SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2000
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 0-26560
HARDIN BANCORP, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 43-1719104
- --------------------------------------------------------------------------------
State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization
201 Northeast Elm Street, Hardin, Missouri 64035
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (660) 398-4312
--------------
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 the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Class Outstanding at December 31, 2000
- --------------------------------------------------------------------------------
Common stock, .01 par value 731,453
HARDIN BANCORP, INC. AND SUBSIDIARIES
CONTENTS
PART I
FINANCIAL INFORMATION
Item 1.
Unaudited Financial Statements ........................................Page
Consolidated Balance Sheets...........................................1
Consolidated Statements of Earnings...................................2
Consolidated Statements of Stockholders' Equity.......................3
Consolidated Statements of Cash Flows...............................4-5
Notes to Consolidated Financial Statements............................6
Item 2.
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.............................................................7-10
PART II
OTHER INFORMATION........................................................11
Signatures...............................................................12
Hardin Bancorp, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
December 31, 2000 March 31, 2000
----------------------- --------------------
Assets
Cash $ 1,244,293 $ 1,418,308
Interest bearing deposits 6,694,101 3,331,934
Investment securities at fair value 38,466,316 37,793,223
Mortgage-backed securities at fair value 5,727,322 11,805,699
Loans receivable, net 83,201,766 78,059,195
Accrued interest receivable:
Investment securities 617,559 487,312
Mortgage-backed securities 50,124 84,232
Loans receivable 631,573 548,094
Premises and equipment 1,737,984 1,777,911
Stock in Federal Home Loan Bank (FHLB) of Des Moines, at cost 2,165,000 2,015,000
Deferred income taxes 411,948 816,000
Prepaid expenses and other assets 367,425 347,403
----------------------- --------------------
Total assets $ 141,315,411 $ 138,484,311
======================= ====================
Liabilities and Stockholders' Equity
Liabilities:
Deposits $ 86,414,790 $ 86,565,365
Advances from borrowers for property taxes and insurance 204,374 359,670
Advances from FHLB 40,000,000 38,300,000
Accrued interest payable 55,474 40,935
Current income taxes payable (15,490) 73,601
Accrued expenses and other liabilities 968,216 718,463
----------------------- --------------------
Total liabilities 127,627,364 126,058,034
----------------------- --------------------
Stockholders' equity:
Serial preferred stock, $.01 par value;
500,000 shares authorized, none issued or outstanding - -
Common stock, $.01 par value; 3,500,000 shares authorized,
1,058,000 shares issued 10,580 10,580
Additional paid in capital 10,372,301 10,319,573
Retained earnings 9,139,102 8,813,865
Accumulated other comprehensive loss (745,292) (1,477,663)
Unearned employee benefits (277,889) (429,323)
Treasury stock, 326,547 shares at cost (4,810,755) (4,810,755)
----------------------- --------------------
Total stockholders' equity 13,688,047 12,426,277
----------------------- --------------------
Total liabilities and stockholders' equity $ 141,315,411 $ 138,484,311
======================= ====================
See accompanying notes to unaudited consolidated financial statements.
1
Hardin Bancorp, Inc. and Subsidiaries
Consolidated Statements of Earnings
(Unaudited)
Three months ended Nine months ended
December 31, December 31,
-------------------------------------- ------------------------------------
2000 1999 2000 1999
---- ---- ---- ----
Interest income:
Loans receivable $ 1,736,350 $ 1,553,225 $ 5,075,543 $ 4,466,300
Mortgage-backed securities 177,290 173,909 564,831 506,493
Investment securities 651,931 665,967 1,969,085 2,008,297
Other 72,851 57,135 211,949 179,933
---------------- ----------------- ---------------- ----------------
Total interest income 2,638,422 2,450,236 7,821,408 7,161,023
---------------- ----------------- ---------------- ----------------
Interest expense:
Deposits 1,048,356 939,397 3,024,088 2,824,791
FHLB advances 653,557 488,864 1,901,449 1,448,085
---------------- ----------------- ---------------- ----------------
Total interest expense 1,701,913 1,428,261 4,925,537 4,272,876
---------------- ----------------- ---------------- ----------------
Net interest income 936,509 1,021,975 2,895,871 2,888,147
Provision for loan losses 19,122 - 50,954 1,297
---------------- ----------------- ---------------- ----------------
Net interest income after provision
for loan losses 917,387 1,021,975 2,844,917 2,886,850
---------------- ----------------- ---------------- ----------------
Non-interest income:
Service charges 171,242 155,170 526,849 441,389
Loan servicing fees 7,338 6,849 21,120 22,502
Gain on sale of loans 19,429 - 24,269 9,331
Gain on sale of real estate owned - - 9,313 -
(Loss)/gain on sale of investments
and mortgage-backed securities (55,700) - (55,700) 7,164
Other 47,904 65,485 120,013 197,607
---------------- ----------------- ---------------- ----------------
Total non-interest income 190,213 227,504 645,864 677,993
---------------- ----------------- ---------------- ----------------
Non-interest expense:
Compensation and benefits 405,047 376,393 1,137,856 1,085,855
Occupancy and equipment 65,686 63,287 195,374 196,445
Federal insurance premiums 4,284 12,622 13,192 36,604
Data processing 62,252 52,121 184,605 152,436
Real estate owned - 1,580 - 2,706
Other 324,517 211,619 757,424 646,487
---------------- ----------------- ---------------- ----------------
Total non-interest expense 861,786 717,622 2,288,451 2,120,533
---------------- ----------------- ---------------- ----------------
Earnings before income taxes 245,814 531,857 1,202,330 1,444,310
Income tax expense 93,929 181,203 434,854 488,113
---------------- ----------------- ---------------- ----------------
Net earnings $ 151,885 $ 350,654 $ 767,476 $ 956,197
---------------- ----------------- ---------------- ----------------
Net earnings per share:
Basic $ 0.22 $ 0.51 $ 1.09 $ 1.39
---------------- ----------------- ---------------- ----------------
Diluted 0.20 0.49 1.05 1.34
---------------- ----------------- ---------------- ----------------
See accompanying notes to unaudited consolidated financial statements.
2
Hardin Bancorp, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
For the Months Ended December 31, 2000
(Unaudited)
Common Paid-in Retained Comprehensive Employee
Stock Capital Earnings Loss Benefits
------------- -------------- -------------- ------------- -----------------
Balance at March 31, 2000 $ 10,580 10,319,573 8,813,865 (1,477,663) (429,323)
Comprehensive income:
Net earnings - - 767,476 - -
Change in net unrealized loss on securities
available for sale, net of tax - - - 732,371 -
------------- -------------- -------------- ------------- -----------------
Total comprehensive income (loss) - - 767,476 732,371 -
------------- -------------- -------------- ------------- -----------------
Allocation of ESOP shares - 52,728 - - 80,730
Amortization of recognition and retention plan - - - - 70,704
Dividends declared ($.20 per share) - - (442,239) - -
------------- -------------- -------------- ------------- -----------------
Balance at December 31, 2000 $ 10,580 $ 10,372,301 $ 9,139,102 $ (745,292) $ (277,889)
============= ============== ============== ============= =================
Treasury Shareholders'
Stock Equity
---------------- --------------
Balance at March 31, 2000 (4,810,755) 12,426,277
Comprehensive income:
Net earnings - 767,476
Change in net unrealized loss on securities
available for sale, net of tax - 732,371
---------------- --------------
Total comprehensive income (loss) - 1,499,847
---------------- --------------
Allocation of ESOP shares - 133,458
Amortization of recognition and retention plan - 70,704
Dividends declared ($.20 per share) - (442,239)
---------------- --------------
Balance at December 31, 2000 $ (4,810,755) $13,688,047
================ ==============
See accompanying notes to unaudited consolidated financial statements.
3
Hardin Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Nine Months Ended December 31, 2000 and 1999
(Unaudited)
2000 1999
--------------- ---------------
Operating Activities:
Net earnings $ 767,476 956,197
Adjustments to reconcile net earnings
to net cash provided by operating activities:
Provision for losses on loans 50,954 1,297
Depreciation 100,459 105,497
Premium accretion and amortization
of discounts and deferred loan fees, net 62,804 42,969
Net loss/(gain) on sale of loans and securities, net 31,431 (16,495)
Proceeds from sales of loans (1,102,864) 674,218
Allocation of ESOP shares 133,458 142,107
Amortization of deferred recognition
and retention plan 70,704 73,269
Changes in asset and liabilities:
Interest receivable (179,618) (17,000)
Other assets (26,928) 51,834
Accrued interest payable 14,539 2,896
Accrued expense and other liabilities 246,386 17,431
Income taxes payable (89,091) (1,886)
--------------- ---------------
Net cash provided by operating activities 79,710 2,032,334
--------------- ---------------
Investing Activities:
Net increase in loans receivable (4,084,497) (6,591,703)
Principal payments on available-for-sale
mortgage-backed & related securities 1,763,229 5,870,049
Proceeds from sales of available-for-sale
mortgage-backed securities 5,419,467 363,166
Purchase of available-for-sale investment securities (1,810,904)
Purchase of loans serviced by other institutions (741,388) (328,406)
Proceeds from maturities of available-for-sale
investment securities - 340,000
Proceeds from sales of available-for-sale
investment securities - 1,005,400
Proceeds from sales of other repossessed assets 6,906 -
Purchase of stock in FHLB of Des Moines (150,000) (15,000)
Purchase of office premises and equipment (60,532) (91,008)
--------------- ---------------
Net cash provided by (used in) investing activities $ 2,153,185 (1,258,406)
--------------- ---------------
4
Hardin Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Nine Months Ended December 31, 2000 and 1999
(Unaudited)
2000 1999
--------------- ---------------
Financing Activities:
Net (decrease) increase in savings deposits $ (150,575) 2,040,951
Net decrease in advances from borrowers
for taxes and insurance (155,296) (99,022)
Proceeds from FHLB advances 102,300,000 26,800,000
Repayments of FHLB advances (100,600,000) (30,500,000)
Payment of dividends (438,872) (426,157)
Purchase of treasury stock (29,000)
--------------- ---------------
Net cash provided by (used in) financing activities 955,257 (2,213,228)
--------------- ---------------
Increase/(Decrease) in cash and cash equivalents 3,188,152 (1,439,300)
Cash and equivalents at beginning of period 4,750,242 4,994,692
--------------- ---------------
Cash and equivalents at end of period $ 7,938,394 3,555,392
=============== ===============
Supplemental disclosure of cash flow information:
Cash paid for:
Interest $ 4,910,998 4,269,980
Income taxes, net of refunds $ 523,945 489,999
Non-cash investing and financing:
Dividends declared and payable $ 149,698 146,951
Loan transferred to real estate owned $ - 93,051
See accompanying notes to unaudited consolidated financial statements.
5
HARDIN BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
(1) Basis of Presentation
The accompanying unaudited consolidated financial statements of Hardin
Bancorp, Inc. and subsidiaries have been prepared in accordance with
instructions for Form 10-QSB. To the extent that information and
footnotes required by generally accepted accounting principles for
complete financial statements are contained in the audited financial
statements included in the Company's Annual Report for the year ended
March 31, 2000, such information and footnotes have not been duplicated
herein. In the opinion of management, all adjustments, consisting only
of normal recurring accruals, which are necessary for the fair
presentation of the interim financial statements have been included.
The statement of earnings for the three and nine-month periods ended
December 31, 2000 are not necessarily indicative of the results, which
may be expected for the entire year. The March 31, 2000 consolidated
balance sheet has been derived from the audited consolidated financial
statements as of that date.
(2) Earnings Per Share
Basic earnings per share excludes dilution and is computed by dividing
income available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted earnings per
share includes the effect of potential dilutive common shares (stock
options) outstanding during the period.
The shares used in the calculation of basic and diluted earnings per
share are shown below:
For the three months ended For the nine months ended
December 31, December 31,
2000 1999 2000 1999
----------------------------- -----------------------------
Basic weighted average shares 702,491 689,516 702,493 690,093
Common stock equivalents/stock options 41,934 22,024 27,574 24,399
----------------------------- -----------------------------
Diluted weighted average shares 744,425 711,540 730,067 714,492
============================= =============================
(3) Pending Transaction
On October 25, 2000, the Company entered into an Agreement and Plan of
Merger (the "Agreement") with Dickinson Financial Corporation, pursuant
to which Dickinson Financial will pay $21.75 per share in cash for the
outstanding shares of the Company. The acquisition is subject to the
satisfaction of certain conditions, including approval by the Company's
shareholders and the receipt of all required regulatory approvals. The
Company's shareholders approved the Agreement at a special meeting of
shareholders held on February 2, 2001.
6
HARDIN BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
Hardin Bancorp, Inc. (the "Company") was incorporated under the laws of the
state of Delaware to become a savings bank holding company with Hardin Federal
Savings Bank (the "Bank") of Hardin, Missouri, as its subsidiary. The holding
company was incorporated at the direction of the Board of Directors of the Bank,
and on September 28, 1995, acquired all of the capital stock of the Bank upon
its conversion from mutual to stock form (the "conversion"). Prior to the
conversion, the holding company did not engage in any material operations.
Hardin Federal Savings Bank was originally founded in 1888 as a Missouri
chartered savings and loan association located in Hardin, Missouri. On March 21,
1995, the Bank's members voted to convert the Bank to a Federal mutual charter.
The Bank conducts its business through its main office in Hardin, Ray County,
and two full service branch offices located in Richmond, Ray County, and
Excelsior Springs, Clay County, Missouri. Deposits are insured by the Federal
Deposit Insurance Corporation (the "FDIC") to the maximum allowable.
The Bank is principally engaged in the business of attracting retail savings
deposits from the general public and investing those funds in first mortgage
loans on owner occupied, single-family residential loans, commercial real estate
loans, mortgage-backed securities, U.S. Government and agency securities, and
insured interest bearing deposits. The Bank also originates consumer loans for
the purchase of automobiles, home improvement, and home equity lines of credit.
The most significant outside factors influencing the operations of the Bank and
other financial institutions include general economic conditions, competition in
the local market place and the related monetary and fiscal policies of agencies
that regulate financial institutions. More specifically, the cost of funds
primarily consisting of insured deposits is influenced by interest rates on
competing investments and general market rates of interest, while lending
activities are influenced by the demand for real estate financing and other
types of loans, which in turn is affected by the interest rates at which such
loans may be offered and other factors affecting loan demand and funds
availability.
The deposits of the Bank are insured by the Savings Association Insurance Fund
(the "SAIF"), which together with the Bank Insurance Fund (the "BIF"), are the
two insurance funds administered by the FDIC.
FINANCIAL CONDITION
Consolidated assets of Hardin Bancorp, Inc. were $141,315,411 as of December 31,
2000, as compared to $138,484,311, on March 31, 2000, an increase of $2,831,100.
The increase was primarily due to an increase in loans receivable, net, and an
increase in interest bearing deposits, partially offset by a decrease in
mortgage-backed securities.
Loans receivable, net, increased to $83,201,766 on December 31, 2000 from
$78,059,195 on March 31, 2000, an increase of $5,142,571. Mortgage-backed
securities decreased $6,078,377 to $5,727,322 on December 31, 2000 from
$11,805,699 on March 31, 2000.
Cash, interest bearing deposits and investment securities increased $3,861,245
from $42,543,465 on March 31, 2000, to $46,404,710 on December 31, 2000. The
increase was primarily due to the deployment of proceeds from the sale of
mortgage-backed securities.
Deposits totaled $86,414,790 on December 31, 2000, a decrease of $150,575 from
$86,565,365 on March 31, 2000.
FHLB advances increased $1,700,000 to $40,000,000 on December 31, 2000, compared
to $38,300,000 on March 31, 2000. The increase offset the outflow of deposits
and was utilized to fund loan growth.
Stockholders' equity was $13,688,047 on December 31, 2000, compared to
$12,426,277 on March 31, 2000. The increase in stockholders' equity was
primarily the result of a decrease in unrealized loss on investment securities,
the Company's net earnings during the nine months ended December 31, 2000, and a
decrease in unearned employee benefits.
7
RESULTS OF OPERATIONS
Net earnings for the Company's quarter ended December 31, 2000 were $151,885
compared to $350,654 for the comparable quarter in 1999. The decrease in
earnings was primarily due to a reduction in net interest income after provision
for loan losses and an increase in total non-interest expense.
Basic earnings per share for the quarter ended December 31, 2000 were $0.22
while diluted earnings per share were $0.20. Basic earnings per share for the
quarter ended December 31, 2000 were calculated based on 702,491 average shares
outstanding and diluted earnings per share were calculated based on 744,425
average shares outstanding. Basic earnings per share for the comparable quarter
ended December 31, 1999 were $0.51 while diluted earnings per share were $0.49.
Basic earnings per share for the quarter ended December 31, 1999 were calculated
based on 689,516 average shares outstanding and diluted earnings per share were
calculated based on 711,540 average shares outstanding.
Net interest income after provision for loan losses was $917,387 for the quarter
ended December 31, 2000 compared to $1,021,975 for the quarter ended December
31, 1999, a decrease of $104,588. This decrease was partially attributable to an
increase in the provision for loan losses from $0 in the 1999 period to $19,122
in the 2000 period. Total interest income increased $188,186 from $2,450,236 in
1999 to $2,638,422 in 2000 and total interest expense increased $273,652 from
$1,428,261 in 1999 to $1,701,913 in 2000. The increase in total interest income
was due to an increase in the average yield on interest earning assets while the
increase in total interest expense was primarily a result of an increase in the
average cost of FHLB advances.
Total non-interest income decreased from $227,504 for the quarter ended December
31, 1999 to $190,213 for the quarter ended December 31, 2000. The decrease was
due to decreases in other non-interest income and recognized losses on sale of
investments and mortgage-backed securities.
The Company's total non-interest expense for the three months ended December 31,
2000 was $861,786 compared to $717,622 for the comparable quarter in 1999. The
increase was primarily due to increases in compensation and benefits expense,
data processing expense and other non-interest expense, partially offset by
reductions in FDIC insurance premiums.
Net earnings for the nine months ended December 31, 2000, were $767,476 compared
to $956,197 for the nine months ended December 31, 1999, a decrease of $188,721.
The decrease was primarily due to decreases in net interest income and
non-interest income, partially offset, by increases in the provision for loan
losses and total non-interest expense and a decrease in other non-interest
income.
Basic earnings per share for the nine months ended December 31, 2000 were $1.09
while diluted earnings per share were $1.05. Basic earnings per share for the
nine months ended December 31, 2000 were calculated based on 702,493 average
shares outstanding and diluted earnings per share were calculated based on
730,067 average shares outstanding. Basic earnings per share for the nine months
ended December 31, 1999 were $1.39 while diluted earnings per share were $1.34.
Basic earnings per share for the nine months ended December 31, 1999 were
calculated based on 690,093 average shares outstanding and diluted earnings per
share were calculated based on 714,492 average shares outstanding.
Net interest income after provision for loan losses for the nine month period
ended December 31, 2000 was $2,844,917 compared to $2,886,850 for the nine month
period ended December 31, 1999, an decrease of $41,933. The decrease was due to
a decrease in the Bank's net interest margin.
Non-interest income for the nine months ended December 31, 2000, was $645,864
compared to $677,993 for the nine months ended December 31, 1999, a decrease of
$32,129. The decrease was due to a decrease in other non-interest income, and
recognized losses on sales of investments and mortgage-backed securities
partially offset by increases in service charges and gains on sales of loans.
The Company's non-interest expense for the nine months ended December 31, 2000
was $2,288,451, compared to $2,120,533 for the nine months ended December 31,
1999, an increase of $167,918. The increase was due to an increase in
compensation and benefits, data processing expense and other non-interest
expense, partially offset by decreases in occupancy and equipment expense and
Federal insurance premiums.
8
PROVISION FOR LOAN LOSSES
For the nine months ended December 31, 2000, the Company, in accordance with its
classification of assets policy, recorded $50,954 in provision for loan losses.
The Company's loan portfolio consists primarily of one to four family loans, and
has experienced minimal charge-offs in the past two years.
At December 31, 2000, the Bank's allowance for loan losses was $336,292, or 186%
of non-performing assets compared to $304,422, or 128% at March 31, 2000. The
allowance for loan losses was .40% of total loans at December 31, 2000 and .39%
at March 31, 2000.
At December 31, 2000, non-performing assets were $181,060 compared to $237,000
at March 31, 2000. Loans are considered non-performing when the collection of
principal and/or interest is not probable, or in the event payments are more
than 90 days delinquent.
Management will continue to monitor its allowance for loan losses and make
additions to the allowance through the provision for loan losses as economic
conditions dictate. Although the Company maintains its allowance for loan losses
at a level considered to be adequate, there can be no assurance that future
losses will not exceed estimated amounts or that additional provisions for loan
losses will not be required in the future.
CAPITAL RESOURCES
The Bank is subject to three capital to asset requirements in accordance with
Office of Thrift Supervision (the "OTS") regulations. The following table is a
summary of the Bank's regulatory capital requirements versus actual capital at
December 31, 2000.
Actual Required Excess
Amount/Percent Amount/Percent Amount/Percent
-------------- -------------- --------------
(Dollars in Thousands)
Tangible Capital $14,561/10.24% $2,133/ 1.50% $12,428/ 8.74%
Core Leverage Capital $14,561/10.24% $5,688/ 4.00% $8,873/ 6.24%
Risk-based Capital $14,904/22.01% $5,416/ 8.00% $9,488/14.01%
LIQUIDITY
The Bank's principal sources of funds are deposits, principal and interest
payments on loans, deposits in other insured institutions, and investment
securities. While scheduled loan repayments and maturing investments are
relatively predictable, deposit flows and early loan payments are more
influenced by interest rates, general economic conditions and competition.
Additional sources of funds may be obtained from the FHLB by utilizing numerous
available products to meet funding needs.
The Bank is required to maintain minimum levels of liquid assets as defined by
regulations. The required percentage is currently four percent of net
withdrawable savings deposits and borrowings payable on demand or in one year or
less. The Bank has maintained its liquidity ratio at levels exceeding the
minimum requirement. The eligible liquidity ratio at December 31, 2000 was
33.43%.
In light of the competition for deposits, the Bank may utilize the funding
sources of the FHLB to meet loan demand in accordance with the Bank's growth
plans. The wholesale funding sources may allow the Bank to obtain a lower cost
of funding and create a more efficient liability match to the respective assets
being funded.
For purposes of the cash flows, all short-term investments with a maturity of
three months or less at the date of purchase are considered cash equivalents.
Cash and cash equivalents for the periods ended December 31, 2000 and 1999 were
$7,938,394 and $3,555,392, respectively. The increase was primarily due to an
increase in net cash provided by investing activities.
9
FORWARD LOOKING STATEMENT
This Quarterly Report on Form 10-QSB may contain certain forward-looking
statements consisting of estimates with respect to the financial condition,
results of operations and business of the Company that are subject to various
factors which could cause actual results to differ materially from these
estimates. These factors include, but are not limited to, general economic
conditions, changes in interest rates, deposit flows, loan demand, real estate
values and competition; changes in accounting principles, policies or
guidelines; changes in legislation or regulation; and other economic,
competitive, governmental, regulatory and technological factors affecting the
Company's operations, pricing, products and services.
10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
On December 21, 2000 the Board of Directors declared a $.20 per
share cash dividend to all stockholders of record on January 5,
2001, payable on January 19, 2001.
On October 25, 2000, the Company entered into an Agreement and Plan
of Merger (the "Agreement") with Dickinson Financial Corporation,
pursuant to which Dickinson Financial will pay $21.75 per share in
cash for the outstanding shares of the Company. The acquisition is
subject to the satisfaction of certain conditions, including
approval by the Company's shareholders' and the receipt of all
required regulatory approvals.
On February 2, 2001, the Company's shareholders approved the
Agreement at a special meeting of shareholders.
Item 6. Exhibits and Reports on Form 8-K
Reports on Form 8-K:
On November 8, 2000, the Company filed a Current Report on Form 8-K
to report, persuant to Item 5 of said report, the execution of the
Agreement.
11
SIGNATURES
Pursuant to the requirement 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.
HARDIN BANCORP, INC.
Registrant
Date: February 14, 2001 /s/ Robert W. King
----------------- -------------------------------------
Robert W. King, President and Chief
Executive Officer (Duly Authorized
Officer)
Date: February 14, 2001 /s/ Karen K. Blankenship
----------------- -------------------------------------
Karen K. Blankenship, Senior Vice
President and Secretary (Principal
Accounting Officer)