SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 5, 1997
HMN FINANCIAL, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 0-24100 41-1777397
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) Number)
101 NORTH BROADWAY, SPRING VALLEY, MINNESOTA 55975
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (507) 346-7345
N/A
_________________________________________________________________
(Former name or former address, if changed since last report)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 5, 1997, HMN Financial, Inc. ("HMN"), through
its wholly owned subsidiary, Home Federal Savings Bank
("HFSB") completed its merger with Marshalltown Financial
Corporation ("MFC") pursuant to an Agreement and Plan of
Merger (the "Merger"), previously filed with HMN's Current
Report on Form 8-K dated July 1, 1997 (No. 0-22943). The
aggregate consideration for the Merger is $24.8 million,
consisting of $23.7 million for 1.35 million outstanding
shares of MFC stock, or $17.51 per share, and $1.1 million
for the outstanding MFC options. HMN owned 60,000 shares of
MFC stock which were cancelled upon the completion of the
Merger. The Merger will be accounted for as a purchase
transaction.
The transaction is being funded through a combination of
existing liquid assets, the sale of securities, and short-term borrowings
from the Federal Home Loan Bank of Des Moines.
Register and Transfer Co., 10 Commerce Drive, Cranford, New
Jersey, 07016 is the exchange agent in connection with the
exchange of MFC shares for cash. Any questions should be
directed to Register and Transfer Co. telephone 1-800-368-5948.
Certain additional information regarding the Merger is
contained in the press releases (the "Press Releases") dated
July 1, 1997, November 7, 1997 and November 19, 1997. The
Press Releases are attached as exhibits and are incorporated
herein by reference.
Item 5. OTHER EVENTS
On November 7, 1997 the Registrant issued the attached press
release announcing Marshalltown Shareholders' Approval to
Merge. This press release is attached as Exhibit 99.2.
On November 19, 1997 the Registrant issued the attached
press release announcing Approval by the Office of Thrift
Supervision of the Merger. This press release is attached
as Exhibit 99.3.
On December 8, 1997 the Registrant issued the attached press
release announcing the completion of merger with
Marshalltown Financial Corporation. This press release is
attached as Exhibit 99.4.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a)(b) Financial Statements of the Business Acquired and
Pro Forma Financial Information. The financial
statements of MFC and the pro forma financial
information required by this item will be filed
supplementally by an amendment to this report on
or before February 13, 1998.
(c) Exhibits
99.1 Press release dated July 1, 1997. Previously filed
July 10, 1997 on form 8-K.
99.2 Press release dated November 7, 1997.
99.3 Press release dated November 19, 1997.
99.4 Press release dated December 8, 1997.
SIGNATURES
Pursuant to the requirements 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.
HMN FINANCIAL, INC.
Date: December 10, 1997 By:/s/ Roger P. Weise
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Roger P. Weise, Chairman
and Chief Executive Officer