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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
AMENDMENT NO. 1
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 4, 1996
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COMMISSION FILE NO.: 0-25772
HF BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-0576146
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(State or other Jurisdiction of Incorporation (IRS Employer or
organization) Identification No.)
445 E. Florida Avenue, Hemet, California 92543
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (909) 658-4411
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The Registrant hereby amends the following items, financial statements,
exhibits or other portions of its Current Report on Form 8-K dated June 25,
1996.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(a) N/A
(b) The pro forma financial information that is required pursuant to
Article 11 of Regulation S-X is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
(c) Exhibits:
Exhibit No. Description
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99.1 HF Bancorp, Inc. and Subsidiary Unaudited Pro Forma
Statement of Condition as of March 31, 1996 and Consol-
idated Pro Forma Condensed Consolidated Statements of
Income for the year ended June 30, 1996 and related
notes.
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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 hereunto duly authorized.
By: /s/ J. Robert Eichinger
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J. Robert Eichinger
President and Chief Executive Officer
Dated: September 4, 1996
<PAGE> 1
EXHIBIT 99.1
HF Bancorp, Inc.
Proforma Statement of Condition
As of March 31, 1996
<TABLE>
<CAPTION>
Hawthorne ADJUSTMENTS HF Bancorp
HF Bancorp Savings Combined
LINE ITEMS Inc. FSB DEBIT CREDIT Proforma
- ---------------------------------------------------------------- ----------- ------------ ----------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents 21,713 178,241 159,511 (1) 40,443
Investment securities 215,033 35,040 (1) 250,073
Loans receivable, net of reserves 218,847 170 219,017
Mortgage-backed securities 271,454 25,033 (1) 296,487
Accrued interest receivable 6,028 6,028
Federal Home Loan Bank stock 6,147 6,147
Premises and equipment, net 4,392 1,541 5,933
Real estate owned, net
Acquired through foreclosure 2,073 2,073
Acquired for sale or investment 1,658 1,658
Other Assets 7,020 6,642 (3) 13,662
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TOTAL ASSETS 754,365 186,594 60,073 159,511 841,521
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LIABILITIES
Deposits accounts 486,764 185,189 1,405 (2) 673,358
Borrowed money 169,438 99,438 (1) 70,000
Accounts payable and other liabilities 10,141 1,405 1,405 (2) 10,141
Income taxes 1,749 1,749
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TOTAL LIABILITIES 668,092 186,594 100,843 1,405 755,248
STOCKHOLDERS' EQUITY
Common stock 66 66
Additional paid-in capital 51,093 51,093
Retained earnings 40,567 40,567
Net unrealized gain on securities AFS 55 55
Deferred stock compensation (5,508) (5,508)
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TOTAL STOCKHOLDERS' EQUITY 86,273 0 0 0 86,273
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TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY 754,365 186,594 160,916 160,916 841,521
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<FN>
Footnotes:
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(1) Cash acquired was used to reduce borrowed money and increase Investment securities and Mortgage-
backed securities.
(2) Represents recognition of accrued interest at acquisition credited to Deposit accounts.
(3) Includes Core deposit premium of $6,305.
</FN>
</TABLE>
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FOR THE NINE MONTHS ENDED MARCH 31, 1996
<TABLE>
<CAPTION>
HF BANCORP
9 MONTHS
ENDED COMBINED
03/31/96 ADJUSTMENTS PRO FORMA
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<S> <C> <C> <C>
Interest on loans $12,943 $1,500 (1) $14,443
Interest on mortgage-backed securities 14,518 1,350 (2) 15,868
Interest and dividends on investment securities 9,343 1,150 (3) 10,493
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Total interest income 36,804 4,000 40,804
Interest on deposit accounts 17,706 6,200 (4) 23,906
Interest on advances from the Federal Home Loan
Bank and other borrowings 4,864 (4,188)(5) 676
Net interest expense of hedging transactions 2,403 0 2,403
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Total interest expense 24,973 2,012 26,985
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Net interest income before provision for
estimated loan losses 11,831 1,988 13,819
Provision for estimated loan losses 622 0 622
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Net interest income after provision for
estimated loan losses 11,209 1,988 13,197
OTHER INCOME (EXPENSE):
Loan and other fees 140 14 154
Income (Loss) from real estate operations, net (343) 0 (343)
Savings account fees 465 121 586
Other income 491 (711) (220)
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Total other income (expense) 753 (576)(6) 177
GENERAL AND ADMINISTRATIVE EXPENSES:
Salaries and employee benefits 4,999 260 5,259
Occupancy and equipment expense 1,501 50 1,551
FDIC insurance and other assessments 1,002 275 1,277
Legal and professional services 357 0 357
Data processing service cost 604 125 729
Marketing 288 70 358
Savings account expense 182 45 227
Other 633 0 633
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Total general and administrative expense 9,566 825(7) 10,391
Earnings before income tax expense 2,396 587 2,983
Income tax expense 839 205 1,044
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Net earnings 1,557 382 1,939
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<FN>
A S S U M P T I O N S
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(1) Loan fundings of approximately $28.0 million.
(2) Mortgage-backed securities investments of approximately $25.0 million.
(3) Investment in Liquid assets and Treasury securities of approximately $26.0 million.
(4) Cost of deposit accounts on average balance of approximately $160.0 million.
(5) The cost of FHLB and other borrowings of approximately $100.0 million would not be required.
(6) Other Income (Expense) includes Core Deposit premium amortization.
(7) General & Administrative Expense includes added staff, facilities and service costs.
</FN>
</TABLE>
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HP BANCORP, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEAR ENDED JUNE 30, 1996
<TABLE>
<CAPTION>
HFBANCORP HFBANCORP
ACTUAL COMBINED
06/30/96 ADJUSTMENTS PRO FORMA
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<S> <C> <C> <C>
Interest on loans $17,648 $2,000 (1) $19,648
Interest on mortgage-backed securities 19,113 1,800 (2) 20,913
Interest and dividends on investment securities 13,594 1,533 (3) 15,127
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Total interest income 50,355 5,333 55,688
Interest on deposit accounts 23,781 8,267 (4) 32,048
Interest on advances from the Federal Home Loan
Bank and other borrowings 7,086 (5,584)(5) 1,502
Net interest expense of hedging transactions 3,192 0 3,192
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Total interest expense 34,059 2,683 36,742
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Net interest income before provision for
estimated loan losses 16,296 2,650 18,946
Provision for estimated loan losses 1,054 0 1,054
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Net interest income after provision for
estimated loan losses 15,242 2,650 17,892
OTHER INCOME (EXPENSE):
Loan and other fees 193 19 212
Income (Loss) from real estate operations, net (498) 0 (498)
Savings account fees 620 161 781
Other income 450 (948) (498)
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Total other income (expense) 765 (768)(6) (3)
GENERAL AND ADMINISTRATIVE EXPENSES:
Salaries and employee benefits 6,790 347 7,137
Occupancy and equipment expense 2,023 67 2,090
FDIC insurance and other assessments 1,322 367 1,689
Legal and professional services 489 0 489
Data processing service cost 832 167 999
Marketing 377 93 470
Savings account expense 247 60 307
Other 851 0 851
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Total general and administrative expense 12,931 1,101(7) 14,032
Earnings before income tax expense 3,076 781 3,857
Income tax expense 1,129 287 1,416
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Net earnings 1,947 494 2,441
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This schedule portrays the effect of having the acquisition of three branches from
Hawthorne Savings and Loan Association, FSB for the entire year ended on June 30, 1996.
Since the acquisition of these branches occurred as of June 21, 1996 the actual impact was
only for nine days, therefore presentations of any prior periods would be meaningless
since the Company completed its initial public offering on June 30, 1995.
<FN>
A S S U M P T I O N S
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(1) Loan fundings of approximately $28.0 million.
(2) Mortgage-backed securities investments of approximately $25.0 million.
(3) Investment in Liquid assets and Treasury securities of approximately $26.0 million.
(4) Cost of deposit accounts on average balance of approximately $160.0 million.
(5) The cost of FHLB and other borrowings of approximately $100.0 million would not be required.
(6) Other Income (Expense) includes Core Deposit premium amortization.
(7) General & Administrative Expense includes added staff, facilities and service costs.
</FN>
</TABLE>
