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HCB BANCSHARES, INC.
PROPOSED HOLDING COMPANY FOR
HEARTLAND COMMUNITY BANK
CAMDEN, ARKANSAS
PROPOSED MARKETING MATERIALS
12-23-96
[DRAFT]
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Marketing Materials
HCB Bancshares, Inc.
Camden, Arkansas
Table of Contents
I. Press Releases
A. Explanation
B. Schedule
C. Distribution List
D. Press Release Examples
II. Advertisements
A. Explanation
B. Schedule
C. Advertisement Examples
III. Question and Answer Brochure
A. Explanation
B. Method of Distribution
C. Example
IV. IRA Mailing
A. Explanation
B. Quantity
C. IRA Mailing Example
V. Individual Letters
A. Explanation
B. Method of Distribution
C. Examples
VI. Counter Cards and Lobby Posters
A. Explanation
B. Quantity
VII. Proxy Reminder
A. Explanation
B. Example
VIII. Cover Letters
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I. Press Releases
A. Explanation
In an effort to assure that all customers receive prompt accurate
information in a simultaneous manner, Trident advises the Bank to
forward press releases to area newspapers, radio stations, etc. at
various points during the conversion process.
Only press releases approved by Conversion Counsel and the OTS will be
forwarded for publication in any manner.
B. Schedule
1. OTS Approval of Conversion
2. Close of Stock Offering
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C. Distribution List
National Distribution List
National Thrift News Wall Street Journal
212 West 35th Street World Financial Center
13th Floor 200 Liberty
New York, New York 10001 New York, NY 10004
Richard Chang
American Banker SNL Securities
One State Street Plaza Post Office Box 2124
New York, New York 10004 Charlottesville, Virginia 22902
Michael Weinstein
Barrons Investors Business Daily
Dow Jones & Company 12655 Beatrice Street
Barrons Statistical Information Post Office Box 661750
200 Burnett Road Los Angeles, California 90066
Chicopee, Massachusetts 01020
New York Times
229 West 43rd Street
New York, NY 10036
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Local Media List
(To be provided)
Newspaper
Radio
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D. Press Release Examples
PRESS RELEASE FOR IMMEDIATE RELEASE
For More Information Contact:
Vida H. Lampkin
(501) 836-6841
HEARTLAND COMMUNITY BANK
CONVERSION TO STOCK FORM APPROVED
Camden, Arkansas (__________ __, 1997) - Vida H. Lampkin, President of
Heartland Community Bank ("Heartland Community Bank" or the "Bank"), Camden,
Arkansas, announced that Heartland Community Bank has received approval from the
Office of Thrift Supervision to convert from a federally-chartered mutual
savings bank to a federally-chartered stock savings bank. In connection with the
Conversion, Heartland Community Bank has formed a holding company, HCB
Bancshares, Inc., to hold all of the outstanding capital stock of Heartland
Community Bank.
HCB Bancshares, Inc. is offering up to 2,300,000 shares of its common
stock, subject to adjustment, at a price of $10.00 per share. Certain account
holders and borrowers of the Bank and its subsidiary, the former Heritage Bank,
FSB (the ASubsidiary@) will have an opportunity to subscribe for stock through a
Subscription Offering that closes on ___________, 1997. Shares that are not
subscribed for during the Subscription Offering may be offered subsequently to
the general public in a Community Offering, with first preference given to
natural persons and trusts of natural persons residing in Ouachita, Calhoun,
Drew, Dallas, Cleveland, Grant and Pulaski Counties, Arkansas. The Subscription
Offering and Community Offering, if conducted, will be managed by Trident
Securities, Inc. of Raleigh, North Carolina. Copies of the Prospectus relating
to the offerings and describing the Plan of Conversion will be mailed to
customers on or about __________ __, 1997.
As a result of the Conversion, Heartland Community Bank will be
structured in the stock
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form as are all commercial banks and an increasing number of savings
institutions and will be a wholly-owned subsidiary of HCB Bancshares, Inc.
According to Ms. Lampkin, "Our day to day operations will not change as a result
of the Conversion and deposits will continue to be insured by the FDIC up to the
applicable legal limits."
Customers with questions concerning the stock offering should call
Heartland Community Bank's Stock Information Center at (501) ________, or visit
one of Heartland Community Bank's offices.
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PRESS RELEASE FOR IMMEDIATE RELEASE
For More Information Contact:
Vida H. Lampkin or
Cameron McKeel
(501) 836-6841
HEARTLAND COMMUNITY BANK COMPLETES INITIAL STOCK OFFERING
Camden, Arkansas - (____________, 1997) Vida H. Lampkin, President of
Heartland Community Bank ("Heartland Community Bank" or the "Bank"), announced
today that HCB Bancshares, Inc., the proposed holding company for Heartland
Community Bank, has completed its initial stock offering in connection with the
Bank's conversion from mutual to stock form. A total of ____________ shares were
sold at the price of $10.00 per share.
On ____________, 1997, Heartland Community Bank's Plan of Conversion
was approved by the Bank's voting members at a special meeting of members.
Ms. Lampkin said that the officers and boards of directors of HCB
Bancshares, Inc. and Heartland Community Bank wished to express their thanks for
the response to the stock offering and that Heartland Community Bank looks
forward to serving the needs of its customers and new stockholders as a
community-based stock institution. The stock is anticipated to commence trading
on ____________, 1997 on the Nasdaq National Market System under the symbol
"____". Trident Securities, Inc. of Raleigh, North Carolina managed the stock
offering.
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II. Advertisements
A. Explanation
The intended use of the attached advertisement "A" is to notify
Heartland Community Bank's customers and members of the local community
that the conversion offering is underway.
The intended use of advertisement "B" is to remind Heartland Community
Bank's customers of the closing date of the Subscription Offering.
B. Media Schedule
1. Advertisement A - To be run immediately following OTS approval
and possibly run weekly for the first three weeks.
2. Advertisement B - To be run during the last week of the
subscription offering.
Trident may feel it is necessary to run more ads in order to remind
customers of the close of the Subscription Offering and the Community
Offering, if conducted.
Alternatively, Trident may, depending upon the response from the
customer base, choose to run fewer ads or no ads at all.
These ads will run in the local newspapers.
The ad size will be as shown or smaller.
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- --------------------------------------------------------------------------------
This announcement is neither an offer to sell nor a solicitation of an offer
to buy these securities. The offer is made only by the prospectus. These
shares have not been approved or disapproved by the Securities and
Exchange Commission, the Office of Thrift Supervision or the Federal Deposit
Insurance Corporation, nor has such commission, office or corporation passed
upon the accuracy or adequacy of the prospectus. Any representation to
the contrary is unlawful.
New Issue __________ __, 1997
2,300,000 Shares
These shares are being offered pursuant
to a Plan of Conversion whereby
Heartland Community Bank
Camden, Arkansas, will
convert from a federal mutual savings bank to a
federal capital stock savings bank
and become a wholly owned subsidiary of
HCB Bancshares, Inc.
Common Stock
---------------
Price $10.00 Per Share
---------------
Trident Securities, Inc.
For a copy of the prospectus call
(501) ________.
Copies of the prospectus may be obtained in any State in which this announcement
is circulated from Trident Securities, Inc. or such other brokers and dealers
as may legally offer these securities in such state.
The stock will not be insured by the FDIC or any other
government agency.
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Advertisement (B)
HEARTLAND COMMUNITY BANK
__________ __, 1997 IS THE DEADLINE TO
ORDER STOCK OF HCB BANCSHARES, INC.
Customers of Heartland Community Bank
have the opportunity
to invest in Heartland Community Bank
by subscribing
for common stock in its proposed holding company
HCB BANCSHARES, INC.
A Prospectus relating to these securities is
available at our office or by calling our
Stock Information Center at (501) ________.
This announcement is neither an offer to sell nor a
solicitation of an offer to buy the stock of
HCB Bancshares, Inc. The offer is made only by the
Prospectus. The shares of common stock are not
deposits or savings accounts and will not be insured
by the Federal Deposit Insurance Corporation
or any other government agency.
Copies of the Prospectus may be obtained in any State in which this announcement
is circulated from Trident Securities, Inc. or such other brokers and dealers
as may legally offer these securities in such state.
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III. Question and Answer Brochure
A. Explanation
The Question and Answer brochure is an essential marketing piece in any
conversion. It serves two purposes: a) to answer some of the most
commonly asked questions in "plain, everyday language"; and b) to
highlight in brochure form the purchase commitments of the Bank's
officers and directors shown in the Prospectus. Although most of the
answers are taken verbatim from the Prospectus, it saves the individual
from searching for the answer to a simple question.
B. Method of Distribution
There are four primary methods of distribution of the Question and
Answer brochure. However, regardless of the method the brochures are
always accompanied by a Prospectus.
1. A Question and Answer brochure is sent out in the initial
mailing to all members of the Bank.
2. Question and Answer brochures are available in Heartland
Community Bank's offices.
3. Question and Answer brochures are sent out in a standard
information packet to all interested investors who phone the
Stock Information Center requesting information.
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PROPOSED OFFICER AND DIRECTOR PURCHASES
Shares of
Name Common Stock Amount($)
- ---- ------------ ---------
(to be completed)
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QUESTIONS AND ANSWERS
REGARDING
THE PLAN OF CONVERSION
On ____________, ____, the Board of Directors of Heartland Community Bank
("Heartland Community Bank" or the "Bank") unanimously adopted the Plan of
Conversion, pursuant to which Heartland Community Bank will convert from a
federally-chartered mutual savings bank to a federally-chartered stock savings
bank. In addition, all of Heartland Community Bank's outstanding capital stock
will be issued to the holding company, HCB Bancshares, Inc. (the "Holding
Company"), which was organized by Heartland Community Bank to own Heartland
Community Bank as a subsidiary.
This brochure is provided to answer general questions you might have about the
Conversion. Following the Conversion, Heartland Community Bank will continue to
provide financial services to its depositors, borrowers and other customers as
it has in the past and will operate with its existing management and employees.
The Conversion will not affect the terms, balances, interest rates or existing
federal insurance coverage on Heartland Community Bank's deposits or the terms
or conditions of any loans to existing borrowers under their individual contract
arrangements with Heartland Community Bank.
For complete information regarding the Conversion, see the Prospectus and the
Proxy Statement dated __________ __, 1997. Copies of each of the Prospectus and
the Proxy Statement may be obtained by calling the Stock Information Center at
(501) ________.
THIS INFORMATION DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY HCB BANCSHARES, INC. COMMON STOCK. OFFERS TO BUY OR TO SELL MAY BE
MADE ONLY BY THE PROSPECTUS. PLEASE READ THE PROSPECTUS PRIOR TO MAKING AN
INVESTMENT DECISION.
THE SHARES OF HCB BANCSHARES, INC. COMMON STOCK BEING OFFERED IN THE
SUBSCRIPTION AND COMMUNITY OFFERINGS ARE NOT SAVINGS OR DEPOSIT ACCOUNTS AND ARE
NOT INSURED BY THE SAVINGS ASSOCIATION INSURANCE FUND OF THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
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QUESTIONS AND ANSWERS
HCB BANCSHARES, INC.
(THE PROPOSED HOLDING COMPANY FOR
HEARTLAND COMMUNITY BANK)
Questions and Answers Regarding the Subscription and Community Offerings
MUTUAL TO STOCK CONVERSION
1. Q. WHAT IS A "CONVERSION"?
A. Conversion is a change in the legal form of organization.
Heartland Community Bank currently operates as a
federally-chartered mutual savings bank with no stockholders.
Through the Conversion, Heartland Community Bank will become a
federally-chartered stock savings bank, and the stock of its
holding company, HCB Bancshares, Inc. will be held primarily
by stockholders who purchase stock in the Subscription and
Community Offerings or in the open market following the
Offerings.
2. Q. WHY IS HEARTLAND COMMUNITY BANK CONVERTING?
A. Heartland Community Bank, as a mutual savings bank, does not
have stockholders and has no authority to issue capital stock.
By converting to the stock form of organization, the Bank will
be structured in the form used by commercial banks, most
business entities and a growing number of savings
institutions. The Conversion will be important to the future
growth and performance of the Bank by providing a larger
capital base from which the Bank may operate, the ability to
attract and retain qualified management through stock-based
employee benefit plans, enhanced ability to diversify into
other financial services related activities and expanded
ability to render services to the public.
The Board of Directors and management of Heartland Community
Bank believe that the stock form of organization is preferable
to the mutual form of organization for a financial
institution. The Board and management recognize the decline in
the number of mutual thrifts from over 12,500 mutual
institutions in 1929 to under 800 mutual thrifts today.
Heartland Community Bank believes that converting to the stock
form of organization will allow Heartland Community Bank to
more effectively compete with local community banks, thrifts,
and with statewide and regional banks, which are in stock
form. Heartland Community Bank believes that by combining its
existing quality service and products with a local ownership
base the Bank's customers and community members who become
stockholders will be inclined to do more business with
Heartland Community Bank.
Furthermore, because Heartland Community Bank competes with
local and regional banks not only for customers, but also for
employees, Heartland Community Bank
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believes that the stock form of organization will better
afford Heartland Community Bank the opportunity to attract and
retain employees, management and directors through various
stock benefit plans which are not available to mutual savings
institutions.
3. Q. IS HEARTLAND COMMUNITY BANK'S MUTUAL TO STOCK CONVERSION
BENEFICIAL TO THE COMMUNITIES THAT THE BANK SERVES?
A. Management believes that the structure of the Subscription and
Community Offerings is in the best interest of the various
communities that Heartland Community Bank serves because
following the Conversion it is anticipated that a significant
portion of the Common Stock will be owned by local residents
desiring to share in the ownership of a local community
financial institution. Management desires that a significant
portion of the shares of common stock sold in the Offerings
will be sold to residents of the Bank's Local Community
(Ouachita, Calhoun, Drew, Dallas, Cleveland, Grant and Pulaski
Counties, Arkansas).
4. Q. WHAT EFFECT WILL THE CONVERSION HAVE ON DEPOSIT ACCOUNTS
AND LOANS?
A. Terms and balances of accounts in Heartland Community Bank and
interest rates paid on such accounts will not be affected by
the Conversion. Insurable accounts will continue to be insured
by the Federal Deposit Insurance Corporation ("FDIC") up to
the maximum amount permitted by law. The Conversion also will
not affect the terms or conditions of any loans to existing
borrowers or the rights and obligations of these borrowers
under their individual contractual arrangements with Heartland
Community Bank.
5. Q. WILL THE CONVERSION CAUSE ANY CHANGES IN HEARTLAND COMMUNITY
BANK'S PERSONNEL?
A. No. Both before and after the Conversion, Heartland Community
Bank's business of accepting deposits, making loans and
providing financial services will continue without
interruption with the same board of directors, management and
staff.
6. Q. WHAT APPROVALS MUST BE RECEIVED BEFORE THE CONVERSION BECOMES
EFFECTIVE?
A. First, the Board of Directors of Heartland Community Bank must
adopt the Plan of Conversion, which occurred on __________,
____. Second, the Office of Thrift Supervision must approve
the applications required to effect the Conversion. These
approvals have been obtained. Third, the Plan of Conversion
must be approved by a majority of all votes eligible to be
cast by Heartland Community Bank's voting members. A Special
Meeting of voting members will be held on __________ __, 1997,
to consider and vote upon the Plan of Conversion.
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THE HOLDING COMPANY
7. Q. WHAT IS A HOLDING COMPANY?
A. A holding company is a company that owns another entity.
Concurrent with the Conversion, Heartland Community Bank will
become a subsidiary of HCB Bancshares, Inc., a company
organized by Heartland Community Bank to acquire all of the
capital stock of Heartland Community Bank to be outstanding
after the Conversion.
8. Q. IF I DECIDE TO BUY STOCK IN THIS OFFERING, WILL I OWN STOCK
IN THE HOLDING COMPANY OR HEARTLAND COMMUNITY BANK?
A. You will own stock in HCB Bancshares, Inc. However, HCB
Bancshares, Inc., as a holding company, will own all of the
outstanding capital stock of Heartland Community Bank.
9. Q. WHY DID THE BOARD OF DIRECTORS FORM THE HOLDING COMPANY?
A. The Board of Directors believes that the Conversion of
Heartland Community Bank and the formation of the Holding
Company will result in a stronger financial institution with
the ability to provide additional flexibility to diversify the
Bank's business activities through existing or newly-formed
subsidiaries, although there are no current arrangements or
understandings with respect to such diversification. The
Holding Company will also be able to use stock-based incentive
programs to attract and retain executive and other personnel
for itself and its subsidiaries.
ABOUT BECOMING A STOCKHOLDER
10. Q. WHAT ARE THE SUBSCRIPTION AND COMMUNITY OFFERINGS?
A. Under the Plan of Conversion adopted by Heartland Community
Bank, the Holding Company is offering shares of stock in the
Subscription Offering to certain current and former customers
of the Bank, the Bank=s Subsidiary and to the Bank's Employee
Stock Ownership Plan ("ESOP"). Shares which are not subscribed
for in the Subscription Offering, if any, may be offered to
the general public in a Community Offering with preference
given to natural persons who are residents of the Bank's Local
Community. These Offerings are consistent with the board's
objective of HCB Bancshares, Inc. being a locally owned
financial institution. The Subscription Offering and Community
Offering, if conducted, are being managed by Trident
Securities, Inc. It is anticipated that any shares not
subscribed for in either the Subscription or Community
Offerings may be offered for sale in a Syndicated Community
Offering, which is an offering on a best efforts basis by a
selling group of broker-dealers.
11. Q. MUST I PAY A COMMISSION TO BUY STOCK IN CONJUNCTION WITH THE
SUBSCRIPTION, COMMUNITY OR SYNDICATED COMMUNITY OFFERINGS?
A. No. You will not pay a commission to buy the stock if the
stock is purchased in the Subscription, Community or
Syndicated Community Offerings.
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12. Q. HOW MANY SHARES OF HCB BANCSHARES, INC. STOCK WILL BE ISSUED
IN THE CONVERSION?
A. It is currently expected that between 1,700,000 shares and
2,300,000 shares of common stock will be sold at a price of
$10.00 per share. Under certain circumstances the number of
shares may be increased to 2,645,000.
13. Q. HOW WAS THE PRICE DETERMINED?
A. The aggregate price of the common stock was determined by
Ferguson & Company, LLC, an independent appraisal firm
specializing in the thrift industry, and was approved by the
Office of Thrift Supervision. The price is based on the pro
forma market value of Heartland Community Bank and the Holding
Company as determined by the independent evaluation.
14. Q. WHO IS ENTITLED TO BUY STOCK IN THE CONVERSION?
A. The shares of HCB Bancshares, Inc. to be issued in the
Conversion are being offered in the Subscription Offering in
the following order of priority to: (i) depositors with $50.00
or more on deposit at the Bank as of December 31, 1993
("Eligible Account Holders"), (ii) the Bank's ESOP, (iii)
depositors with $50.00 or more on deposit at the Bank as of
December 31, 1996 ("Supplemental Eligible Account Holders"),
(iv) depositors of the Bank as of _______, 1997 ("Voting
Record Date") and borrowers of the Bank whose loans were
outstanding as of April 15, 1995, and continue to be
outstanding as of the Voting Record Date ("Other Members") and
(v) depositors with $50.00 or more on deposit at the Bank=s
Subsidiary as of December 31, 1996 (ASubsidiary Members@),
subject to the priorities and purchase limitations set forth
in the Plan of Conversion. Subject to the prior rights of
holders of subscription rights, Common Stock not subscribed
for in the Subscription Offering may be offered subsequently
in the Community Offering to certain members of the general
public, with preference given to natural persons and trusts of
natural persons residing in Ouachita, Calhoun, Drew, Dallas,
Cleveland, Grant and Pulaski Counties, Arkansas (the Bank's
"Local Community"). Shares, if any, not subscribed for in the
Subscription or Community Offerings may be offered to the
general public in a Syndicated Community Offering.
15. Q. ARE THE SUBSCRIPTION RIGHTS TRANSFERABLE?
A. No. Subscription rights granted to Heartland Community Bank's
Eligible Account Holders, Supplemental Eligible Account
Holders, Other Members and Subsidiary Members in the
Conversion are not transferable. Persons violating such
prohibition, directly or indirectly, may lose their right to
purchase stock in the Conversion and be subject to other
possible sanctions. It is the responsibility of each
subscriber qualifying as an Eligible Account Holder,
Supplemental Eligible Account Holder, Other Member or
Subsidiary Member to list completely all account numbers for
qualifying savings accounts or loans as of the qualifying date
on the stock order form.
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16. Q. WHAT ARE THE MINIMUM AND MAXIMUM NUMBERS OF SHARES THAT I CAN
PURCHASE IN THE CONVERSION?
A. The minimum number of shares is 25. The maximum number of
shares that may be purchased in the Conversion by any person
or entity currently is 15,000. The maximum number of shares
that may be purchased in the Conversion by any person or
entity other than the ESOP, together with any associate or
persons or entities acting in concert with such person,
currently is 20,000 shares.
17. Q. ARE THE BOARD OF DIRECTORS AND MANAGEMENT OF HEARTLAND
COMMUNITY BANK BUYING A SIGNIFICANT AMOUNT OF THE STOCK OF
THE HOLDING COMPANY?
A. Directors and executive officers of the Bank are expected to
subscribe for _______ shares. The purchase price paid by
directors and executive officers will be the same $10.00 per
share price as that paid by all other persons who order stock
in the Subscription or Community Offerings.
18. Q. HOW DO I SUBSCRIBE FOR SHARES OF STOCK?
A. To subscribe for shares of stock in the Subscription Offering,
you should send or deliver a stock order form together with
full payment (or appropriate instructions for withdrawal from
permitted deposit accounts as described below) to Heartland
Community Bank in the postage-paid envelope provided, so that
the stock order form and payment or withdrawal authorization
instructions are received prior to the close of the
Subscription Offering, which will terminate at _____ p.m.,
Central Time, on __________ __, 1997, unless extended. Payment
for shares may be made in cash (if made in person) or by check
or money order. Subscribers who have deposit accounts with
Heartland Community Bank may include instructions on the stock
order form requesting withdrawal from such deposit account(s)
to purchase shares of HCB Bancshares, Inc. Withdrawals from
certificates of deposit may be made without incurring an early
withdrawal penalty.
If shares remain available for sale after the expiration of
the Subscription Offering, they may be offered in the
Community Offering, which will begin as soon as practicable
after the end of the Subscription Offering, but may begin at
any time during the Subscription Offering. Persons who wish to
order stock in the Community Offering should return their
stock order form as soon as possible after the Community
Offering begins because it may terminate at any time after it
begins. Members of the general public should contact the Stock
Information Center at (501) ________ for additional
information.
19. Q. MAY I USE FUNDS IN A RETIREMENT ACCOUNT TO PURCHASE STOCK?
A. Yes. If you are interested in using funds held in your
retirement account at Heartland Community Bank, the Stock
Information Center can assist you in transferring those funds
to a self-directed IRA, if necessary, and directing the
trustee to purchase the stock. This process may be done
without an early withdrawal penalty and generally without a
negative tax consequence to your retirement account. Due to
the additional paperwork involved, IRA transfers should be
completed by _________. For additional information, call the
Stock Information
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Center at (501) __________.
20. Q. WILL I RECEIVE INTEREST ON FUNDS I SUBMIT FOR A STOCK
PURCHASE?
A. Yes. Heartland Community Bank will pay interest at its
passbook rate from the date the funds are received until
completion of the stock offering or termination of the
Conversion. All funds authorized for withdrawal from deposit
accounts with Heartland Community Bank will continue to earn
interest at the contractual rate until the date of the
completion of the Conversion.
21. Q. MAY I OBTAIN A LOAN FROM HEARTLAND COMMUNITY BANK TO PAY FOR
SHARES PURCHASED IN THE CONVERSION?
A. No. Federal regulations prohibit Heartland Community Bank from
making loans for this purpose. However, federal regulations do
not prohibit you from obtaining a loan from another source for
the purpose of purchasing stock in the Conversion.
22. Q. IF I BUY STOCK IN THE CONVERSION, HOW WOULD I GO ABOUT BUYING
ADDITIONAL SHARES OR SELLING SHARES IN THE AFTERMARKET?
A. HCB Bancshares, Inc. has received approval to have the Common
Stock quoted on the Nasdaq National Market System under the
symbol "____." Therefore, once the stock has commenced
trading, interested investors may contact any broker to buy or
sell shares.
23. Q. WHAT IS THE HOLDING COMPANY'S DIVIDEND POLICY?
A. The Board of Directors of the Holding Company intends to adopt
a policy of paying regular quarterly cash dividends at an
annual rate of $__ per share (__%) in the second full quarter
following consummation of the Conversion. Dividends will be
subject to determination and declaration by the Board of
Directors, which will take into account a number of factors,
including the operating results and financial condition of the
Holding Company, net worth and capital requirements and
regulatory restrictions on the payment of dividends by the
Bank to the Holding Company upon which dividends paid by the
Holding Company eventually will be primarily dependent. There
can be no assurance that dividends will in fact be paid on the
Common Stock or that, if paid, such dividends will not be
reduced or eliminated in future periods.
24. Q. WILL THE FDIC INSURE THE SHARES OF THE HOLDING COMPANY?
A. No. The shares of HCB Bancshares, Inc. are not savings
deposits or savings accounts and are not insured by the FDIC
or any other government agency.
25. Q. IF I SUBSCRIBE FOR SHARES AND LATER CHANGE MY MIND, WILL I BE
ABLE TO GET A REFUND OR MODIFY MY ORDER?
A. No. Your order cannot be canceled, withdrawn or modified once
it has been received by Heartland Community Bank without the
consent of Heartland Community Bank.
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ABOUT VOTING "FOR" THE PLAN OF CONVERSION
26. Q. AM I ELIGIBLE TO VOTE AT THE SPECIAL MEETING OF MEMBERS TO BE
HELD TO CONSIDER THE PLAN OF CONVERSION?
A. You are eligible to vote at the Special Meeting of Members to
be held on __________ __, 1997 if you were a) a depositor of
Heartland Community Bank at the close of business on the
Voting Record Date (_______, 1997) and continue as such until
the Special Meeting; or b) a borrower of the Bank whose loan
was outstanding on April 15, 1995 and continues to be
outstanding on the Voting Record Date. If you were a member on
the Voting Record Date, you should have received a proxy
statement and a proxy card with which to vote.
27. Q. HOW MANY VOTES DO I HAVE?
A. Each account holder is entitled to one vote for each $100, or
fraction thereof, on deposit in such account(s). Each borrower
member is entitled to cast one vote in addition to the number
of votes, if any, he or she is entitled to cast as an account
holder. No member may cast more than 1,000 votes.
28. Q. IF I VOTE "AGAINST" THE PLAN OF CONVERSION AND IT IS APPROVED,
WILL I BE PROHIBITED FROM BUYING STOCK DURING THE
SUBSCRIPTION OFFERING?
A. No. Voting against the Plan of Conversion in no way restricts
you from purchasing HCB Bancshares, Inc. stock in the
Subscription Offering.
29. Q. DID THE BOARD OF DIRECTORS OF HEARTLAND COMMUNITY BANK
UNANIMOUSLY ADOPT THE CONVERSION?
A. Yes. Heartland Community Bank's Board of Directors unanimously
adopted the Plan of Conversion and urges that all members vote
"FOR" approval of such Plan.
30. Q. WHAT HAPPENS IF HEARTLAND COMMUNITY BANK DOES NOT GET ENOUGH
VOTES TO APPROVE THE PLAN OF CONVERSION?
A. The Conversion would not take place, and Heartland Community
Bank would remain a mutual savings institution.
31. Q. AS A QUALIFYING DEPOSITOR OR BORROWER OF HEARTLAND COMMUNITY
BANK, AM I REQUIRED TO VOTE?
A. No. However, failure to return your proxy card or otherwise
vote will have the same effect as a vote AGAINST the Plan of
Conversion.
32. Q. WHAT IS A PROXY CARD?
A. A proxy card gives you the ability to vote without attending
the Special Meeting in person. If you received more than one
informational packet, then you should vote the proxy cards in
all packets. Your proxy card(s) is (are) located in the window
sleeve of your informational packet(s).
You may attend the meeting and vote, even if you have returned
your proxy card, if you choose to do so. However, if you are
unable to attend, you still are represented
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by proxy. Previously executed proxies, other than those
proxies sent pursuant to the Conversion, will not be used to
vote for approval of the Plan of Conversion, even if the
respective members do not execute another proxy or attend the
Special Meeting and vote in person.
33. Q. HOW CAN I GET FURTHER INFORMATION CONCERNING THE STOCK
OFFERING?
A. You may call the Stock Information Center at (501) ________
for further information or to request a copy of the
Prospectus, a stock order form, a proxy statement or a proxy
card.
THIS INFORMATION DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY HCB BANCSHARES, INC. COMMON STOCK. SUCH OFFERS AND
SOLICITATIONS MAY BE MADE ONLY BY MEANS OF THE PROSPECTUS. COPIES OF THE
PROSPECTUS MAY BE OBTAINED BY CALLING THE STOCK INFORMATION CENTER AT (501)
______________.
THE SHARES OF HCB BANCSHARES, INC. COMMON STOCK BEING OFFERED ARE NOT
SAVINGS OR DEPOSIT ACCOUNTS AND ARE NOT INSURED BY THE SAVINGS ASSOCIATION
INSURANCE FUND OF THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENT AGENCY.
23
IV. IRA Mailing
A. Explanation
A special IRA mailing is proposed to be sent to all IRA customers of
the Bank in order to alert the customers that funds held in an IRA can
be used to purchase stock. Since this transaction is not as simple as
designating funds from a certificate of deposit like a normal stock
purchase, this letter informs the customer that this process is
slightly more detailed and involves a personal visit to the Bank.
B. Quantity
One IRA letter is proposed to be mailed to each IRA customer of the
Bank. These letters would be mailed following OTS approval for the
conversion and after each customer has received the initial mailing
containing a Proxy Statement and a Prospectus.
C. Example - See following page.
24
[HEARTLAND COMMUNITY BANK LETTERHEAD]
__________ __, 1997
Dear Individual Retirement Account Participant:
As you know, Heartland Community Bank is in the process of converting
from a federally-chartered mutual savings bank to a federally-chartered stock
savings bank and has formed HCB Bancshares, Inc. to hold all of the stock of
Heartland Community Bank (the "Conversion"). Through the Conversion, certain
current and former depositors and borrowers of Heartland Community Bank and its
subsidiary have the opportunity to purchase shares of common stock of HCB
Bancshares, Inc. in a Subscription Offering. HCB Bancshares, Inc. currently is
offering up to 2,300,000 shares, subject to adjustment, of HCB Bancshares, Inc.
at a price of $10.00 per share.
As the holder of an individual retirement account ("IRA") at Heartland
Community Bank, you have an opportunity to become a shareholder in HCB
Bancshares, Inc. using funds being held in your IRA. If you desire to purchase
shares of common stock of HCB Bancshares, Inc. through your IRA, Trident
Securities, Inc. and Heartland Community Bank can assist you in self-directing
those funds. This process can be done without an early withdrawal penalty and
generally without a negative tax consequence to your retirement account.
If you are interested in receiving more information on self-directing
your IRA, please contact our Conversion Center at (501) __________. Because it
may take several days to process the necessary IRA forms, a response is
requested by _______, 1997 to accommodate your interest.
Sincerely,
Vida H. Lampkin
President
This letter is neither an offer to sell nor a solicitation of an offer to buy
HCB Bancshares, Inc. common stock. The offer is made only by the Prospectus,
which was recently mailed to you. THE SHARES OF HCB BANCSHARES, INC. COMMON
STOCK ARE NOT DEPOSITS AND WILL NOT BE INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
25
V. Individual Letters
A. Explanation
In order to educate the public about the stock offering, Trident
suggests holding Community meetings in various locations. In an effort
to target a group of interested investors, Trident requests that each
Director of the Bank submit a list of acquaintances that he or she
would like to invite to a community meeting.
B. Method of Distribution of Invitations and Prospect Letters
Each Director submits his list of prospects.
Invitations are sent to each Director's prospects through the mail. All
invitations are preceded by a Prospectus and all attendees are given a
Prospectus at the meeting. Letters will be sent to prospects to thank
them for their attendance and to remind them of closing dates.
C. Examples enclosed
26
* Sent to prospects who are customers*
_______________, 1997
&salutation& &firstname& &lastname&
&address&
&city&, &state& &zip&
Dear &prefername&:
Recently you may have read in the newspaper that Heartland Community
Bank of will convert from a federally chartered mutual savings bank to a
federally chartered stock savings bank. This is the most significant event in
the history of the Savings Bank in that it allows customers, employees and
directors the opportunity to share in Heartland Community Bank's future by
becoming charter stockholders of the Savings Bank's holding company, HCB
Bancshares, Inc.
As a customer of Heartland Community Bank, you should have received a
packet of information regarding the conversion, including a Prospectus and a
Summary Proxy Statement. In addition, we are holding several presentations for
friends of the officers and directors to discuss the stock offering in more
detail. You will receive an invitation in the near future.
This does not constitute an offer to sell, or the solicitation of an
offer to buy, shares of HCB Bancshares, Inc. common stock offered in the
conversion, nor does it constitute the solicitation of a proxy in connection
with the conversion. Such offers and solicitations of proxies are made only by
means of the Prospectus and the Summary Proxy Statement, respectively. There
shall be no sale of stock in any state in which any offer, solicitation of an
offer or sale of stock would be unlawful. THE SHARES OF HCB BANCSHARES, INC.
COMMON STOCK OFFERED IN THE CONVERSION ARE NOT DEPOSITS AND ARE NOT INSURED BY
THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY.
Please feel free to call me or the Heartland Community Bank's Stock
Information Center at (501) _________ if you have any questions. I look forward
to seeing you at one of our informational presentations.
Sincerely,
Vida H. Lampkin
President
27
*Sent to prospects who are not customers*
________________, 1997
&salutation& &firstname& &lastname&
&address&
&city&, &state& *zip&
Dear &prefername&
Recently you may have read in the newspaper that Heartland Community
Bank will be converting from a federally chartered mutual savings bank to
federally chartered stock savings bank. This is the most significant event in
the history of the Bank in that it allows customers, employees and directors
the opportunity to share in Heartland Community Bank's future by becoming
charter stockholders of the Bank's holding company, HCB Bancshares, Inc.
___________ has asked that you be sent a Prospectus and stock order
form which will allow you to become a charter stockholder, should you desire.
In addition, we are holding several presentations for friends of the officers
and directors of Heartland Community Bank to discuss the stock offering in more
detail. You will receive an invitation in the near future.
Please feel free to call me or the Heartland Community Bank's Stock
Information Center at (501) _____________ if you have any questions. I look
forward to seeing you at one of our informational presentations.
Sincerely,
Vida H. Lampkin
President
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of HCB Bancshares, Inc. common stock offered in the conversion, nor
does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means of
the Prospectus and the Summary Proxy Statement, respectively. There shall be no
sale of stock in any state in which any offer, solicitation of an offer or sale
of stock would be unlawful.
THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
28
*Sent to those attending a community meeting*
_______, 1997
&salutation& &firstname& &lastname&
&address&
&city&, &state& &zip&
Dear &prefername&:
Thank you for attending our informational presentation relating to
Heartland Community Bank's conversion to a stock company. The information
presented at the meeting and the Prospectus you recently received should assist
you in making an informed investment decision.
Obviously, we are excited about this stock offering and the opportunity
to share in the future of Heartland Community Bank. This conversion is the
most important event in our history and it gives the Savings Bank the strength
to compete in the future and will provide the Savings Bank additional corporate
flexibility.
We will contact you in the near future to get an indication of your
interest in our offering. If you make a decision to invest, please return your
order form no later than ________, 1997. If you have any questions, please
call the Stock Information Center at (501) ________.
Sincerely,
Vida H. Lampkin
President
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of HCB Bancshares, Inc. common stock offered in the conversion, nor
does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means of
the Prospectus and the Summary Proxy Statement, respectively. There shall be
no sale of stock in any state in which any offer, solicitation of an offer or
sale of stock would be unlawful.
THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
29
*Sent to those not attending a community meeting*
_______, 1997
&salutation& &firstname& &lastname&
&address&
&city&, &state& &zip&
Dear &prefername&:
I am sorry you were unable to attend our recent presentation regarding
Heartland Community Bank's mutual to stock conversion. The Board of Directors
and management team of Heartland Community Bank are committed to contributing
to long term shareholder value and as a group we are personally investing
approximately $_______ of our own funds. We are enthusiastic about the stock
offering and the opportunity to share in the future of Heartland Community Bank.
We have established a Stock Information Center to assist you with any
questions regarding the stock offering. Should you require any assistance
between now and __________, I encourage you to either stop by our Stock
Information Center or call (501) _______.
I hope you will join me as a charter stockholder in Heartland Community
Bank.
Sincerely,
Vida H. Lampkin
President
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of HCB Bancshares, Inc. common stock offered in the conversion, nor
does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means of
the Prospectus and the Summary Proxy Statement, respectively. There shall be
no sale of stock in any state in which any offer, solicitation of an offer or
sale of stock would be unlawful.
THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
30
*Final Reminder Letter*
_______, 1997
&salutation&firstname&lastname&
&address&
&city&, &state& &zip&
Dear &prefername&:
I am writing to remind you that the deadline for purchasing stock in
HCB Bancshares, Inc. is quickly approaching. I hope you will join me in
becoming a charter stockholder in one of Arkansas's newest publicly owned
financial institutions.
The deadline for becoming a charter stockholder is _________, 1997. If
you have any questions, please call our Stock Information Center at
(501) _______.
Once again, I look forward to having you join me as a charter
stockholder in HCB Bancshares, Inc.
Sincerely,
Vida H. Lampkin
President
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of HCB Bancshares, Inc. common stock offered in the conversion, nor
does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means of
the Prospectus and the Summary Proxy Statement, respectively. There shall be
no sale of stock in any state in which any offer, solicitation of an offer or
sale of stock would be unlawful.
THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
31
VI. Counter Cards and Lobby Posters
A. Explanation
Counter cards and lobby posters serve two purposes: (1) As a notice to
Heartland Community Bank's customers and members of the local community
that the stock sale is underway and (2) to remind the customers of the
end of the Subscription Offering. Trident has learned in the past that
many people forget the deadline for subscribing and therefore we
suggest the use of these simple reminders.
B. Quantity
Approximately 2 - 3 Counter cards will be used at teller windows and on
customer service representatives' desk.
Approximately 1 - 2 Lobby posters will be used at each office of
Heartland Community Bank
C. Example
D. Size
The counter card will be approximately 8 1/2" x 11".
The lobby poster will be approximately 16" x 20".
32
C. POSTER
OR
COUNTER CARD
"TAKE STOCK IN OUR FUTURE"
"STOCK OFFERING MATERIALS
AVAILABLE HERE"
HEARTLAND COMMUNITY BANK
33
VII. Proxy Reminder
A. Explanation
A proxy reminder is used when the majority of votes needed to adopt the
Plan of Conversion is still outstanding. The proxy reminder is mailed
to those "target vote" depositors who have not previously returned
their signed proxy.
The target vote depositors are determined by the conversion agent.
B. Example
C. Size
Proxy reminder is approximately 8 1/2" x 11".
34
B. Example
P R O X Y R E M I N D E R
HEARTLAND COMMUNITY BANK
YOUR VOTE ON OUR STOCK CONVERSION PLAN HAS NOT BEEN RECEIVED.
YOUR VOTE IS VERY IMPORTANT, PARTICULARLY SINCE FAILURE TO VOTE IS EQUIVALENT TO
VOTING AGAINST THE PLAN.
VOTING FOR THE CONVERSION WILL NOT AFFECT THE INSURANCE OF YOUR ACCOUNTS.
DEPOSIT ACCOUNTS WILL CONTINUE TO BE FEDERALLY INSURED UP TO THE APPLICABLE
LIMITS.
YOU MAY PURCHASE STOCK IF YOU WISH, BUT VOTING DOES NOT OBLIGATE YOU TO BUY
STOCK.
PLEASE ACT PROMPTLY! SIGN THE ENCLOSED PROXY CARD AND MAIL, OR DELIVER, THE
PROXY CARD TO HEARTLAND COMMUNITY BANK TODAY. PLEASE VOTE ALL PROXY CARDS
RECEIVED.
WE RECOMMEND THAT YOU VOTE TO APPROVE THE PLAN OF CONVERSION. THANK YOU.
THE BOARD OF DIRECTORS AND MANAGEMENT OF
HEARTLAND COMMUNITY BANK
-----------------------------------------------------------------
IF YOU RECENTLY MAILED THE PROXY,
PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST.
FOR FURTHER INFORMATION CALL (501) _______.
35
VIII. Cover Letters for Initial Mailing
A. Explanation
These cover letters are used as an introduction for the Offering and
Proxy materials mailed to potential investors.
B. Examples
36
(Heartland Community Bank Letterhead)
_________, 1997
Dear Valued Customer:
Heartland Community Bank is pleased to announce that we have received
regulatory approval to proceed with its plan to convert to a federally-chartered
stock savings bank. This stock conversion is the most significant event in the
history of Heartland Community Bank in that it allows customers, community
members, directors and employees an opportunity to own stock in HCB Bancshares,
Inc., the proposed holding company for the Savings Bank.
For over __ years, the Savings Bank has successfully operated as a
mutual company. We want to assure you that the Conversion will not affect the
terms, balances, interest rates or existing FDIC insurance coverage deposits at
the Savings Bank, or the terms or conditions of any loans to existing borrowers
under their individual contract arrangements with the Savings Bank. Let us
also assure you that the Conversion will not result in any changes in the
management, personnel or the Board of Directors of the Savings Bank.
As one of our valued members, you have the opportunity to invest in the
Savings Bank's future by purchasing stock in HCB Bancshares, Inc. during the
Subscription Offering, without paying a sales commission.
If you decide to exercise your subscription rights to purchase shares
you must return the properly completed stock order form together with full
payment for the subscribed shares so that it is received by the Savings Bank
not later than ___ p.m. Central Time on ________, 1997.
Enclosed is a proxy card. Your Board of Directors solicits your vote
"FOR" the Savings Bank's Plan of Conversion. A vote in favor of the Plan does
not obligate you to purchase stock. Please sign and return your proxy card
promptly; your vote is important to us.
We have also enclosed a Prospectus and Proxy Statement which fully
describes the Savings Bank, its management, board and financial strength and the
Plan of Conversion. Please review it carefully before you vote or invest. For
your convenience we have established a Stock Information Center. If you have
any questions, please call the Stock Information Center collect at (501) ______.
We look forward to continuing to provide quality financial services to
you in the future.
Sincerely,
Vida H. Lampkin
President
Enclosures
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of HCB Bancshares, Inc. common stock offered in the conversion, nor
does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means of
the Prospectus and Proxy Statement. There shall be no sale of stock in any
state in which any offer, solicitation of an offer or sale of stock would be
unlawful.
THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
37
(Heartland Community Bank Letterhead)
___________, 1997
Dear Interested Investor:
Heartland Community Bank is pleased to announce that we have received
regulatory approval to proceed with its plan to convert to a federally-
chartered stock savings bank. This stock conversion is the most significant
event in the history of the Savings Bank in that it allows customers, community
members, directors and employees an opportunity to own stock HCB Bancshares,
Inc., the proposed holding company for the Savings Bank.
For over ____ years, the Savings Bank has successfully operated as a
mutual company. We want to assure you that the Conversion will not affect the
terms, balances, interest rates or existing FDIC insurance coverage on the
Savings Bank deposits, or the terms or conditions of any loans to existing
borrowers under their individual contract arrangements with the Savings Bank.
Let us also assure you that the Conversion will not result in any
changes in the management, personnel or the Board of Directors of the Savings
Bank.
Enclosed is a Prospectus and Proxy Statement which fully describes the
Savings Bank, its management, board and financial strength. Please review it
carefully before you make an investment decision. If you decide to invest,
please return to the Savings Bank a properly completed stock order form
together with full payment for shares at your earliest convenience but not
later than ____ p.m. Central Time on _______, 1997. For your convenience we
have established a Stock Information Center. If you have any questions, please
call the Stock Information Center collect at (501) _______.
We look forward to continuing to provide quality financial services to
you in the future.
Sincerely,
Vida H. Lampkin
President
Enclosures
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of HCB Bancshares, Inc. common stock offered in the conversion, nor
does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means of
the Prospectus and Proxy Statement. There shall be no sale of stock in any
state in which any offer, solicitation of an offer or sale of stock would be
unlawful.
THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
38
(Heartland Community Bank Letterhead)
___________, 1997
Dear Friend:
Heartland Community Bank is pleased to announce that we have received
regulatory approval to proceed with its plan to convert to a federally-
chartered stock savings bank. This stock conversion is the most significant
event in the history of Heartland Community Bank in that it allows customers,
community members, directors and employees an opportunity to own stock in HCB
Bancshares, Inc., the proposed holding company for the Savings Bank.
For over ____ years, the Savings Bank has successfully operated as a
mutual company. We want to assure you that the Conversion will not affect the
terms, balances, interest rates or existing FDIC insurance coverage on the
Savings Bank deposits, or the terms or conditions of any loans to existing
borrowers under their individual contract arrangements with the Savings Bank.
Let us also assure you that the Conversion will not result in any
changes in the management, personnel or the Board of Directors of the Savings
Bank.
Our records indicate that you were a depositor of the Savings Bank on
_______ but that you were not a member on _______, 1997. Therefore, under
applicable law, you are entitled to subscribe for Common Stock in HCB
Bancshares, Inc.'s Subscription Offering. Orders submitted by you and others
in the Subscription Offering are contingent upon the current members' approval
of the Plan of Conversion at a special meeting of members to be held on ______,
1997 and upon receipt of all required regulatory approvals.
If you decide to exercise your subscription rights to purchase shares,
you must return the properly completed stock order form together with full
payment for the subscribed shares so that it is received at the Savings Bank
not later than _____ p.m. Central Time on _________, 1997.
Enclosed is a Prospectus and Proxy Statement which fully describes the
Savings Bank, its management, board and financial strength. Please review it
carefully before you invest. For your convenience we have established a Stock
Information Center. If you have any questions, please call the Stock
Information center collect at (501) _______.
We look forward to continuing to provide quality financial services to
you in the future.
Sincerely,
Vida H. Lampkin
President
Enclosures
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of HCB Bancshares, Inc. common stock offered in the conversion, nor
does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means of
the Prospectus and Proxy Statement. There shall be no sale of stock in any
state in which any offer, solicitation of an offer or sale of stock would be
unlawful.
THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.