-----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, T0Gk24SpCGfosHXKn4GJiheR1I4PxXCVCfKZ15L/RkG574oVCghl+RNoBHrLDEFK TghHbo1o3l8YuCNiO6ix8g== 0001125282-01-501842.txt : 20010905 0001125282-01-501842.hdr.sgml : 20010905 ACCESSION NUMBER: 0001125282-01-501842 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010904 GROUP MEMBERS: STILWELL ASSOCIATES, L.P. GROUP MEMBERS: STILWELL VALUE LLC GROUP MEMBERS: STILWELL VALUE PARTNERS IV, L. SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52807 FILM NUMBER: 1730562 BUSINESS ADDRESS: STREET 1: HEARTLAND COMMUNITY BANK STREET 2: 237 JACKSON ST CITY: CAMDEN STATE: AR ZIP: 71701 BUSINESS PHONE: 8708366841 MAIL ADDRESS: STREET 1: HEARTLAND COMMUNITY BANK STREET 2: 237 JACKSON STREET CITY: CAMDEN STATE: AR ZIP: 71701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STILWELL JOSEPH CENTRAL INDEX KEY: 0001113303 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 26 BROADWAY 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2122695800 MAIL ADDRESS: STREET 1: 26 BROADWAY 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 b313510_sc13da1.txt AMENDMENT NO. 1 - ------------------------------------------------------------------------------- CUSIP No. 40413N106 SCHEDULE 13D Page 1 of 21 - ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) HCB BANCSHARES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 40413N106 (CUSIP Number) Mr. Joseph Stilwell 26 Broadway, 23rd Floor New York, New York 10004 Telephone: (212) 269-5800 with a copy to: Spencer L. Schneider, Esq. 145 Hudson Street New York, New York 10013 Telephone: (212) 431-7151 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 29, 2001 (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-(f) or 240.13d-1(g), check the following box. [ ] The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ------------------------------------------------------------------------------- CUSIP No. 40413N106 SCHEDULE 13D Page 2 of 21 - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). - -------------------------------------------------------------------------------- Stilwell Value Partners IV, L.P. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) - -------------------------------------------------------------------------------- (a) [X] - -------------------------------------------------------------------------------- (b) - -------------------------------------------------------------------------------- 3. SEC Use Only ............................................................... - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC, OO - -------------------------------------------------------------------------------- 5. Check 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 7. Sole Voting Power: 0 Owned by --------------------------------------------------------------- Each 8. Shared Voting Power: 150,850 Reporting --------------------------------------------------------------- Person 9. Sole Dispositive Power: 0 With --------------------------------------------------------------- 10. Shared Dispositive Power: 150,850 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 150,850 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 6.9% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- CUSIP No. 40413N106 SCHEDULE 13D Page 3 of 21 - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). - -------------------------------------------------------------------------------- Stilwell Associates, L.P. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) - -------------------------------------------------------------------------------- (a) [X] - -------------------------------------------------------------------------------- (b) - -------------------------------------------------------------------------------- 3. SEC Use Only ............................................................... - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC, OO - -------------------------------------------------------------------------------- 5. Check 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 7. Sole Voting Power: 0 Owned by --------------------------------------------------------------- Each 8. Shared Voting Power: 150,850 Reporting --------------------------------------------------------------- Person 9. Sole Dispositive Power: 0 With --------------------------------------------------------------- 10. Shared Dispositive Power: 150,850 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 150,850 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 6.9% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- CUSIP No. 40413N106 SCHEDULE 13D Page 4 of 21 - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). - -------------------------------------------------------------------------------- Stilwell Value LLC - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) - -------------------------------------------------------------------------------- (a) [X] - -------------------------------------------------------------------------------- (b) - -------------------------------------------------------------------------------- 3. SEC Use Only ............................................................... - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC, OO - -------------------------------------------------------------------------------- 5. Check 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 7. Sole Voting Power: 0 Owned by --------------------------------------------------------------- Each 8. Shared Voting Power: 150,850 Reporting --------------------------------------------------------------- Person 9. Sole Dispositive Power: 0 With --------------------------------------------------------------- 10. Shared Dispositive Power: 150,850 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 150,850 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 6.9% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- CUSIP No. 40413N106 SCHEDULE 13D Page 5 of 21 - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). - -------------------------------------------------------------------------------- Joseph Stilwell - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) - -------------------------------------------------------------------------------- (a) [X] - -------------------------------------------------------------------------------- (b) - -------------------------------------------------------------------------------- 3. SEC Use Only ............................................................... - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF, OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of Shares --------------------------------------------------------------- Beneficially 7. Sole Voting Power: 0 Owned by --------------------------------------------------------------- Each 8. Shared Voting Power: 150,850 Reporting --------------------------------------------------------------- Person 9. Sole Dispositive Power: 0 With --------------------------------------------------------------- 10. Shared Dispositive Power: 150,850 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 150,850 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 6.9% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- CUSIP No. 40413N106 SCHEDULE 13D Page 6 of 21 - ------------------------------------------------------------------------------- Item 1. Security and Issuer This is Amendment No. 1 to the Schedule 13D filed on June 14, 2001 ("Original 13D"), by joint filers Stilwell Value Partners IV, L.P., a Delaware limited partnership ("Stilwell Value Partners IV"), Stilwell Associates, L.P., a Delaware limited partnership ("Stilwell Associates"), Stilwell Value LLC, a Delaware limited liability company ("Stilwell Value LLC") and the general partner of Stilwell Value Partners IV and Stilwell Associates, and Joseph Stilwell, managing and sole member of Stilwell Value LLC. All of the filers of this Schedule 13D are collectively the "Group" or "Reporting Persons". This Schedule 13D relates to the common stock ("Common Stock") of HCB Bancshares, Inc. (the "Company" or the "Issuer"). The address of the principal executive offices of the Company is 237 Jackson Street, Camden, Arkansas 71701-3941. The joint filing agreement of the members of the Group is attached as Exhibit 1. Item 2. Identity and Background (a)-(c) This statement is filed by Joseph Stilwell, with respect to the shares of Common Stock beneficially owned by Mr. Stilwell, including: (i) shares of Common Stock held in the name of Stilwell Value Partners IV, in Mr. Stilwell's capacity as the managing and sole member of Stilwell Value LLC which is the general partner of Stilwell Value Partners IV and Stilwell Associates. The business address of the Reporting Persons is 26 Broadway, 23rd Floor, New York, New York 10004. The principal employment of Mr. Stilwell is investment management. Stilwell Value Partners IV and Stilwell Associates are private investment partnerships engaged in the purchase and sale of securities for their own accounts. Stilwell Value LLC is in the business of serving as the general partner of Stilwell Value Partners IV and Stilwell Associates. (d) During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, no member of the 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) Mr. Stilwell is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration - ------------------------------------------------------------------------------- CUSIP No. 40413N106 SCHEDULE 13D Page 7 of 21 - ------------------------------------------------------------------------------- The amount of funds expended to date by members of the Group to acquire the shares of Common Stock held was reported in the Original 13D. No further purchases has been made since the date of the filing of Original 13D. Item 4. Purpose of Transaction The purpose of the acquisition of Common Stock of the Issuer by members of the Group is to profit from the appreciation in the market price of the Common Stock through the assertion of shareholder rights. On August 29, 2001, the Group and the Issuer entered into a Standstill Agreement pursuant to which the Issuer will expand its Board of Directors by one member and appoint a director to be proposed by the Group. (A copy of the Standstill Agreement is attached as Exhibit 2.) The Group's director will also be appointed to sit on the Boards of the Issuer's subsidiaries, including HEARTLAND Community Bank. The Issuer has also agreed to adopt a target to achieve a return on equity greater than the average for all publicly traded thrifts (excluding mutual holding companies) for the fiscal year beginning July 1, 2002, and every year thereafter. If the Issuer does not achieve this target, it has agreed to retain an investment banking firm to help it to evaluate alternatives to maximize shareholder value. So long as the Issuer achieves the target, the Group has agreed, among other things, to (a) refrain from soliciting proxies to elect an alternate slate to the Board, (b) refrain from interfering with the operational decisions of the Issuer, (c) refrain from making statements critical of the Issuer, and (d) support the election of the Issuer's nominees to the Board. Unless earlier terminated pursuant to its terms, the Standstill Agreement expires on its fifth anniversary. Members of the Group reserve their rights to exercise their shareholder rights but only to the extent that such rights are not in violation of the Standstill Agreement. Such rights may include, in the future, without limitation, the rights to: (a) communicate and discuss their views with other shareholders, including discussions concerning the election of directors to the Board; (b) meet with management or representatives of the Issuer's Group to discuss ways to maximize shareholder value; (c) contact institutions, and/or agents of institutions, that may have an interest in acquiring the Issuer; (d) make proposals to the Issuer's Board and management (including with regard to a possible sale of the Issuer); (e) seek further representation on the Issuer's Board; and/or (f) solicit proxies or written consents from other shareholders of the Issuer with respect to Board representation or other proposals for shareholder action. On May 1, 2000, certain members of the Group (the "Stilwell SPN Group") filed a Schedule 13D in connection with the common stock of Security of Pennsylvania Financial Corp. ("SPN"). Thereafter, the Stilwell SPN Group communicated with management of SPN and scheduled a meeting with senior management in order to discuss maximizing short and long-term value of SPN's assets. On June 2, 2000, prior to the scheduled meeting, SPN and Northeast Pennsylvania Financial Corp. announced the signing of a definitive agreement under which Northeast Pennsylvania Financial Corp. agreed to acquire SPN and the Stilwell SPN Group disposed of its shares of SPN on the open market. - ------------------------------------------------------------------------------- CUSIP No. 40413N106 SCHEDULE 13D Page 8 of 21 - ------------------------------------------------------------------------------- On July 7, 2000, certain members of the Group (the "Stilwell CMRN Group") filed a Schedule 13D in connection with the common stock of Cameron Financial Corporation ("Cameron"). Thereafter the Stilwell CMRN Group exercised its shareholder rights by, among other things, requesting that Cameron management hire an investment banker, demanding Cameron's list of shareholders, meeting with Cameron's management, demanding that the Board invite the Stilwell CMRN Group's representatives to join the Board, writing to other Cameron shareholders to express their dismay with management's inability to achieve shareholder value and publishing that letter in the local press. On October 6, 2000, Cameron announced that it had entered into an agreement to be acquired by Dickinson Financial Corp. and the Stilwell CMRN Group disposed of its shares of Cameron on the open market. On January 4, 2001, certain members of the Group (the "Stilwell CFIC Group") filed a Schedule 13D in connection with the common stock of Community Financial Corp. ("CFIC"). The Stilwell CFIC Group reported that it acquired the stock of CFIC for investment purposes after CFIC announced the sale of two of its four subsidiary banks and its intent to sell one or more of its remaining subsidiaries. On January 25, 2001, CFIC announced the sale of one of its remaining subsidiaries. Thereafter, the Stilwell CFIC Group announced its intention to run an alternate slate of directors at the 2001 annual meeting if CFIC did not sell the remaining subsidiary. On March 27, 2001, members of the Stilwell CFIC Group wrote to CFIC confirming that CFIC had agreed to meet with one of the Stilwell CFIC Group's proposed nominees to the Board. On March 30, 2001, before the meeting took place, CFIC announced that it had agreed to be merged with First Financial Corporation for cash estimated at $15.00 per share. The Stilwell CFIC Group, having accomplished its purpose of maximizing shareholder value, has announced that it will not seek representation on the Board or solicit proxies for use at the annual meeting. On February 23, 2001, certain members of the Group ("Stilwell MONT Group") filed a Schedule 13D in connection with the common stock of Montgomery Financial Corporation ("Montgomery"). In its Schedule 13D, the Stilwell MONT Group stated that it acquired the stock of Montgomery for investment purposes and that it believes the value of Montgomery's assets exceeds its current market price. On April 20, 2001, members of the Stilwell MONT Group met with Montgomery's management, suggested to management that it should maximize shareholder value by selling the institution and notified management that it would run an alternate slate of directors at the 2001 annual meeting unless Montgomery entered into a transaction. In a Form 10Q filing dated May 14, 2001, Montgomery disclosed that its Board had amended its bylaws to require that directors or nominees to its Board must: (a) reside locally, (b) have a loan or deposit relationship with Montgomery's subsidiary bank for at least twelve months prior to nomination, (c) have served as a member of a local civic or community organization for at least twelve months during the five years prior to the nomination to the Board, and (d) own 100 shares of Montgomery's stock. Additionally, the amended bylaws shortened the time for shareholders to notice their intention to nominate alternate directors at the 2001 annual meeting. (In documents produced by Montgomery to members of the Stilwell MONT Group, it was revealed that eleven days after the filing of the Stilwell MONT Group's Original 13D, Montgomery's Board held a Special Meeting at which it adopted the foregoing amendment.) On June 5, 2001, Montgomery announced that it had hired an investment banking firm, to "help evaluate available alternatives to improve financial performance and maximize shareholder value. . . . [including] a potential acquisition or merger." On June 13, 2001, the Group noticed its intention to nominate two persons to Montgomery's board at the 2001 annual meeting. On July 24, 2001, Montgomery announced that it signed a definitive agreement with Union Community Bancorp ("Union") providing for the merger of Montgomery into Union. - ------------------------------------------------------------------------------- CUSIP No. 40413N106 SCHEDULE 13D Page 9 of 21 - ------------------------------------------------------------------------------- On November 17, 2000, certain members of the Group (the "Stilwell OTFC Group") filed a Schedule 13D in connection with the common stock of Oregon Trail Financial Corp. ("Oregon Trail"). In its Schedule 13D, the Stilwell OTFC Group stated that its purpose in acquiring the stock of Oregon Trail is to profit from the appreciation in the market price of its stock through the assertion of shareholder rights, including, but not limited to, seeking representation on its Board of Directors, communicating with other shareholders, and making proposals to management, including with regard to a possible sale of Oregon Trail. The Stilwell OTFC Group also stated that it believes that Oregon Trail can better evaluate all options to increase shareholder value by retaining an investment banking firm to advise it. On December 15, 2000, the Stilwell OTFC Group filed an amended Schedule 13D and reported that it had scheduled a meeting with representatives of Oregon Trail's management to discuss Oregon Trail's business plans and goals for return on equity. On January 9, 2001, the Stilwell OTFC Group filed an amended Schedule 13D reporting the commencement of a lawsuit to compel Oregon Trail to produce its list of shareholders and other records, including specified minutes of Board of Director meetings. On February 1, 2001, the Stilwell OTFC Group filed an amended Schedule 13D reporting that the parties had reached an agreement in principle for the production of the disputed items, to the extent they exist, and adjourned the court hearing, without date, in contemplation of entering into a written settlement agreement. In the amended Schedule 13D filed on February 1, 2001, the Stilwell OTFC Group also reported that during its January 25th meeting with Oregon Trail's management, the Stilwell OTFC Group proposed to Oregon Trail's representatives that it invite two of its nominees to sit on the Board. Oregon Trail agreed to consider the proposal. On February 16, 2001, the Stilwell OTFC Group filed an amended Schedule 13D reporting that on February 14, 2001, Oregon Trail informed the Stilwell OTFC Group that it had rejected its proposal. The Stilwell OTFC Group reported that it will nominate an alternate slate of nominees to sit on the Board of Directors and that it will solicit proxies for this purpose. The Stilwell OTFC Group reported that it retained MalCon Proxy Advisors, Inc., as its proxy solicitor. In the amended Schedule 13D filed on February 16, 2001, the Stilwell OTFC Group also reported the filing of its lawsuit against Charles Henry Rouse, a director of Oregon Trail. The lawsuit seeks to remove Mr. Rouse from Oregon Trail's Board because Mr. Rouse allegedly violated Oregon Trail's residency requirement for directors. The Stilwell OTFC Group reserved the right to proceed against other directors for breaches of their fiduciary duties with respect to this and other events. On February 23, 2001, the Stilwell OTFC Group filed an amended Schedule 13D reporting that the parties were unable to enter into a settlement agreement of the shareholder list litigation referred to above because Oregon Trail decided to place unreasonable preconditions upon the production of the list. The hearing was held on May 4, 2001, and the Court has reserved its decision. - ------------------------------------------------------------------------------- CUSIP No. 40413N106 SCHEDULE 13D Page 10 of 21 - ------------------------------------------------------------------------------- On May 8, 2001, a member of the Stilwell OTFC Group sent a letter to Oregon Trail demanding that it remove one of its directors, Edward H. Elms, from the Board on the grounds that Mr. Elms allegedly gave false deposition testimony in the above-mentioned Rouse lawsuit. The letter stated that if Oregon Trail did not demand the resignation of Mr. Elms or commence an action to remove him by May 18, 2001, the Stilwell OTFC Group would commence a derivative action to remove Mr. Elms. Oregon Trail failed to abide by the demand within the specified deadline. Therefore, a derivative action was filed on May 22, 2001 by Stilwell Associates in the U.S. District Court for the District of Oregon seeking to remove Mr. Elms. On May 29, 2001, Oregon Trail and Mr. Elms filed their answer, defenses, affirmative defenses, counterclaims and third-party complaint against the Stilwell OTFC Group. This pleading denied the material allegations of the complaint and lodged four counterclaims and third-party claims alleging defamation and filing an incomplete, inaccurate and misleading Schedule 13D because the Group's May 8, 2001 Schedule 13D included the allegedly defamatory demand letter. The Stilwell OTFC Group intends to defend Oregon Trail's claims which it believes are without merit. On June 1, 2001, the Stilwell OTFC Group filed a Preliminary Schedule 14A with the SEC seeking clearance to solicit proxies to elect its nominee, Kevin Padrick, to the Board of Directors of Oregon Trail at the upcoming 2001 annual meeting. On August 21, 2001, the Stilwell OTFC Group reported that: (a) on August 17, 2001, Stilwell Associates served its notice of intent to nominate either or both of Kevin Padrick, Esq., or Neil Bryant, Esq., to OTFC's Board of Directors at the 2001 annual shareholders meeting; (b) on August 15, 2001, in response to Stilwell Associates' motion to dismiss, OTFC and Edward Elms stipulated to withdraw with prejudice their causes of action for defamation against the Stilwell OTFC Group; (c) on August 14, 2001, Charles Rouse moved for summary judgment to dismiss the lawsuit filed against him by Stilwell Associates; and (d) on August 16, 2001, the Stilwell OTFC Group filed its definitive proxy statement. Members of the Group may make further purchases of shares of Common Stock. Members of the Group may dispose of any or all the shares of Common Stock held by them, although they have no current intention to do so. Except as noted in this Schedule 13D, no member of the Group has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraph (a) through (j), inclusive, of Item (4) of Schedule 13D. Members of the Group 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 Issuer The percentages used in this Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 2,158,989, reported as the number of outstanding shares as of April 30, 2001, on a Form 10-Q dated May 15, 2001. All purchases and sales of Common Stock reported herein were made in open market transactions on The Nasdaq Small Cap Market System. - ------------------------------------------------------------------------------- CUSIP No. 40413N106 SCHEDULE 13D Page 11 of 21 - ------------------------------------------------------------------------------- (A) Stilwell Value Partners IV (a) Aggregate number of shares beneficially owned: 150,850 Percentage: 6.9% (b) 1. Sole power to vote or to direct vote: 0 2. Shared power to vote or to direct vote: 150,850 3. Sole power to dispose or to direct the disposition: 0 4. Shared power to dispose or to direct disposition: 150,850 (c) Since the filing of the Original 13D, Stilwell Value Partners IV has not purchased any shares of Common Stock. (d) Because he is the managing and sole member of Stilwell Value LLC, which is the general partner of Stilwell Value Partners IV, Mr. Stilwell has the power to direct the affairs of Stilwell Value Partners IV, including the voting and disposition of shares of Common Stock held in the name of Stilwell Value Partners IV. Therefore, Mr. Stilwell is deemed to share voting and disposition power with Stilwell Value Partners IV with regard to those shares of Common Stock. (B) Stilwell Associates (a) Aggregate number of shares beneficially owned: 150,850 Percentage: 6.9% (b) 1. Sole power to vote or to direct vote: 0 2. Shared power to vote or to direct vote: 150,850 3. Sole power to dispose or to direct the disposition: 0 4. Shared power to dispose or to direct disposition: 150,850 (c) Since the filing of the Original 13D, Stilwell Associates has not purchased any shares of Common Stock. (d) Because he is the managing and sole member of Stilwell Value LLC, which is the general partner of Stilwell Associates, Mr. Stilwell has the power to direct the affairs of Stilwell Associates, including the voting and disposition of shares of Common Stock held in the name of Stilwell Associates. Therefore, Mr. Stilwell is deemed to share voting and disposition power with Stilwell Associates with regard to those shares of Common Stock. (C) Stilwell Value LLC (a) Aggregate number of shares beneficially owned: 150,850 Percentage: 6.9% - ------------------------------------------------------------------------------- CUSIP No. 40413N106 SCHEDULE 13D Page 12 of 21 - ------------------------------------------------------------------------------- (b) 1. Sole power to vote or to direct vote: 0 2. Shared power to vote or to direct vote: 150,850 3. Sole power to dispose or to direct the disposition: 0 4. Shared power to dispose or to direct disposition: 150,850 (c) Stilwell Value LLC has made no purchases of Common Stock. (d) Because he is the managing and sole member of Stilwell Value LLC, Mr. Stilwell has the power to direct the affairs of Stilwell Value LLC. Stilwell Value LLC is the general partner of Stilwell Value Partners IV and Associates. Therefore, Stilwell Value LLC may be deemed to share with Mr. Stilwell voting and disposition power with regard to the shares of Common Stock held by Stilwell Value Partners IV and Stilwell Associates. (D) Mr. Joseph Stilwell (a) Aggregate number of shares beneficially owned: 150,850 Percentage: 6.9% (b) 1. Sole power to vote or to direct vote: 0 2. Shared power to vote or to direct vote: 150,850 3. Sole power to dispose or to direct the disposition: 0 4. Shared power to dispose or to direct disposition: 150,850 (c) Since the filing of the Original 13D, Mr. Stilwell has not purchased any shares of Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Other than the Joint Filing Agreement filed as Exhibit 1 to this filing, and as otherwise described below, 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, including but not limited to transfer or voting of any of the securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies, except for sharing of profits. Stilwell Value LLC and Mr. Joseph Stilwell, in their capacities, respectively, as a general partner and as a managing and sole member, as described in this Schedule 13D, are entitled to an allocation of a portion of profits. See Items 1 and 2 above regarding disclosure of the relationships between members of the Group, which disclosure is incorporated herein by reference. - ------------------------------------------------------------------------------- CUSIP No. 40413N106 SCHEDULE 13D Page 13 of 21 - ------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits Exhibit No. Description ----------- ----------- 1 Joint Filing Agreement.* 2 Standstill Agreement * Previously filed on June 14, 2001 - ------------------------------------------------------------------------------- CUSIP No. 40413N106 SCHEDULE 13D Page 14 of 21 - ------------------------------------------------------------------------------- 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: September 4, 2001 STILWELL VALUE PARTNERS IV, L.P. /s/ Joseph Stilwell ---------------------------------------- By: STILWELL VALUE LLC General Partner /s/ Joseph Stilwell ---------------------------------------- By: Joseph Stilwell Managing and Sole Member STILWELL ASSOCIATES, L.P. /s/ Joseph Stilwell ---------------------------------------- By: STILWELL VALUE LLC General Partner /s/ Joseph Stilwell ---------------------------------------- By: Joseph Stilwell Managing and Sole Member STILWELL VALUE LLC /s/ Joseph Stilwell ---------------------------------------- By: Joseph Stilwell Managing and Sole Member JOSEPH STILWELL /s/ Joseph Stilwell ---------------------------------------- Joseph Stilwell EX-2 3 b313510ex2.txt STANDSTILL AGREEMENT - ------------------------------------------------------------------------------- CUSIP No. 40413N106 SCHEDULE 13D Page 15 of 21 - ------------------------------------------------------------------------------- EXHIBIT 2 STANDSTILL AGREEMENT STANDSTILL AGREEMENT THIS STANDSTILL AGREEMENT ("Agreement"), dated the 29th day of August, 2001, is made by and between HCB Bancshares, Inc., an Oklahoma corporation ("HCBB"), on the one hand, and Stilwell Value Partners IV, L.P., Stilwell Associates, L.P., Stilwell Value LLC, and Joseph Stilwell, (collectively, the "Stilwell Group"), and _________________ ("Stilwell Director") on the other. WHEREAS, HCBB, the Stilwell Group and the Stilwell Director have agreed that it is in their mutual interests to enter into this Agreement as hereinafter described. NOW, THEREFORE, in consideration of the premises and the representations, warranties, and agreements contained herein, and other good and valuable consideration, the parties hereto mutually agree as follows: 1. Representations and Warranties of Stilwell Group. The Stilwell Group hereby represents and warrants to HCBB as follows: a. The Stilwell Group has beneficial ownership of 150,850 shares of common stock of HCBB and has full and complete authority to enter into this Agreement and to bind the entire number of shares of the common stock of HCBB which it holds, or may hold, including any shares purchased in the future, to the terms of this Agreement. This Agreement constitutes a valid and binding agreement of the Stilwell Group. b. There are no arrangements, agreements or understandings between the Stilwell Group and HCBB other than as set forth in this Agreement. 2. Representations and Warranties of HCBB. HCBB hereby represents and warrants to the Stilwell Group, as follows: a. HCBB full has power and authority to enter into and perform its obligations under this Agreement, and the execution and delivery of this Agreement by HCBB has been duly authorized by the Board of Directors of HCBB and requires no further Board of Directors or stockholder action. This Agreement constitutes a valid and binding obligation of HCBB and the performance of its terms does not constitute a violation of its certificate of incorporation or by-laws. b. There are no arrangements, agreements or understandings between the Stilwell Group and HCBB other than as set forth in this Agreement. 3. Representations and Warranties of the Stilwell Director. The Stilwell Director hereby represents and warrants to HCBB as follows: - ------------------------------------------------------------------------------- CUSIP No. 40413N106 SCHEDULE 13D Page 16 of 21 - ------------------------------------------------------------------------------- a. The Stilwell Director is a person who qualifies under all applicable Office of Thrift Supervision regulations governing directors of thrifts. b. The Stilwell Director meets the qualifications for service as a director set forth in clauses (1), (2) and (3) of Section 14(b) of Article III of HCBB's Bylaws and in clauses (1), (2) and (3) of Section 15(b) of Article III of the Bylaws of HEARTLAND Community Bank. c. No event has occurred with respect to the Stilwell Director that would require disclosure in an HCBB report filed pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, pursuant to Item 401(f) of Regulation S-K. 4. Stilwell Group's Prohibited Conduct. Unless this Agreement is terminated, for so long as HCBB meets the Financial Goal set forth in Paragraph 9 below and complies with the terms of this Agreement, no member of the Stilwell Group or the Stilwell Director shall (a) solicit proxies, or participate in any manner in the solicitation of proxies, from HCBB's stockholders to elect persons to the Board of Directors or to approve shareholder proposals, or (b) make any public statement critical of HCBB, its Board or management. 5. Operational Decisions. Unless this Agreement is terminated, for so long as HCBB meets the Financial Goal set forth in Paragraph 9 below and complies with the terms of this Agreement, the Stilwell Group and the Stilwell Director shall not in any way interfere with any operational decisions of HCBB. 6. Voting at Annual Meetings of Stockholders. Unless this Agreement is terminated, for so long as HCBB meets the Financial Goal set forth in Paragraph 9 below and complies with the terms of this Agreement, at all Annual Meetings of Stockholders the Stilwell Group and the Stilwell Director shall vote all of the shares of HCBB common stock beneficially owned by its members for each of HCBB's nominees for election to the HCBB Board of Directors, for the ratification of the appointment of HCBB's independent auditors and, in other matters, in accordance with the recommendation of the HCBB Board of Directors. 7. HCBB's Independence. Unless this Agreement is terminated, for so long as HCBB meets the Financial Goal set forth in Paragraph 9 below and complies with the terms of this Agreement, the Stilwell Group and the Stilwell Director shall fully support the independence of HCBB and otherwise support the decisions made by the Board of Directors. 8. Directorships and Committees. HCBB agrees that within seven (7) days after the Stilwell Director's execution of the Agreement, the Stilwell Director will be appointed to the Board of Directors of HCBB and the Boards of Directors of each of HCBB's wholly owned subsidiaries ("Subsidiaries"). (The Board of Directors of HCBB or its Subsidiary may be referred to hereinafter individually as the "Board", or collectively as the "Boards"). a. The Stilwell Director will be appointed to the Class of Directors of HCBB whose terms expire at the 2003 Annual Meeting of Stockholders. The procedure for the selection of the Stilwell Director shall be as follows: The Stilwell Group will propose a director to HCBB ("Proposed Director"). If the Proposed Director is not reasonably determined by HCBB to be qualified to sit as a director, Stilwell shall be entitled to propose additional candidates to HCBB until HCBB approves a candidate as a Stilwell Director ("Additional Candidates"). HCBB will not unreasonably withhold approval of the Proposed Director or any Additional Candidates. The Stilwell Group shall submit the name and resume of the Proposed Director within three (3) days from the execution of this Agreement and HCBB will make its determination within ten (10) days thereafter. If HCBB wishes to meet the Proposed Director in person, the Stilwell Group will make the Proposed Director available to HCBB at a mutually convenient date, within such ten (10) days. If necessary, the parties will follow the same timetable for any Additional Candidates, with the period beginning from the time HCBB rejects the Proposed Director or previous Additional Candidate. The Stilwell Director shall execute this Agreement upon his approval by HCBB. - ------------------------------------------------------------------------------- CUSIP No. 40413N106 SCHEDULE 13D Page 17 of 21 - ------------------------------------------------------------------------------- b. HCBB and its Subsidiaries agree to make all necessary amendments to their by-laws or certificates of incorporation to enable the Stilwell Director to sit on the Boards, including to expand the Boards and provide that any residency requirements be inapplicable to the Stilwell Director. c. The Stilwell Director will be entitled to receive the identical compensation and benefits being paid to the two newest non-employee directors of HCBB. d. The Stilwell Group shall not provide, and the Stilwell Director shall not accept, any incentive or compensation to the Stilwell Director that would influence the Stilwell Director to recommend that HCBB enter into a transaction for the sale of HCBB or to recommend any other significant initiative affecting HCBB and its stockholders. e. If the Stilwell Director resigns from any Board, is removed from any Board for cause, if he is not renominated for election, or if he dies, the Stilwell Group will be entitled to replace the Stilwell Director with another individual ("Replacement Director"), who is reasonably determined by the Board of HCBB to be qualified to serve and if the Replacement Director is qualified, HCBB and the Subsidiaries shall take all action to immediately appoint the Replacement Director to the respective Boards. The Replacement Director will serve out the remaining term and be re-elected and re-appointed to the Boards pursuant to Paragraph 7(g) below. The Replacement Director will enjoy all of the rights and benefits of this Agreement and shall be bound by its terms. If the Board of HCBB does not appoint a Replacement Director, this agreement will be deemed terminated. f. For so long as any Stilwell Director is a member of the Board of Directors of HCBB and its Subsidiaries, he will be appointed to either the Audit or Compensation Committees. g. HCBB and its Board agree to nominate and support the Stilwell Director or Replacement Director for re-election to the Board of HCBB at the expiration of each of his terms, and he shall be re-appointed to the Boards of the Subsidiaries so long as the Board of HCBB reasonably determines that the Stilwell Director is qualified to serve. If the Stilwell Director or the Replacement Director is not re-appointed, this agreement will be deemed terminated. - ------------------------------------------------------------------------------- CUSIP No. 40413N106 SCHEDULE 13D Page 18 of 21 - ------------------------------------------------------------------------------- 9. Financial Goal. a. HCBB agrees to adopt a target to achieve an ROE greater than the "Average" for All Publicly Traded Thrifts (excluding MHC's) as published by SNL Securities for the fiscal year beginning July 1, 2002, and every year thereafter (the "Financial Goal"). If the Financial Goal set forth above is not met, the Board of HCBB agrees to retain an investment banking firm to help the Board evaluate alternatives to maximize shareholder value of HCBB. b. HCBB agrees to retain an investment banking firm within sixty (60) days after the execution of this agreement to assist HCBB in reviewing its balance sheet including its securities portfolio and the merits of stock repurchases including dutch auctions. The Board of HCBB will consider substantially reducing its securities portfolio and conducting a dutch auction(s) if it determines, after due consideration, that it would be in the best interests of HCBB's stockholders. 10. Termination. This Agreement shall terminate and the Stilwell Director shall immediately tender his resignation from the Board of HCBB and each of its subsidiaries, if requested by the Board of HCBB as a result of a majority vote in favor of such resignation by the Board of HCBB, upon the earlier of (i) the Stilwell Group having beneficial ownership of less than five percent of the outstanding shares of common stock of HCBB; (ii) the closing of an acquisition by ownership, holding or power to vote of more than 50% of HCBB's voting stock by any party, other than the parties to this Agreement, which results from any agreement executed by HCBB including any merger, acquisition or other type of business combination, (iii) the dissolution, merger or any other transaction which results in the failure of Stilwell Value Partners IV, L.P., Stilwell Associates, L.P. or Stilwell Value LLC to exist as legal entities, (iv) the death or incapacity of Joseph Stilwell; or (v) the fifth anniversary of the execution of this Agreement. 11. Public Announcement. The parties shall disclose the existence of this Agreement within three (3) business days after its execution by the Stilwell Group and HCBB. The parties will make separate disclosures, however, they will coordinate the disclosures to occur on or about the same day. This Agreement shall be attached to each party's disclosure. Before the disclosures are made, the parties will share the contents with each other. Additional disclosures identifying the Stilwell Director will be made by the parties after the Stilwell Director executes this Agreement. 12. Remedies. HCBB, the Stilwell Group and the Stilwell Director acknowledge and agree that a breach or threatened breach by either party may give rise to irreparable injury inadequately compensable in damages, and accordingly each party shall be entitled to injunctive relief to prevent a breach of the provisions hereof and to enforce specifically the terms and provisions hereof in any state or federal court having jurisdiction, in addition to any other remedy to which such aggrieved party may be entitled to at law or in equity. In the event either party institutes any legal action to enforce such party's rights under, or recover damages for breach of, this Agreement, the prevailing party or parties in such action shall be entitled to recover from the other party or parties all costs and expenses, including but not limited to actual attorneys' fees, court costs, witness fees, disbursements and any other expenses of litigation or negotiation incurred by such prevailing party or parties. - ------------------------------------------------------------------------------- CUSIP No. 40413N106 SCHEDULE 13D Page 19 of 21 - ------------------------------------------------------------------------------- 13. Notices. All notice requirements and other communications shall be deemed given when delivered or on the following business day after being sent by overnight courier with a nationally recognized courier service such as Federal Express, addressed to the Stilwell Group, the Stilwell Director and HCBB as follows: The Stilwell Group: Mr. Joseph Stilwell 26 Broadway 23rd Floor New York, New York 10004 With a copy to: Spencer L. Schneider, Esq. 145 Hudson Street New York, New York 10013 The Stilwell Director: ------------------------- ------------------------- ------------------------- With a copy to: ------------------------- ------------------------- ------------------------- HCBB: Mr. Cameron D. McKeel HCB Bancshares, Inc. 237 Jackson Street S.W. Camden, Arkansas 71701-3941 With a Copy to: Gary R. Bronstein, Esq. Stradley Ronon Housley Kantarian & Bronstein, LLP 1220 19th Street, N.W, Suite 700 Washington, D.C. 20036 14. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the parties in connection therewith not referred to herein. - ------------------------------------------------------------------------------- CUSIP No. 40413N106 SCHEDULE 13D Page 20 of 21 - ------------------------------------------------------------------------------- 15. Counterparts; Facsimile. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, and signature pages may be delivered by facsimile, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 16. Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 17. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Oklahoma. 18. Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 19. Successors and Assigns. This Agreement shall not be assignable by any of the parties to this Agreement, except the terms shall be applicable to a Replacement Director. 20. Survival of Representations, Warranties and Agreements. All representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement. 21. Amendments. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto. 22. Further Action. Each party agrees to execute any and all documents, and to do and perform any and all acts and things necessary or proper to effectuate or further evidence the terms and provisions of this Agreement. [Remainder of Page Intentionally Left Blank] - ------------------------------------------------------------------------------- CUSIP No. 40413N106 SCHEDULE 13D Page 21 of 21 - ------------------------------------------------------------------------------- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. HCB BANCSHARES, INC. /s/ Vida H. Lampkin ---------------------------------------------- By: Vida H. Lampkin Chairman of the Board /s/ Cameron D. McKeel ---------------------------------------------- By: Cameron D. McKeel Chief Executive Officer STILWELL VALUE PARTNERS IV, L.P. /s/ Joseph Stilwell ---------------------------------------------- By: STILWELL VALUE LLC General Partner /s/ Joseph Stilwell ---------------------------------------------- By: Joseph Stilwell Managing and Sole Member STILWELL ASSOCIATES, L.P. /s/ Joseph Stilwell ---------------------------------------------- By: STILWELL VALUE LLC General Partner /s/ Joseph Stilwell ---------------------------------------------- By: Joseph Stilwell Managing and Sole Member STILWELL VALUE LLC /s/ Joseph Stilwell ---------------------------------------------- By: Joseph Stilwell Managing and Sole Member JOSEPH STILWELL /s/ Joseph Stilwell ---------------------------------------------- Joseph Stilwell ---------------------------------------------- (Stilwell Director) -----END PRIVACY-ENHANCED MESSAGE-----