UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
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 7. FINANCIAL STATEMENTS AND EXHIBITS
On December 5, 1997 HMN Financial, Inc. ("HMN"), through its wholly owned
subsidiary, Home Federal Savings Bank ("HFSB") completed "the Merger" with
Marshalltown Financial Corporation ("MFC") pursuant to an Agreement and Plan of
Merger (the "Merger Agreement"), previously filed with HMN's Current Report on
Form 8-K dated July 1, 1997 (File No. 0-24100). This Form 8-K/A includes as
Exhibits certain financial information required under Item 7 which was not
contained in the previously filed Form 8-K dated December 5, 1997 (File No. 0-
24100).
(a) Financial Statements of Business Acquired.
Financial statements for Marshalltown Financial Corporation as of and
for the year ended September 30, 1997 are attached hereto as Exhibit
99.1 and are incorporated herein by reference.
(b) UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
On December 5, 1997 HMN, through its wholly owned subsidiary, HFSB,
completed its merger with MFC pursuant to the Merger Agreement. The
aggregate consideration per the Merger was $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 utilizing
the purchase method of accounting.
The transaction was funded through a combination of the sale of
securities, and short-term borrowings from the Federal Home Loan Bank
of Des Moines ("FHLB"). Additional information regarding the Merger
is included in HMN's Current Report on Form 8-K dated December 5,
1997 (File No. 0-24100).
The following Unaudited Pro Forma Combined Financial Information
reflects the Merger. The Unaudited Proforma Combined Consolidated
Balance Sheet as of September 30, 1997 combines the historical
consolidated balance sheets of HMN and MFC as if the Merger had been
effective on September 30, 1997, after giving effect to certain pro
forma adjustments described in the accompanying notes.
The following Unaudited Pro Forma Combined Consolidated Statements of
Income for the year ended December 31, 1996 and for the nine months
ended September 30, 1997 and 1996 are presented as if the Merger had
been effective at the beginning of each period presented, after
giving effect to certain pro forma adjustments described in the
accompanying notes.
The Unaudited Pro Forma Combined Financial Information and notes
thereto reflect the application of the purchase method of accounting
for the Merger. Under this method, the assets acquired and
liabilities assumed from MFC and its sub-sidiaries are recorded at
their fair market values on the
date of the Merger. The amount of the purchase price in excess of
the fair market value of the tangible and identifiable intangible
assets acquired less the fair market value of the liabilities assumed
is recorded as goodwill. Certain historical information of the
consolidated MFC has been reclassified to conform to HMN's financial
statement presentation.
The Unaudited Pro Forma Combined Financial Information (the
"Information") included in Exhibit 99.2 is incorporated herein by
reference. The Information is not necessarily indicative of the
consolidated financial position or results of future operations of
the combined entity or the actual results that would have been
achieved had the Merger of MFC been consummated prior to the periods
indicated. The Unaudited Pro Forma Financial Information should be
read in conjunction with and are qualified in their entirety by the
separate historical consolidated financial statements and notes
thereto of HMN's (i) Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 0-24100) and (ii) Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997 (File No. 0-
24100), and of MFC and its subsidiaries, which are included in Item
7(a) of this Current Report on Form 8-K/A.
(c) EXHIBITS
23 Consent of McGladrey & Pullen LLP dated February 11,
1998
99.1 Financial statements for Marshalltown Financial Corporation as
of and for the year ended September 30, 1997.
99.2 Unaudited pro forma combined financial information consisting
of:
Unaudited Pro Forma Combined Consolidated Balance Sheet as of
September 30, 1997 and related notes
Unaudited Pro Forma Combined Consolidated Statements of Income
for the nine months ended September 30, 1997
Unaudited Pro Forma Combined Consolidated Statements of Income
for the nine months ended September 30, 1996
Unaudited Pro Forma Combined Consolidated Statements of Income
for the twelve months ended December 31, 1996 for HMN, and for
the twelve months ended September 30, 1996 for MFC
and the related notes to the above mentioned Statements of
Income.
CAUTIONARY STATEMENT FOR PURPOSES OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995
This Current Report and other written and oral statements made by or on
behalf of HMN contain, or may contain, certain "forward-looking statements,"
including statements concerning plans, objectives and future events or
performance, and other statements which are other than statements of historical
fact. Factors that may cause actual results to differ materially from those
contemplated by such forward-looking statements include, but are not limited
to, the following: (i) failure to fully realize or to realize within the
expected time frame expected cost savings from the Merger; (ii) lower than
expected income or revenues following the Merger, or higher than expected
operating costs; (iii) a significant increase in competitive pressure in the
banking and financial services industry; (iv) business disruption related to
the Merger; (v) greater than expected costs or difficulties related to the
integration of the MFC employees into HMN; (vi) litigation costs and delays
caused by litigation; (vii) higher than anticipated costs in completing the
Merger; (viii) unanticipated regulatory constraints arising from the Merger;
(ix) reduction in interest margins due to changes in the interest rate
environment; (x) poorer than expected general economic conditions, including
acquisition and growth opportunities, in the states which HMN does business;
(xi) legislation or regulatory changes which adversely affect the businesses in
which HMN is engaged; and (xii) other unanticipated occurrences which increase
the costs related to the Merger or decrease the expected financial benefits of
the Merger.
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: February 11, 1998 By: /s/ Roger P. Weise
----------------------
Roger P. Weise, Chairman
and Chief Executive Officer