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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 14, 1998
HF BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0576146
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
COMMISSION FILE NUMBER: 2-25722
445 E. FLORIDA AVENUE
HEMET, CALIFORNIA 92543
(Address of principal executive offices and zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (909) 658-4411
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable
ITEM 5. OTHER EVENTS
On November 14, 1998, H.F. Bancorp, Inc. (the "Company") and its
subsidiary, Hemet Federal Savings & Loan Association (the "Bank"), entered into
an Agreement and Plan of Merger with Temple-Inland Inc., ("TI") and its
subsidiary Guaranty Federal Bank, F.S.B. ("Guaranty"), pursuant to which the
Company will merge with TI (or a TI subsidiary) and the Bank will be merged into
Guaranty. Company stockholders will receive $18.50 per share for their stock, in
cash, TI stock, or a combination of the two at the election of the stockholders,
subject to a maximum of approximately 1,216,470 shares of stock in the aggregate
to be issued in the transaction; provided, however, that if the transaction does
not qualify as a tax-deferred reorganization, all Company stockholders will
receive cash equal to $18.50 per share. The transaction, which is subject to
regulatory approval and approval by the stockholders of the Company, is
anticipated to close during the second quarter of calendar 1999.
In connection with the transaction, the Company granted TI an
option, exercisable under certain circumstances, to purchase up to approximately
1,272,665 shares of Company stock, representing about 19.9% of the shares
presently outstanding, at a price of $16.0625 per share.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not Applicable
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements
Not Applicable
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(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
99.1 Agreement And Plan Of Merger By And Among
Temple-Inland, Inc., HF Bancorp, Inc.,
Guaranty Federal Bank, F.S.B. And Hemet
Federal Savings & Loan Association.
99.2 Form of Agreement Of Bank Merger by and
between Hemet Federal Savings & Loan
Association and Guaranty Federal Bank,
F.S.B.
99.3 Form Of Affiliate Letter Addressed To
Temple-Inland, Inc.
99.4 Form Of Shareholder's Agreement by and
between Temple- Inland Inc., a Delaware
corporation and shareholder(s) of HF
Bancorp.
99.5 Stock Option Agreement dated as of November
14, 1998, between Temple-Inland Inc. and HF
Bancorp, Inc.
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
Not Applicable
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
HF BANCORP, INC.
(Registrant)
Date: November 24, 1998 By /s/ Richard S. Cupp
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Richard S. Cupp
President and Chief Executive
Officer
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Exhibit Index
99.1 Agreement And Plan Of Merger By And Among Temple-Inland, Inc., HF
Bancorp, Inc., Guaranty Federal Bank, F.S.B. And Hemet Federal
Savings & Loan Association.
99.2 Form of Agreement Of Bank Merger by and between Hemet Federal
Savings & Loan Association and Guaranty Federal Bank, F.S.B.
99.3 Form Of Affiliate Letter Addressed To Temple-Inland, Inc.
99.4 Form Of Shareholder's Agreement by and between Temple-Inland
Inc., a Delaware corporation and shareholder(s) of HF Bancorp.
99.5 Stock Option Agreement dated as of November 14, 1998, between
Temple-Inland Inc. and HF Bancorp, Inc.
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