UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): January 13, 2004
HCB Bancshares, Inc.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Oklahoma No. 0-22423 62-1670792
- ---------------------------- ---------------------- ----------------
(State or Other Jurisdiction Commission File Number (I.R.S. Employer
of Incorporation) Identification No.)
237 Jackson Street, Camden, Arkansas 71701
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (870) 836-6841
--------------
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
- ------------------------------------------------
On January 14, 2004, HCB Bancshares, Inc. (the "Company") announced that it
had entered into an Agreement of Acquisition (the "Agreement"), dated as of
January 13, 2004 with Rock Bancshares, Inc. ("RBI"), pursuant to which all of
the issued and outstanding stock of the Company will be acquired by RBI (the
"Share Acquisition"). Pursuant to the Share Acquisition, RBI will acquire all of
the issued and outstanding shares of common stock of HCB at a purchase price of
$18.63 per share, subject to an adjustment to $18.62 per share if the
acquisition is consummated on or prior to July 31, 2004 and $18.61 if
consummated on or prior to June 30, 2004. In each case the per share stock price
is also subject to a price adjustment by an amount based on the amount by which
HCB's stockholder's equity on the last date of the calendar month preceding the
closing is less than $26,500,000, excluding certain transaction costs and other
related expenses. Holders of options to acquire shares of HCB common stock will
receive a cash payment equal to the share acquisition price less the exercise
price applicable to such option. In addition, RBI has made a cash deposit of
$750,000 that will be applied to the purchase price and would be forfeited by
RBI under certain circumstances, including the failure to obtain regulatory
approval by August 31, 2004.
Consummation of the Share Acquisition is subject to a number of customary
conditions, including, but not limited to: (i) the adoption and approval of the
Agreement by the shareholders of the Company; and (ii) the receipt of all
requisite regulatory approvals.
For additional information, reference is made to the Agreement and a press
release dated January 14, 2004, which are included as Exhibits 2 and 99,
respectively, and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
- ---------------------------------------------------------------------------
(a) Not applicable
(b) Not applicable
(c) The following exhibits are filed herewith:
Exhibit 2 Agreement of Acquisition dated January 13, 2004, by and
between HCB Bancshares, Inc. and Rock Bancshares, Inc.
The following schedules and exhibits to the Agreement
are omitted and the Registrant agrees to supplementally
furnish a copy of any omitted schedules and exhibits to
the Commission upon request.
Schedules
---------
1.04 Compensatory Stock Options
1.05 Restricted Stock
2.03(d) Conversion of Securities - Adjustments to
Equity Capital
3.03(g) Conduct of HCB to Date
3.07 Directors' Retirement Plan
4.01 Representations and Warranties
(j) taxes
(k)(1) litigation
(k)(2) regulatory
(l) material contracts
(r) financial advisory fees and commissions
(t) environmental
Exhibits
--------
A Opinion of Counsel to Registrant
B Opinion of Counsel to RBI
Exhibit 99 Press Release dated January 14, 2004
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.
HCB BANCSHARES, INC.
By:/s/ Charles T. Black
--------------------------------
Charles T. Black
President and Chief Executive
Officer
(Duly Authorized Representative)
Dated: January 16, 2004