-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TvAyIXpL5NUAk7rANm0zNZSFp1w1EjH7MsBzZx1Mk5mmfwiqhYtSbPfgJxVoyFXK ugsisRXIcqHyMHP1olt7nw== 0000904280-02-000117.txt : 20020416 0000904280-02-000117.hdr.sgml : 20020416 ACCESSION NUMBER: 0000904280-02-000117 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020412 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HCB BANCSHARES INC CENTRAL INDEX KEY: 0001029740 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 621670792 STATE OF INCORPORATION: OK FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52807 FILM NUMBER: 02608787 BUSINESS ADDRESS: STREET 1: HEARTLAND COMMUNITY BANK STREET 2: 237 JACKSON ST CITY: CAMDEN STATE: AR ZIP: 71701 BUSINESS PHONE: 8708366841 MAIL ADDRESS: STREET 1: HEARTLAND COMMUNITY BANK STREET 2: 237 JACKSON STREET CITY: CAMDEN STATE: AR ZIP: 71701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HCB BANCSHARES INC CENTRAL INDEX KEY: 0001029740 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 621670792 STATE OF INCORPORATION: OK FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: HEARTLAND COMMUNITY BANK STREET 2: 237 JACKSON ST CITY: CAMDEN STATE: AR ZIP: 71701 BUSINESS PHONE: 8708366841 MAIL ADDRESS: STREET 1: HEARTLAND COMMUNITY BANK STREET 2: 237 JACKSON STREET CITY: CAMDEN STATE: AR ZIP: 71701 SC TO-I/A 1 scheduletoamend4-1843.txt AMENDMENT NO. 4 TO SCHEDULE TO As filed with the Securities and Exchange Commission on April 12, 2002 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------- AMENDMENT NO. 4 TO SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 HCB BANCSHARES, INC. - -------------------------------------------------------------------------------- (Name of Subject Company (Issuer)) HCB BANCSHARES, INC. - ISSUER - -------------------------------------------------------------------------------- Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 40413N 10 6 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Cameron D. McKeel HCB Bancshares, Inc. 237 Jackson Street, SW Camden, Arkansas 71701 (870) 836-6841 - -------------------------------------------------------------------------------- (Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copies to: Gary R. Bronstein, Esquire Joel E. Rappoport, Esquire Stradley Ronon Stevens & Young, LLP 1220 19th Street, N.W. Suite 700 Washington, D.C. 20036 (202) 822-9611 January 31, 2002 - -------------------------------------------------------------------------------- (Date Tender Offer First Published, Sent or Given to Security Holders) CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction valuation* Amount of filing fee $5,573,523.50 $512.76 - -------------------------------------------------------------------------------- * Calculated solely for the purpose of determining the filing fee, based upon the purchase of 377,866 shares at the maximum tender offer price of $14.75 per share. [X] Check the 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: $512.76 Filing Party: HCB Bancshares, Inc. Form or Registration No.: Schedule TO, 005-52807 Date Filed: January 31, 2002 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [ ] going-private transaction subject to Rule 13e-3. [X] issuer tender offer subject to Rule 13e-4. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] INTRODUCTORY STATEMENT This Amendment No. 4 (this "Amendment") amends and supplements the Tender Offer Statement (the "Schedule TO") filed with the Securities and Exchange Commission on January 31, 2002, Amendment No. 1 thereto, filed with the Securities and Exchange Commission on February 19, 2002, Amendment No. 2 thereto, filed with the Securities and Exchange Commission on February 25, 2002, and Amendment No. 3 thereto, filed with the Securities and Exchange Commission on March 15, 2002, relating to the issuer tender offer by HCB Bancshares, Inc., an Oklahoma corporation ("HCB Bancshares"), to purchase up to 377,866 shares of its common stock, $0.01 par value per share (the "Shares"), at a price not greater than $14.75 nor less than $12.75 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 31, 2002, as amended (the "Offer to Purchase"), and in the related Letter of Transmittal, which together with the Offer to Purchase, constitute the Offer. This Amendment amends Item 12 to attach press releases dated April 8, 2002 and April 12, 2002 related to the Offer as Exhibit 99(a)(5)(D) and (E). ITEM 12. EXHIBITS. 99(a)(1)(A) Amended Form of Offer to Purchase.** 99(a)(1)(B) Form of Letter of Transmittal, including the Certification of Taxpayer Identification Number on Form W-9 and Notice of Guaranteed Delivery.* 99(a)(1)(C) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees; form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, including the Instruction Form; form of Letter to Stockholders of the Company, dated January 31, 2002, from Cameron D. McKeel, President and Chief Executive Officer of the Company.* 99(a)(1)(D) Supplement No. 1 to the Offer to Purchase dated March 13, 2002.*** 99(a)(2) - Not applicable. (a)(4) 99(a)(5)(A) Form of Memorandum, dated January 31, 2002, to the Company's employees; form of Question and Answer Brochure; text of Press Release issued by the Company, dated January 31, 2002; and text of Press Announcement to be published in local and regional newspapers on or after January 31, 2002.* 99(a)(5)(B) Text of Press Release issued by the Company on February 25, 2002.** 99(a)(5)(C) Text of Press Release issued by the Company on March 15, 2002.*** 99(a)(5)(D) Text of Press Release issued by the Company on April 8, 2002. 99(a)(5)(E) Text of Press Release issued by the Company on April 12, 2002. 99(b) Not applicable. 99(d)(1) Standstill Agreement dated August 29, 2001, by and among HCB Bancshares, Inc., Stilwell Value Partners IV, L.P., Stilwell Associates, L.P., Stilwell Value LLC, and Joseph Stilwell and John G. Rich. (Incorporated herein by reference to Exhibit 99.2 to HCB Bancshares' Current Report on Form 8-K filed on September 5, 2001.) 99(d)(2) Employment Agreements by and between Heartland Community Bank and Vida H. Lampkin and Cameron D. McKeel. (Incorporated herein by reference to Exhibit 10.3(a) to HCB Bancshares' Registration Statement on Form SB-2 filed on December 31, 1996 (File No. 333-19093)). 99(d)(3) Employment Agreements by and between HCB Bancshares, Inc. and Vida H. Lampkin and Cameron D. McKeel. (Incorporated herein by reference to Exhibit 10.3(b) to HCB Bancshares' Annual Report on Form 10-K for the year ending June 30, 2000 (File No. 0-22423)). 99(g) Not applicable. 99(h) Not applicable. - ----------------------- * Previously filed as an exhibit to Schedule TO filed with the Securities and Exchange Commission on January 31, 2002. ** Previously filed as an exhibit to Amendment No. 2 to Schedule TO filed with the Securities and Exchange Commission on February 25, 2002. *** Previously filed as an exhibit to Amendment No. 3 to Schedule TO filed with the Securities and Exchange Commission on March 15, 2002. SIGNATURE 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. April 12, 2002 HCB BANCSHARES, INC. By:/s/ Cameron D. McKeel -------------------------------------- Cameron D. McKeel President and Chief Executive Officer EX-99 3 scheduletoamend4ex99a5d.txt EXHIBIT 99(A)(5)(D) - PRESS RELEASE HCB BANCSHARES, INC. PRESS RELEASE FOR IMMEDIATE RELEASE --------------------- Contact: Cameron D. McKeel Telephone No.: 870.836.6841 Facsimile No.: 870.836.2122 April 8, 2002 HCB BANCSHARES, INC. ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER Camden, Arkansas ... HCB Bancshares, Inc. (NASDAQSC: HCBB) announced today preliminary results of the modified dutch auction tender offer that expired on Friday, April 5, 2002. Approximately 306,765 shares were tendered, and HCB Bancshares expects to purchase all 306,765 of these shares at a price of $14.75 per share. Both the number of shares and the share price set forth above are preliminary and are subject to verification by Registrar & Trust Company, which acted as the depositary in the offer. The actual number of shares to be purchased and the price per share will be announced within several days upon completion of the verification process. It is currently expected that payment for all shares purchased will be made on or about Friday, April 12, 2002. The tender offer was commenced on January 31, 2002. Under the terms of the offer, HCB Bancshares, Inc. offered to repurchase up to 377,866 shares of its common stock within a price range of $12.75 per share to $14.75 per share. Based upon the preliminary results, the value of the shares to be purchased will be $4.5 million. The preliminary number of shares to be purchased represents approximately 16.2% of HCB Bancshares, Inc.'s 1,889,329 shares of common stock outstanding on April 5, 2002. This 16.2% share repurchase is one tool the company has utilized in conjunction with regular cash dividends and on-going share repurchases to enhance stockholder value. The board of directors will continue to explore and implement all possible ways to enhance stockholder value. HCB Bancshares, Inc. is the holding company for HEARTLAND Community Bank, which conducts business through its main office located in Camden, Arkansas and five branch offices located in Bryant, Camden, Fordyce, Monticello and Sheridan, Arkansas. EX-99 4 scheduletoa4ex99a5e-1843.txt EXHIBIT 99(A)(5)(E) - PRESS RELEASE HCB BANCSHARES, INC. PRESS RELEASE FOR IMMEDIATE RELEASE --------------------- Contact: Cameron D. McKeel Telephone No.: 870.836.6841 Facsimile No.: 870.836.2122 April 12, 2002 HCB BANCSHARES, INC. ANNOUNCES FINAL RESULTS OF TENDER OFFER Camden, Arkansas ... HCB Bancshares, Inc. (NASDAQSC: HCBB) announced today final results of the modified dutch auction tender offer that expired on Friday, April 5, 2002. Consistent with preliminary results released April 8, 2002, HCB Bancshares, Inc. will purchase all 306,765 shares tendered at the price of $14.75 per share. The value of the shares to be purchased is $4.5 million and the number of shares to be purchased represents approximately 16.2% of HCB Bancshares, Inc.'s 1,889,329 shares of common stock outstanding on April 12, 2002. After the transaction, there will be 1,582,564 shares of common stock outstanding. "We are pleased with the success of the tender offer," stated President and Chief Executive Officer Cameron D. McKeel. "At the price level at which the shares were repurchased, this transaction is accretive to earnings per share." HCB Bancshares, Inc. is the holding company for HEARTLAND Community Bank, which conducts business through its main office located in Camden, Arkansas and five branch offices located in Bryant, Camden, Fordyce, Monticello and Sheridan, Arkansas. -----END PRIVACY-ENHANCED MESSAGE-----