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 the 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 ss. 240.14a-11(c) or ss. 240.14a-12
HFB FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(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.
$125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
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>
September 20, 1999
Dear Stockholder:
We invite you to attend the 1999 Annual Meeting of Stockholders of HFB
Financial Corporation (the "Corporation"), the holding company of Home Federal
Bank, Federal Savings Bank, to be held at Pine Mountain State Resort Park,
Pineville, Kentucky, on Tuesday, October 19, 1999 at 2:00 p.m.
The Meeting has been called for the election of directors. Enclosed is a
proxy statement, a proxy card and an Annual Report to Stockholders for the 1999
fiscal year. Directors and officers of the Corporation, as well as
representatives of the Corporation's independent auditors, will be present to
respond to any questions the stockholders may have.
YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. On
behalf of the Board of Directors, we urge you to please sign, date and return
the enclosed proxy card in the enclosed postage-prepaid envelope as soon as
possible, even if you currently plan to attend the annual meeting. 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,
David B. Cook
President
<PAGE>
HFB FINANCIAL CORPORATION
1602 CUMBERLAND AVENUE
MIDDLESBORO, KENTUCKY 40965
(606) 248-1095
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 19, 1999
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Stockholders (the
"Meeting") of HFB Financial Corporation (the "Corporation"), the holding company
of Home Federal Bank, Federal Savings Bank, will be held at Pine Mountain State
Resort Park, Pineville, Kentucky on Tuesday, October 19, 1999 at 2:00 p.m.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of three directors of the Corporation; and
2. Such other matters as may properly come before the Meeting or any
adjournment thereof.
NOTE: 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, by
original or later adjournment, the Meeting may be adjourned. Pursuant to the
Bylaws of the Corporation, the Board of Directors has fixed the close of
business on September 1, 1999, as the record date for determination of the
stockholders entitled to vote at the Meeting and any adjournments thereof.
You are requested to fill in and sign the enclosed form of proxy which is
solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The proxy will not be used if you attend and vote at the Meeting in
person.
BY ORDER OF THE BOARD OF DIRECTORS
Frank W. Lee
Secretary
Middlesboro, Kentucky
September 20, 1999
IMPORTANT: PLEASE SIGN, DATE AND COMPLETE THE ENCLOSED PROXY. THE PROMPT RETURN
OF PROXIES WILL SAVE YOUR CORPORATION THE EXPENSE OF FURTHER REQUESTS FOR
PROXIES IN ORDER TO INSURE A QUORUM. AN ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
OF
HFB FINANCIAL CORPORATION
1602 CUMBERLAND AVENUE
MIDDLESBORO, KENTUCKY 40965
(606) 248-1095
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 19, 1999
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of HFB Financial Corporation (the
"Corporation"), the holding company of Home Federal Bank, Federal Savings Bank
("Home Federal" or the "Bank"), to be used at the Annual Meeting of Stockholders
of the Corporation (the "Meeting") which will be held at Pine Mountain State
Resort Park, Pineville, Kentucky, on Tuesday, October 19, 1999 at 2:00 p.m. The
accompanying Notice of Annual Meeting and this Proxy Statement are being first
mailed to stockholders on or about September 20, 1999.
REVOCATION AND VOTING 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 Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Corporation, the filing of a later proxy prior to
a vote being taken on a particular proposal at the Meeting or by attendance at
the Meeting and voting in person. A written notice revoking a previously
executed proxy should be sent to HFB Financial Corporation, 1602 Cumberland
Avenue, Middlesboro, Kentucky 40965 -- Attention: Frank W. Lee, Secretary.
Proxies solicited by the Board of Directors of the Corporation 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 below
and in favor of each of the other proposals set forth in this Proxy Statement
for consideration at the Meeting.
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 with respect to 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,
subject to applicable securities laws.
Proxies marked as abstentions will not be counted as votes cast. In
addition, 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 no-votes, however, will be treated as shares present
for purposes of determining whether a quorum is present.
VOTING SECURITIES AND SECURITY OWNERSHIP
Holders of record of the Corporation's common stock, par value $1.00 per
share (the "Common Stock"), as of the close of business on September 1, 1999
(the "Record Date") are entitled to one vote for each share then held. As of the
Record Date, the Corporation had 1,100,985 shares of Common Stock issued and
outstanding. The presence, in person or by proxy, of at least a majority of the
total number of shares of the Common Stock outstanding on the Record Date will
be required to constitute a quorum at the Meeting.
<PAGE>
The following table sets forth information as of the Record Date (i) with
respect to any person who was known to th e Corporation to be the beneficial
owner of more than 5% of the Common Stock and (ii) with respect to the
beneficial ownership of Common Stock by each director or nominee of the
Corporation, by each executive officer of the Corporation who is not a Director,
and by all directors and executive officers of the Corporation as a group.
<TABLE>
<CAPTION>
Amount and Nature Percent of Shares
of Beneficial of Capital Stock
Beneficial Owner Ownership (1)(2) Outstanding
---------------- ---------------- -----------
<S> <C> <C>
Frank W. Lee, Director 25,675 2.33%
Charles A. Harris, Director 31,625 2.87
Frances Coffey Rasnic, Director 6,187 .56
David B. Cook, Director and Executive Officer 67,763 6.15
Earl Burchfield, Director 33,333 3.02
E.W. Nagle, Director 18,687 1.70
Robert V. Costanzo, Chairman of the Board 15,495 1.40
Stanley Alexander, Jr., Executive Officer 10,649 .97
All directors and executive
officers as a group (8 persons) 209,414(3) 19.00
</TABLE>
- -----------------
(1) As to the Corporation's directors and executive officers, includes 4000,
6021, 6021 and 16,042 shares which may be acquired by Messrs. Burchfield,
Costanzo, Ms. Rasnic and all directors and executive officers as a group
upon the exercise of stock options granted under the HFB Financial
Corporation 1992 Stock Option Plan.
(2) Includes 18,321 shares, 5,604 shares, 3,844 shares, 9,644 shares, 1,100
shares and 38,513 shares held for the benefit of Directors Lee, Harris,
Cook, Burchfield, Costanzo and all directors and executive officers as a
group, respectively, through trusts established under the Bank's
discontinued and current deferred compensation plans for directors. In
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, a person is deemed to be the beneficial owner, for purposes of
this table, of any shares of Common Stock if he or she has or shares voting
or investment power with respect to such Common Stock or has a right to
acquire beneficial ownership at any time within 60 days from the Record
Date. As used herein, "voting power" is the power to vote or direct the
voting of shares and "investment power" is the power to dispose or direct
the disposition of shares. Except as otherwise noted, ownership is direct,
and the named individuals and group exercise sole voting and investment
power over the shares of the Common Stock.
(3) Includes shares held by certain directors and executive officers as
custodians under Uniform Transfers to Minors Acts, by their spouses and
children and for the benefit of certain directors and executive officers
under individual retirement accounts ("IRAs"). Includes 38,513 shares owned
by directors and executive officers through trusts established under the
Bank's discontinued and current deferred compensation plans for directors.
<PAGE>
PROPOSAL I - ELECTION OF DIRECTORS
GENERAL
The Corporation's Board of Directors has seven members, with approximately
one-third elected annually in accordance with the Corporation's bylaws. At the
Meeting, three persons nominated by the Board of Directors, who currently are
directors and whose terms expire in 1999, will stand for election.
The Board of Directors has nominated Frank W. Lee, Charles A. Harris and
Frances Coffey Rasnic to serve as directors for a three-year period or until
their respective successors have been elected and shall qualify. It is intended
that the persons named in the proxies solicited by the Board will vote for the
election of the named nominees. 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. At this time, the Board
knows of no reason why any nominee might be unavailable to serve.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ELECTION OF EACH
OF THE NOMINEES.
The following table sets forth for each nominee and for each director
continuing in office, such person's name, age as of June 30, 1999, the year he
or she first became a director of the Bank or the Corporation and the year his
or her current term as a director will expire. All such persons became directors
of the Corporation in 1992, upon the Corporation's organization, except Ms.
Rasnic, who was appointed a director of the Corporation in 1996.
YEAR FIRST CURRENT
ELECTED OR TERM
AGE AS OF APPOINTED TO
NAME JUNE 30, 1999 DIRECTOR EXPIRE
- ---- ------------- ---------- ------
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2002
Frank W. Lee 86 1952 1999
Charles A. Harris 65 1987 1999
Frances Coffey Rasnic 50 1996 1999
DIRECTORS CONTINUING IN OFFICE
David B. Cook 49 1974 2000
Earl Burchfield 69 1976 2000
E. W. Nagle 87 1961 2001
Robert V. Costanzo 43 1989 2001
The principal occupation of each Director and Executive Officer of the
Corporation during the last five years is set forth below.
FRANK W. LEE currently serves as Secretary/Treasurer of the Bank and the
Corporation. He has a law degree and is a member of the Kentucky Bar
Association. Mr. Lee is a retired pharmacist and is the past owner of Lee's Drug
Store in Middlesboro, Kentucky. Mr. Lee is a former director of a local bank.
CHARLES A. HARRIS is retired owner of Harris Insurance Agency in Harlan,
Kentucky. Mr. Harris is serving, or has served as President of the Harlan Lions
Club, Chairman of the Harlan County Chapter of American Red Cross and Volunteer
for ARC State Disaster Team, Harlan Chamber of Commerce, Councilman of City of
Harlan, Kentucky, Harlan Volunteer Firefighters, Harlan School Futures
Committee, Advisor to Harlan State Vocational Technical School, President of the
Alumni Association of Harlan Boys Choir, Board Member of Red Bird Mission,
Beverly, Kentucky and Board Member of Harlan County Extension Service. Mr.
Harris is also a member of the Oleika Shrine and the Harlan County Shrine Club.
<PAGE>
FRANCES COFFEY RASNIC is currently employed at Coffey Funeral Home in New
Tazewell, Tennessee and Harrogate, Tennessee. She is a businesswoman who remains
active in the Claiborne County Chamber of Commerce and serves this community as
Memorial Secretary of the American Cancer Society and Board Member of the
Clinch-Powell Enterprise Community. She is a member of the New Tazewell United
Methodist Church.
DAVID B. COOK currently serves as president and CEO of Home Federal Bank
FSB in Middlesboro, Kentucky and HFB Financial Corporation, Jacksboro,
Tennessee. A graduate of Western Kentucky University and a member of First
Baptist Church in Middlesboro, Mr. Cook has served as president of both the
Lexington Chapter of the Society of Real Estate appraisers and the ROHO Club of
Middlesboro. He has previously served as a board member on the Bell County
Chamber of Commerce, the Board of Housing Appeals for the city of Middlesboro
and the City Council's Finance Committee. He is a past board member of the
Bluegrass Council of Boy Scouts of America, Lexington, Kentucky. Mr. Cook is
presently on the board of the Bell County Industrial Foundation and Revolving
Loan Committee.
EARL BURCHFIELD is retired as a newspaper publisher. Mr. Burchfield is a
past member of the Middlesboro Rotary Club, a past trustee of Applachian
Hospitals, a past member of Bell County and Claiborne County Chambers of
Commerce and active in the area Gideons organization. He serves as a Nursing
Home Volunteer, as well as church treasurer and Deacon.
E. W. NAGLE is retired from the Middlesboro Tanning Company, where he
served as an officer. He is a member of the Lions Club and a Charter Member of
the All Sports Hall of Fame.
ROBERT V. COSTANZO is Chairman of the Board of the Corporation. He is a
partner in the law firm of Bowling, Johnson and Costanzo and practices primarily
in the Middlesboro Office. He is a member of the Kentucky Bar Association and
the Kentucky Academy of Trial Attorneys. He is also dispute resolution
Arbitrator for the Kentucky Bar Association, Bell County District Court Trial
Commissioner, a member of Kiwanis International, and a board member of the Bell
County Chamber of Commerce.
EXECUTIVE OFFICER WHO IS NOT A DIRECTOR
The following sets forth information with respect to the executive officer
of the Corporation, including his age as of the Record Date, who does not serve
on the Board of Directors.
STANLEY ALEXANDER, JR., age 50, is currently the Bank's and the
Corporation's Chief Financial Officer. Mr. Alexander graduated from the Graduate
School of Banking at the University of Wisconsin in 1984 and had 17 years of
banking experience prior to joining the Bank in 1991. He has served as treasurer
of the Middlesboro-Bell County Airport Board, Secretary of the ROHO Club, and as
a member of the "Advisory Group" to the Middlesboro City Council's Finance
Committee.
COMMITTEES OF THE BOARDS OF DIRECTORS OF THE CORPORATION
The Boards of Directors of the Corporation and the Bank conduct their
business through meetings of the Boards and their committees. During the fiscal
year ended June 30, 1999, the Corporation's Board of Directors held twelve
meetings. No current director attended fewer than 75% of the total aggregate
meetings of the Corporation's Board of Directors and committees on which such
Board member served during fiscal 1999.
The Corporation's audit committee is comprised of Directors Burchfield
(Chairman) and Rasnic, and Chief Financial Officer Stanley Alexander, Jr. The
audit committee meets as needed, to examine and approve the audit report
prepared by the independent auditors of the Corporation. During fiscal 1999, the
Corporation's audit committee met three times.
The Corporation's Nominating Committee is comprised of the full Board of
Directors for the purpose of evaluating candidates and making nominations for
election as directors. This Committee met once during fiscal 1999 in that
capacity. While the Board of Directors will consider nominees recommended by
stockholders, it has not actively solicited recommendations from the
Corporation's stockholders for nominees nor, subject to the procedural
requirements set forth in the Corporation's Charter and Bylaws, established any
procedures for this purpose.
<PAGE>
The Corporation's compensation committee is comprised of Directors Lee
(Chairman), Burchfield and Harris. The Committee meets periodically to evaluate
the compensation and fringe benefits of the directors, officers and employees
and to recommend changes and to monitor and evaluate employee morale. The
compensation committee met once during fiscal 1999.
EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
The Corporation's principal subsidiary is the Bank. The Corporation has no
full time employees, relying instead on employees of the Bank for the limited
corporate services provided. All compensation paid to officers and other
employees is paid by the Bank. Other than as set forth below, no executive
officer's total salary and bonus for the fiscal year exceeded $100,000 for
services rendered in all capacities to the Corporation and its subsidiaries.
<TABLE>
<CAPTION>
Long-Term
Compensation
Name and Principal Annual Compensation(1) Payout of All Other
Position Year Salary Bonus Restricted Stock Compensation(2)
-------- ---- ------ ----- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
David B. Cook
President and Chief 1999 $126,575 $14,987 $ --- $34,721
Executive Officer of the 1998 118,875 5,989 19,739 38,608
Corporation and the Bank 1997 112,500 11,094 58,964 41,481
</TABLE>
(1) Excludes perquisites, which did not exceed 10% of each named executive
officer's annual salary and bonus.
(2) Includes fees in the amount of $12,400 in fiscal 1999, $11,200 in fiscal
1998 and $9,900 in fiscal 1997 for Mr. Cook's services as a director for
the Corporation and the Bank. ESOP contributions in fiscal 1999, 1998 and
1997 for the benefit of Mr. Cook were $22,321, $27,408 and $30,483,
respectively.
PENSION PLAN
The Corporation's principal subsidiary is the Bank. The Bank participates
in a multiple employer defined benefit plan (the "Pension Plan"). Employees who
have one year of service and reached age 21 are eligible to participate in the
Pension Plan. They are 100% vested after five years of service. Employees are
entitled to a normal retirement benefit at age 65 equal to 2% times years of
benefit service times the average annual salary (as defined) for the five
consecutive years of highest salary during benefit service, with annual 1%
adjustments for retirees who attain age 66 and older. The Pension Plan also
provides for early retirement benefits (commencing as early as age 55),
disability retirement benefits and death benefits. Contributions are actuarially
determined. The Bank makes all contributions to the Pension Plan. During 1999,
the Bank did not contribute to the Pension Plan. At June 30, 1999, Mr. Cook had
27 years of credited service under the Pension Plan.
EMPLOYMENT AGREEMENT
In 1999, the Bank entered into an amended and restated employment agreement
with Mr. Cook as President and Chief Executive Officer. As President and Chief
Executive Officer, Mr. Cook is responsible for overseeing all operations of the
Bank, and for implementing the policies adopted by the Board of Directors. The
employment agreement has a term of three years and, pursuant to the terms of the
agreement, it shall be extended on each anniversary date from the date of
commencement of the agreement for an additional one-year period beyond the then
effective expiration date, upon a determination by the Board of Directors that
performance of the employee has met the required standards and that such
agreement should be extended. The agreement provides for an annual base salary
of $130,000. The agreement provides for a salary review by the Board of
Directors not less often than annually, as well as inclusion in any
discretionary bonus plans, retirement and medical plans, customary fringe
benefits and vacation and sick leave. The agreement is terminable by the Bank
for "just cause" as defined in the agreement. In the event of termination for
just cause, no severance benefits are available. If the Bank terminates an
<PAGE>
employee without just cause, the employee will be entitled to a continuation of
his salary and benefits from the date of termination through the remaining term
of the agreement plus an additional 12-month period, but in no event in excess
of three years' salary. The employee is able to voluntarily terminate his
agreement by providing 90 days' written notice to the Board of Directors, in
which case the employee is entitled to receive only his compensation, vested
rights, and benefits up to the date of termination. In the event of the
employee's death or disability, the employee or his estate will be entitled to a
continuation of his salary and benefits through the remaining term of the
agreement.
The employment agreement contains provisions stating that in the event of
(i) the employee's voluntary termination of employment for any reason within 30
days following a change in control of the Bank or the Corporation, or (ii) the
employee's involuntary termination of employment in connection with, or within
six months before or two years after, any change in control of the Bank or the
Corporation, the employee will be paid within 30 days of such termination a sum
equal to 2.99 times the average annual compensation he received during the
five-year period immediately prior to the date of change in control. "Control"
generally refers to the acquisition, by any person or entity, of the ownership
or power to vote more than 25% of the Bank's or Corporation's voting stock, or
the control of the election of a majority of Directors or the exercise of a
controlling influence over the management or policies of the Bank or
Corporation. The employment agreement also provides for a similar lump sum
payment to be made in the event of the employee's voluntary termination of
employment upon the occurrence, or within 90 days thereafter, of certain
specified events following any change in control, whether approval by the Board
of Directors or otherwise which have not been consented to in writing by the
employee including (i) requiring the employee to move his personal residence or
perform his principal executive functions more than 35 miles from the Bank's
current primary office, (ii) materially diminishing the employee's base
compensation, (iii) failing to maintain existing employee benefit plans,
including material vacation, fringe benefits, stock option and retirement plans,
(iv) assigning duties and responsibilities to the employee which are other than
those normally associated with his position with the Bank, (v) materially
diminishing the employee's authority and responsibility, (vi) failing to
re-elect the employee to the Bank's Board of Directors, and (vii) materially
diminishing the employee's secretarial or other administrative support. The
aggregate payments that would be made to David B. Cook assuming termination of
employment under the foregoing circumstances at June 30, 1999 would have been
approximately $283,725.
DIRECTORS' COMPENSATION
Members of the Board of Directors and committees of the Board of Directors
of the Corporation receive a monthly retainer of $750, plus $250 per regular or
special Board meeting attended.
TRANSACTIONS WITH MANAGEMENT
All of the Bank's loans to directors and executive officers are made on
substantially the same terms, including interest rates, as those prevailing for
comparable transactions and do not involve more than the normal risk of
repayment or present other unfavorable features. Furthermore, loans above the
greater of $25,000 or 5% of the Bank's capital and surplus (up to $500,000) to
such persons must be approved in advance by a disinterested majority of the
Board of Directors. The Bank does not offer favorable terms on mortgage loans to
directors or officers.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Olive, LLP, which was the Corporation's independent certified public
accounting firm for the 1999 fiscal year, has been retained by the Board of
Directors to be the Corporation's auditors for the 2000 fiscal year. A
representative of Olive, LLP is currently expected to be present at the Annual
Meeting to respond to stockholders' questions and will have the opportunity to
make a statement if he or she so desires.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in respect thereof
in accordance with the direction of the majority of the Board of Directors.
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to regulations promulgated under the Securities Exchange Act of
1934, as amended, the Corporation's officers, directors and persons who own more
than 10% of the outstanding Common Stock are required to file reports detailing
their ownership and changes of ownership in such Common Stock, and to furnish
the Corporation with copies of all such reports. Based solely on the
Corporation's review of ownership reports received prior to the Record Date, or
written representations from reporting persons that no annual report of change
in beneficial ownership is required, the Corporation believes that all
directors, executive officers and stockholders owning in excess of ten percent
of the Common Stock have complied with the reporting requirements for the 1999
fiscal year.
MISCELLANEOUS
The cost of solicitation of proxies will be borne by the Corporation. In
addition to solicitations by mail, directors, officers, and regular employees of
the Corporation may solicit proxies personally or by telegraph or telephone
without additional compensation.
The Corporation's Annual Report to Stockholders is being mailed to all
persons who were stockholders of record as of the close of business on September
1, 1999. Any stockholder who has not received a copy of such Annual Report may
obtain a copy by writing the Corporation. Such Annual Report is not to be
treated as a part of the proxy solicitation material nor as having been
incorporated herein by reference.
A COPY OF THE CORPORATION'S FORM 10-KSB AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE
RECORD DATE UPON WRITTEN REQUEST TO STANLEY ALEXANDER, JR., CHIEF FINANCIAL
OFFICER, HFB FINANCIAL CORPORATION, 1602 CUMBERLAND AVENUE, MIDDLESBORO,
KENTUCKY 40965.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the proxy materials of the
Corporation for next year's Meeting of Stockholders, any stockholder proposal to
take action at such meeting must be received at the Corporation's executive
office at 1602 Cumberland Avenue, Middlesboro, Kentucky 40965 no later than May
23, 2000. Any such proposal shall be subject to the requirements of the proxy
rules adopted under the Securities Exchange Act of 1934, as amended. Otherwise,
any stockholder proposal to take action at such meeting must be received at the
Corporation's executive office, at 1602 Cumberland Avenue, Middlesboro, Kentucky
40965 on or before September 22, 2000 (30 days prior to next year's anticipated
annual meeting date). In the event that the date of next year's annual meeting
changes, a stockholder proposal must be received not later than 30 days prior to
the new date of such annual meeting; provided, however, that in the event that
less than 40 days notice of the new date of annual meeting is given or made to
stockholders, notice of a proposal by a stockholder to be timely must be
received not later than the close of business on the tenth day following the day
on which notice of the new date of the annual meeting was mailed. All
stockholder proposals must also comply with the Corporation's bylaws and
Tennessee law.
BY ORDER OF THE BOARD OF DIRECTORS
Frank W. Lee
Secretary
Middlesboro, Kentucky
September 20, 1999
<PAGE>
REVOCABLE PROXY
HFB FINANCIAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 19, 1999
The undersigned hereby appoints Robert V. Costanzo, Earl Burchfield and
E.W. Nagle, with full powers of substitution, to act as attorneys and proxies
for the undersigned, to vote all shares of the common stock of HFB Financial
Corporation which the undersigned is entitled to vote at the Annual Meeting of
Stockholders, to be held at Pine Mountain State Resort Park, Pineville,
Kentucky, on Tuesday, October 19, 1999 at 2:00 p.m. and at any and all
adjournments thereof, as follows:
VOTE
FOR WITHHELD
--- --------
1. The election as directors of all
nominees listed below (except as
marked to the contrary below). [ ] [ ]
Frank W. Lee
Charles A. Harris
Frances Coffey Rasnic
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT
NOMINEE'S NAME ON THE LINE BELOW.
--------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED ABOVE.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, AS TO WHICH THIS PROXY CONFERS DISCRETIONARY
AUTHORITY, THIS PROXY WILL BE VOTED AS DIRECTED BY A MAJORITY OF THE BOARD OF
DIRECTORS.
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and vote at the Meeting or at any
adjournment thereof, then the power of said attorneys and prior proxies shall be
deemed terminated and of no further force and effect. The undersigned may also
revoke his proxy by filing a subsequent proxy or notifying the Secretary of his
decision to terminate his proxy.
The undersigned acknowledges receipt from the Corporation prior to the
execution of this proxy of notice of the Meeting, a Proxy Statement and an
Annual Report to Stockholders.
Dated: ___________________, 1999
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
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SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the enclosed 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 COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
