Securities and Exchange Commission
Washington, D.C. 20549
Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934
HFB Financial Corporation
(NAME OF ISSUER)
HFB Financial Corporation
HFB Merger Corp.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
40417C106
(CUSIP Number of Class of Securities)
David B. Cook
President and Chief Executive Officer
HFB Financial Corporation
1602 Cumberland Avenue
Middlesboro, Kentucky 40965
(606) 248-1095
(Name, Address and Telephone Number of Person(s) Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
With Copies To:
Peter G. Weinstock, Esq.
Michael G. Keeley, Esq.
Jenkens & Gilchrist, a Professional Corporation
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202-2799
(214) 855-4500
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction [ ]
Calculation of Filing Fee
<Table>
<Caption>
Transaction Valuation(*) Amount of Filing Fee
------------------------ --------------------
$468,399.75 $37.89
</Table>
(*) The filing fee was determined based upon the product of (a) the estimated
20,589 shares of common stock proposed to be acquired from shareholders in the
merger to which this Rule 13e-3 Transaction Statement relates and (b) the merger
consideration of $22.75 per share of common stock (the "Total Consideration").
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule
13E-3") is being filed by HFB Financial Corporation, a Tennessee corporation and
registered bank holding company (the "Company"), in connection with the proposed
merger (the "merger") of HFB Merger Corp., a newly-formed, wholly-owned
subsidiary of the Company (the "merger subsidiary"), with and into the Company,
with the Company being the surviving corporation to the merger. The merger will
be effectuated pursuant to an Agreement and Plan of Merger, dated as of October
28, 2003 (the "merger agreement"), between the Company and merger subsidiary, as
it may be amended from time to time.
Subject to the terms of the merger agreement, (i) each share of the
Company's common stock, par value $1.00 per share ("Company stock"), held of
record by a shareholder who owns, as of the effective date of the merger, fewer
than 250 shares of Company stock, will be converted into the right to receive
$22.75 in cash from the Company, and (ii) each share of the Company stock held
of record by a shareholder who owns, as of the effective date of the merger, 250
or more shares of Company stock, will not be effected by the merger and will
remain a validly issued and outstanding share of Company stock after the merger.
This Schedule 13E-3 is being filed with the Securities and Exchange Commission
concurrently with a preliminary proxy statement filed by the Company pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), pursuant to which the holders of the Company stock will be
given notice of a special meeting of shareholders of the Company (the "special
meeting") at which such holders will be asked to approve the merger and the
merger agreement, and to transact any other business properly brought before the
special meeting. The following cross reference sheet is being supplied pursuant
to General Instruction F to Schedule 13E-3 and included in this Schedule 13E-3.
A copy of the merger agreement is attached as Appendix A to the preliminary
proxy statement filed by the Company contemporaneously herewith, (including all
annexes thereto, the "proxy statement"). The proxy statement is attached hereto
as Exhibit (a)(i).
The information contained in the proxy statement is hereby expressly
incorporated herein by reference and the responses to each item are qualified in
their entirety by reference to the information contained in the proxy statement.
As of the date hereof, the proxy statement is in preliminary form and is subject
to completion or amendment. This Schedule 13 E-3 will be amended to reflect such
completion or amendment of the proxy statement.
All parenthetical references under the various Items contained in this
Schedule 13E-3 are references to the corresponding Items contained in Regulation
M-A under the Exchange Act.
ITEM 1. SUMMARY TERM SHEET
The information set forth in the proxy statement under "Summary Term
Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the Company is HFB Financial Corporation. The address
of the principal executive offices of the Company is 1602 Cumberland Avenue,
Middlesboro, Kentucky 40965. The Company's telephone number is 606-248-1095. The
Company is a registered bank holding company under the Bank Holding Company Act
of 1956, as amended. The information set forth in the proxy statement under
"Summary Term Sheet - The Parties" and "The Parties" is incorporated herein by
reference.
(b) The information set forth in the proxy statement under "Summary
Term Sheet - Vote Required; Record Date" and "The Special Meeting - Who Can Vote
at the Special Meeting" is incorporated herein by reference.
(c)-(d) The information set forth in the proxy statement under
"Financial Information - Per Share Market Prices and Dividend Information" is
incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in the proxy statement under "Financial
Information - HFB Financial Common Stock Repurchase Information" is incorporated
herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a)-(c) The information set forth under "Notice of Special Meeting of
Shareholders, "Summary Term Sheet - The Parties," "The Parties" and "The Parties
- - Directors and Officers of HFB Financial" is incorporated herein by reference.
During the last five years, neither the Company nor, to its knowledge,
any of the directors or executive officers thereof has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which any such person was or is subject to
a judgment, decree, or final order enjoining further violations of, or
prohibiting activities subject to, federal or state securities laws or finding
any violation of those laws. Each executive officer and director of the Company
is a citizen of the United States of America.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The following information is incorporated by reference from the
proxy statement: "Summary Term Sheet," "Special Factors - Background of the
Merger" "Special Factors - Purpose and Reasons for the Merger," "The Special
Meeting - Vote Required," "Special Factors - Certain Effects of the Merger,"
"Special Factors - Effect of the Merger on Shareholders," "Special Factors -
Anticipated Accounting Treatment," "Special Factors - U.S. Federal Income Tax
Consequences," and "The Merger Agreement -Conversion of Shares in the Merger."
(c) The following information is incorporated by reference from the
proxy statement: "Summary Term Sheet," "Special Factors - Background of the
Merger," "Special Factors - Certain Effects of the Merger," "Special Factors -
Effect of the Merger on Shareholders," and "The Merger Agreement - Conversion of
Shares in the Merger."
(d) The information set forth in the proxy statement under "Summary
Term Sheet - Dissenters' and Appraisal Rights" and "Special Factors -
Dissenters' and Appraisal Rights" is incorporated herein by reference.
(e) The information set forth in the proxy statement under "Special
Factors - Recommendation of the Board of Directors; Fairness of the Merger
Proposal" is incorporated herein by reference.
(f) Not applicable.
ITEM 5. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) None.
(b)-(c) The information set forth in the proxy statement under "Special
Factors - Background of the Merger" and "Special Factors - Conduct of HFB
Financial's Business After the Merger" is incorporated herein by reference.
(e) None.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) The information set forth in the proxy statement under "Special
Factors - Conduct of HFB Financial's Business After the Merger" is incorporated
herein by reference.
(c)(1)-(8) The information set forth in the proxy statement under
"Summary Term Sheet," "Special Factors - Background of the Merger," "Special
Factors - Conduct of HFB Financial's Business After the Merger," "Special
Factors - Certain Effects of the Merger," "Financial Information - Per Share
Market Prices and Dividend Information" and "The Merger Agreement" is
incorporated herein by reference.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth in the proxy statement under "Summary
Term Sheet," "Special Factors - Background of the Merger," and "Special Factors
- - Purpose and Reasons for the Merger" is incorporated herein by reference.
(b) The information set forth in the proxy statement under "Special
Factors - Background of the Merger" is incorporated herein by reference.
(c) The information set forth in the proxy statement under "Summary
Term Sheet," "Special Factors - Background of the Merger Proposal," and "Special
Factors - Purpose and Reasons for the Merger" is incorporated herein by
reference.
(d) The information set forth in the proxy statement under "Special
Factors - Certain Effects of the Merger," "Special Factors - Effect of the
Merger on Shareholders," "Special Factors - U.S. Federal Income Tax
Consequences," and "Special Factors - Conduct of HFB Financial's Business After
the Merger" is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(e) The information set forth in the proxy statement under "Summary
Term Sheet," "Special Factors - Background of the Merger," and "Special Factors
- - Purpose and Reasons for the Merger," "Special Factors - Recommendation of the
Board of Directors; Fairness of the Merger Proposal" and "Special Factors -
Opinion of Financial Advisor" is incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINION, APPRAISALS, AND CERTAIN NEGOTIATIONS
(a)-(b) The information set forth in the proxy statement under "Summary
Term Sheet - Source of Funds, Financing of the Merger," "Special Factors -
Background of the Merger," "Special Factors - Recommendation of the Board of
Directors; Fairness of the Merger Proposal," and "Special Factors - Opinion of
the Financial Advisor," "The Merger Agreement - Conditions to the Completion of
the Merger" and Appendix B is incorporated herein by reference.
(c) The information set forth in the proxy statement under "Special
Factors - Opinion of Financial Advisor" is incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in the proxy statement under "Special
Factors - Certain Effects of the Merger - Financial Effects of the Merger;
Financing of the Merger" is incorporated herein by reference.
(c) The information set forth in the proxy statement under "Special
Factors - Fees and Expenses of the Merger," and "Financial Information - Pro
Forma Financial Statements" is incorporated herein by reference.
(d) The information set forth in the proxy statement under "Special
Factors - Certain Effects of the Merger - Financial Effects of the Merger;
Financing of the Merger" is incorporated by reference herein.
ITEM 11. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth in the proxy statement under "The Parties
- - Security Ownership of Certain Beneficial Owners" and "The Parties - Security
Ownership of Management" is incorporated herein by reference.
(b) The Company is not aware of any transactions by executive officers,
directors or controlling persons of the Company in the last 60 days.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d)-(e) The information set forth in the proxy statement under "Special
Factors - Recommendation of the Board of Directors; Fairness of the Merger
Proposal" is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
(a)(1) The audited financial statements are included with and
incorporated in the proxy statement from the Company's Annual Report on Form
10-KSB for the year ended December 31, 2002. The information in the proxy
statement referred to in "Documents Incorporated by Reference" and "Where You
Can Find More Information" is incorporated herein by reference.
(2) The unaudited financial statements are included with and
incorporated in the proxy statement from the Company's Quarterly Report on Form
10-QSB for the quarter ended June 30, 2003. The information in the proxy
statement referred to in "Documents Incorporated by Reference" and "Where You
Can Find More Information" is incorporated herein by reference.
(3) Not applicable.
(4) The information set forth in the proxy statement under "Special
Factors - Certain Effects of the Merger - Decrease in Book Value" is
incorporated herein by reference
(b) The information set forth in the proxy statement under "Summary
Financial Information - Summary Unaudited Pro Forma Financial Information of HFB
Financial" and "Pro Forma Financial Information" is incorporated herein by
reference.
ITEM 14. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a)-(b) The information set forth in the proxy statement under "The
Special Meeting - Solicitation of Proxies" is incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
The information contained in the proxy statement, including all
appendices attached thereto, is incorporated herein by reference.
ITEM 16. MATERIAL TO BE FILED AS EXHIBITS.
(a)(i) Preliminary Proxy Statement on Schedule 14A of the Company,
including all appendices thereto, as filed with the Securities and Exchange
Commission on October 30, 2003.
(a)(ii) Form of Proxy.*
(a)(iii) Letter to Shareholders, dated October 28, 2003, and Related
Press Release issued by the Company on October 28 , 2003.
(b) Not applicable.
(c)(i) Opinion of Professional Bank Services, Inc., dated __________,
2003 (a form of which is included as Appendix B to the Company's Preliminary
Proxy Statement filed as part of the Schedule 14A included as Exhibit (a) to
this Schedule 13E-3).*
(c)(ii) Cash Fair Evaluation of the Common Stock of HFB Financial
Corporation prepared by Professional Bank Services, Inc., and delivered to the
Company's Board of Directors (filed herewith).
(d) Agreement and Plan of Merger, dated as of October 28, 2003, by and
between the Company and merger subsidiary (included as Appendix A to the
Company's Proxy Statement filed as part of the Schedule 14A included as Exhibit
(a) to this Schedule 13E-3).
(f) Chapter 23 of the Tennessee Business Corporation Act (included as
Appendix C to the Company's Proxy Statement filed as part of the Schedule 14A
included as Exhibit (a) to this Schedule 13E-3).
(g) Not applicable.
* To be filed by amendment.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete, and correct.
HFB FINANCIAL CORPORATION
/s/ David B. Cook
--------------------------------
By: David B. Cook, President and CEO
HFB MERGER CORP.
/s/ David B. Cook
--------------------------------
By: David B. Cook, President
Dated: October 30, 2003
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
(a)(i) Preliminary Proxy Statement on Schedule 14A of the Company, as
filed with the Securities and Exchange Commission on October 30,
2003.
(a)(ii) Form of Proxy.*
(a)(iii) Letter to Shareholders, dated October 28, 2003, and Related Press
Release issued by the Company on October 28, 2003.
(c)(i) Form of Opinion of the Professional Bank Services, Inc., dated
___________, 2003 (included as Appendix B to the Company's Proxy
Statement filed as part of the Schedule 14A included as Exhibit
(a)(i) to this Schedule 13E-3).*
(c)(ii) Cash Fair Evaluation of the Common Stock of HFB Financial
Corporation prepared by Professional Bank Services, Inc., and
delivered to the Company's Board of Directors (filed herewith).
(d) Agreement and Plan of Merger, dated as of October 28, 2003, by
and between the Company and merger subsidiary (included as
Appendix A to the Company's Proxy Statement filed as part of the
Schedule 14A included as Exhibit (a)(i) to this Schedule 13E-3).
(e) Chapter 23 of the Tennessee Business Corporation Act (included as
Appendix C to the Company's Proxy Statement filed as part of the
Schedule 14A included as Exhibit (a)(i) to this Schedule 13E-3).
</Table>
* To be filed by amendment.