sc13dahf10112011.htm

0000897069-11-000369.txt : 20111012 0000897069-11-000369.hdr.sgml : 20111012 20111012101341 ACCESSION NUMBER: 0000897069-11-000369 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20111012 DATE AS OF CHANGE: 20111012 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HF FINANCIAL CORP CENTRAL INDEX KEY: 0000881790 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 460418532 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42844 FILM NUMBER: 111136748 BUSINESS ADDRESS: STREET 1: 225 SOUTH MAIN AVE CITY: SIOUX FALLS STATE: SD ZIP: 57102 BUSINESS PHONE: 6053337556 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PL Capital, LLC CENTRAL INDEX KEY: 0001518768 IRS NUMBER: 364050713 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 EAST JEFFERSON AVENUE, SUITE 22 CITY: NAPERVILLE STATE: IL ZIP: 60540 BUSINESS PHONE: 630-848-1340 MAIL ADDRESS: STREET 1: 20 EAST JEFFERSON AVENUE, SUITE 22 CITY: NAPERVILLE STATE: IL ZIP: 60540 SC 13D/A 1 sc13dahf10112011.htm AMENDMENT NO. 6 TO SCHEDULE 13D sc13dahf10112011.htm

CUSIP No. 404172108

Page 1 of 27 Pages

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Amendment No. 6

Under the Securities Exchange Act of 1934

HF Financial Corp.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

404172108

(CUSIP Number)

Mr. John Palmer

PL Capital, LLC

20 E. Jefferson Ave.

Suite 22

Naperville, IL 60540

630-848-1340

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 11, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ¨.

CUSIP No. 404172108

Page 2 of 27 Pages

1	NAME OF REPORTING PERSON Financial Edge Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 255,316
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 255,316
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 255,316
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 404172108

Page 3 of 27 Pages

1	NAME OF REPORTING PERSON Financial Edge—Strategic Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 93,588
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 93,588
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 93,588
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
14	TYPE OF REPORTING PERSON PN

MILW_

CUSIP No. 404172108

Page 4 of 27 Pages

1	NAME OF REPORTING PERSON Goodbody/PL Capital, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 37,847
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 37,847
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,847
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 404172108

Page 5 of 27 Pages

1	NAME OF REPORTING PERSON PL Capital/Focused Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 169,344
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 169,344
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 169,344
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 404172108

Page 6 of 27 Pages

1	NAME OF REPORTING PERSON PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 529,905
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 529,905
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 529,905
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 404172108

Page 7 of 27 Pages

1	NAME OF REPORTING PERSON PL Capital Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 556,095
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 556,095
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 556,095
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 404172108

Page 8 of 27 Pages

1	NAME OF REPORTING PERSON Goodbody/PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 37,847
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 37,847
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,847
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 404172108

Page 9 of 27 Pages

1	NAME OF REPORTING PERSON John W. Palmer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 100
		8	SHARED VOTING POWER 567,752
		9	SOLE DISPOSITIVE POWER 100
		10	SHARED DISPOSITIVE POWER 567,752
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 567,852
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 404172108

Page 10 of 27 Pages

1	NAME OF REPORTING PERSON Richard J. Lashley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 500
		8	SHARED VOTING POWER 571,752
		9	SOLE DISPOSITIVE POWER 500
		10	SHARED DISPOSITIVE POWER 571,752
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 572,252
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 404172108

Page 11 of 27 Pages

1	NAME OF REPORTING PERSON PL Capital Defined Benefit Pension Plan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 11,657
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 11,657
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,657
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%
14	TYPE OF REPORTING PERSON EP

CUSIP No. 404172108

Page 12 of 27 Pages

1	NAME OF REPORTING PERSON Beth R. Lashley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less Than 0.1%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 404172108

Page 13 of 27 Pages

1	NAME OF REPORTING PERSON Robin Lashley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less Than 0.1%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 404172108

Page 14 of 27 Pages

1	NAME OF REPORTING PERSON Kevin V. Schieffer Grantor Retained Annuity Trust, Kevin V. Schieffer Trustee
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) £ (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION South Dakota
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 116,365
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 116,365
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 116,365
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 404172108

Page 15 of 27 Pages

1	NAME OF REPORTING PERSON Kevin V. Schieffer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) £ (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 116,365
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 116,365
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 116,365
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 404172108

Page 16 of 27 Pages

Item 1.

Security and Issuer

This Amended Schedule 13D relates to the common stock, $0.01 par value (“Common Stock”), of HF Financial Corp. (the “Company” or “HF Financial”). The address of the principal executive offices of the Company is 225 South Main Avenue, Sioux Falls, South Dakota 57104.

Item 2.

Identity and Background

This Amended Schedule 13D is being filed jointly by the parties identified below.

By virtue of Kevin R. Schieffer agreeing to serve as a nominee for election to the Company’s Board of Directors in connection with the nomination of director candidates by the PL Capital Group (as defined below), Mr. Schieffer and the Kevin V. Schieffer Grantor Retained Annuity Trust (the “Grantor Trust”), established for the benefit of family members of Kevin V. Schieffer, with Kevin V. Schieffer as the sole trustee, may be deemed to constitute a “group” with the PL Capital Group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Schieffer and the Grantor Trust expressly disclaim beneficial ownership of securities held by the PL Capital Group. The securities reported herein as being beneficially owned by Mr. Schieffer and the Grantor Trust do not include any securities held by any member of the PL Capital Group.

The parties identified in the list below constitute the “PL Capital Group”. The PL Capital Group expressly disclaims beneficial ownership of securities held by Mr. Schieffer and the Grantor Trust. The securities reported herein as being beneficially owned by the PL Capital Group do not include any securities held by Mr. Schieffer and the Grantor Trust.

●	Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”).

●	Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”).

●	PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”).

●	PL Capital, LLC, a Delaware limited liability company and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund and beneficiary of the PL Capital Defined Benefit Pension Plan (“PL Capital”).

●	PL Capital Advisors, LLC, a Delaware limited liability company and investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL Capital, L.P. (“PL Capital Advisors”).

●	Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”).

●	Goodbody/PL Capital, LLC, a Delaware limited liability company and General Partner of Goodbody/PL LP (“Goodbody/PL LLC”).

●	John W. Palmer and Richard J. Lashley, Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC and beneficiaries of the PL Capital Defined Benefit Pension Plan (“PL Capital Pension Plan”).

●	John W. Palmer as an individual.

●	PL Capital Pension Plan, a pension plan for PL Capital and its managing members Messrs. Palmer and Lashley.

●	Richard J. Lashley as an individual and jointly with his spouse, Beth R. Lashley; and as holder of certain discretionary authority over an account held by Dr. Robin Lashley, his sister.

CUSIP No. 404172108

Page 17 of 27 Pages

●	Beth R. Lashley jointly with her spouse, Richard J. Lashley.

●	Dr. Robin Lashley as an individual.

The joint filing agreement of the PL Capital Group, Kevin V. Schieffer and the Grantor Trust is attached as Exhibit 1 to Amendment No. 4 to the Schedule 13D. While Mr. Schieffer and the Grantor Trust may be deemed to constitute a “group” with the PL Capital Group for purposes of Section 13(d)(3) of the Exchange Act, due to Mr. Schieffer agreeing to serve as a nominee for election to the Company’s Board of Directors in connection with the nomination of director candidates by the PL Capital Group, Mr. Schieffer is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, the PL Capital Group as to how Mr. Schieffer, if elected as a director of the Company, will act or vote on any issue or question.

(a)-(c) This statement is filed by Mr. John Palmer and Mr. Richard Lashley, with respect to the shares of Common Stock beneficially owned by them, as follows:

(1)	shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic and Focused Fund, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of PL Capital, the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund.

(2)

shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of PL Capital Advisors, the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.

(3)	shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of Goodbody/PL LLC, the General Partner of Goodbody/PL LP.

(4)	shares of Common Stock held in the name of PL Capital Pension Plan. Messrs. Lashley and Palmer are the beneficiaries of the plan.

(5)	Shares of Common Stock held by Mr. Palmer as an individual.

(6)	shares of Common Stock held by Mr. Lashley: (A) as an individual; (B) jointly with Mrs. Lashley; and (C) a holder of certain discretionary authority over an account held by his sister Dr. Robin Lashley.

The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, PL Capital Pension Plan, Mr. Palmer, Mr. Lashley, Mrs. Lashley and Dr. Robin Lashley is: c/o PL Capital, 20 East Jefferson Avenue, Suite 22, Naperville, Illinois 60540. Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP and Goodbody/PL LLC are engaged in various interests, including investments.

The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC, whose principal business is investments.

PL Capital Pension Plan is a defined benefit pension plan for the benefit of the principals of PL Capital, Messrs. Palmer and Lashley.

Beth Lashley is a certified public accountant (inactive) who is not currently employed.

The principal employment of Dr. Robin Lashley is college professor at Kent State University, Tuscarawas Campus, 330 University Drive NE, New Philadelphia, Ohio 44663.

CUSIP No. 404172108

Page 18 of 27 Pages

The business address of Mr. Schieffer and the Grantor Trust is c/o Schieffer Consulting, Inc., 1601 E. 16th Street, Suite 300, Sioux Falls, South Dakota 57108. Mr. Schieffer is a self-employed investor. The Grantor Trust was organized under the laws of the state of South Dakota.

(d) During the past five years, no member of the PL Capital Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, neither Mr. Schieffer nor the Grantor Trust has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, no member of the PL Capital Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. During the past five years, neither Mr. Schieffer nor the Grantor Trust has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(f) All of the individuals who are members of the PL Capital Group and Mr. Schieffer are citizens of the United States.

Item 3.

Source and Amount of Funds or Other Consideration

In aggregate, the PL Capital Group, Mr. Schieffer and the Grantor Trust own 688,717 shares of Common Stock of the Company acquired at an aggregate cost of $7,255,061.

The amount of funds expended by Financial Edge Fund to acquire the 255,316 shares of Common Stock it holds in its name is $2,611,818. Such funds were provided from Financial Edge Fund’s available capital and from time to time by margin loans provided by BNP Paribas Prime Brokerage, Inc. (BNP Paribas).

The amount of funds expended by Financial Edge Strategic to acquire the 93,588 shares of Common Stock it holds in its name is $954,782. Such funds were provided from Financial Edge Strategic’s available capital and from time to time from margin loans provided by BNP Paribas.

The amount of funds expended by Goodbody/PL LP to acquire the 37,847 shares of Common Stock it holds in its name is $359,030. Such funds were provided from Goodbody/PL LP’s available capital and from time to time from margin loans provided by BNP Paribas.

The amount of funds expended by Focused Fund to acquire the 169,344 shares of Common Stock it holds in its name is $1,681,125. Such funds were provided from Focused Fund’s available capital and from time to time from margin loans provided to BNP Paribas.

The amount of funds expended by PL Capital Pension Plan to acquire the 11,657 shares of Common Stock it holds in its name is $97,671. Such funds were provided from PL Capital Pension Plan’s available capital.

The amount of funds expended by Mr. Palmer to acquire the 100 shares of Common Stock he holds in his name is $919. Such funds were provided from Mr. Palmer’s personal funds.

The amount of funds expended by Mr. Lashley to acquire the 500 shares of Common Stock he holds in his name is $6,259. Such funds were provided from Mr. Lashley’s personal funds.

The amount of funds expended by Mr. and Mrs. Lashley to acquire the 2,000 shares of Common Stock they hold jointly is $17,009. Such funds were provided from their personal funds.

CUSIP No. 404172108

Page 19 of 27 Pages

The amount of funds expended by Dr. Lashley to acquire the 2,000 shares of Common Stock she holds in her name is $19,425. Such funds were provided from Dr. Lashley’s personal funds.

The amount of funds expended by the Grantor Trust to acquire the 116,365 shares of Common Stock is $1,507,023. Such funds were provided from Mr. Schieffer’s personal funds.

Any purchases of Common Stock made by members of the PL Capital Group, Mr. Schieffer or the Grantor Trust using funds borrowed from BNP Paribas, if any, were made in margin transactions on that firms’ usual terms and conditions. All or part of the shares of Common Stock owned by members of the PL Capital Group, Mr. Schieffer or the Grantor Trust may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to such parties. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this filing no member of the PL Capital Group, Mr. Schieffer or the Grantor Trust has margin or other loans outstanding secured by Common Stock other than Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP and Focused Fund.

Item 4.

Purpose of Transaction

This is the sixth amendment to the PL Capital Group’s initial Schedule 13D filing. The PL Capital Group acquired shares of Common Stock because it believes that the Common Stock is undervalued. Mr. Schieffer and the Grantor Trust acquired shares of Common Stock because they believed that the Common Stock was undervalued and represented an attractive investment.

On October 11, 2011, the PL Capital Group sent a letter to the Company responding to a number of statements in soliciting material that the Company filed with the Securities and Exchange Commission on October 7, 2011, as well as the Company’s press release dated September 30, 2011. A copy of the letter is attached hereto as Exhibit 15.

On October 4, 2011, the PL Capital Group sent a letter to the Company requesting additional information about the Company’s statements in a press release dated September 30, 2011. A copy of the letter is attached hereto as Exhibit 13. The Company responded in a letter dated October 7, 2011. A copy of the letter is attached hereto as Exhibit 14.

On September 16, 2011, the PL Capital Group sent a letter to the Company requesting that the Company delay the current search for a Chief Executive Officer, among other things. A copy of the letter is attached as Exhibit 12 to Amendment No. 5 to the Schedule 13D.

On August 17, 2011, Mr. Lashley submitted notice to the Company of his intent to nominate Mr. Palmer and Mr. Schieffer as nominees for election as directors at the Company’s 2011 Annual Stockholder Meeting. A copy of the nomination letter is attached as Exhibit 5 to Amendment No. 4 to the Schedule 13D.

In connection with Mr. Lashley’s intent to nominate directors, Mr. Lashley submitted a stockholder demand for inspection of stockholder records to the company on August 18, 2011, a copy of which is attached as Exhibit 6 to Amendment No. 4 to the Schedule 13D. The Company responded to the demand letter on August 25, 2011 to indicate that it would provide to the PL Capital Group the information it is entitled to examine under Delaware law. See Exhibit 7 attached to Amendment No. 5 to the Schedule 13D. The PL Capital Group and the Company then exchanged letters clarifying the information to be provided to the PL Capital Group and the cost of such information. See Exhibit 8, Exhibit 9, Exhibit 10 and Exhibit 11 each attached to Amendment No. 5 to the Schedule 13D.

CUSIP No. 404172108

Page 20 of 27 Pages

On January 8, 2010, the PL Capital Group sent a letter to the Board of Directors outlining concerns related to the Company’s compliance with the Standstill Agreement discussed below, a copy of which is attached as Exhibit 4 to Amendment No. 3 to the Schedule 13D.

On December 1, 2009, the PL Capital Group sent a letter to the Board of Directors outlining concerns related to the Company’s common stock offering, a copy of which was attached as Exhibit 3 to Amendment No. 2 to the Schedule 13D.

On August 26, 2009, the PL Capital Group entered into a Standstill Agreement (the “Agreement”) with HF Financial, a copy of which was attached as Exhibit 2 to Amendment No. 1 to the Schedule 13D. The Agreement was entered into after HF Financial’s board of directors decided to adopt a majority voting policy, and the Agreement has now expired.

Members of the PL Capital Group, Mr. Schieffer or the Grantor Trust may make further purchases of shares of Common Stock. Members of the PL Capital Group, Mr. Schieffer or the Grantor Trust may dispose of any or all the shares of Common Stock held by them.

To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Exchange Act and the regulations thereunder, the PL Capital Group, Mr. Schieffer and the Grantor Trust have such a purpose. Except as noted in this Amended Schedule 13D, no member of the PL Capital Group, Mr. Schieffer or the Grantor Trust has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.

Item 5.

Interest in Securities of the Company

The percentages used in this Amended Schedule 13D are calculated based upon 6,974,272 outstanding shares of Common Stock, as determined by the Issuer’s most recently available public information, as of the close of business on June 30, 2011. The transactions of the PL Capital Group, Mr. Schieffer and the Grantor Trust in the Common Stock since the filing of Amendment No. 5 to the Schedule 13D are noted below:

(A) Financial Edge Fund

(a)-(b) See cover page.

(d) Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Fund with regard to those shares of Common Stock.

(B) Financial Edge Strategic

(a)-(b) See cover page.

(d) Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Strategic with regard to those shares of Common Stock.

CUSIP No. 404172108

Page 21 of 27 Pages

(a)-(b) See cover page.

(d) Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Mr. Palmer and Mr. Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by Goodbody/PL LP.

(D) Focused Fund

(a)-(b) See cover page.

(d) PL Capital is the general partner of Focused Fund. Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, PL Capital may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by PL Capital.

(E) PL Capital

(a)-(b) See cover page.

(d) PL Capital is the general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund. Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.

(F) PL Capital Advisors

(a)-(b) See cover page.

(d) PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP and Focused Fund. Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital Advisors, they have the power to direct the affairs of PL Capital Advisors. Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP, and Focused Fund.

(G) Goodbody/PL LLC

(a)-(b) See cover page.

CUSIP No. 404172108

Page 22 of 27 Pages

(d) Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Mr. Palmer and Mr. Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by Goodbody/PL LP.

(H) Mr. John W. Palmer

(a)-(b) See cover page.

(I) Richard J. Lashley and Beth R. Lashley

(a)-(b) See cover page.

(J) PL Capital Pension Plan

(a)-(b) See cover page.

(d) PL Capital Pension Plan is a defined benefit plan for PL Capital and its managing members Messrs. Lashley and Palmer. Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital Pension Plan. Therefore, PL Capital and PL Capital Pension Plan may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by PL Capital Pension Plan.

(K) Dr. Robin Lashley

(a)-(b) See cover page.

(L) Grantor Trust and Kevin V. Schieffer

(a)-(b) See cover page.

(c) Neither the Grantor Trust nor Mr. Schieffer has made no purchases or sales since the date of Amendment No. 5 to the Schedule 13D.

(d) Mr. Schieffer established the Grantor Trust for the benefit of his family members and is the sole trustee of the Grantor Trust. As the sole trustee, Mr. Schieffer has the power to direct the affairs of the Grantor Trust.

CUSIP No. 404172108

Page 23 of 27 Pages

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company

With respect to Financial Edge Fund, Financial Edge Strategic and Focused Fund: PL Capital and/or PL Capital Advisors are entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital. With respect to Goodbody/PL LP: Goodbody/PL LLC and/or PL Capital Advisors are entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital.

Mr. Palmer has agreements with the limited partnerships and companies managed and advised by PL Capital, LLC, Goodbody/PL Capital, LLC and PL Capital Advisors, LLC, whereby Mr. Palmer is indemnified by the limited partnerships and companies for any liabilities he may incur in connection with his duties, including PL Capital Group’s intended solicitation of proxies for use at the 2011 Annual Meeting of Shareholders of the Company. Those limited partnerships and companies will also reimburse Mr. Palmer for any expenses that he reasonably incurs in connection with the PL Capital Group’s intended solicitation of proxies for use at the 2011 Annual Meeting of Shareholders of the Company. Mr. Palmer is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, the PL Capital Group, Mr. Schieffer or the Grantor Trust (or any other person) as to how Mr. Palmer, if elected as a director of the Company, will act or vote on any issue or question.

Mr. Schieffer has an agreement with the limited partnerships and companies managed and advised by PL Capital, LLC, Goodbody/PL Capital, LLC and PL Capital Advisors, LLC, whereby Mr. Schieffer is indemnified by the limited partnerships and companies for any liabilities he may incur in connection with PL Capital Group’s intended solicitation of proxies for use at the 2011 Annual Meeting of Shareholders of the Company. Those limited partnerships and companies will also reimburse Mr. Schieffer for any expenses that he reasonably incurs in connection with the PL Capital Group’s intended solicitation of proxies for use at the 2011 Annual Meeting of Shareholders of the Company. Mr. Schieffer is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, the PL Capital Group (or any other person) as to how Mr. Schieffer, if elected as a director of the Company, will act or vote on any issue or question.

Other than the foregoing agreements and arrangements, and the Joint Filing Agreement filed as Exhibit 1 to Amendment No. 4 to the Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.

CUSIP No. 404172108

Page 24 of 27 Pages

Item 7.

Material to be Filed as Exhibits

Exhibit No.	Description

1	Joint Filing Agreement.*

2	Standstill Agreement, dated August 26, 2009.*

3	Letter from PL Capital to Board of Directors dated December 1, 2009.*

4	Letter from PL Capital to Board of Directors dated January 8, 2009.*

5	Notice of Intent to Nominate Directors from Richard J. Lashley to Secretary of the Company dated August 17, 2011.*

6	Stockholder Demand for Inspection of Stockholder Records from Richard J. Lashley to Secretary of the Company dated August 18, 2011.*

7	Letter from Secretary of the Company to Richard J. Lashley dated August 25, 2011.*

8	Letter from Richard J. Lashley to Secretary of the Company dated August 30, 2011.*

9	Letter from Secretary of the Company to Richard J. Lashley dated September 6, 2011.*

10	Correspondence via e-mail from Richard J. Lashley to Secretary of the Company dated September 6, 2011.*

11	Letter from Secretary of the Company to Richard J. Lashley dated September 8, 2011.*

12	Letter from Richard J. Lashley and John W. Palmer to the Board of Directors of the Company dated September 16, 2011.*


13	Letter from Richard J. Lashley to the Board of Directors of the Company dated October 4, 2011.

14	Letter to Richard J. Lashley from the Board of Directors of the Company dated October 7, 2011.

15	Letter from Richard J. Lashley and John W. Palmer to the Board of Directors of the Company dated October 11, 2011.

* Filed previously.

CUSIP No. 404172108

Page 25 of 27 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 11, 2011

FINANCIAL EDGE FUND, L.P.

By: PL CAPITAL, LLC

General Partner

By: /s/ John W. Palmer /s/ Richard J. Lashley

John W. Palmer Richard J. Lashley

Managing Member Managing Member

FINANCIAL EDGE-STRATEGIC FUND, L.P.

By: PL CAPITAL, LLC

General Partner

By: /s/ John W. Palmer /s/ Richard J. Lashley

John W. Palmer Richard J. Lashley

Managing Member Managing Member

PL CAPITAL/FOCUSED FUND, L.P.

By: PL CAPITAL, LLC

General Partner

By: /s/ John W. Palmer /s/ Richard J. Lashley

John W. Palmer Richard J. Lashley

Managing Member Managing Member

CUSIP No. 404172108

Page 26 of 27 Pages

GOODBODY/PL CAPITAL, L.P.

By: GOODBODY/PL CAPITAL, LLC

General Partner

By: /s/ John W. Palmer /s/ Richard J. Lashley

John W. Palmer Richard J. Lashley

Managing Member Managing Member

GOODBODY/PL CAPITAL, LLC

By: /s/ John W. Palmer /s/ Richard J. Lashley

John W. Palmer Richard J. Lashley

Managing Member Managing Member

PL CAPITAL, LLC

By: /s/ John W. Palmer /s/ Richard J. Lashley

John W. Palmer Richard J. Lashley

Managing Member Managing Member

PL CAPITAL ADVISORS, LLC

By: /s/ John W. Palmer /s/ Richard J. Lashley

John W. Palmer Richard J. Lashley

Managing Member Managing Member

CUSIP No. 404172108

Page 27 of 27 Pages

PL CAPITAL DEFINED BENEFIT PENSION PLAN

By: /s/ John W. Palmer /s/ Richard J. Lashley

John W. Palmer Richard J. Lashley

KEVIN V. SCHIEFFER GRANTOR RETAINED ANNUITY TRUST

By: /s/ Kevin V. Schieffer

Kevin V. Schieffer

Trustee

By: /s/ John W. Palmer

John W. Palmer

By: /s/ Richard J. Lashley

Richard J. Lashley

By: /s/ Beth R. Lashley

Beth R. Lashley

By: /s/ Robin Lashley

Robin Lashley

By: /s/ Kevin V. Schieffer

Kevin V. Schieffer

EX-99.13 2 sc13dahf10112011ex13.htm EXHIBIT 99.13 sc13dahf10112011ex13.htm

Exhibit 13

[Logo Omitted]

October 4, 2011

VIA EMAIL AND FAX

Board of Directors

HF Financial Corp.

225 South Main Avenue

Sioux Falls, SD 57104

Dear Directors:

HF Financial’s press release dated September 30, 2011 stated definitively that “the Board of Directors, in consultation with its outside counsel, has determined that PL Capital Group’s proxy solicitation and other recent actions are in violation of the federal banking laws because PL Capital Group has failed to obtain the required prior regulatory approval under the Federal Reserve Board’s control regulations.” Please provide us with the basis for this statement. Citations to specific sections of Regulation LL or other applicable regulations would be appropriate given the certainty of the conclusion expressed in the press release.

If the Board prefers, we would be glad to talk to the Board of Director’s outside counsel, as offered by Michael Vekich in his email to me dated August 16, 2011.

We are willing to address any legitimate concerns raised by HF Financial or others. However, if the Board and its outside counsel do not have a supportable basis that you are willing to share with us, we find it difficult to address the Board’s concerns and ask that you retract the press release dated September 30, 2011.

Regards,

/s/ Richard Lashley

Richard Lashley

Principal

EX-99.14 3 sc13dahf10112011ex14.htm EXHIBIT 99.14 sc13dahf10112011ex14.htm

Exhibit 14

HF FINANCIAL CORP.

[Logo Omitted]

October 7, 2011

VIA E-MAIL AND FAX

Mr. Richard Lashley

Principal

PL Capital, LLC

20 East Jefferson Avenue, Suite 22

Naperville, IL 60540

Dear Mr. Lashley:

The Board of Directors is in receipt of your correspondence dated October 4, 2011. As offered on August 16, 2011, the Board of Directors will provide access to you to our outside counsel for purposes of discussing the application of Regulation LL to the actions of PL Capital Group with respect to HF Financial Corp. As previously stated, the Board of Directors believes your continued actions are in violation of Regulation LL. Please advise if you would be available for a conference call with our outside counsel on Tuesday, October 11, 2011 at 3:00 PM Eastern. Should such time be convenient for you, we will circulate a call-in number.

Sincerely,

/s/ Michael Vekish

Michael Vekish

Vice Chairman, Board of Directors

P. 0. Box 5000 • Sioux Falls, South Dakota 57117-5000

Phone (605) 333-7556 • Fax (605) 333-7621

EX-99.15 4 sc13dahf10112011ex15.htm EXHIBIT 99.15 sc13dahf10112011ex15.htm

Exhibit 15

[Logo Omitted]

October 11, 2011

Via Mail, Facsimile and E-mail

Board of Directors

HF Financial Corp.

225 South Main Avenue

Sioux Falls, SD 57104

Dear Directors:

We read with interest the soliciting material that HF Financial Corp. (the “Company” or “HF Financial”) filed with the Securities and Exchange Commission (“SEC”) on October 7, 2011, as well as the Company’s press release dated September 30, 2011. While we respect the Company’s ability to have views that differ from ours, it appears the soliciting material and press release are an attempt to deflect stockholders’ attention away from the Company’s poor performance and lagging stock price, and improperly interfere with shareholder rights. Worse still, we believe both documents are misleading.

We are pleased to correct the Company’s misleading statements, as follows:

1.	HF Financial has no authority to determine whether or not we have violated federal banking laws and regulations, and to suggest otherwise is misleading and inappropriate.

●

The Federal Reserve Board (“FRB”), not the Board of Directors and outside counsel of HF Financial, is responsible for determining whether or not stockholders such as the PL Capital Group are in control of HF Financial and otherwise in compliance with applicable federal banking laws and regulations. For the Company to state that the PL Capital Group has, or may have, violated federal banking laws and regulations because HF Financial and its outside counsel determined it to be so, is irrelevant and inappropriate.

●	We believe that an objective third party, such as the FRB, will be able to distinguish between HF Financial’s attempts to avoid defeat in the proxy contest by trying to disqualify our nominees, and legitimate concerns over control.

2.	We are not seeking to control, or have a controlling influence over the management and policies of, the Company or Home Federal Bank (the “Bank”).

●

This is evidenced by the fact that we hold less than 10% of the Company’s outstanding common stock, and have no intention of owning more than 9.9% of the common stock. We also note that even if we were to own more than 10% of the common stock, the Company’s Bylaws contain a vote sterilization provision for any excess shares above 10%. We also have no intention of seeking any additional Board seats, seeking the chairmanship of the Board or any other executive or full time role at the Company or the Bank, or seeking placement on any particular Board committee. Our nominees, if elected, will serve where the Board thinks their expertise can best serve the interests of the Company and its stockholders.

●

As correctly noted by HF Financial spokesman Paul Scarpetto in a recent Argus Leader news article, our lack of control is further evidenced by the fact that we are merely seeking minority representation, namely two (of seven) Board seats at the upcoming 2011 Annual Meeting of Stockholders. No changes in policies or strategy will occur without the agreement of a majority of the directors.

●

Furthermore, our nominees fully understand that they will have the same fiduciary obligations as the other Board members to seek the best interests of the Company and its stockholders as a whole, even if this may not be to the PL Capital Group’s advantage, and will exercise their fiduciary duties and regulatory obligations to the best of their ability.

●

Indeed, the Company required each of our nominees to execute an agreement where they stated under penalty of law that they are not and will not become a party to any agreement, arrangement or understanding with, and have not given any commitment or assurance to, any person or entity as to how they, if elected as a director of the Company, will act or vote on any issue or question.

●

One of our nominees, John Palmer, is a principal of the PL Capital Group. The other nominee, Kevin Schieffer, has no prior involvement or connection to the PL Capital Group. Mr. Schieffer is a former U.S. Attorney for South Dakota, a former Chief of Staff to U.S. Senator Larry Pressler (S. Dakota) and a successful Sioux Falls businessman and resident. Other than an agreement to indemnify him for any costs or liabilities he may incur in this proxy solicitation (which ends if he is elected to the Board), we have no understandings or prior agreements with Mr. Schieffer. He is an independent, highly qualified Board candidate with strong local ties to Sioux Falls.

●	We recognize our assertion of shareholders’ rights may be unfamiliar and unsettling for the Board. Nonetheless, this should not come as a surprise to the Board given the Company’s poor performance and lagging stock price.

●

The Company should not act to unduly interfere with our rights as a stockholder or confuse the legitimate exercise of our shareholder rights with regulatory control issues. If the Company desires to elect its candidates and defeat ours, we encourage the Company to engage in a dialogue with its stockholders in a full and fair contested election.

3.	We do not believe we had, or have, an obligation to seek prior regulatory approval for our actions, and for the Company to state otherwise is misleading.

●

It is our understanding, based upon consultation with our outside counsel(s), that the PL Capital Group was not and is not required to seek the prior approval of the FRB (or other regulators) in order to own more than 5% (but less than 10%) of the outstanding common stock of HF Financial and/or to seek two Board seats at the upcoming 2011 Annual Meeting of Stockholders. In the future, if the FRB were to inform us that our understanding is incorrect, we would take the appropriate actions at that time.

●

We are fully aware that in the future the FRB can make a preliminary determination that the PL Capital Group is in control of or has a controlling influence over HF Financial, at which point the FRB would notify the PL Capital Group of this determination and give us an opportunity to respond in a hearing. We have received no such notice to date. Subsequent to any such notice and hearing, if the FRB was to make a final determination that the PL Capital Group was in control of HF Financial, the PL Capital Group would take appropriate actions at that time.

●

It is misleading and incorrect for the Company to suggest that federal banking laws and regulations forbid us from advocating for changes in the Company’s and Bank’s policies, strategies and operations. While we do not seek to control, or believe we control the Company and/or the Bank (nor do we seek, or believe we have, a controlling influence), we reject the assertion made in the Company’s soliciting material that stockholders (such as the PL Capital Group) are required to remain silent while the Company’s performance deteriorates and the Company pursues actions with which we disagree. We believe our actions are well within applicable regulatory guidelines on investors’ communications with bank managements and boards. We refer the Company to the full discussion of such matters in the FRB’s 2008 guidelines on private equity investments, noting in particular the section entitled “Consultations With Management.” That guidance specifically states:

“The Board believes that a noncontrolling minority investor, like any other shareholder, generally may communicate with banking organization management about, and advocate with banking organization management for changes in, any of the banking organization’s policies and operations. For example, an investor may, directly or through a representative on a banking organization’s board of directors, advocate for changes in the banking organization’s dividend policy; discuss strategies for raising additional debt or equity financing; argue that the banking organization should enter into or avoid a new business line or divest a material subsidiary; or attempt to convince banking organization management to merge the banking organization with another firm or sell the banking organization to a potential acquirer. These communications also generally may include advocacy by minority investors for changes in the banking organization’s management and recommendations for new or alternative management.”

See the 2008 guidelines at:

http://www.federalreserve.gov/newsevents/press/bcreg/bcreg20080922b1.pdf

4.	The Company’s misleading statements and accusations have unfairly impugned our character and integrity. The truth is that PL Capital and its principals have a long and successful track record in the banking industry and an unblemished regulatory record.

●

The founding principals of PL Capital have been involved in the banking industry since the early 1980s. Since PL Capital’s founding in 1996, its investment strategy has been focused almost exclusively on U.S. banks and thrifts. We are very mindful of all banking laws and regulations, including the control regulations contained in Regulation LL, Regulation Y and elsewhere, and we are highly respectful of the FRB’s and other banking regulators’ role in regulating the banking industry.

●

Indeed, PL Capital’s principals have served, or currently serve, on a number of bank and thrift boards of directors. When we serve on a board of directors, the PL Capital Group typically owns greater than 5% (but always less than 10%) of the common stock of the applicable bank or thrift. The PL Capital Group has invested in hundreds of bank stocks over the years, including numerous ownership positions greater than 5% (but always less than 10%) and it has never been deemed (preliminarily or otherwise) by any banking regulator to be in control of a savings association or bank, or otherwise deemed to be a savings and loan holding company or bank holding company.

●	Indeed, we regularly consult with outside counsel with regard to regulatory and other matters, and strive to be in full compliance with all applicable banking laws and regulations. We also encourage every bank and thrift that we invest in, or serve on the board of, to do the same.

5.	It is misleading to state that our nominations are somehow invalid.

●

The Company has stated that it plans to await the FRB’s direction before considering our nominations. This implies that HF Financial has a legal or regulatory basis to block our Board nominees from seeking election at the upcoming 2011 Annual Meeting of Stockholders. However, HF Financial’s Bylaws only allow for a nomination to be disregarded if the nomination was not made or proposed in accordance with the procedures set forth in the Bylaws. As the PL Capital Group has taken care to ensure that its nomination was done in full compliance with HF Financial’s Bylaws, we believe our nominations are in full compliance.

●

In fact, on several occasions, in writing, we have asked HF Financial to notify us if they become aware of any deficiencies in our nomination materials, so that we could promptly correct them. To this date, HF Financial has never informed us of any deficiencies in our nomination materials. We have retained Delaware legal counsel who will seek legal remedies for us if the Company inappropriately tries to deny our right to have our nominees elected at the upcoming 2011 Annual Meeting of Stockholders.

As we stated earlier, it appears to us that HF Financial’s actions are an attempt to deflect stockholders’ attention away from the Company’s poor performance and lagging stock price. We believe stockholders would be better served if the Company’s Board and management were to focus on improving the performance of the Company and maximizing shareholder value instead of spending time and financial resources trying to prevent its largest stockholder from exercising its right to nominate and elect two directors.

Please note that we plan to file our preliminary proxy statement with the SEC shortly and proceed with our proxy solicitation efforts. You will note in our proxy that PL Capital intends to seek reimbursement from the Company for all expenses we incur in the proxy contest. The board should keep that in mind as they spend shareholders’ money trying to derail our right to nominate and elect two directors at the upcoming 2011 Annual Meeting. Please feel free to contact us at any time.

Sincerely,

/s/ Richard Lashley		/s/ John W. Palmer
Richard Lashley		John W. Palmer
Principal		Principal

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