SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-K/A
(Amendment No. 1)
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2002
Commission File Number: 0-22423
HCB BANCSHARES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Oklahoma 62-1670792
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(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
237 Jackson Street, Camden, Arkansas 71701-3941
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (870) 836-6841
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Securities registered pursuant to Section (b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, as of a
specified date within the past 60 days: $17,943,227 (1,192,241 shares at the
last sale price on August 31, 2002 ($15.05 per share); for this purpose,
directors, executive officers and 5% stockholders have been deemed to be
affiliates).
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 1,503,436 shares of common
stock as of August 31, 2002.
DOCUMENTS INCORPORATED BY REFERENCE
The following lists the documents incorporated by reference and the Part of
the Form 10-K into which the document is incorporated:
1. Portions of Annual Report to Stockholders for the Fiscal Year Ended June
30, 2002. (Parts II and IV)
2. Portions of Proxy Statement for the 2002 Annual Meeting of Stockholders.
(Part III)
EXPLANATORY NOTE:
This Form 10-K/A is being filed to correct several inadvertent
typographical errors in Exhibit 13 to the Annual Report on Form 10-K of HCB
Bancshares, Inc. (the "Company") for the fiscal year ended June 30, 2002. This
Form 10-K/A corrects typographical errors in the Consolidated Statements of
Stockholders' Equity on page 24 of Exhibit 13 and on the column header of the
Rate-Volume table appearing on page 12 of Exhibit 13. This Form 10-K/A also
amends Item 12 to include information herewith rather than incorporating such
information by reference to the Company's definitive proxy materials.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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(a) SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table sets forth certain information with respect to the
Company's equity compensation plans.
NUMBER OF SECURITIES REMAINING
AVAILABLE FOR FUTURE ISSUANCE
NUMBER OF SECURITIES TO BE ISSUED WEIGHTED-AVERAGE EXERCISE UNDER EQUITY COMPENSATION
UPON EXERCISE OF OUTSTANDING PRICE OF OUTSTANDING PLANS (EXCLUDING SECURITIES
PLAN CATEGORY OPTIONS, WARRANTS AND RIGHTS OPTIONS, WARRANTS AND RIGHTS REFLECTED IN COLUMN (A))
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Equity compensation plans 218,550 $9.14 51,607
approved by security holders
Equity compensation plans not 0 0 0
approved by security holders
Total 218,550 $9.14 51,607
(b) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Information required by this item is incorporated herein by reference
to the section captioned "Voting Securities and Beneficial Ownership"
in the Proxy Statement.
(c) SECURITY OWNERSHIP CERTAIN BENEFICIAL OWNERS
Information required by this item is incorporated herein by reference
to the sections captioned "Voting Securities and Beneficial Ownership"
in the Proxy Statement.
(d) CHANGES IN CONTROL
Management of the Company knows of no arrangements, including any
pledge by any person of securities of the Company, the operation of
which may at a subsequent date result in a change in control of the
registrant.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
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(a) LIST OF DOCUMENTS FILED AS PART OF THIS REPORT
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(1) Financial Statements. The following consolidated financial
statements are incorporated by reference from Item 8 hereof:
Independent Auditors' Report
Consolidated Statements of Financial Condition as of June
30, 2002 and 2001
1
Consolidated Statements of Income and Comprehensive Income
for the years ended June 30, 2002, 2001 and 2000
Consolidated Statements of Stockholders' Equity for the
years ended June 30, 2002, 2001 and 2000
Consolidated Statements of Cash Flows for the years ended
June 30, 2002, 2001 and 2000
Notes to Consolidated Financial Statements for the years
ended June 30, 2002, 2001 and 2000
(2) Financial Statement Schedules. All schedules for which provision
is made in the applicable accounting regulations of the
Securities and Exchange Commission are omitted because of the
absence of conditions under which they are required or because
the required information is included in the Consolidated
Financial Statements and related Notes thereto.
(3) Exhibits. The following is a list of exhibits filed as part of
this Annual Report on Form 10-K and is also the Exhibit Index.
NO. DESCRIPTION
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3.1 Articles of Incorporation of HCB Bancshares, Inc. *
3.2 Bylaws of HCB Bancshares, Inc. ****
4 Form of Common Stock Certificate of HCB Bancshares, Inc. *
10.1 Form of HCB Bancshares, Inc. 1997 Stock Option and Incentive Plan *+
10.2 Form of HCB Bancshares, Inc. Management Recognition Plan and Trust Agreement *+
10.3(a) Employment Agreements by and between Heartland Community Bank and Vida H. Lampkin
and Cameron D. McKeel *+
10.3(b) Employment Agreements by and between HCB Bancshares, Inc. and Vida H. Lampkin and
Cameron D. McKeel **+
10.4 Intentionally omitted.
10.5 Heartland Community Bank Directors' Retirement Plan, as amended*+
10.6(a) Change-in-Control Protective Agreement between Heartland Community Bank and Scott
A. Swain *****+
10.6(b) Change-in-Control Protective Agreement between HCB Bancshares, Inc. and Scott A.
Swain *****+
10.7(a) Employment Agreement by and between Heartland Community Bank and Charles Black ******+
10.7(b) Employment Agreement by and between HCB Bancshares, Inc. and Charles Black ******+
10.8 Standstill Agreement dated August 29, 2001, by and among HCB Bancshares, Inc. and
Stilwell Value Partners IV, L.P., Stilwell Associates, L.P., Stilwell Value LLC and
Joseph Stilwell***
13 Annual Report to Stockholders for the fiscal year ended June 30, 2002
2
21 Subsidiaries ******
23.1 Consent of BKD, LLP ******
23.2 Consent of Deloitte & Touche LLP ******
99 Certification
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* Incorporated by reference to the Company's Registration Statement on Form
SB-2 (File No. 333-19093).
** Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended June 30, 2000 (File No. 0-22423)
*** Incorporated by reference to the Company's Current Report on Form 8-K filed
on September 5, 2001 (File No. 0-22423).
**** Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2001 (File No. 0-22423)
***** Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended December 31, 2001 (File No. 0-22423)
****** Previously filed.
+ Management contract or compensatory plan or arrangement.
(b) REPORTS ON FORM 8-K. On April 26, 2002, the Registrant filed a Current
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Report on Form 8-K under item 5 to report the commencement of a stock repurchase
program.
(c) EXHIBITS. The exhibits required by Item 601 of Regulation S-K are
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either filed as part of this Annual Report on Form 10-K or incorporated by
reference herein.
(d) FINANCIAL STATEMENTS AND SCHEDULES EXCLUDED FROM ANNUAL REPORT. There
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are no other financial statements and financial statement schedules which were
excluded from the Annual Report to Stockholders pursuant to Rule 14a-3(b) which
are required to be included herein.
3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
HCB BANCSHARES, INC.
Date: October 18, 2002 By: /s/ Cameron D. McKeel
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Cameron D. McKeel
President and Chief Executive Officer
(Duly Authorized Representative)
CERTIFICATION
I, Cameron D. McKeel, President and Chief Executive Officer of HCB
Bancshares, Inc., certify that:
1. I have reviewed this annual report on Form 10-K of HCB Bancshares, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of material fact or omit to state a material fact necessary to
make the statement made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows on
the registrant as of, and for, the periods presented in this annual report.
Date: October 18, 2002
By: /s/ Cameron D. McKeel
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Cameron D. McKeel
Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION
I, Scott A. Swain, Senior Vice President and Chief Financial Officer of HCB
Bancshares, Inc., certify that:
1. I have reviewed this annual report on Form 10-K of HCB Bancshares, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of material fact or omit to state a material fact necessary to
make the statement made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows on
the registrant as of, and for, the periods presented in this annual report.
Date: October 18, 2002
By: /s/ Scott A. Swain
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Scott A. Swain
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)