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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 20, 1997
HFB FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Tennessee 0-20956 61-1228266
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1602 Cumberland Avenue, Middlesboro, Kentucky 40965
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(608) 248-1095
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Not Applicable
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(Former name or former address, if changed since last report)<PAGE>
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Item 4. Changes in Registrant's Certifying Accountant.
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On May 20, 1997, HFB Financial Corporation (the "Regis
trant"), with the approval of the Board of Directors, determined
to dismiss the Registrant's independent public auditors, Grover
Greweling & Co., PSC, and to engage George S. Olive & Co. as the
Registrant's independent public auditors. The Board of Direc
tors' decision to engage George S. Olive & Co. is based on that
firm's larger community-based financial institution practice and
the result of a competitive process with five accounting firms.
Grover Greweling & Co., PSC's reports on the financial statements
of the Registrant for the past two fiscal years did not contain
any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or account
ing principles. During the two most recent fiscal years and the
interim period subsequent to August 2, 1996 through May 20, 1997
(date of dismissal), there have not been any disagreements
between the Registrant and Grover Greweling & Co., PSC on any
mater of accounting principles or practices, consolidated finan
cial statement disclosure or audit scope procedure.
George S. Olive & Co. has been engaged as the Registrant's
independent public auditors effective immediately. The Regis
trant has not requested or obtained any advice from George S.
Olive & Co. concerning any material accounting, auditing or
financial reporting issue regarding the application of accounting
principles to a specified transaction or the type of audit
opinions that might be rendered on the Registrant's consolidated
financial statements. A copy of a letter from Grover Greweling &
Co., PSC in response to this item is attached hereto as Exhibit
16.
Also on May 20, 1997, the Board of Directors of the Regis
trant declared a five for three stock split in the form of a 66
2/3% stock dividend, payable on June 30, 1997, to stockholders of
record as of June 15, 1997. For more information, reference is
made to the Press Release attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
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Exhibit 16 Letter From Grover Greweling & Co., PSC,
the Registrant's Former Accountant.
Exhibit 99.1 Press Release regarding stock split in form of
a stock dividend.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereto duly authorized.
COMMUNITY FINANCIAL CORP.
By: /s/ David B. Cook
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David B. Cook
President
Date: May 30, 1997
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[Letterhead of Grover Greweling & Co., PSC]
May 27, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have been furnished today with a copy of the response to Item
4 of Form 8-K for the event that occurred on May 20, 1997, to be
filed by our former client, HFB Financial Corporation. We agree
with the statements made in response to that item insofar as they
relate to our firm.
Very truly yours,
Gover Greweling & Co., PSC
Contact: David B. Cook, President FOR IMMEDIATE RELEASE
(606) 248-1095
HFB FINANCIAL CORPORATION
DECLARES FIVE FOR THREE STOCK SPLIT
IN THE FORM OF 66 2/3% STOCK DIVIDEND
The Board of Directors of HFB Financial Corporation on May
20, 1997 declared a five for three stock split in the form of a
66 2/3% stock dividend on the Company's outstanding Common Stock.
The stock dividend is payable on June 30, 1997 to stockholders of
record as of June 15, 1997.
Stockholders will receive five shares of Common Stock for
each three shares they hold on the record date. Stockholders
entitled to receive fractional shares will receive cash based on
the stock's market price on June 15, 1997. Management antici
pates the Corporation's next regular semi-annual cash dividend
will be paid on September 30, 1997, and expects the current
dividend rate per share will be reduced proportionately for both
the current and new shares.
David B. Cook, President of the Company, stated that the
Board of Directors determined that the payment of the stock
dividend was appropriate in light of the Company's capital
position, market price of the Common Stock and recent operating
results. He noted that any further dividends will depend upon
the Company's financial condition, earnings, equity structure,
capital needs, regulatory requirements and economic conditions.
HFB Financial Corporation is the holding company for Home
Federal Bank which specializes in residential mortgage lending
and banking services. The Bank serves Eastern Kentucky and
Northeastern Tennessee from its main office in Middlesboro,
Kentucky and branch offices in Harlan, Kentucky and New Tazewell,
Tennessee. Total assets of HFB Financial Corporation at March
31, 1997 were $155.5 million and stockholders' equity was $15.8
million.
