANCSHARES, INC.]
October 15, 2001
Dear Stockholder:
We invite you to attend the annual meeting of stockholders of HCB
Bancshares, Inc. to be held at the Charles O. Ross Center, located at 746
California Avenue, Camden, Arkansas, on Thursday, November 15, 2001 at 10:00
a.m., local time.
The accompanying notice and proxy statement describe the formal business to
be transacted at the meeting. During the meeting, we will also report on the
operations of the Company's subsidiary, HEARTLAND Community Bank. Directors and
officers of the Company, as well as representatives of Deloitte & Touche, LLP,
the Company's independent auditors, will be present to respond to any questions
the stockholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN, DATE AND RETURN
THE ACCOMPANYING PROXY CARD AS SOON AS POSSIBLE EVEN IF YOU CURRENTLY PLAN TO
ATTEND THE ANNUAL MEETING. Your vote is important, regardless of the number of
shares you own. This will not prevent you from voting in person but will assure
that your vote is counted if you are unable to attend the meeting.
Sincerely,
/s/ Cameron D. McKeel
Cameron D. McKeel
President and Chief Executive Officer
HCB BANCSHARES, INC.
237 JACKSON STREET, S.W.
CAMDEN, ARKANSAS 71701-3941
(870) 836-6841
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 15, 2001
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders (the "Annual
Meeting") of HCB Bancshares, Inc. (the "Company") will be held at the Charles O.
Ross Center, located at 746 California Avenue, Camden, Arkansas, on Thursday,
November 15, 2001 at 10:00 a.m., local time.
A proxy statement and proxy card for the Annual Meeting accompany this
notice.
The Annual Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Company for three-year terms; and
2. The transaction of such other matters as may properly come before the
Annual Meeting or any adjournments thereof.
The Board of Directors is not aware of any other business to come before
the Annual Meeting.
Any action may be taken on any one of the foregoing proposals at the Annual
Meeting on the date specified above or on any date or dates to which, by
original or later adjournment, the Annual Meeting may be adjourned. Stockholders
of record at the close of business on October 4, 2001 are the stockholders
entitled to vote at the Annual Meeting and any adjournments thereof.
A list of the stockholders of the Company entitled to vote at the Annual
Meeting shall be open to the examination of any stockholder for any purpose
germane to the Annual Meeting during ordinary business hours for a period of ten
days prior to the Annual Meeting. Such list will be held at the Company's office
located at 237 Jackson Street, S.W., Camden, Arkansas.
You are requested to fill in and sign the accompanying proxy card which is
solicited by the Board of Directors and to mail it promptly in the accompanying
envelope. The proxy card will not be used if you attend and vote at the Annual
Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Paula J. Bergstrom
PAULA J. BERGSTROM
SECRETARY
Camden, Arkansas
October 15, 2001
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. THE ACCOMPANYING
PROXY CARD IS ACCOMPANIED BY A SELF-ADDRESSED ENVELOPE FOR YOUR CONVENIENCE. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
PROXY STATEMENT
OF
HCB BANCSHARES, INC.
237 Jackson Street, S.W.
Camden, Arkansas 71701-3941
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 15, 2001
GENERAL
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of HCB Bancshares, Inc. (the "Company") to be
used at the annual meeting of stockholders (the "Annual Meeting") which will be
held at the Charles O. Ross Center, located at 746 California Avenue, Camden,
Arkansas, on Thursday, November 15, 2001 at 10:00 a.m., local time. This proxy
statement and the accompanying notice and proxy card are being first mailed to
stockholders on or about October 15, 2001.
VOTING AND REVOCABILITY OF PROXIES
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Annual Meeting and all adjournments thereof. Proxies may be revoked by
written notice to Paula J. Bergstrom, Secretary of the Company, at the address
shown above, by filing a later-dated proxy prior to a vote being taken on a
particular proposal at the Annual Meeting or by attending the Annual Meeting and
voting in person.
Proxies solicited by the Board of Directors of the Company will be voted in
accordance with the directions given therein. WHERE NO INSTRUCTIONS ARE
INDICATED, PROXIES WILL BE VOTED FOR THE NOMINEES FOR DIRECTORS SET FORTH IN
THIS PROXY STATEMENT. The proxy confers discretionary authority on the persons
named therein to vote with respect to the election of any person as a director
where the nominee is unable to serve or for good cause will not serve, and
matters incident to the conduct of the Annual Meeting. If any other business is
presented at the Annual Meeting, proxies will be voted by those named therein in
accordance with the determination of a majority of the Board of Directors.
Proxies marked as abstentions, as well as shares held in street name which have
been designated by brokers on proxy cards as not voted, will not be counted as
votes cast. Proxies marked as abstentions or as broker non-votes, however, will
be treated as shares present and eligible to vote for purposes of determining
whether a quorum is present.
VOTING SECURITIES AND BENEFICIAL OWNERSHIP
Stockholders of record as of the close of business on October 4, 2001 (the
"Record Date") are entitled to one vote for each share then held. As of October
4, 2001, the Company had 1,911,929 shares of common stock, par value $.01 per
share (the "Common Stock"), issued and outstanding. The presence, in person or
by proxy, of at least one-third of the total number of shares of Common Stock
outstanding and entitled to vote will be necessary to constitute a quorum at the
Annual Meeting.
Persons and groups owning in excess of 5% of the Company's Common Stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The following
table sets forth as of October 4, 2001, certain information as to the Common
Stock believed by management to be beneficially owned by persons owning in
excess of 5% of the Company's Common Stock and by all directors and executive
officers of the Company as a group.
PERCENT OF SHARES
NAME AND ADDRESS AMOUNT AND NATURE OF OF COMMON STOCK
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OUTSTANDING
------------------- ----------------------- ------------------
HCB Bancshares, Inc. 1998 Stock 110,000 (2) 5.75%
Option Plan Trust ("SOP Trust")
237 Jackson Street, S.W.
Camden, Arkansas 71701
HCB Bancshares, Inc. 203,631 (3) 10.65
Employee Stock Ownership Plan ("ESOP")
237 Jackson Street, S.W.
Camden, Arkansas 71701
Joseph Stilwell 150,850 (4) 7.89
26 Broadway, 23rd Floor
New York, New York 10004
All directors, nominees for director
and executive officers as a group (11 persons) 373,869 (5) 18.63 (5)
<FN>
_____________
(1) Includes all shares as to which the beneficial owner had sole or shared
voting and/or investment power.
(2) Such shares are voted by the trustees of the SOP Trust in the same ratio as
the unallocated ESOP shares are voted.
(3) These shares are held in a suspense account for future allocation among
participating employees as the loan used to purchase the shares is repaid.
The ESOP trustee, Regions Bank, Little Rock, Arkansas, votes all allocated
shares in accordance with instructions of the participants. Unallocated
shares and shares for which no instructions have been received, if any, are
voted by the ESOP trustee in the same ratio as participants direct the
voting of allocated shares or, in the absence of such direction, as
directed by the Company's Board of Directors. As of October 4, 2001, 76,671
shares had been allocated and 126,960 shares were unallocated.
(4) The information provided herein is based upon a Schedule 13D, dated June
14, 2001, filed jointly by Joseph Stilwell, Stilwell Value Partners IV,
L.P., Stilwell Associates, L.P. and Stilwell Value LLC (collectively, the
"Group"). The Schedule 13D reported that each member of the Group shared
voting and investment power with respect to all 150,850 shares reported as
beneficially owned.
(5) Includes 204,848 shares which all directors and executive officers as a
group had a right to purchase pursuant to the exercise of stock options
exercisable within 60 days. To the extent available, such shares are
assumed to be transferred upon the exercise of options to directors and
executive officers from the SOP Trust, while the remaining shares are
assumed to be newly issued. Does not include unallocated shares held by the
ESOP (see above) or 21,329 shares held by the Company's Management
Recognition Plan Trust, which shares are voted by Directors Akin, Murry,
Parker, Purtle and Steelman as trustees for such trusts. Such shares are
required to be voted in the same proportion as the unallocated shares under
the ESOP.
</FN>
ELECTION OF DIRECTORS
GENERAL
The Company's Board of Directors consists of seven members. The Company's
Certificate of Incorporation requires that directors be divided into three
classes, as nearly equal in number as possible, with approximately one-third of
the directors elected each year. The Board of Directors has nominated Vida H.
Lampkin and Clifford O. Steelman, each to serve as directors for a three-year
period. Under Oklahoma law, directors are elected by a plurality of all shares
present and entitled to vote at a meeting at which a quorum is present.
In addition, at its October 2001 Board meeting, the Board of Directors will
amend the Company's Bylaws to increase the number of directors from seven to
eight and will appoint John G. Rich as a director to serve in the class of
directors with terms expiring at the 2003 annual meeting of stockholders.
2
If any nominee is unable to serve, the shares represented by all valid
proxies will be voted for the election of such substitute as the Board of
Directors may recommend or the size of the Board may be reduced to eliminate the
vacancy. At this time, the Board knows of no reason why any nominee might be
unavailable to serve.
The following table sets forth the names of the persons nominated by the
Board of Directors for election as directors. Also set forth is certain other
information with respect to each person's age, the year he or she first became a
director of the Company's subsidiary, HEARTLAND Community Bank (the "Bank"), the
expiration of his or her term as a director and the number and percentage of
shares of Common Stock beneficially owned. Each director of the Company is also
a member of the Board of Directors of the Bank. With the exception of Messrs.
Purtle, Akin and Rich, all individuals were initially appointed as a director of
the Company in 1996 in connection with the Company's incorporation.
SHARES OF
YEAR FIRST COMMON STOCK
ELECTED AS CURRENT BENEFICIALLY
AGE AS OF THE DIRECTOR TERM OWNED AS OF THE PERCENT
NAME RECORD DATE OF THE BANK TO EXPIRE RECORD DATE (1) OF CLASS 2
---- ----------- ----------- --------- --------------- ----------
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2004
Vida H. Lampkin 63 1983 2001 88,546 4.63%
Clifford O. Steelman 60 1984 2001 42,194 2.21
DIRECTORS CONTINUING IN OFFICE
Cameron D. McKeel 62 1996 2002 66,584 3.48
Bruce D. Murry 62 1994 2002 23,116 1.21
F. Michael Akin 45 2000 2002 500 *
Carl E. Parker, Jr. 54 1981 2003 45,194 2.36
Ned Ray Purtle 65 2000 2003 23,250 1.22
DIRECTOR TO BE APPOINTED
John G. Rich 45 (3) 2003 -- --
<FN>
----------
(1) Includes all shares as to which the beneficial owner had sole or shared
voting and/or investment power. Amounts shown include 50,784, 15,872,
47,612, 15,872, 0, 15,872 and 0 shares which may be acquired by Directors
Lampkin, Steelman, McKeel, Murry, Akin, Parker and Purtle, respectively,
upon the exercise of options exercisable within 60 days of October 4, 2001.
Does not include unallocated shares held by the ESOP (see above) or shares
held by Directors Akin, Murry, Parker, Purtle and Steelman as trustees for
the Company's Management Recognition Plan Trust, which shares are required
to be voted in the same proportion as the unallocated shares under the ESOP
or, in the absence thereof, as directed by the Company's Board of
Directors.
(2) Assumes shares issued upon exercise of options are newly issued shares.
(3) Mr. Rich will be appointed as a director in October 2001 and will serve in
the class of directors with terms expiring at the 2003 annual meeting of
stockholders.
* Amount beneficially owned is less than 1% of outstanding Common Stock.
</FN>
3
Set forth below is information regarding the Company's directors and
nominee for director. Unless otherwise stated, all directors have held the
positions indicated for at least the past five years.
VIDA H. LAMPKIN served as President and Chief Executive Officer of the
Company from December 1996 until December 1999 and served as President and Chief
Executive Officer of the Bank from January 1990 until December 1999. Mrs.
Lampkin is currently the Chairman of the Board of the Company as well as
Chairman of the Board of the Bank. Mrs. Lampkin is currently a Board member of
the Arkansas League of Savings Institutions, a member of the Governmental
Affairs Council of America's Community Bankers and a Board member of Arkansas
Quality Award.
CLIFFORD O. STEELMAN serves as Senior Human Resource Administrator for
Atlantic Research Corporation located in Camden, Arkansas. Mr. Steelman retired
from the Camden Kraft Packaging Plant, International Paper, Camden, Arkansas, in
1997 after having been employed there since 1968. Mr. Steelman is a member of
the Board of Directors of the Camden Fairview School District and a member of
the Camden Chamber of Commerce.
CAMERON D. MCKEEL has served as President and Chief Executive Officer of
the Company and Bank since December 1999. From November 1997 to December 1999,
Mr. McKeel served as Executive Vice President of the Company and from May 1996
to November 1997 was Vice President of the Company. In addition, from May 1996
to December 1999, Mr. McKeel served as Executive Vice President of the Bank.
Prior to joining the Bank, Mr. McKeel was Executive Vice President of Arkansas
State Bank in Clarksville, Arkansas. He is a member of the Camden Lions Club and
is the immediate President of the Ouachita Area United Way.
BRUCE D. MURRY is owner of Bruce's, Inc., a retail establishment, located
in Camden, Arkansas. Mr. Murry is a current member of the Camden Lions Club and
the Camden Chamber of Commerce.
F. MICHAEL AKIN has served as President and CEO of Akin Industries, a
manufacturer of furniture for the healthcare and hospitality industries for the
past 13 years. Prior to that, Mr. Akin was with Arkansas Louisiana Gas in sales
and marketing for two years. Mr. Akin currently serves as Chairman of the
Arkansas Economic Development Commission, a commission he has served on since
1997. He is a charter board member of the Arkansas Wood Manufacturers
Association and served as President in 1995-96. In addition, Mr. Akin is a board
member of the Monticello Economic Development Commission and is Chairman of the
Drew County Work Force Training Advisory Council.
CARL E. PARKER, JR. has been General Manager of Camden Monument Company
from 1970 to the present. He is a member of the Camden Rotary Club.
NED RAY PURTLE is owner and manager of Purtle and Son Ranches in Hope,
Arkansas. Previously he was in banking in Clarksville, Arkansas. As the
principal owner of Arkansas State Bank in Clarksville, Mr. Purtle served as Vice
Chairman from 1988 to 1995 and Chairman from 1995 to 1997. During that time, Mr.
Purtle was also owner and Chairman of the Board of Automated Solutions, Inc. in
Knoxville, Arkansas. Mr. Purtle currently serves on the Board of Trustees of the
University of Arkansas and for the past 28 years served on the board of Citizens
National Bank in Hope. In addition, Mr. Purtle is a member of the board of
Arkansas Farm Bureau, Arkansas Farm Bureau Mutual Insurance Company, the
Arkansas Cattleman's Foundation, and the Arkansas State Fair, of which he has
served as Chairman since 1997. In 2000, Mr. Purtle was named Graduate of
Distinction from his alma mater, Oklahoma State University, and he received the
Man of the Year Award in Arkansas Agriculture from the Progressive Farmer
magazine in 1997.
JOHN G. RICH has been an attorney with the law firm of Eppenstein &
Eppenstein in New York, New York since 1995.
4
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following table sets forth information regarding the executive officers
of the Company who do not serve on the Board of Directors.
AGE AT
JUNE 30,
NAME 2001 TITLE
---- --------- -----
William C. Lyon 60 Senior Vice President of the Company; Senior Vice
President and Chief Lending Officer of the Bank
Paula J. Bergstrom 46 Senior Vice President Administration and
Secretary of the Company; Senior Vice President
Administration and Secretary of the Bank
Scott A. Swain 39 Senior Vice President and Chief Financial Officer
of the Company; Senior Vice President and Chief
Financial Officer of the Bank
The following paragraph sets forth information regarding the principal
occupation of the executive officer designated above.
WILLIAM C. LYON has served as Vice President of the Company since December
1996 and has been Senior Vice President and Chief Lending Officer of the Bank
since May 1996. Mr. Lyon was named Senior Vice President of the Company in
November 1997. From January 1994 to May 1996, Mr. Lyon was a self-employed
banking consultant and from 1991 to 1994 he served as Senior Vice President of
American National Bank and Trust Company in Shawnee, Oklahoma. Mr. Lyon is the
immediate past President of the Camden Chamber of Commerce and serves on various
Chamber of Commerce committees. Mr. Lyon serves on the Board of Ouachita
Partnership of Economic Development (OPED) and currently serves as OPED
Secretary-Treasurer. He is a member of the Camden Lions Club.
PAULA J. BERGSTROM has served as Secretary of the Company since December
1996 and was named Senior Vice President Administration of the Company in
November 2000. From February 1992 to December 1997, Mrs. Bergstrom served as
Vice President Compliance & Data Processing of the Bank. In January 1997, Mrs.
Bergstrom was named Secretary of the Bank and served as the Bank's Vice
President Administration from December 1997 to November 2000 at which time she
was named the Bank's Senior Vice President Administration.
SCOTT A. SWAIN served as Vice President and Chief Financial Officer of the
Company from February 1999 to November 2000 at which time he was named the
Company's Senior Vice President and Chief Financial Officer. Mr. Swain served as
Vice President and Chief Financial Officer of the Bank from February 1999 to
November 2000 at which time he was named the Bank's Senior Vice President and
Chief Financial Officer. Mr. Swain also serves as the Treasurer of the Company
and as the Bank's Interim Compliance Officer. Mr. Swain is a 2001 Camden Area
Leadership Graduate.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company holds regular monthly meetings and
special meetings as needed. During the year ended June 30, 2001, the Company's
Board met 15 times. No director attended fewer than 75% in the aggregate of the
total number of Board and committee meetings held while he or she was a member
during the year.
The fiscal year 2001 Board of Directors' Audit Committee consisted of
Directors Akin, Murry, Parker, Purtle and Steelman, who serves as Chairman. The
members of the Audit Committee are "independent," as "independent" is defined in
Rule 4200(a)(15) of the National Association of Securities Dealers listing
standards. The Audit Committee met seven times during the year ended June 30,
2001 to examine and approve the audit report
5
prepared by the independent auditors of the Company, to review and recommend the
independent auditors to be engaged by the Company, to review the internal audit
function and internal accounting controls, and to review and approve Company
policies. The Company's Board of Directors has adopted a written charter for the
Audit Committee. A copy of the Audit Committee's charter is attached to this
Proxy Statement as Exhibit A.
The Compensation Committee for fiscal year 2001 consisted of Directors
Akin, Murry, Parker, Purtle and Steelman. This committee reviews the performance
of the officers of the Company and determines compensation. The Compensation
Committee met one time during the year ended June 30, 2001.
The Company does not have a standing nominating committee. Under the
Company's current Bylaws, the Company's full Board of Directors selects the
management nominees for election of directors. The Board of Directors met one
time in this capacity with respect to the nominees for election as directors at
the Annual Meeting. The Company's Certificate of Incorporation sets forth
procedures that must be followed by stockholders seeking to make nominations for
directors. In order for a stockholder of the Company to make any nominations, he
or she must give written notice thereof to the Secretary of the Company not less
than thirty days nor more than sixty days prior to the date of any such meeting;
provided, however, that if less than forty days' notice of the meeting is given
to stockholders, such written notice shall be delivered or mailed, as
prescribed, to the Secretary of the Company not later than the close of business
on the tenth day following the day on which notice of the meeting was mailed to
stockholders. Each such notice given by a stockholder with respect to
nominations for the election of directors must set forth (i) the name, age,
business address and, if known, residence address of each nominee proposed in
such notice; (ii) the principal occupation or employment of each such nominee;
and (iii) the number of shares of stock of the Company which are beneficially
owned by each such nominee. In addition, the stockholder making such nomination
must promptly provide any other information reasonably requested by the Company.
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth the cash and
noncash compensation for each of the three fiscal years ended June 30, 2001
awarded to or earned by the Company's Chief Executive Officer for services
rendered in all capacities to the Company and its subsidiaries.
LONG-TERM COMPENSATION
AWARDS
--------------------------
ANNUAL COMPENSATION(1) RESTRICTED SECURITIES
FISCAL ---------------------- STOCK UNDERLYING ALL OTHER
NAME AND POSITION YEAR SALARY BONUS AWARD(S) OPTIONS COMPENSATION(2)
----------------- ---- ------ ----- --------- ---------- ---------------
Cameron D. McKeel (3) 2001 $103,935 $ -- $ -- -- $ 63,527
President and Chief Executive 2000 98,224 -- -- -- 70,690
Officer of the Company and 1999 90,000 -- -- 47,612 (4) 72,156
Bank
Vida H. Lampkin 2001 114,474 -- -- -- 139,035
Chairman of the Board 2000 108,485 -- -- -- 140,199
of the Company and the Bank 1999 100,000 -- -- 50,784 (4) 162,042
<FN>
_____________
(1) Executive officers of the Company receive indirect compensation in the form
of certain perquisites and other personal benefits. The amount of such
benefits received by each named executive officer in fiscal year 2001 did
not exceed 10% of each executive officer's salary and bonus.
(2) For Mr. McKeel for fiscal 2001, includes life, health, dental and
disability insurance ($5,677), the value of shares allocated under the ESOP
($9,350) and the annual contribution under the Bank's Director's Retirement
Plan ($48,500); for Mrs. Lampkin for fiscal 2001, includes life, health,
dental and disability insurance ($4,708), the value of shares allocated
under the ESOP ($11,153), and the annual contribution under the Bank's
Director's Retirement Plan ($123,174).
(3) Mr. McKeel was appointed President and Chief Executive Officer of the
Company and the Bank on December 16, 1999.
(4) These options represent the repricing of options granted in fiscal year
1998.
</FN>
6
Year-End Option/SAR Values. The following table sets forth information
concerning the number and potential realizable value at the end of the fiscal
year of options held by officers listed on the Summary Compensation Table.
Neither Mr. McKeel nor Mrs. Lampkin exercised any options during fiscal year
2001.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END (1)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
Cameron D. McKeel 47,612 -- $169,023 $ --
Vida H. Lampkin 50,784 -- $180,283 $ --
<FN>
____________
1 Based on the difference between the fair market value of the underlying
Common Stock of $12.675, which was the average of the high and low sale
price for the Common Stock on June 30, 2001, as reported on the Nasdaq
Small Cap Market, and the exercise price of $9.125 per share.
</FN>
EMPLOYMENT AGREEMENTS
The Company and the Bank maintain separate employment agreements (the
"Employment Agreements") with Cameron D. McKeel who as of December 16, 1999
became President and Chief Executive Officer of the Company and Bank and Vida H.
Lampkin, who served as President and Chief Executive Officer of the Bank and the
Company until December 16, 1999 and currently serves as Chairman of the Board
(together, the "Employees"). In such capacities, the Employees are responsible
for overseeing all operations of the Bank and the Company, and for implementing
the policies adopted by the Board of Directors. Such Boards believe that the
Employment Agreements assure fair treatment of the Employees in relation to
their careers with the Company and the Bank by assuring them of some financial
security.
The Employment Agreements provide for terms of one year and an annual base
salary of $103,935 and $114,474 for Mr. McKeel and Mrs. Lampkin, respectively.
On each anniversary date of the Employment Agreements' effective date (the
"Effective Date"), the term of employment will be extended for an additional
one-year period beyond the then effective expiration date, upon a determination
by the Board of Directors that the performance of the Employee has met the
required performance standards and that the Employee's respective Employment
Agreement should be extended. The Employment Agreements provide each Employee
with a salary review by the Boards of Directors not less often than annually, as
well as with inclusion in any discretionary bonus plans, retirement and medical
plans, customary fringe benefits, vacation and sick leave. Each Employment
Agreement will terminate upon the Employee's death, may terminate upon the
Employee's disability and is terminable by the Bank for "just cause" (as defined
in the Employment Agreements). In the event of termination for "just cause," no
severance benefits are available. In the event of (i) the Employee's involuntary
termination of employment for any reason other than "just cause" or (ii) the
Employee's voluntary termination within 90 days of the occurrence of a "good
reason" (as defined in the Employment Agreements), the Employee will be entitled
to receive (a) his or her salary up to the Employment Agreements' expiration
date (the "Expiration Date") plus an additional 12-month salary, (b) a put
option requiring the Bank or the Company to purchase Common Stock held by the
Employee to the extent that it is not readily tradeable on an established
securities market, and (c), at the Employee's election, either cash in an amount
equal to the cost of benefits the Employee would have been eligible to
participate in through the Expiration Date or continued participation in the
benefits plans through the Expiration Date. If the Employment Agreements are
terminated due to the Employee's "disability" (as defined in the Employment
Agreements), the Employee will be entitled to a continuation of his or her
salary and benefits through the date of such termination, including any period
prior to the establishment of the Employee's disability. In the event of the
Employee's death during the term of the Employment Agreements, his or her estate
will be entitled to receive his or her salary through the last day of the
calendar month in which the Employee's death occurred. The Employee is able to
voluntarily terminate his or her Employment Agreements by providing 90 days'
written notice to the Boards of Directors of the Bank and the Company, in which
case the Employee is entitled to receive only his or her compensation, vested
rights and benefits up to the date of termination.
7
In the event of (i) a "change in control," or (ii) the Employees'
termination for a reason other than just cause during the "protected period (as
defined in the Employment Agreements)," the Employees will be paid within 10
days following the later to occur of such events an amount equal to the
difference between (i) 2.99 times their "base amount," as defined in Section
280G(b)(3) of the Internal Revenue Code, and (ii) the sum of any other parachute
payments, as defined under Section 280G(b)(2) of the Internal Revenue Code, that
the Employee receives on account of the change in control. "Change in control"
generally refers to (i) the acquisition, by any person or entity, of the
ownership or power to vote more than 25% of the Bank's or Company's voting
stock, (ii) the transfer by the Bank of substantially all of its assets to a
corporation which is not an "affiliate" (as defined in the Employment
Agreements), (iii) a sale by the Bank or the Company of substantially all the
assets of an affiliate which accounts for 50% or more of the controlled group's
assets immediately prior to such sale, (iv) the replacement of a majority of the
existing board of directors by the Bank or the Company in connection with an
initial public offering, tender offer, merger, exchange offer, business
combination, sale of assets or contested election, or (v) a merger of the Bank
or the Company which results in less than seventy percent (70%) of the
outstanding voting securities of the resulting corporation being owned by former
stockholders of the Company or the Bank. The Employment Agreements provide that
within 10 business days of a change in control, the Bank shall fund, or cause to
be funded, a trust in the amount of 2.99 times the Employee's base amount, that
will be used to pay the Employee amounts owed to the Employee. The aggregate
payments that would be made to the Employees, assuming their termination of
employment under the foregoing circumstances at June 30, 2001, would have been
approximately $318,630 and $348,637 for Mr. McKeel and Mrs. Lampkin,
respectively. These provisions may have an anti-takeover effect by making it
more expensive for a potential acquiror to obtain control of the Company. In the
event that the Employee prevails over the Company and the Bank in a legal
dispute as to the Employment Agreements, the Employee will be reimbursed for his
or her legal and other expenses.
DIRECTOR COMPENSATION
General. Non-employee directors receive fees of $1,000 per month. This fee
includes any committee meeting(s), as well as service on the board of directors
of one or more subsidiaries of the Company. Employee directors do not receive
fees for service as directors. For fiscal year 2001, directors' fees totaled
$60,000. In addition, directors are eligible to receive awards under the
Company's Stock Option Plan and Management Recognition Plan. During the year
ended June 30, 2001, no new awards were made to directors under these plans.
Because of their concern for the level of the Company's earnings, each director
voluntarily suspended further vesting of their MRP awards until May 1, 2003.
Directors' Retirement Plan. The Bank's Board of Directors adopted a
directors' retirement plan, effective June 13, 1996, for directors who are or
were members of the Board of Directors at any time on or after the plan's
effective date, provided that an employee who becomes a director after June 30,
1996 will not become a participant unless the Board of Directors adopts a
specific resolution to that effect. On the first day of each calendar month,
each participant who is a director on said date, with the exception of Directors
Lampkin and McKeel, has his or her account credited with an amount equal to the
product of $158.33 and the Safe Performance Factor for the preceding fiscal
year. With the exception of Directors Lampkin and McKeel, the aggregate
principal credits to a director's account may not exceed $38,000. The Safe
Performance Factor is between 0 and 1.2 and is determined annually by the Board
taking into consideration the Company's performance as compared to targets set
for the fiscal year. In addition, each participant's account is credited with a
rate of return, on any vested amounts previously credited, equal to any
appreciation or depreciation determined according to the participant's
investment election. Amounts credited to the accounts of participants other than
Directors Lampkin and McKeel will be fully vested at all times. The amounts
credited to Director Lampkin and Director McKeel become vested at the rate of
1.18% for each full month of service as a director, starting with 15% vested
interest on January 1, 1996, and becoming fully vested after 72 or more months
of service after January 1, 1996.
Upon a non-employee director's termination of service on the Board due to
death, disability, or mandatory retirement due to age restrictions, the
director's account will be credited with an amount equal to the difference
between $38,000 and the amount previously credited to her or his account,
exclusive of investment returns. In the event of Director Lampkin's or Director
McKeel's disability or death prior to her or his attainment of 50% vesting, the
vested percentage on her or his account will be increased to 50%. If Director
Lampkin's or Director McKeel's service on the Board is terminated for any reason
other than "just cause" following a change in control, the vested percentage of
her or his account will become 100%. Distribution of account balances will be
made in cash, over a
8
ten-year period, unless the participant elects to receive a lump sum or annual
installments over a period of less than ten years. If a participant dies before
receiving all benefits payable under the plan, distribution will be made to her
or his beneficiary or, in the absence of a beneficiary, to her or his estate, in
a lump sum, unless the participant has elected to have the distribution made in
installments over a period of up to ten years. Benefits under the Directors'
Plan are non-transferable. The Bank will pay all benefits in cash from its
general assets, and has established a trust in order to hold assets with which
to pay benefits. Trust assets will be subject to the claims of the Bank's
general creditors. In the event a participant prevails over the Bank in a legal
dispute as to the terms or interpretation of the Directors' Plan, he or she will
be reimbursed for his or her legal and other expenses.
TRANSACTIONS WITH MANAGEMENT
The Bank offers loans to its directors, officers and employees. These loans
currently are made in the ordinary course of business with the same collateral,
interest rates and underwriting criteria as those of comparable transactions
prevailing at the time and do not involve more than the normal risk of
collectibility or present other unfavorable features. At June 30, 2001, the
Bank's loans to directors, nominees for director and executive officers totaled
approximately $1,839,139.
COMPENSATION COMMITTEE REPORT ON EMPLOYEE COMPENSATION
The Compensation Committee of the Board of Directors consists of the
non-employee directors, which for fiscal 2001 consisted of Directors Akin,
Murry, Parker, Purtle and Steelman. This committee reviews the performance of
the executive officers of the Company and its subsidiaries and recommends
employee compensation structures and amounts to the Board.
The Compensation Committee's compensation philosophy for all employees,
including executive officers, is to provide competitive levels of compensation,
integrate employees' pay with the achievement of the Company's performance
goals, reward exceptional corporate performance, recognize individual initiative
and achievement and assist the Company in attracting and retaining qualified
employees. The committee expressly endorses the position that equity ownership
by employees is beneficial in aligning employees' and stockholders' interests in
the enhancement of stockholder value.
Salaries are determined by evaluating the responsibilities of each position
and by reference to the competitive marketplace for qualified employees,
including with respect to executive officers comparisons of salaries for
comparable positions at comparable companies within the banking industry. Annual
salary changes are determined by evaluating changes in compensation in the
marketplace, the performance of the Company and the responsibilities and
performance of the employee.
For fiscal year 2001, the base salaries of the chief executive officer and
other executive officers were established in accordance with the foregoing
policies. The Compensation Committee reviewed proposed salaries for all bank
employees, individually and in total, then reviewed each executive's salary
history. Salaries for the executives were increased by percentages consistent
with the percentage increase for all employees, maintaining the existing
proportion of executive salaries to all salaries.
In establishing Mr. McKeel's compensation the Committee takes into account
his experience, tenure, abilities, job performance and other considerations. Mr.
McKeel's base salary is established in accordance with the terms of the
employment agreement entered into between the Company and Mr. McKeel on February
17, 2000 (see "Executive Compensation -- Employment Agreements") and is
currently $103,935.
Members of the Compensation Committee
F. Michael Akin
Bruce D. Murry
Carl E. Parker, Jr.
Ned Ray Purtle
Clifford O. Steelman
9
STOCK PERFORMANCE
The following graph shows the cumulative total return on the Company's
Common Stock from the commencement of trading on May 7, 1997 through June 30,
2001 compared with the cumulative total return of the CRSP Index for Nasdaq
stocks of savings institutions (U.S. Companies, SIC 6030-39) (the "Industry
Index") and the CRSP Index for the Nasdaq Stock Market (U.S. Companies, all
SICs) (the "Market Index") over the same period, as if $100 were invested on May
7, 1997 in the Company's Common Stock and each index. Total cumulative return on
the Common Stock or the index equals the total increase or decrease in value
since May 7, 1997, assuming reinvestment of all dividends paid. The shareholder
returns shown on the performance graph are not necessarily indicative of the
future performance of the Common Stock or of any particular index.
CUMULATIVE TOTAL SHAREHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDEXES
MAY 7, 1997 THROUGH JUNE 30, 2001
[Line graph appears here depicting the cumulative total shareholder return of
$100 invested in the Common Stock as compared to $100 invested in all companies
whose equity securities are traded on the NASDAQ Stock Market and savings
institutions traded on the NASDAQ Stock Market. Line graph plots the cumulative
total return from May 7, 1997 to June 30, 2001. Plot points are provided below.]
5/7/97 6/30/97 6/30/98 6/30/99 6/30/00 6/30/01
------ ------- ------- ------- ------- -------
HCB Bancshares, Inc. 100 102.0 120.5 76.1(1) 59.8 120.0
Savings Institutions 100 113.1 163.0 142.6 117.8 191.6
Nasdaq Stock Market 100 109.2 143.8 206.8 305.7 165.8
<FN>
_________
1 The Common Stock was not listed on the Nasdaq Stock Market on June 30,
1999. The total return figure at June 30, 1999 is based on the average of
the high and low sales price for the Common Stock on that date. The Common
Stock was relisted on the Nasdaq Small Cap Market on November 22, 1999.
</FN>
10
RELATIONSHIP WITH INDEPENDENT AUDITORS
Deloitte & Touche, LLP, Little Rock, Arkansas, served as the Company's
independent auditors for the fiscal year ended June 30, 2001. A representative
of Deloitte & Touche, LLP is expected to be present at the Meeting to respond to
appropriate questions and to make a statement, if so desired.
The Board of Directors has not yet selected a firm to serve as independent
auditors for the Company for the 2002 fiscal year. The Board of Directors
currently is investigating the range of services offered by other firms that may
add value to the Company.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors (the "Audit Committee") has:
1. Reviewed and discussed the audited financial statements for the fiscal
year ended June 30, 2001 with the management of the Company.
2. Discussed with the Company's independent auditors the matters required
to be discussed by Statement of Accounting Standards No. 61, as the
same was in effect on the date of the Company's financial statements;
and
3. Received the written disclosures and the letter from the Company's
independent auditors required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees), as the same
was in effect on the date of the Company's financial statements, and
discussed with the independent auditors the independent auditors'
independence.
Based on the foregoing materials and discussions, the Audit Committee
recommended to the Board of Directors that the audited financial statements for
the fiscal year ended June 30, 2001 be included in the Company's Annual Report
on Form 10-K for the year ended June 30, 2001.
Members of the Audit Committee
F. Michael Akin
Bruce D. Murry
Carl E. Parker, Jr.
Ned Ray Purtle
Clifford O. Steelman
AUDIT AND OTHER FEES PAID TO INDEPENDENT ACCOUNTANT
AUDIT FEES
During the fiscal year ended June 30, 2001, the aggregate fees billed for
professional services rendered for the audit of the Company's annual financial
statements and the reviews of the financial statements included in the Company's
Quarterly Reports on Form 10-Q filed during the fiscal year ended June 30, 2001
were $188,655.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
The Company did not engage Deloitte & Touche, LLP to provide advice to the
Company regarding financial information systems design and implementation during
the fiscal year ended June 30, 2001.
ALL OTHER FEES
For the fiscal year ended June 30, 2001, the aggregate fees paid by the
Company to Deloitte & Touche, LLP for all other services (other than audit
services and financial information systems design and implementation services)
were $11,701.
11
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to regulations promulgated under the Exchange Act, the Company's
officers, directors and persons who own more than ten percent of the outstanding
Common Stock ("Reporting Persons") are required to file reports detailing their
ownership and changes of ownership in such Common Stock (collectively,
"Reports"), and to furnish the Company with copies of all such Reports. Based
solely on its review of the copies of such Reports or written representations
that no such Reports were necessary that the Company received during the past
fiscal year or with respect to the last fiscal year, management believes that
during the fiscal year ended June 30, 2001, all of the Reporting Persons
complied with these reporting requirements.
OTHER MATTERS
The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
The Company's annual report to stockholders, including financial
statements, is being mailed to all stockholders of record as of the close of
business on the Record Date. Any stockholder who has not received a copy of such
annual report may obtain a copy by writing to the Secretary of the Company. Such
annual report is not to be treated as a part of the proxy solicitation materials
or as having been incorporated herein by reference.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's main office at 237
Jackson Street, S.W., Camden, Arkansas 71701-3941, no later than June 17, 2002.
Stockholder proposals, other than those submitted pursuant to the Exchange Act,
must be submitted in writing to the Secretary of the Company at the above
address not less than thirty days nor more than sixty days prior to the date of
any such meeting in accordance with procedural and substantive requirements
under the Company's Certificate of Incorporation; provided, however, that if
less than forty days' notice of the meeting is given to stockholders, such
written notice shall be delivered or mailed, as prescribed, to the Secretary of
the Company not later than the close of business on the tenth day following the
day on which notice of the meeting was mailed to stockholders. For consideration
at the Annual Meeting, a stockholder proposal must be delivered or mailed to the
Company's Secretary no later than October 25, 2001.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Paula J. Bergstrom
PAULA J. BERGSTROM
SECRETARY
Camden, Arkansas
October 15, 2001
FORM 10-K
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED JUNE 30, 2001 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE
FURNISHED WITHOUT CHARGE TO EACH STOCKHOLDER AS OF THE RECORD DATE UPON WRITTEN
REQUEST TO THE SECRETARY, HCB BANCSHARES, INC., 237 JACKSON STREET, S.W.,
CAMDEN, ARKANSAS 71701-3941.
12
EXHIBIT A
HCB BANCSHARES, INC.
HEARTLAND COMMUNITY BANK
AUDIT COMMITTEE CHARTER
-----------------------
Organization
------------
There shall be a Committee of the Board of Directors to be known as the Audit
Committee. The Audit Committee shall be composed of a minimum of three members
and be comprised of directors who are independent of the management of the
Company and are free of any relationships that, in the opinion of the Board of
Directors, would interfere with their exercise of independent judgment as a
committee member. Determination of independence will be governed by the
NASD/AMEX listing standards requiring all members of the Audit Committee to be
independent and will be disclosed in the Company's annual proxy statement.
Members of the Committee shall have a working familiarity with accounting and
related financial management practices. The Chairman of the Audit Committee will
be responsible for developing an Audit Committee charter outlining the
Committee's mission and responsibilities.
Statement of Policy
-------------------
The Audit Committee shall provide assistance to the Corporate Directors in
fulfilling their responsibility of corporate governance to the shareholders,
potential shareholders, and investment community relating to (a) reviewing the
corporate accounting and reporting practices of the Company, and the quality and
integrity of the financial and regulatory reports of the Company, (b)
determining that Management has established and maintained processes to assure
that an adequate system of internal control is functioning within the Company,
and (c) determining that Management has established and maintained processes to
assure compliance by the Company with all applicable laws, regulations, and
Company policy. In so doing, it is the responsibility of the Audit Committee to
maintain free and open means of communication between the Directors, the
independent auditors, the internal auditors, and the financial management of the
Company. The independent auditor and internal auditor will be accountable to the
Board of Directors and the Audit Committee. The Committee will meet four (4)
times per year or more frequently as circumstances require as determined by the
Committee Chairman.
Responsibilities
----------------
In carrying out its responsibilities, the Audit Committee believes its policies
and procedures should remain flexible, in order to best react to changing
conditions and to ensure to the Directors and shareholders that the corporate
accounting and reporting practices of the Company are in accordance with all
requirements and are of the highest quality.
In carrying out these responsibilities, the Audit Committee will:
o Review and recommend to the Directors the independent auditors to be
selected to audit the financial statements of the Company and its
subsidiaries in accordance with generally accepted auditing standards.
Evaluating, together with the Board and Management, the performance of the
independent auditors and, where appropriate, replacing such auditors.
o Meet with the independent auditors and financial management of the Company
to review the scope of the proposed audit for the current year and the
audit procedures to be utilized, and at the conclusion thereof review such
audit, including any comments or recommendations of the independent
auditors to include Management's response. In addition, discuss the
independent auditors' judgment about the quality, not just the
acceptability, of the Company's accounting principles and underlying
estimates in its financial statements. Additionally, discuss the matters
outlined in SAS No. 61, Communication with Audit Committees, as amended
with SAS No. 90, Audit Committee Communications, with the independent
auditors and discuss independence issues with the independent auditors and
receive communications required by the Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees. Based on
the review and discussions with the
A-1
independent auditors, the Committee will recommend to the Board of
Directors whether the audited financial statements be included in the
Company's annual report on Form 10-K. The Committee will report the
aforementioned items in a report to be included in the Company's annual
proxy statement.
o Review the financial statements and financial information contained in the
annual report to shareholders and SEC filings (Form 10-Q and Form 10-K)
with Management and the independent auditors to determine that the
independent auditors are satisfied with the disclosure and content of the
financial statements to be presented to the shareholders and regulatory
authorities. Any changes in accounting principles should be reviewed.
o Issuing annually a report to be included in the Company's proxy statement
as required by the rules of the Securities and Exchange Commission.
o Review the internal audit function of the Company including the
independence and authority of its reporting obligations, the proposed audit
plan for the coming year, and the coordination of such plan with the
independent auditors. Receive prior to each meeting, a summary of findings
from completed internal audits and a progress report on the proposed
internal audit plan, with explanations for any deviations from the original
plan.
o Review with the independent auditors, the Company's internal auditor, and
financial and accounting personnel, the adequacy and effectiveness of the
accounting and financial controls of the Company, and elicit any
recommendations for the improvement of such internal control procedures or
particular areas where new or more detailed controls or procedures are
desirable to ensure accurate financial and regulatory reporting. Particular
emphasis should be given to the adequacy of such internal controls to
expose any payments, transactions, or procedures that might be deemed
illegal or otherwise improper. Further, the Committee should periodically
review Company policy statements to determine their adherence to the code
of conduct. Additionally, discuss with the Company's legal counsel and
Management any legal matters that may have a material impact on the
Company's financial statements to include regulatory authorities.
o Review all regulatory examination reports and Management's response for
adequacy of corrective action taken.
o Provide sufficient opportunity for the internal and independent auditors to
meet with the members of the Audit Committee without members of Management
present (at least annually). Among the items to be discussed in these
meetings are the independent auditors' evaluation of the Company's
financial, accounting, and internal auditing personnel, and the cooperation
that the independent auditors received during the course of the audit and
the internal auditor's observations and challenges with Company/Bank
Management.
o Review with the compliance auditor the results of the compliance audits as
appropriate and ensure Management responds accordingly with corrective
action, if warranted.
o Submit the minutes of all meetings of the Audit Committee to, or discuss
the matters discussed at each committee meeting, with the Board of
Directors.
o Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside legal counsel for this purpose if,
in its judgment, that is appropriate.
o The Board of Directors may assign other duties from time to time to the
Committee.
Annual Review
-------------
The Committee will review and reassess the adequacy of the Audit Committee
charter on an annual basis. The Board of Directors will review and approve
the Audit Committee charter on an annual basis.
A-2
REVOCABLE PROXY
PLEASE MARK VOTES
AS IN THIS EXAMPLE HCB BANCSHARES, INC.
-------------------------------------------------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS WITH-
NOVEMBER 15, 2001 1. The election as directors FOR HOLD EXCEPT
of all nominees listed
The undersigned hereby appoints F. Michael Akin and Carl E. (except as marked to the
Parker, Jr., with full powers of substitution, to act as contrary below): [ ] [ ] [ ]
proxies for the undersigned, to vote all shares of common
stock of HCB Bancshares, Inc. (the "Company") which the VIDA H. LAMPKIN
undersigned is entitled to vote at the Annual Meeting of CLIFFORD O. STEELMAN
Stockholders, to be held at the Charles O. Ross Center,
located at 746 California Avenue, Camden, Arkansas, on
Thursday, November 15, 2001 at 10:00 a.m., local time, and at
any and all adjournments thereof, as follows:
--------------------------------------------------------------------------------------------------------------------------
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, MARK "EXCEPT" AND WRITE THAT
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
--------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED
NOMINEES. THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF
NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR
THE NOMINEES STATED. IF ANY OTHER BUSINESS IS PRESENTED
AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THOSE
NAMED IN THIS PROXY IN ACCORDANCE WITH THE DETER-MINATION
OF A MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT
TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS
TO BE PRESENTED AT THE ANNUAL MEETING. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY ON THE HOLDERS THEREOF TO VOTE
WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR
WHERE THE NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE
WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF THE
ANNUAL MEETING.
--------------------------------------------------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS.
--------------------------------------------------------------------------------------------------------------------------
Please be sure to sign and date | Date
this proxy in the box below |
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------
Stockholders sign above Co-holder (if any) sign above
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DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE-PAID ENVELOPE ENCLOSED.
HCB BANCSHARES, INC.
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Should the abovesigned be present and elect to vote at the Annual Meeting or at
any adjournment thereof, and after notification to the Secretary of the Company
at the Annual Meeting of the stockholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed terminated and of
no further force and effect.
The above signed acknowledges receipt from the Company prior to the execution of
this proxy of notice of the Annual Meeting, a proxy statement dated October 15,
2001 and a 2001 annual report to stockholders.
Please sign exactly as your name appears on this proxy card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY TODAY
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