SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 5, 1997
HMN FINANCIAL, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 0-24100 41-1777397
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) Number)
101 NORTH BROADWAY, SPRING VALLEY, MINNESOTA 55975
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (507) 346-7345
N/A
_________________________________________________________________
(Former name or former address, if changed since last report)
<PAGE>
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 5, 1997, HMN Financial, Inc. ("HMN"), through
its wholly owned subsidiary, Home Federal Savings Bank
("HFSB") completed its merger with Marshalltown Financial
Corporation ("MFC") pursuant to an Agreement and Plan of
Merger (the "Merger"), previously filed with HMN's Current
Report on Form 8-K dated July 1, 1997 (No. 0-22943). The
aggregate consideration for the Merger is $24.8 million,
consisting of $23.7 million for 1.35 million outstanding
shares of MFC stock, or $17.51 per share, and $1.1 million
for the outstanding MFC options. HMN owned 60,000 shares of
MFC stock which were cancelled upon the completion of the
Merger. The Merger will be accounted for as a purchase
transaction.
The transaction is being funded through a combination of
existing liquid assets, the sale of securities, and short-term borrowings
from the Federal Home Loan Bank of Des Moines.
Register and Transfer Co., 10 Commerce Drive, Cranford, New
Jersey, 07016 is the exchange agent in connection with the
exchange of MFC shares for cash. Any questions should be
directed to Register and Transfer Co. telephone 1-800-368-5948.
Certain additional information regarding the Merger is
contained in the press releases (the "Press Releases") dated
July 1, 1997, November 7, 1997 and November 19, 1997. The
Press Releases are attached as exhibits and are incorporated
herein by reference.
Item 5. OTHER EVENTS
On November 7, 1997 the Registrant issued the attached press
release announcing Marshalltown Shareholders' Approval to
Merge. This press release is attached as Exhibit 99.2.
On November 19, 1997 the Registrant issued the attached
press release announcing Approval by the Office of Thrift
Supervision of the Merger. This press release is attached
as Exhibit 99.3.
On December 8, 1997 the Registrant issued the attached press
release announcing the completion of merger with
Marshalltown Financial Corporation. This press release is
attached as Exhibit 99.4.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a)(b) Financial Statements of the Business Acquired and
Pro Forma Financial Information. The financial
statements of MFC and the pro forma financial
information required by this item will be filed
supplementally by an amendment to this report on
or before February 13, 1998.
(c) Exhibits
99.1 Press release dated July 1, 1997. Previously filed
July 10, 1997 on form 8-K.
99.2 Press release dated November 7, 1997.
99.3 Press release dated November 19, 1997.
99.4 Press release dated December 8, 1997.
<PAGE>
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 thereunto duly authorized.
HMN FINANCIAL, INC.
Date: December 10, 1997 By:/s/ Roger P. Weise
---------------------
Roger P. Weise, Chairman
and Chief Executive Officer
[graphic of open-winged eagle]
HMN FINANCIAL, INC.
101 North Broadway
Spring Valley, MN 55975
Phone 507-346-7345
Fax 507-346-1111
NEWS RELEASE CONTACT: James B. Gardner,
Executive Vice President
HMN Financial, Inc. (507) 346-7345
FOR IMMEDIATE RELEASE
HMN FINANCIAL, INC. ANNOUNCES AGREEMENT TO ACQUIRE MARSHALLTOWN
- ---------------------------------------------------------------
FINANCIAL CORPORATION
- ---------------------
SPRING VALLEY, MINNESOTA, July 1, 1997 . . . HMN Financial,
Inc. (HMN) (NASDAQ:HMNF), the thrift holding company for Home
Federal Savings Bank, and Marshalltown Financial Corporation
(NASDAQ:MFCX), the thrift holding company for Marshalltown
Savings Bank, FSB, have entered into a definitive agreement to
merge. Under the agreement, HMN Financial will acquire in a cash
transaction valued at $25.9 million, or $17.51 per share, all
outstanding shares of Marshalltown Financial's common stock.
The agreement is subject to regulatory approvals, as well as
approval of Marshalltown Financial's shareholders, a process that
is expected to be completed by the end of the year. Due
diligence work has been completed by HMN. Marshalltown Savings
Bank, FSB will be operated as a division of Home Federal. HMN
expects that the transaction will be slightly dilutive to
earnings for the first twelve months after closing and then
accretive to earnings thereafter. The previous forward-looking
statement regarding earnings expectations involves risks and
uncertainties and actual results may be materially different.
Factors that could cause actual results to differ include the
successful integration of the two thrifts, retention of key
employees of both companies, successful integration of products,
as well as competitive conditions in the banking industry.
HMN's President and Chief Executive Officer, Roger P. Weise,
said that the acquisition provides his company with a unique
opportunity to significantly expand its market into the
neighboring State of Iowa.
Richard Rathke, President of Marshalltown Financial, stated
that his company's alliance with HMN presents a good opportunity
for the Bank, its customers and employees with an expansion of
products and services.
more...
Marshalltown Financial, which operates two offices in
Marshalltown and one office in Toledo, Iowa, had assets of $127.1
million and deposits of $106.0 million at March 31, 1997. With
total equity capital of $19.8 million, Marshalltown Financial is
in full compliance with its regulatory capital requirements.
Marshalltown is located approximately 45 miles northeast of Des
Moines.
HMN, which operates seven retail banking offices in southern
Minnesota and one mortgage banking office in Eden Prairie,
Minnesota, completed its mutual-to-stock conversion in June 1994.
On a consolidated basis, HMN Financial has $553.0 million of
assets and stockholders equity of $78.8 million at March 31,
1997.
***END***
[graphic of open-winged eagle]
HMN FINANCIAL, INC.
101 North Broadway
Spring Valley, MN 55975
Phone 507-346-7345
Fax 507-346-1111
NEWS RELEASE CONTACT: James B. Gardner,
Executive Vice President
HMN Financial, Inc. (507) 346-7345
Kathy L. Baker, Investor Relations
Marshalltown Financial Corporation
(515) 754-6000
FOR IMMEDIATE RELEASE
HMN FINANCIAL, INC. AND MARSHALLTOWN FINANCIAL CORPORATION
- ------------------------------------------------------------
JOINTLY ANNOUNCE MARSHALLTOWN SHAREHOLDERS' APPROVAL TO MERGE
- -------------------------------------------------------------
SPRING VALLEY, MINNESOTA, November 7, 1997 . . . HMN
Financial, Inc. (HMN) (NASDAQ:HMNF), the thrift holding company
for Home Federal Savings Bank, and Marshalltown Financial
Corporation (MFC) (NASDAQ:MFCX), the thrift holding company for
Marshalltown Savings Bank, FSB, are pleased to announce that the
shareholders of Marshalltown Financial Corporation approved and
adopted, at a special meeting held on November 7, 1997, the
Agreement and Plan of Merger, dated as of July 1, 1997 between
HMN Financial, Inc. and Marshalltown Financial Corporation.
The Agreement and Plan of Merger (the Agreement) is still
subject to regulatory approval, a process that is expected to be
completed before the end of November. Under the Agreement, HMN
will acquire in a cash transaction valued at $25.9 million, or
$17.51 per share, all outstanding shares of MFC's common stock.
At September 30, 1997, MFC had total assets of $125.5 million,
deposits of $103.7 million and shareholders' equity of $20.3
million. Marshalltown Savings Bank, FSB operates full service
retail banking facilities in Marshalltown and Toledo, Iowa.
HMN Financial, Inc. and Home Federal Savings Bank are
headquartered in Spring Valley, MN. Home Federal Savings Bank
operates seven offices in southern Minnesota and a mortgage
banking office in Eden Prairie, Minnesota.
***END***
[graphic of open-winged eagle]
HMN FINANCIAL, INC.
101 North Broadway
Spring Valley, MN 55975
Phone 507-346-7345
Fax 507-346-1111
NEWS RELEASE CONTACT: James B. Gardner,
Executive Vice President
HMN Financial, Inc. (507) 346-7345
Kathy L. Baker, Investor Relations
Marshalltown Financial Corporation
(515) 754-6000
FOR IMMEDIATE RELEASE
HMN FINANCIAL, INC. AND MARSHALLTOWN FINANCIAL CORPORATION
- ----------------------------------------------------------
JOINTLY ANNOUNCE APPROVAL BY OFFICE OF THRIFT SUPERVISION OF
- ------------------------------------------------------------
MERGER
- ------
SPRING VALLEY, MINNESOTA, November 19, 1997 . . . HMN
Financial, Inc. (HMN) (NASDAQ:HMNF), the thrift holding company
for Home Federal Savings Bank, and Marshalltown Financial
Corporation (MFC) (NASDAQ:MFCX), the thrift holding company for
Marshalltown Savings Bank, FSB, are pleased to announce that the
Office of Thrift Supervision has approved the merger of HMN
Financial, Inc. and Marshalltown Financial Corporation. The
actual merger will be completed in December of 1997, following a
mandatory waiting period of 15 days.
Under the Agreement and Plan of Merger (the Agreement), HMN
will acquire in a cash transaction valued at $25.9 million, or
$17.51 per share, all outstanding shares of MFC's common stock.
At September 30, 1997, MFC had total assets of $125.5 million,
deposits of $103.7 million and shareholders' equity of $20.3
million. Marshalltown Savings Bank, FSB operates full service
retail banking facilities in Marshalltown and Toledo, Iowa.
HMN Financial, Inc. and Home Federal Savings Bank are
headquartered in Spring Valley, MN. Home Federal Savings Bank
operates seven offices in southern Minnesota and a mortgage
banking office in Eden Prairie, Minnesota.
***END***
[graphic of open-winged eagle]
HMN FINANCIAL, INC.
101 North Broadway
Spring Valley, MN 55975
Phone 507-346-7345
Fax 507-346-1111
NEWS RELEASE CONTACT: James B. Gardner,
Executive Vice President
HMN Financial, Inc. (507) 346-7345
FOR IMMEDIATE RELEASE
HMN FINANCIAL, INC. ANNOUNCES COMPLETION OF MERGER WITH
- -------------------------------------------------------
MARSHALLTOWN FINANCIAL CORPORATION
- ----------------------------------
SPRING VALLEY, MINNESOTA, December 8, 1997 . . . HMN
Financial, Inc. (HMN) (NASDAQ:HMNF), the thrift holding company
for Home Federal Savings Bank (the Bank), and Marshalltown
Financial Corporation (MFC) (NASDAQ:MFCX), the thrift holding
company for Marshalltown Savings Bank, FSB, have completed their
merger. MFC was merged into Home Federal Savings Bank and will
be operated as a branch of the Bank. The aggregate merger
consideration was $24.8 million, consisting of $23.7 million for
the 1.35 million outstanding MFC shares, or $17.51 per MFC share,
and $1.1 million for the outstanding MFC options. HMN owned
60,000 shares of MFC, which were cancelled under the merger
agreement. The merger is being accounted for as a purchase
transaction.
"The merger consideration is all cash and therefore utilizes
Home Federal's excess capital to increase the assets and
liabilities of the Bank," said HMN Chairman and Chief Executive
Officer Roger P. Weise. "The geographic expansion of the Bank
out of southern Minnesota into Iowa will allow the Bank to
service new markets and also increase its customer base."
Letter of transmittal forms will be mailed by Registrar and
Transfer Company, the exchange agent, to MFC shareholders on
December 10, 1997. The transmittal forms must be returned to the
exchange agent within 180 days of December 5, 1997. All
questions with respect to the surrender of certificate(s) of MFC
common stock should be made directly to the Registrar and
Transfer Company at 1-800-368-5948, extension 7760.
On July 1, 1997, HMN and MFC announced an Agreement and Plan
of Merger (the Agreement). On November 7, 1997, HMN and MFC
announced MFC's shareholder approval of the Agreement. On
November 18, 1997 HMN received approval from the Office of Thrift
Supervision to close the Agreement.
At September 30, 1997, MFC had total assets of $125.5
million, deposits of $103.7 million and shareholders' equity of
$20.3 million.
HMN Financial, Inc. and Home Federal Savings Bank are
headquartered in Spring Valley, MN. Home Federal Savings Bank
operates seven offices in southern Minnesota and a mortgage
banking office in Eden Prairie, Minnesota. As a result of the
merger it now operates two full service retail banking facilities
in Marshalltown and Toledo, Iowa.
***END***
