SCHEDULE 14A INFORMATION
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)
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Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[X] Soliciting Material Rule 14a-12
HCB BANCSHARES, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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[ ] 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:
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5. Total fee paid:
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[ ] Fee paid previously with preliminary materials:____________________________
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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.
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2. Form, Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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[HCB BANCSHARES, INC. LOGO]
PRESS RELEASE FOR IMMEDIATE RELEASE
Contact: Charles T. Black
Chairman of the Board
President & Chief Executive Officer
HCB Bancshares, Inc.
P.O. Box 878 Camden, Arkansas 71701-0878
(870) 836-6841
HCB BANCSHARES, INC. TO SELL 100% OF ITS STOCK
TO ROCK BANCSHARES, INC.
CAMDEN, ARKANSAS (January 14, 2004) - HCB Bancshares, Inc. (NASDAQ: HCBB),
Camden, Arkansas ("HCB"), announced today the execution of a definitive
agreement providing for the acquisition of HCB by Rock Bancshares, Inc. ("RBI").
The acquisition has been structured as a share acquisition whereby 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.
The share acquisition has been approved by the board of directors of each
of HCB and RBI and shall be subject to the approval of the stockholders of HCB.
The transaction is also subject to the approval of the Office of Thrift
Supervision.
RBI is a privately held Arkansas corporation, which has been newly formed
in order for it to acquire HCB. The president of RBI is L. Walter Quinn.
HCB is a savings and loan holding company and the sole stockholder of
HEARTLAND Community Bank, a federal savings bank which operates through five
full service banking offices, two located in Camden, Arkansas, and the others
are located in each of Fordyce, Bryant, and Sheridan, Arkansas. At September 30,
2003, the Company had total assets of $242.1 million, total liabilities of $215
million, including deposits of $145.9 million and stockholders' equity of $27
million.
Stockholders of HCB and other investors are urged to read the proxy
statement to be filed by HCB with the U.S. Securities and Exchange Commission
(the "SEC") in connection with the proposed share acquisition. The proxy
statement will contain important information about RBI, HCB and the share
acquisition. Certain officers and directors of HCB will be soliciting proxies
from the stockholders of HCB in favor of the share acquisition. A description of
the their direct and indirect interests in the share acquisition, including
their stock ownership in HCB, will be included in the proxy
statement. The directors and officers of HCB who will be soliciting proxies are
Charles T. Black, Paula J. Bergstrom, Scott A. Swain, Henry A. Pryor, John G.
Rich, Clifford O. Steelman, Carl E. Parker, Jr., Bruce D. Murry and F. Michael
Akin. After it is filed with the SEC, the proxy statement will be available for
free both on the SEC's website (www.sec.gov) and from HCB and Charles T. Black
as the address set forth below. HCB also files annual, quarterly and current
reports and proxy statements with the SEC. Investors may read and copy any
reports, statements or other financial information filed by HCB on the SEC's
website or at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, DC 20549 or at the SEC's other public references rooms in New York,
New York and Chicago, Illinois.