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EXHIBIT 99.1
HCB BANCSHARES, INC.
(HOLDING COMPANY FOR HEARTLAND COMMUNITY BANK)
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SUBSCRIPTION OFFERING
STOCK ORDER FORM
INSTRUCTIONS AND GUIDE
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STOCK OWNERSHIP GUIDE
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INDIVIDUAL
Include the first name, middle initial and last name of the shareholder. Avoid
the use of two initials. Please omit words that do not affect ownership rights,
such as "Mrs.", "Mr.", "Dr.", "special account", "single person", etc.
JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP
Joint tenants with right of survivorship may be specified to identify two or
more owners. When stock is held by joint tenants with right of survivorship,
ownership is intended to pass automatically to the surviving joint tenant(s)
upon the death of any joint tenant. All parties must agree to the transfer or
sale of shares held by joint tenants.
TENANTS IN COMMON
Tenants in common may also be specified to identify two or more owners. When
stock is held by tenants in common, upon the death of one co-tenant, ownership
of the stock will be held by the surviving co-tenant(s) and by the heirs of the
deceased co-tenant. All parties must agree to the transfer or sale of shares
held by tenants in common.
UNIFORM TRANSFER TO MINORS
Stock may be held in the name of a custodian for a minor under the Uniform
Transfer to Minors Acts of each state. There may be only one custodian and one
minor designated on a stock certificate. The standard abbreviation for Custodian
is "CUST" while the Uniform Transfer to Minors Act is "Unif Tran Min Act"
Standard U.S. Postal Service state abbreviation should be used to describe the
appropriate state. For example, stock held by John Doe as custodian for Susan
Doe under the Arkansas Uniform Transfer to Minors Act will be abbreviated John
Doe, CUST Susan Doe Unif Tran Min Act, AR (use minor's social security number).
FIDUCIARIES
Information provided with respect to stock to be held in a fiduciary capacity
must contain the following:
* The name(s) of the fiduciary. If an individual, list the first name, middle
initial and last name. If a corporation, list the full corporate title
(name). If an individual and a corporation, list the corporation's title
before the individual.
* The fiduciary capacity, such as administrator, executor, personal
representative, conservator, trustee, committee, etc.
* A copy and description of the document governing the fiduciary relationship,
such as living trust agreement or court order. Without documentation
establishing a fiduciary relationship, your stock may not be registered in a
fiduciary capacity.
* The date of the document governing the relationship except that the date of a
trust created by a will need not be included in the description.
* The name of the maker, donor or testator and the name of the beneficiary.
An example of fiduciary ownership of stock in the case of a trust is: John Doe.
Trustee Under Agreement Dated 10-1-87 for Susan Doe.
You may mail your completed Stock Order Form in the envelope that has been
provided, or you may deliver your Stock Order Form to Heartland Community Bank.
If you are purchasing in the Subscription Offering, your Stock Order Form,
properly completed, and payment in full (or withdrawal authorization), at the
Purchase Price must be received by Heartland Community Bank no later than
, Central Time, on April , 1997. Stock Order Forms shall be deemed
received only upon actual receipt at one of Heartland Community Bank's offices.
If you need further assistance, please call the Stock Information Center at
(501) - . We will be pleased to help you with the completion of your Stock
Order Form or answer any questions you may have.
ITEM INSTRUCTIONS
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ITEMS 1 AND 2--
Fill in the number of shares that you wish to purchase and the total payment
due. The amount due is determined by multiplying the number of shares purchased
by the Purchase Price of $10.00 per share. The minimum purchase is 25 shares.
Each eligible subscriber may subscribe for up to 20,000 shares per qualifying
deposit or loan account, provided that the aggregate maximum amount of stock
that may be purchased by any person, together with associates, or group of
persons acting in concert (other than the ESOP), is 25,000 shares. If the
maximum purchase limitation is increased, any subscriber who has subscribed for
25,000 shares, and other subscribers at the discretion of Heartland Community
Bank will be given the opportunity to increase their subscriptions up to the
higher maximum purchase limitation.
ITEM 3--
Payment for shares may be made in cash (only if delivered by you in person) or
by check, bank draft or money order made payable to HCB Bancshares, Inc. Your
funds will earn interest at the Heartland Community Bank passbook rate until the
conversion is completed or terminated. DO NOT MAIL CASH TO PURCHASE STOCK!
Please check this box if your method of payment is by cash, check, bank draft or
money order.
ITEM 4--
If you pay for your stock by a withdrawal from a deposit account at Heartland
Community Bank, or its subsidiary, Heartland Community Bank, F.S.B., insert the
account number(s) and the amount of your withdrawal authorization for each
account. The total amount withdrawn should equal the amount of your stock
purchase. There will be no penalty assessed for early withdrawals from
certificate accounts used for stock purchases. This form of payment may not be
used if your account is an Individual Retirement Account. Please contact the
Stock Information Center for information regarding purchases from an Individual
Retirement Account.
ITEM 5--
IMPORTANT: Customers of the branch offices in Camden, Fordyce and Sheridan,
Arkansas, are customers of the converting bank, Heartland Community Bank, and
customers of the branch offices in Little Rock and Monticello and the loan
production office in Bryant, Arkansas, are customers of the stock subsidiary
bank, Heartland Community Bank, F.S.B. As a result, please check the appropriate
box if you were:
a. A depositor at Heartland Community Bank in Camden, Fordyce or Sheridan,
Arkansas on December 31, 1993 with at least $50.00 on deposit. You must enter
information below for all deposit accounts that you had at Heartland Community
Bank on December 31, 1993 to ensure proper identification of your purchase
rights and preferences.
b. A depositor at Heartland Community Bank in Camden, Fordyce or Sheridan,
Arkansas on December 31, 1996 with at least $50.00 on deposit, but you were not
an Eligible Account Holder. You must enter information below for all deposit
accounts that you had at Heartland Community Bank on December 31, 1996 to ensure
proper identification of your purchase rights and preferences.
c. A depositor or loan customer at Heartland Community Bank in Camden, Fordyce
or Sheridan, Arkansas on March , 1997, but you were not an Eligible Account
Holder or a Supplemental Eligible Account Holder. You must enter information
below for all deposit accounts or loans that you had at Heartland Community Bank
on March , 1997 to ensure proper identification of your purchase rights and
preferences.
d. A depositor or loan customer at Heartland Community Bank, F.S.B. in Little
Rock, Monticello or Bryant, Arkansas as of December 31, 1996 but are not an
Eligible Account Holder, Supplemental Eligible Account Holder or Other Member.
You must enter information below for all deposit accounts or loans that you had
at Heartland Community Bank, F.S.B. in Little Rock, Monticello or Bryant,
Arkansas on December 31, 1996 to ensure proper identification of your purchase
rights and preferences.
ITEM 6--
Please check the box if you are a resident of Calhoun, Cleveland, Dallas, Drew,
Grand, Ouachita or Pulaski County, Arkansas.
ITEMS 7, 8 AND 9--
The stock transfer industry has developed a uniform system of shareholder
registrations that we will use in the issuance of your common stock. Please
complete items 7, 8 and 9 as fully and accurately as possible, and be certain to
supply your social security number or tax identification number and your daytime
and evening telephone number(s). If you have any questions or concerns regarding
the registration of your stock, please consult your legal advisor. Stock
ownership must be registered in one of the ways described under "Stock Ownership
Guide."
ITEM 10--
Please check this box if you would like cash dividends deposited directly into
your account at Heartland Community Bank or Heartland Community Bank, F.S.B.
Enter the account number to be used for direct deposit.
ITEM 11--
Please check this box if you are a member of the NASD or if this item otherwise
applies to you.
ITEMS 12 AND 13--
Please sign and date the Stock Order Form where indicated. Review the Stock
Order Form carefully before you sign, including the acknowledgement. Normally,
one signature is required. An additional signature is required only when payment
is to be made by withdrawal from a deposit account that requires multiple
signatures to withdraw funds. If you have any remaining questions, or if you
would like assistance in completing your Stock Order Form, you may call the
Stock Information Center. The Stock Information Center phone number is (501)
- . The Stock Information Center is open between the hours of 9:00 a.m. and
4:30 p.m., Central Time, Monday through Friday.
A VALID STOCK ORDER FORM MUST BE SIGNED AND DATED BELOW AND ON THE FRONT OF THIS
FORM.
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ACKNOWLEDGEMENT FORM
I/WE ACKNOWLEDGE THAT THE COMMON STOCK OF HCB BANCSHARES, INC. BEING OFFERED
IS NOT A DEPOSIT OR AN ACCOUNT AND IS NOT FEDERALLY INSURED AND IS NOT
GUARANTEED BY HEARTLAND COMMUNITY BANK, CAMDEN, ARKANSAS OR BY THE FEDERAL
GOVERNMENT.
If anyone asserts that the security being offered is federally insured or
guaranteed, or is as safe as an insured deposit, I should call the Office of
Thrift Supervision, Midwest Regional Director, Frederick R. Casteel at (972)
281-2000.
I/We further certify that, before purchasing the common stock, par value $.01
per share, of HCB Bancshares, Inc., I received a Prospectus dated March , 1997
(the "Prospectus").
The Prospectus that I/we received contains disclosure concerning the nature
of the security being offered and describes the risks involved in the
investment, including but not limited to:
1. Market Conditions and Absence of Prior Market for
the Common Stock (Page )
2. Below Industry Average Return on Equity After
Conversion (Page )
3. Possible Adverse Impact of Interest Rates and
Economic and Industry Conditions (Page )
4. Loan Portfolio Composition (Page )
5. Recent and Planned Changes in Management and
Business Strategy (Page )
6. ESOP and MRP Compensation Expense (Page )
7. Possible Dilutive Effect of MRP and Option Plans (Page )
8. Potential Impact of Purchases by Management and
Stock Benefit Plans (Page )
9. Certificate of Incorporation and Bylaw and Statutory
Provisions That Could Discourage Hostile
Acquisitions of Control (Page )
10. Arkansas Usury Law (Page )
11. Possible Income Tax Consequences of Distribution of
Subscription Rights (Page )
PRINT NAME:
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SIGNATURE:
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DATE:
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PRINT NAME:
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SIGNATURE:
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HCB BANCSHARES, INC.
(holding company for Heartland Community Bank)
CAMDEN, ARKANSAS
SUBSCRIPTION OFFERING
STOCK ORDER FORM
NOTE: Please read the Instructions and Guide on
the back as you complete this form.
DEADLINE: The Subscription Offering will expire at Central Time, on April , 1997, unless extended.
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(1) Number of Shares Purchase Price (2) Total Payment Due
X $10.00 =
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The minimum number of shares that may be subscribed for is 25 shares, and the
maximum number of shares that may be purchased by any person together with
associates or group of persons acting in concert is 25,000 shares.
METHOD OF PAYMENT IMPORTANT PURCHASER INFORMATION
(3) [ ] Enclosed is a check, bank draft or money order (5) a [ ] Eligible Account Holder--Check here if you were a
made payable to HCB Bancshares, Inc. in the depositor of at least $50.00 at Heartland
amount of: Community Bank on December 31, 1993. Enter
information below for all deposit accounts that
--------------------- Cash can be used only if you had at Heartland Community Bank on December
$ presented in person at a 31, 1993.
branch office of Heartland (5) b [ ] Supplemental Eligible Account Holder--Check here
--------------------- Community if you were a depositor of at least $50.00 at
Bank, in Camden, Fordyce or Sheridan, Arkansas, Heartland Community Bank on December 31, 1996 but
or a branch office of its stock subsidiary are not an Eligible Account Holder. Enter
bank, Heartland Community Bank, F.S.B., in information below for all deposit accounts that
(4) [ ] Little Rock or Monticello, Arkansas. you had at Heartland Community Bank on December
The undersigned authorizes withdrawal from this 31, 1996.
(these) account(s) at Heartland Community Bank (5) c [ ] Other Member--Check here if you were a depositor
and/or Heartland Community Bank, F.S.B. PLEASE or loan customer at Heartland Community Bank on
CONTACT THE STOCK INFORMATION CENTER BY March , 1997 but are not an Eligible Account
, 1997 IF YOU WISH TO USE YOUR IRA FOR Holder or a Supplemental Eligible Account Holder.
STOCK PURCHASE. Enter information below for all deposit accounts
or loans that you had at Heartland Community Bank
on March , 1997.
(5) d [ ] Other Customer--Check here if you were a depositor
or loan customer at Heartland Community Bank's
savings bank subsidiary (the former Heritage
Savings Bank, F.S.B.) as of December 31, 1996 but
are not an Eligible Account Holder, Supplemental
Eligible Account Holder or Other Member. Enter
information below for all deposit accounts or
loans that you had at Heritage Savings Bank,
F.S.B. on December 31, 1996.
Account Title Deposit Loan Account
Account Number Amount (Names on Accounts) Account Account Number
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$ [ ] [ ]
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$ [ ] [ ]
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$ [ ] [ ]
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Total Withdrawal Amount $ [ ] [ ]
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There is no penalty for early withdrawals used for stock payment. [ ] [ ]
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[ ] [ ]
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IMPORTANT SUBSCRIPTION AND COMMUNITY OFFERING INFORMATION
(6) [ ] Check here if you are a resident of Calhoun, Cleveland, Dallas, Drew,
Grant, Ouachita or Pulaski County, Arkansas.
STOCK REGISTRATION (SEE BACK UNDER STOCK OWNERSHIP GUIDE)
(7) Form of Stock Ownership:
[ ] Individual [ ] Joint tenants with right of [ ] Tenants in common [ ] Uniform
survivorship Transfer to
Minors
[ ] Fiduciary (i.e., trust estate, [ ] Corporation or Partnership [ ] Other
etc.)
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(8) Name(s) in which your stock is to be registered (Please Print Clearly) Social Security No. or Tax ID No.
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Name(s) continued
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Street Address City County State Zip Code
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(9) Telephone Information Daytime Phone ( ) Evening Phone ( )
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(10) [ ] Check here if you would like cash dividends deposited directly into
your Heartland Community Bank or Heartland Community Bank, F.S.B.
account. Otherwise, dividends will be mailed to you in the form of a
check.
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Enter the account number to be used for direct deposit:
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NASD AFFILIATION
(11) [ ] Check here if you are a member of the National Association of
Securities Dealers, Inc. ("NASD"), a person associated with a NASD member, a
member of the immediate family of any such person to whose support such person
contributes, directly or indirectly, or the holder of an account in which a NASD
member or person associated with a NASD member has a beneficial interest. To
comply with conditions under which an exemption from the NASD's Interpretation
With Respect to Free-Riding and Withholding is available, you agree, if you have
checked the NASD Affiliation box, (i) not to sell, transfer or hypothecate the
stock for a period of 150 days following issuance, and (ii) to report this
subscription in writing to the applicable NASD member within one day of payment
therefor.
ACKNOWLEDGMENT
(12) To be effective, this Stock Order Form must be fully completed, signed on
both sides and actually received by Heartland Community Bank no later than the
deadline at the top of this page, otherwise this Stock Order Form and all
subscription rights will be void. Completed Stock Order Forms, together with the
required payment or withdrawal authorization, may be delivered to a branch
office of Heartland Community Bank, in Camden, Fordyce or Sheridan, Arkansas, or
a branch office of its stock subsidiary bank, Heartland Community Bank, F.S.B.,
in Little Rock or Monticello, Arkansas or may be mailed to the Post Office Box
indicated on the enclosed business reply envelope. All rights exercisable
hereunder are not transferable, and shares purchased upon exercise of such
rights must be purchased for the account of the person exercising such rights.
It is understood that this Stock Order Form will be accepted in accordance with,
and subject to, the terms and conditions of the Plan of Conversion of Heartland
Community Bank described in the accompanying Prospectus. If the Plan of
Conversion is not approved by the voting members of Heartland Community Bank at
a Special Meeting to be held on April , 1997, or any adjournment thereof, all
orders will be cancelled, and funds received as payment, with accrued interest,
will be returned promptly. The undersigned agrees that after receipt by
Heartland Community Bank, this Stock Order Form may not be modified, withdrawn
or cancelled (unless the conversion is not completed within 45 days of the
completion of the Subscription Offering) without Heartland Community Bank's
consent and, if authorization to withdraw from deposit accounts at Heartland
Community Bank and/or Heartland Community Bank, F.S.B. has been given as payment
for shares, the amount authorized for withdrawal shall not otherwise be
available for withdrawal by the undersigned.
Under penalty of perjury, I certify that the Social Security or Tax ID Number
and other information provided in this Stock Order Form are true, correct and
complete, that I am not subject to back-up withholding, that I am purchasing for
my own account and that there is no agreement or understanding regarding the
transfer of my subscription rights or the sale or transfer of the security being
offered.
APPLICABLE FEDERAL REGULATIONS PROHIBIT ANY PERSON FROM TRANSFERRING OR ENTERING
INTO ANY AGREEMENT DIRECTLY OR INDIRECTLY TO TRANSFER THE LEGAL OR BENEFICIAL
OWNERSHIP OF SUBSCRIPTION RIGHTS OR THE UNDERLYING SECURITIES TO THE ACCOUNT OF
ANOTHER. HEARTLAND COMMUNITY BANK WILL PURSUE ANY AND ALL LEGAL AND EQUITABLE
REMEDIES IN THE EVENT IT BECOMES AWARE OF THE TRANSFER OF SUBSCRIPTION RIGHTS
AND WILL NOT HONOR ORDERS KNOWN BY IT TO INVOLVE SUCH TRANSFER.
I ACKNOWLEDGE THAT THE COMMON STOCK BEING OFFERED IS NOT A SAVINGS OR DEPOSIT
ACCOUNT AND IS NOT INSURED BY THE SAVINGS ASSOCIATION INSURANCE FUND, THE BANK
INSURANCE FUND, THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENT AGENCY.
A VALID STOCK ORDER FORM MUST BE SIGNED AND DATED TWICE: BELOW AND ON THE
ACKNOWLEDGEMENT FORM ON THE REVERSE HEREOF.
SIGNATURE(S)
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(13) Signature Date Signature Date
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FOR OFFICE USE ONLY
Date Received / / Category
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Order # Deposit
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Batch # Date Input
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STOCK INFORMATION CENTER
HEARTLAND COMMUNITY BANK
237 JACKSON STREET
CAMDEN, AR
(501) -