<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
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
HF Financial Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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>
[LOGO]
-----------------------
FINANCIAL CORP.
P.O. BOX 5000
SIOUX FALLS, SOUTH DAKOTA 57117-5000
PHONE (605) 333-7556 * FAX (605) 333-7621
October 15, 1999
Dear Fellow Stockholder:
On behalf of the Board of Directors of HF Financial Corp., I cordially
invite you to attend the Annual Meeting of Stockholders of the Corporation to be
held at 2:00 p.m., Sioux Falls, South Dakota time, on November 17, 1999, at the
Best Western Ramkota Inn located at 2400 North Louise Avenue, Sioux Falls, South
Dakota.
Stockholders are being asked to vote upon the election of three directors of
the Corporation and to ratify the appointment of McGladrey & Pullen, LLP as
auditors for the Corporation. Your Board of Directors unanimously recommends
that you vote FOR each of the nominees for director and FOR the ratification of
McGladrey & Pullen, LLP.
I encourage you to attend the Meeting in person. Whether or not you plan to
attend, however, PLEASE READ THE ENCLOSED PROXY STATEMENT AND THEN COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTPAID
RETURN ENVELOPE AS PROMPTLY AS POSSIBLE. This will save the Corporation
additional expense in soliciting proxies and will ensure that your shares are
represented at the Meeting. The Notice of Annual Meeting, this Proxy Statement
and the form of proxy are first being mailed to stockholders of the Corporation
on or about October 15, 1999.
Thank you for your attention to this important matter.
Very truly yours,
/s/ Curtis L. Hage
CURTIS L. HAGE
CHAIRMAN, PRESIDENT AND CHIEF
EXECUTIVE OFFICER
<PAGE>
HF FINANCIAL CORP.
225 SOUTH MAIN AVENUE
SIOUX FALLS, SOUTH DAKOTA 57104
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 17, 1999
------------------------
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of HF Financial Corp. (the "Corporation") will be held at 2:00 p.m.,
Sioux Falls, South Dakota time, on November 17, 1999, at the Best Western
Ramkota Inn located at 2400 North Louise Avenue, Sioux Falls, South Dakota.
A proxy card and the Proxy Statement for the Meeting are enclosed along with
the 1999 Annual Report to Stockholders. The Meeting is for the purpose of
considering and acting upon:
1. The election of three directors of the Corporation;
2. The ratification of the appointment of McGladrey & Pullen, LLP as
auditors of the Corporation for the fiscal year ending June 30, 2000; and
such other matters as may properly come before the Meeting or any adjournments
or postponements thereof. The Board of Directors is not aware of any other
business to come before the Meeting.
Any action may be taken on any one of the foregoing proposals at the Meeting
on the date specified above, or on any date or dates to which the Meeting may be
adjourned or postponed. Stockholders of record at the close of business on
September 30, 1999, are the stockholders entitled to vote at the Meeting and any
adjournments or postponements thereof.
A complete list of stockholders entitled to vote at the Meeting is available
for examination by any Stockholder for any purpose germane to the Meeting. Such
shareholder list is available for a period of twenty days prior to the meeting
and may be examined at any time between 9:00 A.M. and 3:00 P.M. on days which
the Corporation is open for business, at the main office of the Corporation
located at 225 South Main Avenue, Sioux Falls, South Dakota.
You are requested to complete, sign and date the enclosed proxy card, which
is solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed postpaid return envelope. The proxy will not be used if you attend and
vote at the Meeting in person.
By Order of the Board of Directors,
/s/ Gene F. Uher
GENE F. UHER
EXECUTIVE VICE PRESIDENT, CHIEF
OPERATIONS OFFICER AND SECRETARY
Sioux Falls, South Dakota
October 15, 1999
- --------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXY CARDS WILL SAVE THE CORPORATION THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A
PRE-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED WITHIN THE UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE>
PROXY STATEMENT
HF FINANCIAL CORP.
225 SOUTH MAIN AVENUE
SIOUX FALLS, SOUTH DAKOTA 57104
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 17, 1999
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of HF Financial Corp. (the
"Corporation") to be used at the Annual Meeting of Stockholders of the
Corporation (the "Meeting"), to be held at the Best Western Ramkota Inn located
at 2400 North Louise Avenue, Sioux Falls, South Dakota, on November 17, 1999, at
2:00 p.m., Sioux Falls, South Dakota time, and at all adjournments or
postponements of the Meeting. The accompanying Notice of Meeting, proxy card and
this Proxy Statement are first being mailed to stockholders on or about October
15, 1999. Certain of the information provided herein relates to Home Federal
Savings Bank ("Home Federal" or the "Bank"), a wholly owned subsidiary and the
primary operating entity of the Corporation.
At the Meeting, the stockholders of the Corporation are being asked to
consider and vote upon the election of three nominees to the Board of Directors
of the Corporation, a proposal to ratify the appointment of McGladrey & Pullen,
LLP as the Corporation's independent auditors for the fiscal year ending June
30, 2000, and any other matters that may properly come before the meeting or any
adjournments or postponements thereof.
The close of business on September 30, 1999, has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
stockholders entitled to notice of and to vote at the Meeting and any and all
adjournments thereof. Only stockholders of record at that time are entitled to
notice of and to vote at the Meeting. The total number of shares of Common
Stock, par value $.01 per share, of the Corporation (the "Common Stock")
outstanding on the Record Date was 3,968,175, which are the only securities of
the Corporation entitled to vote at the Meeting. Each stockholder is entitled to
one vote on all matters to be voted on at the Meeting for each share of Common
Stock held in the stockholder's name as of the Record Date.
VOTING RIGHTS AND PROXY INFORMATION
All shares of Common Stock represented at the Meeting by properly executed
proxies received prior to or at the Meeting, and not revoked, will be voted at
the Meeting in accordance with the instructions thereon. Directors shall be
elected by a plurality of the votes present in person or represented by proxy at
the Meeting and entitled to vote on the election of directors. In all matters,
the affirmative vote of the majority of shares present in person or represented
by proxy at the Meeting and entitled to vote on the matter shall be considered
the act of the stockholders. The Corporation does not know of any matters, other
than as described in the Notice of Meeting, that are to come before the Meeting.
If any other matters are properly presented at the Meeting for action, the
persons named in the enclosed form of proxy will have the discretion to vote on
such matters in accordance with their best judgment.
If no instructions are indicated, properly executed proxies will be voted
FOR election of the nominees for director named herein and FOR the proposal to
ratify the appointment of McGladrey & Pullen, LLP. Proxies marked as abstaining
with respect to a proposal have the same effect as votes against the proposal.
If an executed proxy card is returned and the shareholder has abstained from
voting on any matter, the shares represented by such proxy will be considered
present at the meeting for purposes of determining a quorum and for purposes of
calculating the vote, but will not be considered to have been voted in favor of
such matter. If an executed proxy is returned by a broker holding shares in
street name which indicates that the broker does not have discretionary
authority as to certain shares to vote on one or more matters, such shares will
be considered present at the Meeting for purposes of determining a quorum, but
will not be considered to be represented at the meeting for purposes of
calculating the vote with respect to such
<PAGE>
matter. One-third of the shares of the Corporation's Common Stock, present in
person or represented by proxy, shall constitute a quorum for purposes of the
Meeting.
A proxy given pursuant to this solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Corporation before the voting at the Meeting a written notice of revocation
bearing a later date than the proxy; (ii) duly executing a subsequent proxy
relating to the same shares and delivering it to the Secretary of the
Corporation before the voting at the Meeting; or (iii) attending the Meeting and
voting in person (although attendance at the Meeting will not in and of itself
constitute revocation of a proxy). Any written notice revoking a proxy should be
delivered to Gene F. Uher, Executive Vice President, Chief Operations Officer
and Secretary, HF Financial Corp., 225 South Main Avenue, Sioux Falls, South
Dakota 57104.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth certain information regarding ownership of
the Common Stock as of September 15, 1999, by (i) each person known to the
Corporation to own beneficially more than 5% of the Common Stock, (ii) each
director of the Corporation, (iii) each officer named in the executive
compensation table on page 6 of this Proxy Statement, and (iv) all directors and
officers as a group. Unless otherwise indicated, each person in the table has
sole voting and investment power as to the shares shown.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENTAGE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OUTSTANDING STOCK
- ------------------------------------------------------------------------ -------------------- -------------------
<S> <C> <C>
John T. Vucurevich ..................................................... 298,912 7.46%
629 Quincy Street
PO Box 170
Rapid City, SD 57709(1)
Jeffrey L. Gendell ..................................................... 289,350 7.22%
Tontine Partners, L.P.
31 West 52nd Street, 17th Floor
New York, New York 10019(2)
HF Financial Corp. ..................................................... 259,240 6.47%
Employee Stock Ownership Plan
225 South Main Avenue
Sioux Falls, South Dakota 57104(3)
Curtis L. Hage, Chairman, President and Chief Executive Officer
and Director(4)....................................................... 214,216 5.21%
Gene F. Uher, Executive Vice President, Chief Operations
Officer and Secretary(5).............................................. 20,708 *
Michael H. Zimmerman, Senior Vice President and Senior
Retail Lending Officer(6)............................................. 5,440 *
Mark S. Sivertson, Senior Vice President and Trust Officer(7)........... 9,057 *
Paul J. Hallem, Director................................................ 57,726 1.44%
Robert L. Hanson, Director(8)........................................... 24,120 *
Kevin T. Kirby, Director................................................ 17,529 *
JoEllen G. Koerner, Director............................................ 2,679 *
Jeffrey G. Parker, Director(9).......................................... 18,120 *
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENTAGE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OUTSTANDING STOCK
- ------------------------------------------------------------------------ -------------------- -------------------
<S> <C> <C>
Wm. G. Pederson, Director............................................... 4,029 *
Thomas L. Van Wyhe, Director............................................ 5,029 *
Directors and executive officers as a group (18 persons)(10)............ 436,395 10.49%
</TABLE>
*Indicates individual owns less than one percent of outstanding shares of Common
Stock.
- ------------------------
(1) The above information regarding beneficial ownership by Mr. John T.
Vucurevich is as reported in a Schedule 13D dated March 30, 1998.
(2) The above information regarding beneficial ownership by Mr. Jeffrey L.
Gendell is as reported in a Schedule 13D dated December 30, 1998.
(3) Includes 196,793 shares allocated to the individual accounts of employees,
officers and directors, which such individuals are deemed to have sole
voting and no investment power. Each participant may instruct the Employee
Stock Ownership Plan ("ESOP") trustee, Firstar Bank of Minnesota, N.A., as
to the voting of the shares allocated to such participant's account under
the ESOP. Unallocated shares and shares for which voting instructions are
not received shall be voted by the ESOP trustee in the same ratio as the
shares with respect to which instructions are received. The ESOP trustee
may be deemed under applicable regulations to "beneficially own" the 62,447
shares owned by the ESOP, which have not been allocated to participants.
(4) Includes 103,490 shares held directly or held by certain members of Mr.
Hage's family, which shares Mr. Hage may be deemed to have sole or shared
voting and/or investment power. Also includes awards of 101,285 shares
subject to options granted to Mr. Hage under the Corporation's 1991 Stock
Option and Incentive Plan (the "Stock Option Plan") and 9,441 shares
allocated to Mr. Hage's account under the ESOP.
(5) Includes 11,500 shares held directly by Mr. Uher with sole voting and/or
investment power. Also includes awards of 7,446 shares subject to options
granted to Mr. Uher under the Stock Option Plan and 1,762 shares allocated
to Mr. Uher's account under the ESOP.
(6) Includes -0- shares held directly by Mr. Zimmerman with sole voting and/or
investment power. Also includes 3,705 shares subject to options granted to
Mr. Zimmerman under the Stock Option Plan. Also includes 1,735 shares
allocated to Mr. Zimmerman's account under the ESOP.
(7) Includes 2,664 shares held directly by Mr. Sivertson with sole voting
and/or investment power. Also includes 4,060 shares subject to options
granted to Mr. Sivertson under the Stock Option Plan. Also includes 2,333
shares allocated to Mr. Sivertson's account under the ESOP.
(8) Includes 10,191 shares subject to options granted to Mr. Hanson under the
Stock Option Plan.
(9) Includes 10,191 shares subject to options granted to Mr. Parker under the
Stock Option Plan.
(10) Includes 18 executive officers and directors as a group. Includes 251,795
shares held directly or held by certain members of the named individuals'
families, or held by trusts of which the named individual is a trustee or
substantial beneficiary, with respect to which shares the respective
directors and officers may be deemed to have sole or shared voting and
investment power, as well as 153,692 shares subject to options granted
under the Stock Option Plan, which are currently exercisable and 30,908
shares allocated under the ESOP.
3
<PAGE>
PROPOSAL I--ELECTION OF DIRECTORS
The Corporation's Board of Directors currently consists of eight members.
The Board is divided into three classes, one class of the directors is elected
annually. Directors of the Corporation are generally elected to serve for a
three-year term or until their respective successors are elected and qualified.
All nominees have agreed to stand for election at the annual meeting. If, prior
to the annual meeting, the Board of Directors learns that any nominee will be
unable to serve by reason of death, incapacity or other unexpected occurrence,
the proxies which would have otherwise been voted for such nominee will be voted
for a substitute nominee, if any, elected by the Board.
Three directors have been nominated for election to the Corporation's Board
of Directors at the Meeting to hold office for a term of three years and until
their successors are duly elected and qualified (except in the case of earlier
death, resignation or removal). The accompanying proxy card is intended to be
voted for the election of nominees for directors named below, unless authority
to vote for one or more nominees is withheld as specified on the proxy card. The
Board of Directors unanimously recommends that stockholders vote "FOR" each of
the three nominees identified below.
INFORMATION WITH RESPECT TO NOMINEES AND CONTINUING DIRECTORS
The principal occupation and business experience for the last five years and
certain other information with respect to each nominee for election as a
director and the other directors of the Corporation are set forth below. The
information concerning the nominees and the continuing directors has been
furnished by them to the Corporation.
INFORMATION ABOUT NOMINEES
CURTIS L. HAGE, age 53, a Class III Director, is Chairman, President and
Chief Executive Officer of the Corporation. Mr. Hage was elected Chairman of the
Board of Directors of the Corporation in September 1996 and has held the
position of President and Chief Executive Officer of the Corporation since
February 1991. Mr. Hage joined the Bank in 1968 and served in various capacities
prior to being elected its Executive Vice President in 1986. Mr. Hage has served
as a director of the Corporation since 1992 and the Bank since 1986.
JEFFREY G. PARKER, age 52, a Class III Director, is President and Chief
Executive Officer of Parker Transfer and Storage, Inc., Sioux Falls, South
Dakota, a moving and storage company. He has held his current position with
Parker Transfer and Storage, Inc. since 1969. Mr. Parker has served as a
director for both the Corporation and the Bank since 1993. Mr. Parker also
serves as a director for Dakota Telecommunications Group, Inc., a McLeodUSA
Company.
THOMAS L. VAN WYHE, age 49, a Class III Director, is President of JSI Trane
/ District Manager, Trane Company, Sioux Falls, South Dakota, an air
conditioning and heating sales and service company. He has been employed in
various capacities by that organization since 1973 and has held his present
position with them since 1994. Mr. Van Wyhe has served as a director of both the
Corporation and the Bank since 1996.
INFORMATION ABOUT CONTINUING DIRECTORS
PAUL J. HALLEM, age 73, a Class I Director, is currently retired. Prior to
his retirement in February 1991, Mr. Hallem was President and Chief Executive
Officer of Home Federal Savings Bank, a position he had held since 1986. Mr.
Hallem has over 39 years of experience in the savings institution industry. He
has served as a director of the Corporation since 1992 and the Bank since 1969.
ROBERT L. HANSON, age 53, a Class II Director, is Chief Executive Officer of
Harold's Photo Centers located in Sioux Falls, South Dakota, a position he has
held since 1980. He has served as a director of both the Corporation and the
Bank since 1992.
4
<PAGE>
KEVIN T. KIRBY, age 45, a Class II Director, is President of Kirby
Investment Corp., Sioux Falls, South Dakota, a private investment firm. He has
held this position since 1993. Mr. Kirby has been employed as the Executive Vice
President and Chief Investment Officer for Western Surety Company from 1985-1993
and the President of Western Surety Life Insurance Company from 1979-1985. He
has served as a director of both the Corporation and the Bank since 1997. Mr.
Kirby also serves as a director for Raven Industries, Inc.
JOELLEN G. KOERNER, PH.D., age 53, a Class I Director, is the Senior Partner
of JoEllen Koerner and Associates, a position she has held since the
organization was formed in 1998. Previously, Dr. Koerner was the Senior Vice
President/Patient Services of Sioux Valley Hospitals and Health System, Sioux
Falls, South Dakota, a health care services provider. She has served as a
director of both the Corporation and Bank since 1997.
WM. G. PEDERSON, age 43, a Class I Director, is Chairman and Chief Executive
Officer of PAM Oil, Inc., Sioux Falls, South Dakota, a wholesale distributor of
automotive products. He has held his current position since 1986 and has been
with PAM Oil, Inc. since 1978. He has served as a director of both the
Corporation and the Bank since 1996.
The Board of Directors of the Bank is currently comprised of the same eight
members as the Board of Directors of the Corporation. Because the Corporation
owns all of the issued and outstanding shares of capital stock of the Bank, the
Corporation elects the directors of the Bank.
MEETINGS OF THE BOARD OF DIRECTORS, COMMITTEES AND COMPENSATION OF DIRECTORS
MEETINGS AND COMPENSATION OF THE CORPORATION'S BOARD OF DIRECTORS. Meetings
of the Corporation's Board of Directors are generally held on a quarterly basis.
The Board of Directors met eight times during fiscal 1999. During fiscal 1999,
no incumbent director of the Corporation attended fewer than 75% of the
aggregate of the total number of Board meetings and the total number of meetings
held by the committees of the Board of Directors on which they served. In fiscal
1999, non-employee directors received an aggregate of 578 shares of restricted
common stock pursuant to the 1996 Director Restricted Stock Plan and a $300 fee
for attendance at committee meetings of which they are a member. Employee
directors receive no fees for their services as a director.
COMMITTEES OF THE CORPORATION. The Board of Directors of the Corporation has
standing Audit and Personnel, Compensation and Benefits Committees.
The Audit Committee recommends independent auditors to the Board, reviews
the results of the auditors' services, reviews with management and the internal
auditors the systems of internal control and the internal audit reports, and
assures that the books and records of the Corporation are kept in accordance
with applicable accounting principles and standards. The members of the Audit
Committee are Directors Hallem (Chairman), Kirby, Parker, Pederson and Van Wyhe.
The Audit Committee held three meetings in fiscal 1999.
The Personnel, Compensation and Benefits Committee is composed of Directors
Parker (Chairman), Hanson, Koerner and Pederson. The Personnel, Compensation and
Benefits Committee is responsible for administering the Corporation's Stock
Option Plan and reviews compensation and benefit matters. The Personnel,
Compensation and Benefits Committee held four meetings during fiscal 1999.
The entire Board of Directors acts as a Nominating Committee for selecting
nominees for election as directors. While the Board of Directors of the
Corporation will consider nominees recommended by stockholders, the Board has
not actively solicited such nominations. Pursuant to the Corporation's Bylaws,
nominations by stockholders must be delivered in writing to the Secretary of the
Corporation at least 30 days before the date of the Meeting.
5
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation paid
by Home Federal for services in all capacities rendered during the three fiscal
years ended June 30, 1999, 1998 and 1997 to the Corporation's Chief Executive
Officer, the Chief Operations Officer, the Senior Vice President/Senior Retail
Lending Officer and the Senior Vice President/Trust Officer. The Corporation's
Officers do not receive any cash compensation from the Corporation for their
services performed in their capacities as officers of the Corporation.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION AWARDS
- ---------------------------------------------------------------------------------------
OTHER ANNUAL ------------------------------
SALARY COMPENSATION RESTRICTED STOCK OPTIONS/
NAME AND PRINCIPAL POSITION YEAR ($) BONUS ($) ($) AWARD(S) ($) SARS (#)
- -------------------------------------- --------- ---------- --------- ------------- ----------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Curtis L. Hage, Chairman, 1999 $ 214,240 $ -0- $ 623(1) -0- 16,748
President and Chief 1998 $ 206,000 $ 59,452 $ 414(1) -0- 15,385
Executive Officer 1997 $ 200,000 $ 52,912 $ 106(1) -0- 10,975
Gene F. Uher, Executive 1999 $ 145,600 $ -0- $ 226(3) -0- 11,382
Vice President, Chief 1998 $ 140,000 $ 40,404 $ 28,665(3) -0- 2,154
Operations Officer and 1997 $ 46,667 $ 8,185 $ 6,358(3) -0- 10,770
Secretary
Michael H. Zimmerman, 1999 $ 95,700 $ -0- $ -0- -0- 4,486
Senior Vice President and 1998 $ 91,996 $ 18,334 $ -0- -0- 3,645
Senior Retail Lending 1997 $ 78,958 $ 36,028 $ -0- -0- 2,250
Officer
Mark S. Sivertson, Senior 1999 $ 95,700 $ -0- $ -0- -0- 4,420
Vice President and Trust 1998 $ 90,600 $ 21,635 $ -0- -0- 4,027
Officer 1997 $ 87,250 $ 21,519 $ -0- -0- 2,743
<CAPTION>
ANNU
- --------------------------------------
ALL OTHER
COMPENSATION
NAME AND PRINCIPAL POSITION ($)
- -------------------------------------- -------------
<S> <C>
Curtis L. Hage, Chairman, $ 8,513(2)
President and Chief $ 10,307(2)
Executive Officer $ 8,982(2)
Gene F. Uher, Executive $ 11,307(4)
Vice President, Chief $ 3,143(4)
Operations Officer and $ -0-
Secretary
Michael H. Zimmerman, $ 6,612(5)
Senior Vice President and $ 6,630(5)
Senior Retail Lending -0-
Officer
Mark S. Sivertson, Senior $ 4,843(6)
Vice President and Trust $ 4,857(6)
Officer $ 4,004(6)
</TABLE>
- ------------------------------
(1) Represents preferential interest earnings on behalf of Mr. Hage related to
the Deferred Compensation Plan in excess of 120% of the applicable federal
long-term rate.
(2) Includes $5,786 and $2,727 for 1999; $7,150 and $3,157 for 1998; and $6,405
and $2,577 for 1997, which represents the Bank's contributions to the
Pension Plan and the ESOP, respectively, on behalf of Mr. Hage.
(3) Includes preferential interest earnings of $226 and $16 for 1999 and 1998,
respectively, on behalf of Mr. Uher related to the Deferred Compensation
Plan, in excess of 120% of the applicable federal long-term rate. Also
includes housing expense paid on behalf of Mr. Uher of $25,442 and $3,496
for 1998 and 1997, respectively.
(4) Includes $8,582 and $2,725 for 1999; $-0- and $3,143 for 1998, which
represents the Bank's contributions to the Pension Plan and ESOP,
respectively, for Mr. Uher.
(5) Includes $4,688 and $1,924 for 1999; $4,542 and $2,088 for 1998, which
represents the Bank's contributions to the Pension Plan and the ESOP,
respectively, on behalf of Mr. Zimmerman.
(6) Includes $2,872 and $1,971 for 1999; $2,688 and $2,169 for 1998, and $2,317
and $1,687 for 1997, which represents the Bank's contributions to the
Pension Plan and the ESOP, respectively, on behalf of Mr. Sivertson.
6
<PAGE>
STOCK OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on stock option grants for fiscal
year ended June 30, 1999, to the named executive officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------- POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED
SHARES PERCENT OF ANNUAL RATES OF STOCK
UNDERLYING TOTAL OPTIONS PRICE APPRECIATION FOR
OPTIONS GRANTED TO EXERCISE OPTION TERM(3)
GRANTED EMPLOYEES IN PRICE PER EXPIRATION ----------------------
NAME (#)(1) FISCAL YEAR(2) SHARE DATE 5% 10%
- -------------------------------------- ----------- -------------- --------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Curtis L. Hage........................ 16,748 19.77% $ 15.375 9/9/08 $ 161,941 $ 410,389
Gene F. Uher.......................... 11,382 13.43% $ 15.375 9/9/08 $ 110,055 $ 278,902
Michael H. Zimmerman.................. 4,486 5.29% $ 15.375 9/9/08 $ 43,376 $ 109,924
Mark S. Sivertson..................... 4,420 5.22% $ 15.375 9/9/08 $ 42,738 $ 108,307
</TABLE>
- ------------------------------
(1) Such options are subject to a five-year vesting schedule with 20% of the
grants vesting each year with Hage, Uher, Zimmerman and Sivertson beginning
June 30, 1999.
(2) The Corporation granted options representing 84,723 shares to employees in
fiscal 1999.
(3) These amounts are based on the assumed rates of appreciation as permitted by
the rules of the Securities and Exchange Commission. Actual gains, if any,
on stock option exercises are dependent upon the future performance of the
Common Stock.
STOCK OPTION EXERCISES IN LAST FISCAL YEAR
The following table provides information regarding the number and value of
options granted to the Corporation's Chief Executive Officer, Chief Operations
Officer, Senior Vice President/Senior Retail Lending Officer and Senior Vice
President/Trust Officer at June 30, 1999.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS/
FY-END (#) SARS AT FY-END(1)
SHARES ACQUIRED VALUE -------------------------- --------------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------- ----------------- --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Curtis L. Hage.................. N/A N/A 101,285 27,023 $ 750,899 $ 13,901
Gene F. Uher.................... N/A N/A 7,446 16,860 $ 1,616 $ 2,423
Michael H. Zimmerman............ N/A N/A 3,705 6,676 $ 4,273 $ 2,848
Mark S. Sivertson............... N/A N/A 4,060 7,116 $ 4,690 $ 3,625
</TABLE>
- ------------------------------
(1) Represents the aggregate market value (market price of the Common Stock less
the exercise price) of the option granted based upon the closing price of
$13.375 per share of the Common Stock as reported on the NASDAQ National
Market System on June 30, 1999.
EMPLOYMENT AGREEMENTS
On April 23, 1992, the Bank entered into an employment agreement with Mr.
Hage. The employment agreement, as amended to date, provides for an annual base
salary as determined by the Board of Directors, which may be not less than the
salary for the prior year. The employment agreement provides for
annually-renewable one year terms. Mr. Hage may terminate his employment
agreement upon 90 days' prior written notice to the Bank. In the event there is
a change in control of the Corporation or Home Federal, and Mr. Hage's
employment terminates involuntarily (or, under certain circumstances,
voluntarily) in connection with such change in control or within 24 months
thereafter, Mr. Hage is entitled to a payment equal to the remaining salary
payable under his employment agreement, plus a termination payment equal to 299%
of his then-current compensation. Assuming a change in control took place as of
June 30, 1999, the aggregate amount payable to Mr. Hage pursuant to this change
in control provision
7
<PAGE>
would be approximately $640,578. The employment agreement contains other
standard provisions and provides for standard benefits applicable to executive
personnel. On December 2, 1998, the Board of Directors extended the term of Mr.
Hage's employment agreement until April 7, 2002.
On March 3, 1997, the Bank entered into an employment agreement with Mr.
Uher, and on April 8, 1998, the Bank entered into employment agreements with
Messrs. Zimmerman and Sivertson. All of the employment agreements provide for,
among other things, annual base salaries as determined by the Board of Directors
and participation in bonus and benefit plans of the Bank in effect from time to
time. Each of the employment agreements provides for an initial term of three
years which, as of the end of each year, is extended for one additional year
unless terminated by the employee or the Bank. On December 2, 1998, the Board of
Directors extended the term of Mr. Uher's employment agreement until April 7,
2002. Mr. Uher's employment may be terminated with or without cause; however, if
his termination is without cause, he is entitled to compensation and benefits
through the remaining term of the agreement. Mr. Uher may terminate his
employment agreement upon 90 days' prior written notice to the Bank. The
employment agreements of Messrs. Zimmerman and Sivertson are for employment at
will, and either the employee or the Bank may terminate the agreement with or
without cause upon one month's written notice.
The Bank also entered into Change in Control Agreements with Messrs. Uher,
Zimmerman and Sivertson. The agreements provide for certain payments to the
employee where employment terminates involuntarily in connection with a change
in control of the Corporation or the Bank, or in the event of a voluntary
termination of employment due to a loss of the employee's status in connection
with a change in control. In such an event, the employee is entitled to payment
of the remaining salary payable under his employment agreement and the
continuation of certain benefits. In addition, the employee receives a
termination payment equal to 299% for Mr. Uher and Mr. Zimmerman, and 150% for
Mr. Sivertson, of the employee's then-current compensation. Assuming a change in
control took place as of June 30, 1999, the aggregate amount payable to Mr.
Uher, Mr. Zimmerman, and Mr. Sivertson would be approximately $435,344,
$286,143, and $143,550, respectively.
PENSION PLAN
The Corporation sponsors a defined benefit pension plan for its employees
(the "Pension Plan"). An employee is eligible to participate in the Pension Plan
upon the completion of one year of service and upon reaching the age of 21. That
participation is retroactive to the previous July 1. A participant must complete
five years of service before such participant earns a vested interest in accrued
retirement benefits, at which time the participant is 100% vested. The Pension
Plan is funded solely through contributions made by the Corporation. It is
anticipated that this obligation will be funded through the Corporation's future
earnings.
The following table sets forth, as of June 30, 1999 estimated annual pension
benefits for individuals at age 65 payable in the form of a life annuity under
the most advantageous Pension Plan provisions for various levels of compensation
and years of service. The figures in this table are based upon the assumption
that the individual is age 65 as of June 30, 1999 with a specified number of
years of service as calculated under the Pension Plan.
<TABLE>
<CAPTION>
YEARS OF SERVICE
------------------------------------------
REMUNERATION 10 20 30 40
- ------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C>
$ 50,000 $ 7,783 $ 17,745 $ 27,708 $ 33,013
$ 75,000 $ 12,721 $ 28,683 $ 44,646 $ 52,575
$ 100,000 $ 15,545 $ 32,976 $ 50,406 $ 58,345
$ 125,000 $ 17,608 $ 35,039 $ 52,469 $ 59,595
$ 150,000 $ 19,670 $ 37,101 $ 54,531 $ 60,845
$ 175,000 $ 20,000 $ 37,431 $ 54,861 $ 61,045
</TABLE>
8
<PAGE>
The benefit provided to a participant at normal retirement age (65 or if
later, the tenth anniversary of initial date of participation) is generally
based on the average of the participant's monthly compensation during which the
participant's compensation was highest ("average monthly compensation").
Compensation for this purpose includes all taxable compensation paid to the
participant, which includes salary, bonus and restricted stock awards, upon
vesting. Compensation for 1999 was limited to $160,000 as stated under Section
401(a)(17) of the Code. The monthly benefit provided to a participant who
retires at age comp65 is equal to 1.00% of average monthly compensation for each
year of service up to a maximum of 30 years plus .65% of average monthly
compensation in excess of "covered compensation" (as defined in the Pension
Plan) also multiplied by the participant's number of years of service, up to a
maximum of 30, without offset of the participant's anticipated Social Security
benefits.
A participant is eligible for an early retirement benefit upon the
attainment of age 62, provided such participant has participated in the Pension
Plan for a minimum of seven years. The monthly benefit payable at early
retirement is the actuarial value of the participant's accrued benefit. If a
participant continues to work beyond age 65, the participant is entitled to the
greater of: (i) such participant's benefit taking into account all service and
salaries or (ii) the actuarial increase of the benefit that would have been
payable had the participant retired on the normal retirement date. In the event
of termination of employment for any reason other than death, disability or
early or normal retirement, a participant is still entitled to 100% of the
participant's accrued normal retirement benefit, provided that the participant
is vested.
The normal form of benefit is a monthly income payable for life. A
participant may elect, at the time of retirement, several optional forms of
benefits which are the actuarial equivalent of the normal form, such as the
joint and survivor benefits for married participants or an actuarially
equivalent lump sum payment.
At June 30, 1999, the estimated credited years of service of Mr. Hage was
28.6 years. Mr. Hage had $160,000 of compensation covered under the Pension Plan
during fiscal 1999; however, Mr. Hage's benefits payable under the Pension Plan
upon retirement would be limited because his salary level exceeds the maximum
covered compensation under the Pension Plan.
At June 30, 1999, the estimated credited years of service of Mr. Uher was
2.3 years. Mr. Uher had approximately $137,038 projected annual compensation
under the Pension Plan based of fiscal 1999.
At June 30, 1999, the estimated years of service for Mr. Zimmerman was 3.0
years. Mr. Zimmerman had approximately $96,485 projected annual compensation
under the Pension Plan based on fiscal 1999.
At June 30, 1999, the estimated years of service for Mr. Sivertson was 4.5
years. Mr. Sivertson had approximately $95,710 projected annual compensation
under the Pension Plan based on fiscal 1999.
The Pension Plan was amended and restated effective July 1, 1999, to convert
the benefit formula to a cash balance pension formula with a hypothetical
account maintained separately for each participant, with such account credited
annually for contributions and earnings. The plan was a final average pay plan
before this conversion. Each participant's accrued benefit as of July 1, 1999,
was converted to a beginning account balance. Each year an employer contribution
equal to 6% of the participant's compensation for the plan year is allocated to
that participant's account. Investment returns are credited to account balances
as of the first day of each plan year for the upcoming plan year in an amount
equal to the average daily rates for return for 30 year U.S. Treasury bills the
previous February. Normal retirement age is 65 and early retirement age is 62.
The normal retirement benefit is a monthly annuity based on an individual's
hypothetical account balance as of benefit commencement. Employees are entitled
to receive a single life annuity or one of several optional forms of payment
having an equivalent actuarial value to the single life annuity.
9
<PAGE>
REPORT OF THE BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Personnel, Compensation and Benefits Committee has furnished the
following report on executive compensation:
Since its inception, the Personnel, Compensation and Benefits Committee of
the Board of Directors has been responsible for supervising and recommending for
full Board approval the compensation and benefits of the executive officers of
the Bank. The Committee has reviewed, at least annually, competitive salary
levels at other financial institutions and set salary ranges for executive
officer positions based on a philosophy of placing the average of the range in
relation to the competitive value of the position. From this reference point,
the base salaries of executive officers of the Bank have been set to be
commensurate with their experience, scope of duties and responsibilities and
overall level of performance.
At present, the executive compensation program is comprised of salary,
bonuses, incentive opportunities in the form of stock options, stock
appreciation rights and restricted stock, and miscellaneous benefits typically
offered to executives of similar type corporations. Along with other eligible
employees, executive officers also participate in a defined benefit retirement
program and an Employee Stock Ownership Plan.
The compensation and bonuses for all executive officers, including the Chief
Executive Officer, have been based on the performance of the organization.
Specific areas that the Personnel, Compensation and Benefits Committee has
reviewed to determine the salary increases are return on assets, interest rate
risk measurements, capital ratios, delinquency ratios and regulatory ratings. In
addition, during fiscal year 1999, in setting the compensation for the Chief
Executive Officer, the Personnel, Compensation and Benefits Committee also took
into consideration peer group comparisons of compensation for chief executive
officers and the contribution of the Chief Executive Officer to the overall
performance of the Bank.
Annual incentive plans for executive officers and the entire staff of the
Bank were developed and implemented in fiscal year 1999. Specific goals for the
organization were established along with specific goals for individual
departments. This program was developed to enhance shareholder value and enable
the organization to attract and retain competent management and employees.
The foregoing report is furnished by Messrs. Parker (Chairman), Hanson,
Pederson and Dr. Koerner.
PERSONNEL, COMPENSATION AND BENEFITS COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
As stated above, Messrs. Parker, Hanson, Pederson and Dr. Koerner, comprise
the Personnel, Compensation and Benefits Committee of the Board of Directors. No
member of the Personnel, Compensation and Benefits Committee of the Board of
Directors was an officer, former officer, or employee of the company or any of
its subsidiaries during fiscal 1999 or at any other time.
10
<PAGE>
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
The following line graph compares the cumulative total stockholder return on
the Corporation's Common Stock to the cumulative total return of the NASDAQ U.S.
and Foreign Total Return Index and the NASDAQ Bank Stock Index for the last five
years.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
TOTAL RETURN TO SHAREHOLDERS
<S> <C> <C> <C>
JUNE 1994 TO JUNE 1999
Nasdaq US & Foreign Nasdaq Bank HF Financial
Return Index Stock Index Corp.
6/30/1994 $100.000 $100.000 $100.000
9/30/1994 108.444 101.108 113.504
12/31/1994 106.650 93.432 98.111
3/31/1995 116.023 102.292 99.701
6/30/1995 132.627 112.937 126.591
9/30/1995 148.424 127.480 125.250
12/31/1995 149.792 139.145 124.904
3/31/1996 157.063 144.625 115.274
6/30/1996 169.235 147.026 124.199
9/30/1996 174.977 162.689 131.166
12/31/1996 183.385 183.711 144.987
3/31/1997 174.016 197.492 164.649
6/30/1997 205.647 229.810 177.559
9/30/1997 240.702 271.034 218.772
12/31/1997 224.285 307.595 226.104
3/31/1998 262.724 325.172 253.683
6/30/1998 269.264 318.959 295.121
9/30/1998 239.299 268.997 187.864
12/31/1998 309.686 305.618 237.969
3/31/1999 345.451 293.357 200.054
6/30/1999 377.830 314.841 265.946
</TABLE>
CERTAIN TRANSACTIONS
The Bank, like many financial institutions, has followed a policy of
granting to officers, directors and employees loans secured by the borrower's
residence and consumer loans. Consumer loans to non-officer employees are
originated at one percent below Home Federal's quoted interest rate. In
addition, in connection with single-family mortgage loans made to non-officer
employees, all in-house closing costs, expenses and points are waived. If the
employee relationship ceases, the terms of the loan revert back to the terms
that would have applied but for the employee-employer relationship. All loans to
the Bank's officers and directors are made in the ordinary course of business
and on the same terms and conditions 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. All loans by the Bank to
its directors and executive officers are subject to Office of Thrift Supervision
regulations restricting loans and other transactions with affiliated persons of
the Bank. Federal law requires that all such loans be made on terms and
conditions comparable to those for similar transactions with non-affiliates. All
loans from the Bank to its officers, directors, key employees or their
affiliates are approved by the Bank's Loan Committee and ratified by the Bank's
Board of Directors.
The Corporation intends that all transactions between the Corporation or the
Bank and its officers, directors, holders of 10% or more of the shares of any
class of its Common Stock and affiliates thereof, will contain terms no less
favorable to the Corporation than could have been obtained by it in arm's-length
negotiations with unaffiliated persons and will be approved by a majority of
disinterested directors of the Corporation, if any.
11
<PAGE>
The following table sets forth certain information as to loans made by Home
Federal to each of its directors and executive officers whose aggregate
indebtedness to Home Federal exceeded $60,000 at any time since June 30, 1998.
All such loans were made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with others and did not involve more than the normal risk of
collectibility or present other unfavorable features.
<TABLE>
<CAPTION>
LARGEST AMOUNT BALANCE INTEREST
OUTSTANDING AS OF RATE AS OF MARKET RATE
DATE OF SINCE JULY 1, JUNE 30, DATE OF AT
NAME AND POSITION LOAN TYPE OF LOAN 1998 1999 ORIGINATION ORIGINATION
- ------------------------------ --------- -------------------- --------------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Jeffrey G. Parker............. 1/15/98 Unsecured $ 293,245 $ 293,245 9.500% 9.500%
Director Line of Credit
</TABLE>
At June 30, 1999, Home Federal had approximately $293,245 (or 0.6% of the
Corporation's stockholders' equity) of loans to directors, executive officers
and affiliates of such persons.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors and executive officers, and persons who own more than
10% of a registered class of the Corporation's equity securities, to file with
the SEC initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Corporation. Officers, directors
and greater than 10% stockholders are required by SEC regulation to furnish the
Corporation with copies of all Section 16(a) forms they file. To the
Corporation's knowledge, based solely on a review of the copies of such reports
furnished to the Corporation and written representations that no other reports
were required, during the fiscal year ended June 30, 1999, all Section 16(a)
filing requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with.
PROPOSAL II--RATIFICATION OF THE APPOINTMENT OF AUDITORS
The Board of Directors has renewed the Corporation's agreement for McGladrey
& Pullen, LLP to be its auditors for the fiscal year ending June 30, 2000,
subject to the ratification of the appointment by the Corporation's
stockholders. A representative of McGladrey & Pullen, LLP is expected to attend
the Meeting to respond to appropriate questions and will have an opportunity to
make a statement.
The Board of Directors unanimously recommends that stockholders vote "FOR"
the ratification of the appointment of McGladrey & Pullen, LLP as the
Corporation's auditors for the fiscal year ending June 30, 2000.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Corporation'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 Corporation's executive offices,
225 South Main Avenue, Sioux Falls, South Dakota 57104, no later than June 17,
2000. Any such proposals shall be subject to the requirements of the proxy rules
adopted under the Securities Exchange Act of 1934. Stockholders who intend to
present a proposal at next year's Annual Meeting of Stockholders without
including such proposal in the Corporation's proxy statement must provide the
Corporation with notice of such proposal not less than 30 days prior to the date
of next year's Annual Meeting of Stockholders. The Corporation reserves the
right to reject, rule out of order, or take other appropriate action with
respect to any proposal that does not comply with these and other applicable
requirements.
12
<PAGE>
ANNUAL REPORT
The Corporation's Annual Report for the fiscal year ending June 30, 1999,
including financial statements, is being mailed with this proxy statement to
stockholders entitled to notice of the Meeting. A copy of the Corporation's
Annual Report on Form 10-K, including schedules, as filed with the United States
Securities and Exchange Commission may be obtained without charge upon written
request to Mr. Gene F. Uher, Executive Vice President, Chief Operations Officer
and Secretary, HF Financial Corp., P.O. Box 5000, Sioux Falls, SD 57117-5000.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than the matters described above in this Proxy Statement. However,
if any other matters should properly come before the Meeting, it is intended
that holders of the proxies will act in accordance with their best judgment.
The cost of solicitation of proxies will be borne by the Corporation. The
Corporation 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 solicitation by mail,
directors and officers of the Corporation and regular employees of the Bank may
solicit proxies personally or by telegraph or telephone, without additional
compensation.
By Order of the Board of Directors,
/s/ Gene F. Uher
GENE F. UHER
EXECUTIVE VICE PRESIDENT,
CHIEF OPERATIONS OFFICER AND SECRETARY
Sioux Falls, South Dakota
October 15, 1999
13
<PAGE>
REVOCABLE PROXY CARD
HF FINANCIAL CORP.
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 17, 1999
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints, Paul J. Hallen, Robert L. Hanson,
Kevin T. Kirby, JoEllen G. Koerner and Wm. G. Pederson each with the power to
act alone and with full power of substitution, to act as attorneys and
proxies for the undersigned to vote all shares of common stock of the
Corporation which the undersigned is entitled to vote at the Annual Meeting
of Stockholders (the "Meeting"), to be held on November 17, 1999, at the Best
Western Ramkota Inn located at 2400 North Louise Avenue, Sioux Falls, South
Dakota at 2:00 p.m., Sioux Falls, South Dakota time, and at any and all
adjournments thereof, as specified on the reverse side of this proxy.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED HEREON AND THE
APPOINTMENT OF MCGLADREY & PULLEN, LLP. IF ANY OTHER BUSINESS IS PRESENTED AT
SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR
BEST JUDGEMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE MEETING.
(CONTINUED ON REVERSE SIDE)
<PAGE>
Please mark
your votes as
indicated in
this example /X/
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES
LISTED BELOW, AND THE APPOINTMENT OF MCGLADREY & PULLEN, LLP.
For all
For all nominees, except
nominees as marked below
I. To elect as directors of all nominees listed. / / / /
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE.
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
Curtis L. Hage Jeffrey G. Parker Thomas L. Van Wyhe
FOR AGAINST ABSTAIN
II. To ratify the appointment of McGladrey & Pullen, / / / / / /
LLP as auditors of the Corporation for the fiscal
year ending June 30, 2000.
- --------------------------------------------------------------------------------
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In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment thereof.
Should the undersigned be present and elect to vote at the Meeting or at
any adjournment thereof, and after notification to the Secretary of the
Corporation at the Meeting of the stockholder's decision to terminate this
Proxy, then the power of such attorneys and proxies shall be deemed
terminated and of no further force and effect.
The undersigned acknowledges receipt from the Corporation, prior to the
execution of this Proxy, Notice of the Annual Meeting, a Proxy Statement
dated October 15, 1999, and the Corporation's Annual Report to Stockholders
for the fiscal year ended June 30, 1999.
Signatures(s) ___________________________________________ Date ____________
