-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ae4O2EOOymPexVtz8rXkLhefn/QeGW/voCoWGEScNIZfh4kTImbLeqmiJlk9P5Jf B12VZAj5R8qun+z3F9S3GQ== 0000904280-98-000286.txt : 19980930 0000904280-98-000286.hdr.sgml : 19980930 ACCESSION NUMBER: 0000904280-98-000286 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980929 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCB BANCSHARES INC CENTRAL INDEX KEY: 0001029740 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 621670792 STATE OF INCORPORATION: OK FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: SEC FILE NUMBER: 000-22423 FILM NUMBER: 98717021 BUSINESS ADDRESS: STREET 1: HEARTLAND COMMUNITY BANK STREET 2: 237 JACKSON ST CITY: CAMDEN STATE: AK ZIP: 71701 BUSINESS PHONE: 8708366841 MAIL ADDRESS: STREET 1: HEARTLAND COMMUNITY BANK STREET 2: 237 JACKSON STREET CITY: CAMDEN STATE: AK ZIP: 71701 NT 10-K 1 FORM 12B-25 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 COMMISSION FILE NUMBER 0-22423 ------- NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR For Period Ended: June 30, 1998 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: _______________ Read attached instruction sheet before preparing form. Please print or type. Nothing in this Form shall be Construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: _________________________________________________________________ PART I -- REGISTRANT INFORMATION HCB Bancshares, Inc. - ---------------------------------------------------------------- Full Name of Registrant - ---------------------------------------------------------------- Former Name if Applicable 237 Jackson Street - ---------------------------------------------------------------- Address of Principal Executive Office (Street and Number) Camden, Arkansas 71701 - ---------------------------------------------------------------- City, State and Zip Code PART II -- RULES 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) [ ] (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreason- able effort or expense; (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III -- NARRATIVE State below in reasonable detail the reasons why Forms 10-K, 11-K, 20-F, 10-Q, N-SAR, or the transition report or portion thereof could not be filed within the prescribed time period. See attached press release (Exhibit A) PART IV -- OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Vida H. Lampkin (870) 836-6841 --------------- ----------- ------------------ (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). [ X ] YES [ ] NO ___________________________________________________________ (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [ X ] YES [ ] NO See Consolidated Financial Statements (Exhibit B) If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. _________________________________________________________________ HCB BANCSHARES, INC. _________________________________________________________________ (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 28, 1998 By /s/ Vida H. Lampkin --------------------------- Vida H. Lampkin, President INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form. ATTENTION INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). GENERAL INSTRUCTIONS 1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934. 2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files. 3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered. 4. Amendments to the notifications must also be filed on form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification. 5. Electric Filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (Subsection 232.201 or Subsection 232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (Subsection 232.13(b) of this chapter). EXHIBIT A PRESS RELEASE FOR IMMEDIATE RELEASE --------------------- For More Information Contact: Vida H. Lampkin (870) 836-6841 September 28, 1998 HCB BANCSHARES, INC. ANNOUNCES FORM 10-K FILING WILL BE LATE HCB Bancshares, Inc. (the "Company"), headquartered in Camden, Arkansas, announced today that it will not file its Annual Report on Form 10-K by its due date of September 28, 1998. Vida H. Lampkin, President of the Company, stated that the reason for the filing delay related to the preparation of audited financial statements at and for the year ended June 30, 1998. Ms. Lampkin explained, "In a previous filing on June 25, 1998, we disclosed that we had dismissed our previous independent auditors and identified a new independent auditor with whom we intended to commence discussions regarding their possible engagement. Since that date, we have been unable to reach an agreement with the proposed independent auditor and have terminated discussions with them. Prior to engaging a new independent auditing firm, we have determined to conduct, with the assistance of a consultant, a review of our internal accounting systems. That review is expected to be completed within two weeks, at which time we will engage a new independent auditor. Following the engagement of the new independent auditor, we expect to complete the audit and file our Annual Report on Form 10-K, including audited financial statements, for our fiscal year ended June 30, 1998," continued Ms. Lampkin. No information has come to the Company's attention that would lead it to believe that any of the Company's previously published financial statements are inaccurate in any material respect. HCB Bancshares, Inc. is the holding company for Heartland Community Bank, which conducts business through its main office located in Camden, Arkansas and four branch offices located in Camden, Fordyce, Monticello and Sheridan, Arkansas and a loan production office in Bryant, Arkansas. At June 30, 1998, the Company had total assets of $250 million, total deposits of $141 million and stockholders' equity of $37 million. The Company's common stock is listed on the Nasdaq National Market System under the symbol "HCBB". EXHIBIT B HCB BANCSHARES, INC. AND SUBSIDIARIES Consolidated Statements of Financial Condition June 30, 1998 and 1997 (Unaudited)
June 30, ---------------------------- 1998 1997 ---------------------------- ASSETS Cash and due from banks $ 1,706,084 1,182,210 Interest-bearing deposits 4,304,236 18,273,882 Loans receivable (net of allowance for loan losses of $1,475,555 and $1,492,473, respectively) 104,722,201 98,642,635 Investment securities available for sale 40,775,807 16,155,755 Mortgage-backed securities Available for sale 58,693,517 20,090,406 Held to maturity (estimated market value of $27,626,639 and $36,194,353, respectively) 27,638,593 35,869,295 Stock in FHLB 3,448,900 1,246,500 Interest receivable 2,076,845 1,339,455 Foreclosed assets 24,001 36,179 Land held for resale 130,000 130,000 Premises and equipment 5,070,526 4,963,006 Goodwill -- 1,415,223 Other assets 1,548,804 1,021,232 ------------ ------------ Total assets $250,139,514 200,365,778 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits $141,418,706 151,208,763 Advances from borrowers for taxes and insurance 203,852 209,140 Advances from FHLB: Short-term advances 10,092,900 -- Long-term advances 57,992,982 10,000,000 Other borrowings 320,000 400,000 Accrued interest payable 314,425 410,477 Other liabilities 2,568,290 397,885 ------------ ------------ Total liabilities 212,911,155 162,626,265 ============ ============ Stockholders' equity Common stock, $.01 par value, authorized 10,000,000 shards; issued and outstanding, 2,645,000 shares 26,450 26,450 Additional paid-in capital 25,741,277 25,770,666 Note receivable from ESOP (2,116,000) (2,116,000) Unearned MRP awards (625,487) -- Retained earnings, substantially restricted 14,148,212 14,091,750 Other comprehensive income: Unrealized gain(loss) on securities available for sale, net 53,907 (33,353) ------------ ------------ Total stockholders' equity 37,228,359 37,739,513 ------------ ------------ Total liabilities and stockholders' equity $250,139,514 $200,365,778 ============ ============ /TABLE HCB BANCSHARES, INC. AND SUBSIDIARIES Consolidated Statements of Earnings (Unaudited)
For the Year Ended June 30, -------------------------- 1998 1997 -------------------------- Interest income Loans $ 8,755,280 8,018,617 Investment securities 1,701,393 862,789 Mortgage-backed securities 3,842,605 3,502,965 Other interest income 1,000,690 663,634 ----------- ----------- Total interest income 15,299,968 13,048,005 Interest expense Deposits 7,267,701 7,534,445 Borrowings from FHLB 1,644,595 636,337 Other borrowings 25,000 25,000 ----------- ----------- Total interest expense 8,937,296 8,195,782 ----------- ----------- Non interest income 6,362,672 4,852,223 Provision for loan losses 24,000 221,671 ----------- ----------- Net interest income after provision for loan losses 6,338,672 4,630,552 ----------- ----------- Noninterest income Service fees on deposits 284,817 190,135 Other service fees and commissions 34,744 22,690 Gains (losses) on sales of assets available for sale or held for sale 78,036 (12,445) Gains on sales of foreclosed assets 12,437 18,911 Insurance fees and commissions 16,916 29,063 Other income, net 378,998 110,382 ----------- ----------- Total noninterest income 805,948 358,736 ----------- ----------- Noninterest expense Compensation, payroll taxes and fringe benefits 3,228,109 2,387,989 Occupancy and equipment 604,305 366,596 Communication, postage, printing and office supplies 435,332 307,353 Deposit and other insurance premiums 153,912 1,129,823 Marketing 156,433 196,422 Expenses of officers, directors and employees, including directors' fee 381,399 190,889 Data processing expense 398,595 268,435 Amortization of goodwill 104,383 160,073 Professional fees 486,104 461,355 Foreclosed property expense 5,023 32,857 Other expenses 256,193 77,140 ----------- ----------- Total noninterest expense 6,209,788 5,578,932 ----------- ----------- Earnings (loss) before income tax expense (benefit) 934,832 (589,644) Income tax expense (benefit) 351,295 (166,645) ----------- ----------- Net earnings (loss) $ 583,537 (422,999) =========== =========== Earnings per common share $ 0.22 (0.12) =========== ===========
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