0000897069-11-000406.txt : 20111109 0000897069-11-000406.hdr.sgml : 20111109 20111109171936 ACCESSION NUMBER: 0000897069-11-000406 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20111109 DATE AS OF CHANGE: 20111109 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: 111192549 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 cg012.htm cg012.htm
CUSIP No. 404172108
Page 1 of 24 Pages

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D/A

Amendment No. 8

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)

November 7, 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 ¨.
 

(b) MILW_953723
 
 
 
CUSIP No. 404172108
Page 2 of 24 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 24 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


 
 
 
CUSIP No. 404172108
Page 4 of 24 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 24 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 24 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 24 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 24 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 24 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 24 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 24 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 24 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
 
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 13 of 24 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 24 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.  The parties identified in the list below constitute the “PL Capital Group”.
 
●  
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.
 
●  
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 is attached as Exhibit 1 to Amendment No. 7 to the Schedule 13D.
 
(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:

 
 
 
CUSIP No. 404172108
Page 15 of 24 Pages

(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.
 
(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).
 
(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.
 
(f)           All of the individuals who are members of the PL Capital Group are citizens of the United States.
 
Item 3.
Source and Amount of Funds or Other Consideration
 
In aggregate, the PL Capital Group owns 572,352 shares of Common Stock of the Company acquired at an aggregate cost of $5,748,038.

 
 
 
CUSIP No. 404172108
Page 16 of 24 Pages

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 by 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.
 
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.
 
Any purchases of Common Stock made by members of the PL Capital Group 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 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 has margin or other loans outstanding secured by Common Stock other than Financial Edge Fund, Financial Edge Strategic, Goodbody/PL and Focused Fund.
 
Item 4.
Purpose of Transaction
 
This is the eighth 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.
 
On November 3, 2011, the PL Capital Group received a letter from the Chairman of the Company’s Board of Directors offering to expand the size of the Board and appoint Mr. Palmer as a director.  A copy of the letter is attached hereto as Exhibit 17.  On November 7, 2011, the PL Capital Group responded to the November 3 letter and outlined the reasons it is compelled to reject the offer.  A copy of the letter is attached hereto as Exhibit 18.
 
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 as Exhibit 15 to Amendment No. 6 to the Schedule 13D.
 
 
 
CUSIP No. 404172108
Page 17 of 24 Pages

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 as Exhibit 13 to Amendment No. 6 to the Schedule 13D.  The Company responded in a letter dated October 7, 2011.  A copy of the letter is attached as Exhibit 14 to Amendment No. 6 to the Schedule 13D.
 
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 two 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.  On October 25, 2011, Mr. Lashley sent a letter to the Company indicating he would only solicit proxies for one of the nominees.  See Exhibit 16 attached to Amendment No. 7 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.  On November 8, 2011, Mr. Lashley transmitted a follow-up demand letter as of the record date.  A copy of the letter is attached hereto as Exhibit 19.
 
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 may make further purchases of shares of Common Stock.  Members of the PL Capital Group 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 Securities Exchange Act of 1934, as amended, and the regulations thereunder, the PL Capital Group has such a purpose.  Except as noted in this Amended Schedule 13D, no member of the PL Capital Group 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 6,973,973 outstanding shares of Common Stock at September 1, 2011, as reported in the Company’s 2011 Annual Report on Form 10-K, filed on September 9, 2011, as amended on October 28, 2011.  The transactions of the PL Capital Group in the Common Stock since the filing of Amendment No. 7 to the Schedule 13D are noted below:

 
 
 
CUSIP No. 404172108
Page 18 of 24 Pages

(A) Financial Edge Fund
 
(a)-(b)           See cover page.
 
(c)           Financial Edge Fund has made no purchases or sales since the date of Amendment No. 7 to the Schedule 13D.
 
(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.
 
(c)           Financial Edge Strategic has made no purchases or sales since the date of Amendment No. 7 to the Schedule 13D.
 
(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.

(C) Goodbody/PL LP
 
(a)-(b)           See cover page.
 
(c)           Goodbody/PL LP has made no purchases or sales since the date of Amendment No. 7 to the Schedule 13D.
 
(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.
 
(c)           Focused Fund has made no purchases or sales since the date of Amendment No. 7 to the Schedule 13D.
 
(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.

 
 
 
CUSIP No. 404172108
Page 19 of 24 Pages

(c)           PL Capital has made no purchases or sales since the date of Amendment No. 7 to the Schedule 13D.
 
(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.
 
(c)           PL Capital Advisors has made no purchases or sales of Common Stock directly.
 
(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.
 
(c)           Goodbody/PL LLC has made no purchases or sales of Common Stock directly.
 
(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.
 
(c)           Mr. Palmer has made no purchases or sales since the date of Amendment No. 7 to the Schedule 13D.
 
(I) Richard J. Lashley and Beth R. Lashley
 
(a)-(b)           See cover page.
 
(c)           Mr. Lashley and Mrs. Lashley have made no purchases or sales since the date of Amendment No. 7 to the Schedule 13D.
 
(J) PL Capital Pension Plan
 
(a)-(b)           See cover page.
 
(c)           PL Capital Pension Plan has made no purchases or sales since the date of Amendment No. 7 to the Schedule 13D.

 
 
 
CUSIP No. 404172108
Page 20 of 24 Pages

(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.
 
(c)           Dr. Lashley has made no purchases or sales since the date of Amendment No. 7 to the Schedule 13D.
 
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 (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.
 
Other than the foregoing agreements and arrangements, and the Joint Filing Agreement filed as Exhibit 1 to Amendment No. 7 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.
 
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.*

 
 
 
CUSIP No. 404172108
Page 21 of 24 Pages



Exhibit No.
Description
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.*
16
Letter from Richard J. Lashley to the Secretary of the Company dated October 25, 2011.*
17
Letter from Chairman of the Company’s Board of Directors dated November 3, 2011.
18
Letter from Richard J. Lashley to the Chairman of the Board of Directors dated November 7, 2011.
19
Letter from Richard J. Lashley to the Secretary of the Company dated November 7, 2011, transmitted on November 8, 2011.
*  Filed previously.

 
 
 
CUSIP No. 404172108
Page 22 of 24 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:           November 8, 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 23 of 24 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 24 of 24 Pages



PL CAPITAL DEFINED BENEFIT PENSION PLAN
 
   
By:
/s/ John W. Palmer
/s/ Richard J. Lashley
 
John W. Palmer
Richard J. Lashley
     


 
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
   

EX-17 2 cg12ex17.htm cg12ex17.htm
Exhibit 17

HF FINANCIAL CORP.
[Logo Omitted]



November 3, 2011



VIA E-MAIL AND OVERNIGHT COURIER

Mr. Richard J. Lashley
2 Trinity Place
Warren, NJ  07059

Re:           Proxy Contest

Dear Mr. Lashley:

As you know from our previous communications, we have been concerned about the regulatory issues arising from your previous proposals and conduct.  We have reviewed your recent communications regarding your decision to solicit proxies for only John Palmer and your position that the election of a single nominee of PL Capital, together with your other actions, would not violate the Federal Reserve Board’s control regulations.  In an effort to avoid further expense and distraction to both parties resulting from this proxy contest, we would be willing to expand the board of directors of HF Financial Corp. to seven members and appoint your nominee to the newly created seat at the first board meeting following the annual meeting.  In return, we would expect your support for our two candidates.  Please let me know if you would like to pursue this further.
 
Sincerely,

/s/ Michael Vekish

Michael Vekish
Chairman









P. 0. Box 5000 • Sioux Falls, South Dakota 57117-5000
Phone (605) 333-7556 • Fax (605) 333-7621

 EX-18 3 cg12ex18.htm cg12ex18.htm
Exhibit 18

Mr. Richard Lashley
2 Trinity Place
Warren, NJ  07059

 

 
November 7, 2011
 

 
VIA E-MAIL AND FAX
 
Mr. Michael Vekich, Chairman
Board of Directors
HF Financial Corp.
225 South Main Avenue
Sioux Falls, SD  57104

Dear Mr. Vekich:

We reviewed your written offer to expand HF Financial Corp.’s board of directors to seven members and appoint John Palmer to the board at the first board meeting following the upcoming annual meeting, in exchange for the PL Capital Group’s support of HF Financial’s two director nominees at the annual meeting.

Unfortunately, we cannot accept the offer because: (1) the board’s actions since July do not evidence good faith; (2) the board’s changes to the By-Laws, board size and board composition appear to be an attempt to elevate you to Chairman and entrench the incumbent board nominees; (3) the board’s motives are tainted by the lack of meaningful stock ownership by you and certain other board members, other recent board actions and disproportionate total compensation among board members; and (4) shareholders deserve the right to express their views through the election of board members at the annual meeting.

The Board’s Actions Since July Do Not Evidence Good Faith:

You should recall that we reached out to you and the board in good faith several times in July and August to see if there was common ground for appointing directors nominated by us without us needing to solicit our own proxies for such nominees.  The board’s response to our overtures was to hire legal counsel, submit complaints about the PL Capital Group to the Federal Reserve Board (falsely) accusing PL Capital of violating laws and regulations regarding control, and make the (false) charges public via press releases and filings with the Securities and Exchange Commission (SEC).  When we asked you and the board to cease and desist from making those false claims and misleading statements in the Company’s press releases and SEC filings, you and the board persisted.  Only now do you reach out to us, after spending a significant amount of shareholders’ money and Company resources trying (and failing) to frustrate our ability to elect a nominee to the board, a basic shareholder right granted in HF Financial’s By-Laws.

 
 
 
The Board’s Changes to the By-Laws, Board Size and Board Composition Appear to Be an Attempt to Elevate You to Chairman and Entrench the Incumbent Board Nominees:

We are concerned that you and the board appear to have manipulated the Company’s By-Laws as well as the size and composition of the board to ensure (your) personal advancement to the Chairmanship, and entrench the incumbent board, rather than to improve the corporate governance profile of the Company and the Bank.  In August, the board amended the Company’s By-Laws to change, among other things, the timing of the election of the Chairman of the board from annually to “from time to time, but no less than annually,” which cleared the way for you to be elected Chairman before the upcoming annual meeting.  Indeed, on October 14, the Company announced the board had elected you - a non-resident of the Sioux Falls area - as Chairman.

Furthermore, at the same time, the Company announced that long time Chairman, CEO and board member Curt Hage would not stand for reelection at the Company’s 2011 annual meeting and that Mr. Hage would continue to serve on the Board only until the upcoming annual meeting, at which time the Board would be reduced to six members, from seven.  We believe the announced reduction in the board’s size was adopted in part to pressure the PL Capital Group to shrink its proxy solicitation from two nominees to one nominee.

In July, the board had no apparent willingness to expand the board by adding the PL Capital nominees.  Only now, after failing to derail our nomination, are you and the board willing to increase the size of the board by adding John Palmer, in an apparent attempt to avoid the likely defeat of an incumbent board member at the upcoming annual meeting.

In sum, we believe the manipulation of the By-Laws and structure of the board discussed above is poor corporate governance, and a waste of shareholders’ money and the Company’s resources, particularly as it appears to be motivated by a strategy of personal advancement and board entrenchment.

 
 
 
The Board’s Motives are Tainted by the Lack of Meaningful Stock Ownership by You and Certain Other Board Members, Other Recent Board Actions and Disproportionate Compensation Among Board Members:

The Board’s motives and actions are tainted by the lack of meaningful, out-of-pocket stock ownership by you, Mr. Day and certain other members of the board.  We find it telling that the largest individual shareholder on the board, Mr. Hage, was not asked to remain on the board after his retirement, and that you and the board have fought so hard to frustrate PL Capital, one of your largest shareholders, from obtaining board representation.

We are also dismayed at what we perceive as the shoddy handling of Mr. Hage’s retirement, the sudden resignation of Mr. Posegate and the disproportionate total compensation you and Mr. Day received in fiscal 2011 compared to other directors, as noted in the Company’s proxy statement.  Now that you have been appointed as Chairman, we hope you realize that HF Financial is a public company that needs a chairman and board focused on shareholder value, financial performance and corporate governance, not resume building and board fee increases.  If you do not preside over an improvement in the corporate governance profile and performance of the Company in 2012, we do not believe shareholders will support your re-election to the board or Chairmanship.

Shareholders Deserve the Right to Express Their Views Through the Election of Board Members at the Annual Meeting:

In addition to the reasons discussed above, we cannot accept your offer because the shareholders of HF Financial deserve the right to express their views through the election of directors at the upcoming annual meeting.  We look forward to having our nominee John Palmer elected to the board at the annual meeting.


Sincerely,
 
 
/s/ Richard Lashley

Richard Lashley
Principal

cc: Board of Directors: HF Financial

 EX-19 4 cg12ex19.htm cg12ex19.htm
Exhibit 19

Mr. Richard J. Lashley
2 Trinity Place
Warren, NJ 07059


November 7, 2011

Ms. Pamela F. Russo
Corporate Secretary
HF Financial Corp.
225 South Main Avenue
Sioux Falls, South Dakota 57104


Re:           Demand For Record of Stockholders and Stockholder List(s)

Dear Ms. Russo:

I, Richard J. Lashley, hereby certify to HF Financial Corp. (the “Company”) that I own of record 500 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).  I may be deemed to beneficially own an additional 571,752 shares of the Common Stock as part of the PL Capital Group, or 8.2% of the total shares outstanding.
 
Pursuant to Section 220 of the Delaware General Corporation Law, I hereby demand (the “Demand”) an opportunity for myself, or my duly authorized agent(s), to inspect and to make copies and extracts from the following records and documents of the Company (the “Demand Materials”):
 
●  
Items 1, 2, 4, 5, 6, and 7 of my letter dated August 18, 2011 as of the record date (the “Record Date”) for the Company’s Annual Meeting of Stockholders scheduled for December 13, 2011.
 
I note that the request in such letter specifically asked the Company to provide the Demand Materials at that time and again as of the Record Date, but for the avoidance of doubt I am reiterating my request for these materials as of the Record Date.  I also reiterate my request that modifications, additions to or deletions from any and all information in the Demand Materials through the date of the Annual Meeting of Stockholders scheduled for December 13, 2011 or any postponement, rescheduling, adjournment or continuation thereof, or any other meeting of shareholders held in lieu thereof the (“Annual Meeting”), be immediately furnished to me or my agents as such modifications, additions or deletions become available to the Company or its agents or representatives.
 
I make this notification and Demand to inspect, copy and make extracts of the Demand Materials in good faith and for the purpose of enabling me to communicate with the Company’s shareholders, in compliance with applicable law, with respect to matters relating to their interests as shareholders, including, but not limited to, my solicitation of shareholders to vote for my director nominee at the Annual Meeting.  I note that it is well settled case law that a wish to communicate with other shareholders in the context of a proxy contest is a proper purpose.  Further, I note that all of my requests directly relate to my desire to communicate with other shareholders in connection with the proxy contest, and it is generally recognized that in this context a shareholder is entitled to the same shareholder lists and data as are available to the Company.
 
 
1
 
I expect the Company to either deliver copies of the requested materials to me or my agents or representatives or make the materials available during the Company’s regular business hours.  I will forego the Demand for inspection if the Company voluntarily furnishes to me or my agents or representatives all the information included in the Demand Materials.
 
I will bear the reasonable costs incurred by the Company (including those of its transfer agent(s)) in connection with the production of the information with regard to which this Demand is made, including overnight delivery charges.  PL Capital has already advanced $4,000 to the Company to pay for the costs of producing the demanded materials.  As was done previously, please contact my proxy solicitor Mr. Richard Grubaugh at D.F. King & Co. as promptly as practicable to facilitate delivery of the demanded materials.  In addition, if the Company believes that this Demand is incomplete or otherwise deficient in any respect, please contact me immediately so that I may promptly address any alleged deficiencies.
 
If you refuse to permit the inspection and copying demanded herein within five business days, I will conclude that this Demand has been refused and will take appropriate steps to secure my rights to examine and copy the Demand Materials.
 
Please also be advised that this Demand is not intended to constitute a request under Rule 14a-7 of the Exchange Act.  I intend to make my request pursuant to Rule 14a-7 by separate communication to the Company.
 
I reserve the right to withdraw or modify this Demand at any time, and to make other demands of the Company whether pursuant to the Delaware General Corporation Law, other applicable law, or the Company’s Restated Certificate of Incorporation or Amended and Restated Bylaws.
 
 
Very truly yours,
   
 
/s/ Richard J. Lashley
   
 
Richard J. Lashley

cc:           Mr. Phillip Goldberg, Foley & Lardner
Mr. Richard Grubaugh, D.F. King & Co.



 
2
 


STATE OF NEW JERSEY
)
 
)   ss.
COUNTY OF MORRIS
)

Richard J. Lashley, having been first duly sworn according to law, did depose, swear and say that he is authorized to execute the foregoing demand for inspection pursuant to Section 220 of the Delaware General Corporation Law and to make the demands, designations, authorizations and representations contained therein, and that the matters contained in the foregoing demand for inspection are true and correct.
 

 
/s/ Richard J. Lashley
 
Richard J. Lashley

Sworn to and subscribed before me by Richard J. Lashley
 this 7th day of November, 2011.

/s/ Rose Aquino
  
Notary Public
  

My Commission Expires: June 8, 2015


 

 
3
 

POWER OF ATTORNEY


STATE OF NEW JERSEY
)
 
)   ss.
COUNTY OF MORRIS
)


I, Richard J. Lashley, do hereby make, constitute and appoint Richard Grubaugh and John W. Palmer to act on my behalf, to inspect and receive copies of the shareholder records of HF Financial Corp. requested in the accompanying demand.
 

 
/s/ Richard J. Lashley
 
Richard J. Lashley

Sworn to and subscribed before me by Richard J. Lashley
 this 7th day of November, 2011.

/s/ Rose Aquino
  
Notary Public
  

My Commission Expires: June 8, 2015
 

4
 
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