<PAGE>
<PAGE>
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
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-1(c) or Rule
14a-12
[ ] Confidential, For Use of the Commission Only (as permitted
by Rule 14a-6(c)(2))
HCB BANCSHARES, INC.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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:
____________________________________________<PAGE>
<PAGE>
[HCB BANCSHARES, INC. LETTERHEAD]
October 15, 1997
Dear Stockholder:
We invite you to attend the annual meeting of stockholders
of HCB Bancshares, Inc. to be held at the Charles O. Ross
Center, 746 California Avenue, S.W., Camden, Arkansas, on
Thursday, November 13, 1997 at 10:00 a.m., local time.
The accompanying notice and proxy statement describe the
formal business to be transacted at the meeting. During the
meeting, we will also report on the operations of the Company's
principal subsidiary, HEARTLAND Community Bank. Directors and
officers of the Company, as well as representatives of Miller,
England & Company, the Company's independent auditors, will be
present to respond to any questions the stockholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN,
DATE AND RETURN THE ACCOMPANYING PROXY CARD AS SOON AS POSSIBLE
EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING. Your
vote is important, regardless of the number of shares you own.
This will not prevent you from voting in person but will assure
that your vote is counted if you are unable to attend the
meeting.
Sincerely,
/s/ Vida H. Lampkin
Vida H. Lampkin
Chairman of the Board, President
and Chief Executive Officer<PAGE>
<PAGE>
HCB BANCSHARES, INC.
237 JACKSON STREET, S.W.
CAMDEN, ARKANSAS 71701-3941
(870) 836-6841
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 13, 1997
NOTICE IS HEREBY GIVEN that the annual meeting of stock-
holders (the "Annual Meeting") of HCB Bancshares, Inc. (the
"Company") will be held at the Charles O. Ross Center, 746
California Avenue, S.W., Camden, Arkansas, on Thursday, November
13, 1997 at 10:00 a.m., local time.
A proxy statement and proxy card for the Annual Meeting
accompany this notice.
The Annual Meeting is for the purpose of considering and
acting upon:
1. The election of two directors of the Company; and
2. The transaction of such other matters as may
properly come before the Annual Meeting or any
adjournments thereof.
The Board of Directors is not aware of any other business
to come before the Annual Meeting.
Any action may be taken on any one of the foregoing pro-
posals at the Annual Meeting on the date specified above or on
any date or dates to which, by original or later adjournment,
the Annual Meeting may be adjourned. Stockholders of record at
the close of business on September 30, 1997 are the stockholders
entitled to vote at the Annual Meeting and any adjournments
thereof.
You are requested to fill in and sign the accompanying
proxy card which is solicited by the Board of Directors and to
mail it promptly in the accompanying envelope. The proxy card
will not be used if you attend and vote at the Annual Meeting in
person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Paula J. Bergstrom
PAULA J. BERGSTROM
SECRETARY
Camden, Arkansas
October 10, 1997
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE
COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO
ENSURE A QUORUM. THE ACCOMPANYING PROXY CARD IS ACCOMPANIED BY
A SELF-ADDRESSED ENVELOPE FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
<PAGE>
<PAGE>
PROXY STATEMENT
OF
HCB BANCSHARES, INC.
237 JACKSON STREET, S.W.
CAMDEN, ARKANSAS 71701-3941
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 13, 1997
GENERAL
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of HCB
Bancshares, Inc. (the "Company") to be used at the annual
meeting of stockholders (the "Annual Meeting") which will be
held at the Charles O. Ross Center, 746 California Avenue, S.W.,
Camden, Arkansas, on Thursday, November 13, 1997 at 10:00 a.m.,
local time. This proxy statement and the accompanying notice
and proxy card are being first mailed to stockholders on or
about October 15, 1997.
VOTING AND REVOCABILITY OF PROXIES
Stockholders who execute proxies retain the right to revoke
them at any time. Unless so revoked, the shares represented by
such proxies will be voted at the Annual Meeting and all
adjournments thereof. Proxies may be revoked by written notice
to Paula J. Bergstrom, Secretary of the Company, at the address
shown above, by filing a later dated proxy prior to a vote being
taken on a particular proposal at the Annual Meeting or by
attending the Annual Meeting and voting in person.
Proxies solicited by the Board of Directors of the Company
will be voted in accordance with the directions given therein.
WHERE NO INSTRUCTIONS ARE INDICATED, PROXIES WILL BE VOTED FOR
THE NOMINEES FOR DIRECTORS SET FORTH IN THIS PROXY STATEMENT.
The proxy confers discretionary authority on the persons named
therein to vote with respect to the election of any person as a
director where the nominee is unable to serve or for good cause
will not serve, and matters incident to the conduct of the
Annual Meeting. If any other business is presented at the
Annual Meeting, proxies will be voted by those named therein in
accordance with the determination of a majority of the Board of
Directors. Proxies marked as abstentions, as well as shares
held in street name which have been designated by brokers on
proxy cards as not voted, will not be counted as votes cast.
Proxies marked as abstentions or as broker non-votes, however,
will be treated as shares present and eligible to vote for
purposes of determining whether a quorum is present.
VOTING SECURITIES AND BENEFICIAL OWNERSHIP
Stockholders of record as of the close of business on
September 30, 1997 (the "Record Date") are entitled to one vote
for each share then held. At the Record Date, the Company had
2,645,000 shares of common stock, par value $.01 per share (the
"Common Stock"), issued and outstanding. The presence, in
person or by proxy, of at least one-third of the total number of
shares of Common Stock outstanding and entitled to vote will be
necessary to constitute a quorum at the Annual Meeting.
-1-<PAGE>
<PAGE>
Persons and groups owning in excess of 5% of the Company's
Common Stock are required to file certain reports regarding such
ownership pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The following table sets forth,
at the Record Date, certain information as to the Common Stock
believed by management to be beneficially owned by persons
owning in excess of 5% of the Company's Common Stock and by all
directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Amount And Percent of
Nature of Shares of
Name And Address Beneficial Common Stock
Of Beneficial Owner Ownership Outstanding
- ------------------ ---------- -----------
<S> <C> <C>
HCB Bancshares, Inc.
Employee Stock Ownership Plan ("ESOP")
237 Jackson Street, S.W.
Camden, Arkansas 71701-0878 211,600 (1) 8.00%
All directors and
executive officers
as a group (8 persons) 110,299 4.17%
<FN>
_________________
(1) Represents unallocated shares held in a suspense account for future
allocation among participating employees as the loan used to purchase the
shares is repaid. The ESOP trustee, First Commercial Trust Company, N.A.,
Little Rock, Arkansas, votes all allocated shares in accordance with
instructions of the participants. Unallocated shares and shares for which
no instructions have been received, if any, are voted by the ESOP trustee
in the same ratio as participants direct the voting of allocated shares
or, in the absence of such direction, in the ESOP trustee's best judgment.
</FN>
</TABLE>
ELECTION OF DIRECTORS
GENERAL
The Company's Board of Directors consists of seven members.
The Company's Certificate of Incorporation requires that
directors be divided into three classes, as nearly equal in
number as possible, with approximately one-third of the
directors elected each year. The Board of Directors has
nominated Carl E. Parker, Jr. and Roy Wayne Moseley to serve as
directors for a three-year period. All nominees currently are
members of the Board. Under Oklahoma law, directors are elected
by a plurality of all shares present and entitled to vote at a
meeting at which a quorum is present.
If any nominee is unable to serve, the shares represented
by all valid proxies will be voted for the election of such
substitute as the Board of Directors may recommend or the size
of the Board may be reduced to eliminate the vacancy. At this
time, the Board knows of no reason why any nominee might be
unavailable to serve.
The following table sets forth the names of the persons
nominated by the Board of Directors for election as directors.
Also set forth is certain other information with respect to each
person's age, the year he or she first became a director of the
Company's principal subsidiary, HEARTLAND Community Bank (the
"Bank"), the expiration of his or her term as a director, and
the number and percentage of shares of Common Stock beneficially
owned. Each director of the Company is also a member of the
Board of Directors of the Bank.
-2-<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Shares of
Year First Common Stock
Elected as Current Beneficially
Age at Director of Term Owned at the Percent
Name June 30, 1997 the Bank To Expire Record Date Of Class
- ----------------------------------------------------------------------------------
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2000
<S> <C> <C> <C> <C> <C>
Carl E. Parker, Jr. 50 1981 1997 25,000 .95%
Roy Wayne Moseley 61 1990 1997 9,877 .37
DIRECTORS CONTINUING IN OFFICE
Vida H. Lampkin 59 1983 1998 25,000 .95
Clifford Steelman 56 1984 1998 25,000 .95
Cameron D. McKeel 58 1996 1999 9,500 .35
Bruce D. Murry 58 1994 1999 5,922 .23
Lula Sue Silliman 70 1962 1999 10,000 .37
</TABLE>
Set forth below is information regarding the Company's
directors. Unless otherwise stated, all directors have held the
positions indicated for at least the past five years.
CARL E. PARKER, JR. has been General Manager of Camden
Monument Co. from 1970 to the present. He is a member of the
Camden, Arkansas Rotary Club and Chamber of Commerce.
ROY WAYNE MOSELEY has been the owner of Wayne's Greenhouse,
a wholesale flower production business, in Fordyce, Arkansas
since 1960. Mr. Moseley serves as the Fordyce, Arkansas Fire
Chief.
VIDA H. LAMPKIN has served as Chairman of the Board,
President and Chief Executive Officer of the Company since
December 1996 and has been the Chairman of the Board, President
and Chief Executive Officer of the Bank since January 1990.
Mrs. Lampkin also serves as the Chairman of the Board, President
and Chief Executive Officer of the Bank's subsidiary savings
bank. Mrs. Lampkin is currently a Board member of the Arkansas
League of Savings Institutions, a member of the Arkansas
Community of Excellence Committee for Camden, and is immediate
past president of the Camden Chamber of Commerce.
CLIFFORD STEELMAN has been employed by the Camden Kraft
Packaging Plant, International Paper, Camden, Arkansas, since
1968. Mr. Steelman has served as Manager of Human Resources for
the Camden Plant since 1978. He is currently serving on the
Employers Advisory Committee for the Arkansas Employment
Security Division and is a member of the Board of Directors of
the Camden Fairview School District.
CAMERON D. MCKEEL has served as Vice President of the
Company since December 1996 and as Executive Vice President of
the Bank since May 1996. Mr. McKeel also serves as a director
of the Bank's subsidiary savings bank. Prior to joining the
Bank, Mr. McKeel was Executive Vice President of Arkansas State
Bank in Clarksville, Arkansas.
-3-
<PAGE>
<PAGE>
He has been secretary for the Clarksville Lions Club and is a
member of First Baptist Church of Clarksville and Camden Noon
Lions Club.
BRUCE D. MURRY is owner of Bruce's, Inc., a retail
establishment, located in Camden, Arkansas. He was president of
the Camden Chamber of Commerce in 1995 and is a member of the
Economic Development Task Force.
LULA SUE SILLIMAN served as partner and office manager of
the Silliman Insurance Agency, Inc. from 1949 until her
retirement in 1970.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company holds regular monthly
meetings and special meetings as needed. During the year ended
June 30, 1997, the Company's Board met seven times. No director
attended fewer than 75% in the aggregate of the total number of
Board and committee meetings held while he or she was a member
during the year.
The Company's Board of Directors performs the functions of
an audit committee and met one time in this capacity with
respect to the fiscal 1997 audit and independent auditors'
report.
The Compensation Committee consists of the non-employee
directors, which for fiscal 1997 consisted of Messrs. Moseley,
Murry and Parker, Ms. Silliman and Mr. Steelman. This committee
reviews the performance of the officers of the Company and its
subsidiaries and met one time with respect to compensation for
fiscal 1997.
The Company does not have a standing nominating committee.
Under the Company's current Bylaws, the Company's full Board of
Directors acts as the nominating committee. The Board of
Directors met one time in this capacity with respect to the
nominees for election as directors at the Annual Meeting.
EXECUTIVE COMPENSATION
The following table sets forth the cash and noncash
compensation for each of the two fiscal years ended June 30,
1997 awarded to or earned by the Company's Chief Executive
Officer, Vida H. Lampkin, for services rendered in all
capacities to the Company and its subsidiaries.
<TABLE>
<CAPTION>
Annual Compensation
------------------- All Other
Year Salary Bonus Compensation(1)
---- ------ ----- ---------------
<S> <C> <C> <C>
1997 $90,000 $ -- $18,060
1996 76,000 905 15,763
<FN>
________________
(1) For fiscal 1997, includes director fees ($9,600), life,
health, dental and disability insurance ($5,238) and
matching contribution to defined contribution plan
($3,222); does not include indirect compensation in the
form of certain perquisites and other personal benefits
which did not exceed 10% of salary and bonus.
</FN>
</TABLE>
DIRECTOR COMPENSATION
Until January 1997, directors received fees of $600 per
month. Since then, directors have received fees of $1,000 per
month. This fee includes any committee meeting(s), as well as
service on the board of directors of one or more subsidiaries of
the Company. For fiscal 1997, directors' fees totaled $67,200.
-4-
<PAGE>
<PAGE>
Directors' Retirement Plan. The Bank's Board of Directors
adopted a directors' retirement plan, effective June 13, 1996,
for directors who are or were members of the Board of Directors
at any time on or after the plan's effective date, provided that
an employee who becomes a director after June 30, 1996 will not
become a participant unless the Board of Directors adopts a
specific resolution to that effect. On the effective date, (1)
the account of each participant who was a director on the
effective date (other than Directors Lampkin and McKeel) was
credited with an amount of $1,900 for each full year of service
as a director; (2) the account of Director Lampkin was credited
with an amount projected to provide her with an annual
retirement benefit, commencing at age 65 and continuing for her
lifetime, in an amount equal to the difference between (i) 70%
of her projected annual rate of pay at retirement, and (ii) the
annuity value of her accrued benefits under the Bank's tax-
qualified retirement plans plus her annual social security
benefit at age 65; and (3) the account of Director McKeel was
credited with an amount projected to provide him with an annual
retirement benefit, commencing at age 65 and continuing for a
period of ten years, in an amount equal to the difference
between (i) 40% of his projected annual rate of pay at
retirement, and (ii) the annuity value of his accrued benefits
under the Bank's tax-qualified retirement plans plus his annual
social security benefit at age 65.
On the first day of each calendar month after the effective
date, each participant who is a director on said date, with the
exception of Directors Lampkin and McKeel, will have his or her
account credited with an amount equal to the product of $158.33
and the Safe Performance Factor for the preceding fiscal year.
The Safe Performance Factor is determined annually based on the
Bank's return on equity, non-performing asset ratio, and
regulatory composite rating for the year as compared to targets
set for the fiscal year. In addition, each participant's
account will be credited with a rate of return, on any vested
amounts previously credited, equal to any appreciation or
depreciation determined according to the participant's election.
Amounts credited to the accounts of participants other than
Directors Lampkin and McKeel will be fully vested at all times.
The amounts credited to Director Lampkin and Director McKeel
will become vested at the rate of 1.18% for each full month of
service as a director, starting with 15% vested interest on
January 1, 1996, and becoming fully vested after 72 or more
months of service after January 1, 1996.
Upon a non-employee director's termination of service on
the Board due to death, disability, or mandatory retirement due
to age restrictions, the director's account will be credited
with an amount equal to the difference between $38,000 and the
amount previously credited to her or his account, exclusive of
investment returns. In the event of Director Lampkin's or
Director McKeel's disability or death prior to her or his
attainment of 50% vesting, the vested percentage on her or his
account will be increased to 50%. If Director Lampkin's or
Director McKeel's service on the Board is terminated for any
reason other than "just cause" following a change in control,
the vested percentage of her or his account will become 100%.
Distribution of account balances will be made in cash, over a
ten-year period, unless the participant elects to receive a lump
sum or annual installments over a period of less than ten years.
If a participant dies before receiving all benefits payable
under the plan, distribution will be made to her or his
beneficiary or, in the absence of a beneficiary, to her or his
estate, in a lump sum, unless the participant has elected to
have the distribution made in installments over a period of up
to ten years. Benefits under the Directors' Plan are non-
transferable. The Bank will pay all benefits in cash from its
general assets, and has established a trust in order to hold
assets with which to pay benefits. Trust assets will be subject
to the claims of the Bank's general creditors. In the event a
participant prevails over the Bank in a legal dispute as to the
terms or interpretation of the Directors' Plan, he or she will
be reimbursed for his or her legal and other expenses.
<PAGE>
EMPLOYMENT AGREEMENTS
The Company and the Bank maintain separate employment
agreements (the "Employment Agreements") with Vida H. Lampkin,
President and Chief Executive Officer of the Bank and the
Company (the "Employee"). In such capacities, the Employee is
responsible for overseeing all operations of the Bank and the
Company, and for implementing the policies adopted by the Board
of Directors. Such Boards believe that the Employment
Agreements assure fair treatment of the Employee in relation to
her career with the Company and the Bank by assuring her of some
financial security.
-5-<PAGE>
<PAGE>
The Employment Agreements became effective on the date of
their execution and provide for terms of three years and an
annual base salary of $90,000. On each anniversary date of the
Employment Agreements' effective date (the "Effective Date"),
the term of employment will be extended for an additional one-
year period beyond the then effective expiration date, upon a
determination by the Board of Directors that the performance of
the Employee has met the required performance standards and that
such Employment Agreements should be extended. The Employment
Agreements provide the Employee with a salary review by the
Boards of Directors not less often than annually, as well as
with inclusion in any discretionary bonus plans, retirement and
medical plans, customary fringe benefits, vacation and sick
leave. The Employment Agreements will terminate upon the
Employee's death, may terminate upon the Employee's disability
and are terminable by the Bank for "just cause" (as defined in
the Employment Agreements). In the event of termination for
"just cause," no severance benefits are available. In the event
of (i) the Employee's involuntary termination of employment for
any reason other than "just cause" or (ii) the Employee's
voluntary termination within 90 days of the occurrence of a
"good reason" (as defined in the Employment Agreements), the
Employee will be entitled to receive (a) her salary up to the
Employment Agreements' expiration date (the "Expiration Date")
plus an additional 12-month salary, (b) a put option requiring
the Bank or the Company to purchase Common Stock held by the
Employee to the extent that it is not readily tradeable on an
established securities market, and (c), at the Employee's
election, either cash in an amount equal to the cost of benefits
the Employee would have been eligible to participate in through
the Expiration Date or continued participation in the benefits
plans through the Expiration Date. If the Employment Agreements
are terminated due to the Employee's "disability" (as defined in
the Employment Agreements), the Employee will be entitled to a
continuation of her salary and benefits through the date of such
termination, including any period prior to the establishment of
the Employee's disability. In the event of the Employee's death
during the term of the Employment Agreements, her estate will be
entitled to receive her salary through the last day of the
calendar month in which the Employee's death occurred. The
Employee is able to voluntarily terminate her Employment
Agreements by providing 90 days' written notice to the Boards of
Directors of the Bank and the Company, in which case the
Employee is entitled to receive only her compensation, vested
rights and benefits up to the date of termination.
In the event of (i) a "change in control," or (ii) the
Employee's termination for a reason other than just cause during
the "protected period (as defined in the Employment
Agreements)," the Employee will be paid within 10 days following
the later to occur of such events an amount equal to the
difference between (i) 2.99 times her "base amount," as defined
in Section 280G(b)(3) of the Internal Revenue Code, and (ii) the
sum of any other parachute payments, as defined under Section
280G(b)(2) of the Internal Revenue Code, that the Employee
receives on account of the change in control. "Change in
control" generally refers to (i) the acquisition, by any person
or entity, of the ownership or power to vote more than 25% of
the Bank's or Company's voting stock, (ii) the transfer by the
Bank of substantially all of its assets to a corporation which
is not an "affiliate" (as defined in the Employment Agreements),
(iii) a sale by the Bank or the Company of substantially all the
assets of an affiliate which accounts for 50% or more of the
controlled group's assets immediately prior to such sale, (iv)
the replacement of a majority of the existing board of directors
by the Bank or the Company in connection with an initial public
offering, tender offer, merger, exchange offer, business
combination, sale of assets or contested election, or (v) a
merger of the Bank or the Company which results in less than
seventy percent (70%) of the outstanding voting securities of
the resulting corporation being owned by former stockholders of
the Company or the Bank. The Employment Agreements provide that
within 10 business days of a change in control, the Bank shall
fund, or cause to be funded, a trust in the amount of 2.99 times
the Employee's base amount, that will be used to pay the
Employee amounts owed to her. The aggregate payments that would
be made to Mrs. Lampkin, assuming her termination of employment
under the foregoing circumstances at June 30, 1997, would have
been approximately $269,000. These provisions may have an anti-
takeover effect by making it more expensive for a potential
acquiror to obtain control of the Company. In the event that
the Employee prevails over the Company and the Bank in a legal
dispute as to the Employment Agreements, she will be reimbursed
for her legal and other expenses.
-6-<PAGE>
<PAGE>
TRANSACTIONS WITH MANAGEMENT
The Bank offers loans to its directors, officers and
employees. These loans currently are made in the ordinary
course of business with the same collateral, interest rates and
underwriting criteria as those of comparable transactions
prevailing at the time and do not involve more than the normal
risk of collectibility or present other unfavorable features.
At June 30, 1997, the Bank's loans to directors and executive
officers totaled approximately $83,210.
COMPENSATION COMMITTEE REPORT ON EMPLOYEE COMPENSATION
The Compensation Committee of the Board of Directors
consists of the non-employee directors, which for fiscal 1997
consisted of Directors Moseley, Murry, Parker, Silliman and
Steelman. This committee reviews the performance of the
executive officers of the Company and its subsidiaries and
recommends employee compensation structures and amounts to the
Board.
The Compensation Committee's compensation philosophy for
all employees, including executive officers, is to provide
competitive levels of compensation, integrate employees' pay
with the achievement of the Company's performance goals, reward
exceptional corporate performance, recognize individual
initiative and achievement and assist the Company in attracting
and retaining qualified employees. The committee expressly
endorses the position that equity ownership by employees is
beneficial in aligning employees' and stockholders' interests in
the enhancement of stockholder value.
Salaries are determined by evaluating the responsibilities
of each position and by reference to the competitive marketplace
for qualified employees, including with respect to executive
officers comparisons of salaries for comparable positions at
comparable companies within the banking industry. Annual salary
changes are determined by evaluating changes in compensation in
the marketplace, the performance of the company and the
responsibilities and performance of the employee.
For fiscal 1997, the base salaries of the chief executive
officer and other executive officers were established in
accordance with the foregoing policies. The chief executive
officer's salary was not substantially changed for fiscal 1997,
because it was raised in late fiscal 1996 based on a comparative
survey of chief executive officer compensation levels. The
salaries of the other executive officers also were not
substantially changed for fiscal 1997, principally due to the
fact that those officers' salaries were fully reviewed and
analyzed when they joined the Bank late in fiscal 1996.
Roy Wayne Moseley
Bruce D. Murry
Carl E. Parker, Jr.
Lula Sue Silliman
Clifford Steelman
STOCK PERFORMANCE
The cumulative total return of the Company's Common Stock
from the commencement of trading on May 7, 1997 through June 30,
1997 (less than two months) was 2.0% compared with the
cumulative total returns of the CRSP Index for the Nasdaq Stock
Market (US Companies) of 9.2% and the CRSP Index for Nasdaq
Stocks of savings institutions (US Companies) of 13.0% over the
same period. Total cumulative return on the Common Stock or the
index equals the total increase in value since May 7, 1997,
assuming reinvestment of all dividends paid; total cumulative
return on the Common Stock does not include the 26.2% increase
in value on May 7, 1997 from the initial public offering price.
-7-<PAGE>
<PAGE>
MISCELLANEOUS
The cost of soliciting proxies will be borne by the
Company. The Company will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending proxy materials to the beneficial
owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may
solicit proxies personally or by telegraph or telephone without
additional compensation.
The Company's annual report to stockholders, including
financial statements, is being mailed to all stockholders of
record as of the close of business on the Record Date. Any
stockholder who has not received a copy of such annual report
may obtain a copy by writing to the Secretary of the Company.
Such annual report is not to be treated as a part of the proxy
solicitation materials or as having been incorporated herein by
reference.
Effective June 25, 1997, the Company, with the approval of
the Board of Directors, dismissed Gaunt & Co. and engaged
Miller, England & Company, Little Rock, Arkansas, as the
Company's independent certified public accountants. In
connection with their audits of the two most recent fiscal years
ended June 30, 1995 and 1996, Gaunt & Co.'s reports on the
financial statements of the Company did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting
principles. During the two most recent fiscal years and the
subsequent interim period preceding the dismissal, there were
not any disagreements between the Company and Gaunt & Co. on any
matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure which, if
not resolved to the satisfaction of Gaunt & Co., would have
caused it to make reference to the subject matter of such
disagreement in connection with its report.
The Board of Directors has ratified the appointment of
Miller, England & Company to be the Company's independent
certified public accountants for the fiscal year ending June 30,
1998. A representative of Miller, England & Company is expected
to be present at the Meeting to respond to appropriate questions
and to make a statement, if so desired.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's
proxy materials for next year's Annual Meeting of Stockholders,
any stockholder proposal to take action at such meeting must be
received at the Company's main office at 237 Jackson Street,
S.W., Camden, Arkansas 71701-3941, no later than June 17, 1998.
Any such proposal would be subject to the requirements of
applicable law, including the proxy rules adopted under the
Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Paula J. Bergstrom
PAULA J. BERGSTROM
SECRETARY
Camden, Arkansas
October 10, 1997
FORM 10-K
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED JUNE 30, 1997 AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO EACH
STOCKHOLDER AS OF THE RECORD DATE UPON WRITTEN REQUEST TO THE
SECRETARY, HCB BANCSHARES, INC., 237 JACKSON STREET, S.W.,
CAMDEN, ARKANSAS 71701-3941.
-8-<PAGE>
<PAGE>
[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE HCB BANCSHARES, INC.
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 13, 1997
The undersigned hereby appoints Vida H. Lampkin and Clifford
Steelman, with full powers of substitution, to act as proxies
for the undersigned, to vote all shares of common stock of HCB
Bancshares, Inc. (the "Company") which the undersigned is
entitled to vote at the Annual Meeting of Stockholders (the
"Meeting"), to be held at the Charles O. Ross Center, 746
California Avenue, S.W., Camden, Arkansas, on Thursday, November
13, 1997 at 10:00 a.m., local time, and at any and all
adjournments thereof, as follows:
<TABLE>
<CAPTION>
WITH-
FOR HOLD EXCEPT
<S> <C> <C> <C>
1. The election as directors of all
nominees listed (except as marked
to the contrary below): [ ] [ ] [ ]
Roy Wayne Moseley
Carl E. Parker, Jr.
</TABLE>
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, MARK "EXCEPT" AND WRITE THAT
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
___________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED PROPOSITION.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSITION STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN
THIS PROXY IN ACCORDANCE WITH THE DETERMINATION OF THE BOARD OF DIRECTORS. AT
THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE
PRESENTED AT THE ANNUAL MEETING. THIS PROXY CONFERS DISCRETIONARY AUTHORITY
ON THE HOLDERS THEREOF TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS
DIRECTOR WHERE THE NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE
AND MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
____________________________
Please be sure to sign and date | |
this proxy in the box below | Date |
___________________________________|____________________________|
| |
| |
| Stockholders sign above Co-holder (if any) sign above |
|________________________________________________________________|
- --------------------------------------perforation-----------------------------
_____________________________________________________________________________
| DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE-PAID ENVELOPE PROVIDED |
| HCB BANCSHARES, INC. |
|____________________________________________________________________________|
Should the undersigned be present and elect to vote at the annual meeting or
at any adjournment thereof and after notification to the Secretary of the
Company at the annual meeting of the stockholder's decision to terminate this
proxy, then the power of said attorneys and proxies shall be deemed terminated
and of no further force and effect.
The undersigned acknowledges receipt from the Company prior to the execution
of this proxy of notice of the annual meeting, a proxy statement dated October
10, 1997 and an annual report to stockholders.
Please sign exactly as your name appears on this proxy card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE ACT PROMPTLY
SIGN, DATE AND MAIL YOUR PROXY TODAY
