SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 HMN FINANCIAL, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ March 13, 1998 Mr. Richard J. Nelson BY TELECOPY LaSalle Financial Partners, L.P. Suite 405 - 259 Michigan Ave. Kalamazoo, Michigan 49007 Dear Mr. Nelson: In confirmation of our telephone conversation this afternoon, the Board of Directors of the Company has considered your suggestion that we add Mr. Burton as an additional director. As I have previously conveyed to you, we are always open to suggestions that our investors may have for improving the performance of the Company or its governance. The Board has concluded that it would not be appropriate to add Mr. Burton to the Board. While the Board recognizes (and of course would prefer to avoid) the inevitable expenses associated with the potential litigation referred to in your March 11th letter, the Board has concluded that it would be inappropriate from a corporate governance perspective to place Mr. Burton on the Board merely in an attempt to avoid that litigation. The Board does periodically consider its makeup, as evidenced by our nomination of Mr. Geisler in 1996 and Mr. Benson in 1997, each of whom has been a valuable addition to the Board. If we were to consider expanding the Board, the Board would, of course, want to go through a careful and deliberative process to identify the best candidates that could add the most value for our stockholders. We continue to believe that litigation will not be productive, and believe that the issue of whether Mr. Burton should be elected to the Board is best decided by a vote of ALL of the Company's stockholders. Should you decide to pursue the litigation referred to in your March 11th letter, however, the Company is prepared to vigorously protect the interests of the Company and its stockholders. Thank you for your interest. Very truly yours, HMN Financial, Inc. Roger P. Weise President