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EXHIBIT 99.1
HF BANCORP, INC. RICHARD S. CUPP, PRESIDENT/CEO
MARK R. ANDINO, CFO
For additional information, please contact Richard Cupp or Mark Andino
(909) 658-4418, Extension 2190
Facsimile: (909) 925-5398
Electronic Mail: CORPINFO@HEMETFED.COM
November 16, 1998
For Immediate Release
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TEMPLE-INLAND, INC. TO ACQUIRE HF BANCORP, INC.
Hemet, California, November 16, 1998 -- Richard S. Cupp, President and
Chief Executive Officer of HF Bancorp, Inc. (Nasdaq: HEMT), the holding company
for Hemet Federal Savings & Loan Association ("Bank") today announced that it
has entered into a definitive merger agreement with Temple-Inland, Inc. (NYSE:
TIN), the parent company of Guaranty Federal Bank, F.S.B., by which HF Bancorp
will be merged with Temple-Inland, and Hemet Federal will be merged with
Guaranty Federal. The transaction, which is subject to approval by the HFB
stockholders and by regulatory authorities, is expected to close during the
second quarter of 1999.
Terms of the agreement provide for HFB stockholders to receive a
combination of Temple-Inland common stock and cash valued at $18.50 per share,
for a total consideration of approximately $120 million. Subject to certain
limitations, each HFB stockholder will be given the election to have the
consideration for their shares paid in Temple-Inland common stock, cash or a
combination of the two. Temple-Inland, however, will issue no more than
approximately 1,225,000 shares of common stock in the transaction. If the HFB
stockholders electing to receive Temple-Inland common stock do not represent a
sufficient portion of the total consideration in order for the transaction to
receive favorable tax treatment for the HFB stockholders, the entire merger
consideration will be paid in cash. When the transaction is completed, the
operations of Hemet Federal will be merged into Guaranty Federal.
In connection with the execution of the merger agreement, HFB granted
Temple-Inland an option, exercisable under certain circumstances, to purchase
approximately 1,273,000 shares of its common stock, representing approximately
19.9 percent of the shares presently outstanding, at a price of approximately
$16.00 per share.
Clifford J. Grum, Chairman and Chief Executive Officer of Temple-Inland
said, "This transaction represents another step in our strategy to grow
financial services through acquisitions that provide growth in earning power and
continued high returns. Hemet Federal has an excellent branch network in
Southern California that, together with our facilities in the Central Valley of
California, provides an effective vehicle for participating in the future growth
of California."
Richard S. Cupp, President and Chief Executive Officer of HFB said, "This
business combination with Guaranty Federal will bring substantial benefits to
the customers and communities served by Hemet Federal. We will be able to
provide greater resources, deliver enhanced products and be able to compete far
more effectively under the Guaranty banner. Hemet Federal and Guaranty's
Northern California operations are quite similar in size and market position. We
share a commitment to strong customer service and excellent community
relations."
Guaranty Federal operates 135 banking centers in Texas and California with
over $11 billion in assets and $7.5 billion in deposits.
Temple-Inland, Inc. based in Diboll, Texas, is a major manufacturer of
paper, corrugated packaging and building products, with financial services
operations in mortgage and consumer banking. Its common stock is traded on the
New York and Pacific Exchanges under the symbol "TIN".
HF Bancorp, Inc. and Hemet Federal are headquartered in Hemet, California.
Hemet Federal operates 18 branches in Riverside and San Diego counties. HF
Bancorp's stock is traded on the Nasdaq National Market under the symbol "HEMT".