As filed with the Securities and Exchange Commission on January 31, 2002
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR
13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
HCB BANCSHARES, INC.
- --------------------------------------------------------------------------------
(Name of Subject Company (Issuer))
HCB BANCSHARES, INC. - ISSUER
Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
40413N 10 6
- --------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Cameron D. McKeel
HCB Bancshares, Inc.
237 Jackson Street,
Camden, Arkansas 71701
(870) 836-6841
- --------------------------------------------------------------------------------
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
Gary R. Bronstein, Esquire
Joel E. Rappoport, Esquire
Stradley Ronon Housley Kantarian & Bronstein, LLP
1220 19th Street, N.W.
Suite 700
Washington, D.C. 20036
(202) 822-9611
January 31, 2002
- --------------------------------------------------------------------------------
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction valuation* Amount of filing fee
$5,573,523.50 $512.76
- --------------------------------------------------------------------------------
* Calculated solely for the purpose of determining the filing fee, based upon
the purchase of 377,866 shares at the maximum tender offer price of $14.75 per
share.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[ ] going-private transaction subject to Rule 13e-3.
[X] issuer tender offer subject to Rule 13e-4.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
ITEM 1. SUMMARY TERM SHEET.
The information set forth in "Summary" of the Offer to Purchase, filed
herewith as Exhibit 1 (the "Offer to Purchase"), is incorporated herein by
reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The issuer of the securities to which this Schedule TO relates is HCB
Bancshares, Inc., an Oklahoma corporation ("HCB Bancshares"), and the address of
its principal executive office, and its mailing address, is 237 Jackson Street,
Camden, Arkansas 71701. The telephone number of HCB Bancshares at its principal
executive offices is (870) 836-6841.
(b) This Schedule TO relates to the offer by HCB Bancshares commencing on
January 31, 2002, to purchase up to 377,866 shares (the "Shares"), or such
lesser number of shares as are properly tendered, of its common stock, $0.01 par
value per share. As of January 30, 2002, 1,889,329 Shares were outstanding.
(c) The information set forth in "Section 8, Price Range of Shares;
Dividends" of the Offer to Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The name, business address and telephone number of HCB Bancshares,
the person filing this Schedule TO, are set forth in Item 2(a) above, which
information is incorporated herein by reference. HCB Bancshares is the subject
company.
The name and business address of each director and executive officer of HCB
Bancshares are listed below:
DIRECTORS:
---------------------------------------------------------------
Vida H. Lampkin Cameron D. McKeel
Chairman of the Board President and Chief Executive Officer
237 Jackson Street, S.W. of HCB Bancshares and HEARTLAND
Camden, Arkansas 71701 Community Bank (the "Bank"), a wholly
owned subsidiary of HCB Bancshares
237 Jackson Street, S.W.
Camden, Arkansas 71701
1
Bruce D. Murry Carl E. Parker, Jr.
237 Jackson Street, S.W. 237 Jackson Street, S.W.
Camden, Arkansas 71701 Camden, Arkansas 71701
Clifford O. Steelman F. Michael Akin
237 Jackson Street, S.W. 237 Jackson Street, S.W.
Camden, Arkansas 71701 Camden, Arkansas 71701
John G. Rich
237 Jackson Street, S.W.
Camden, Arkansas 71701
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS:
---------------------------------------------------------------
William C. Lyon Paula J. Bergstrom
Senior Vice President of HCB Bancshares; Senior Vice President
Senior Vice President and Administration and Secretary
Chief Lending Officer of the Bank of HCB Bancshares and the
237 Jackson Street, S.W. Bank
Camden, Arkansas 71701 237 Jackson Street, S.W.
Camden, Arkansas 71701
Scott A. Swain
Senior Vice President and Chief Financial Officer
of HCB Bancshares and
the Bank 237 Jackson Street, S.W.
Camden, Arkansas 71701
ITEM 4. TERMS OF THE TRANSACTION.
(a)-(b) The information set forth in "Summary" and "Section 1, Number of
Shares; Proration," "Section 16, Extension of Tender Period; Termination;
Amendments," "Section 4, Withdrawal Rights," "Section 3, Procedure for Tendering
Shares," "Section 9, Purpose of the Offer; Certain Effects of the Offer," and
"Section 15, Federal Income Tax Consequences" of the Offer to Purchase is
incorporated herein by reference.
2
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) The information set forth in "Section 12, Interest of Directors and
Officers; Transactions and Arrangements Concerning Shares" of the Offer to
Purchase is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS AND PROPOSALS.
(a)-(b) The information set forth in "Summary" and "Section 9, Purpose of
the Offer; Certain Effects of the Offer" of the Offer to Purchase is
incorporated herein by reference.
(c) The information set forth in "Section 12, Interest of Directors and
Officers; Transactions and Arrangements Concerning Shares" of the Offer to
Purchase is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (b) and (d) The information set forth in "Section 11, Source and
Amount of Funds" of the Offer to Purchase is incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth in "Section 12, Interest of Directors
and Officers; Transactions and Arrangements Concerning Shares" of the Offer to
Purchase is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED, OR USED.
The information set forth in "Summary" and "Section 17, Solicitation Fees
and Expenses" of the Offer to Purchase is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth in "Section 12, Interest of Directors and
Officers; Transactions and Arrangements Concerning Shares," "Section 13, Effects
of the Offer on the Market for Shares; Registration under the Exchange Act" and
"Section 14, Legal Matters; Regulatory Approvals" of the Offer to Purchase are
incorporated herein by reference.
(b) Not applicable.
3
ITEM 12. EXHIBITS.
99(a)(1)(A) Form of Offer to Purchase, dated January 31, 2002 and form of
Letter of Transmittal, including the Certification of Taxpayer
Identification Number on Form W-9 and Notice of Guaranteed
Delivery.
99(a)(1)(B) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees; form of Letter to Clients for
Use by Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees, including the Instruction Form; form of Letter
to Stockholders of the Company, dated January 31, 2002, from
Cameron D. McKeel, President and Chief Executive Officer of
the Company.
99(a)(2) - Not applicable.
(a)(4)
99(a)(5) Form of Memorandum, dated January 31, 2002, to the Company's
employees; form of Question and Answer Brochure; text of Press
Release issued by the Company, dated January 31, 2002; and
text of Press Announcement to be published in local and
regional newspapers on or after January 31, 2002.
99(b) Not applicable.
99(d)(1) Standstill Agreement dated August 29, 2001, by and among HCB
Bancshares, Inc., Stilwell Value Partners IV, L.P.,
Stilwell Associates, L.P., Stilwell Value LLC, and Joseph
Stilwell and John G. Rich. (Incorporated herein by reference
to Exhibit 99.2 to HCB Bancshares' Current Report on
Form 8-K filed on September 5, 2001.)
99(d)(2) Employment Agreements by and between Heartland Community
Bank and Vida H. Lampkin and Cameron D. McKeel. (Incorporated
herein by reference to Exhibit 10.3(a) to HCB Bancshares'
Registration Statement on Form SB-2 filed on December 31, 1996
(File No. 333-19093)).
99(d)(3) Employment Agreements by and between HCB Bancshares, Inc.
and Vida H. Lampkin and Cameron D. McKeel. (Incorporated
herein by reference to Exhibit 10.3(b) to HCB Bancshares'
Annual Report on Form 10-K for the year ending June 30, 2000
(File No. 0-22423)).
99(g) Not applicable.
99(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
4
SIGNATURE
After due 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.
January 31, 2002 HCB BANCSHARES, INC.
By: /s/ Cameron D. McKeel
--------------------------------------
Cameron D. McKeel
President and Chief Executive Officer
5