Securities and Exchange Commission
Washington, D.C. 20549
Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934
(Amendment No. 3)
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 [X]
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").
[X] 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: $37.89
Form or Registration No.: Schedule 13E-3
Filing Party: HFB Financial Corporation
Date Filed: October 30, 2003
INTRODUCTION
This Amendment No. 3 (the "Amendment") amends and supplements the Rule
13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") filed with
the Securities and Exchange Commission on October 30, 2003 and amended on
December 23, 2003 and January 15, 2004 by HFB Financial Corporation, a Tennessee
corporation and registered bank holding company (the "Company"), and HFB Merger
Corp., a newly-formed, wholly-owned subsidiary of the Company (the "merger
subsidiary"), in connection with the proposed merger (the "merger") of merger
subsidiary with and into the Company, with the Company being the surviving
corporation to the merger pursuant to an Agreement and Plan of Merger, dated as
of October 28, 2003 (the "merger agreement"), between the Company and merger
subsidiary. A copy of the merger agreement is attached as Appendix A to the
proxy statement that was previously filed as Exhibit(a)(i) to Amendment No. 2 to
Schedule 13E-3. This final Amendment is being filed pursuant to Rule 13e-3(d)(3)
as the final Amendment to Schedule 13E-3 to report the results of the
transaction contemplated by the merger agreement.
On Tuesday, February 24, 2004, at a special meeting of the shareholders
of the Company, the shareholders approved and adopted the merger agreement and
the merger contemplated thereby. The Company and merger subsidiary subsequently
filed Articles of Merger with the Secretary of State of the State of Tennessee
and the merger became effective at 5:00 pm, Eastern Time, on February 27, 2004
("Effective Time"). Pursuant to the terms of the merger agreement, each share
of the Company's common stock, par value $1.00 per share ("Company stock"), held
by a shareholder who owned, as of the Effective Time, fewer than 250 shares of
Company stock, was converted into the right to receive $22.75 in cash from the
Company. The Company has arranged with Registrar & Transfer Company, Roselle,
New Jersey, the Company's transfer agent, for letters of transmittal and other
appropriate documents to be mailed promptly to all such shareholders. As a
result of the merger, there are now fewer than 300 holders of record of Company
stock.
The Company issued a press release on February 27, 2004 announcing the
consummation of the merger. A copy of the press release is attached as Exhibit
99.1 to the Form 8-K filed by the Company on March 2, 2004.
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: March 9, 2004