As filed with the Securities and Exchange Commission on March 15, 2002
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 TO
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.
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(Name of Subject Company (Issuer))
HCB BANCSHARES, INC. - ISSUER
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Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
40413N 10 6
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(CUSIP Number of Class of Securities)
Cameron D. McKeel
HCB Bancshares, Inc.
237 Jackson Street, SW
Camden, Arkansas 71701
(870) 836-6841
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(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 Stevens & Young, LLP
1220 19th Street, N.W. Suite 700
Washington, D.C. 20036
(202) 822-9611
January 31, 2002
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(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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Transaction valuation* Amount of filing fee
$5,573,523.50 $512.76
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* 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.
[X] 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: $512.76
Filing Party: HCB Bancshares, Inc.
Form or Registration No.: Schedule TO, 005-52807
Date Filed: January 31, 2002
[ ] 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: [ ]
INTRODUCTORY STATEMENT
This Amendment No. 3 (this "Amendment") amends and supplements the Tender Offer
Statement (the "Schedule TO") filed with the Securities and Exchange Commission
on January 31, 2002, Amendment No. 1 thereto, filed with the Securities and
Exchange Commission on February 19, 2002 and Amendment No. 2 thereto, filed with
the Securities and Exchange Commission on February 25, 2002 relating to the
issuer tender offer by HCB Bancshares, Inc., an Oklahoma corporation ("HCB
Bancshares"), to purchase up to 377,866 shares of its common stock, $0.01 par
value per share (the "Shares"), at a price not greater than $14.75 nor less than
$12.75 per Share, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
January 31, 2002, as amended (the "Offer to Purchase"), and in the related
Letter of Transmittal, which together with the Offer to Purchase, constitute the
Offer.
This Amendment amends Item 12 to attach (i) Supplement No. 1 to the Offer to
Purchase dated March 13, 2002 as Exhibit 99(a)(1)(D) and (ii) a press release
dated March 15, 2002 related to the Offer as Exhibit 99(a)(5)(C) and.
ITEM 12. EXHIBITS.
99(a)(1)(A) Amended Form of Offer to Purchase.**
99(a)(1)(B) Form of Letter of Transmittal, including the Certification of
Taxpayer Identification Number on Form W-9 and Notice of
Guaranteed Delivery.*
99(a)(1)(C) 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)(1)(D) Supplement No. 1 to the Offer to Purchase dated March 13, 2002.
99(a)(2) - Not applicable.
(a)(4)
99(a)(5)(A) 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(a)(5)(B) Text of Press Release issued by the Company on February 25,
2002.**
99(a)(5)(C) Text of Press Release issued by the Company on March 15, 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.
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* Previously filed as an exhibit to Schedule TO filed with the Securities and
Exchange Commission on January 31, 2002.
** Previously filed as an exhibit to Amendment No. 2 to Schedule TO filed with
the Securities and Exchange Commission on February 25, 2002.
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.
March 15, 2002 HCB BANCSHARES, INC.
By: /s/ Cameron D. McKeel
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Cameron D. McKeel
President and Chief Executive Officer