-----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, H551V8hcKpJpfopSXHBpYVDfvpZiSO+2LZhOzOcN2ImYQ6maD2z2GkB0DC1HRDRw OjWmbwwdO7RSy2tiy2w+zQ== 0001104659-09-041047.txt : 20090630 0001104659-09-041047.hdr.sgml : 20090630 20090630171551 ACCESSION NUMBER: 0001104659-09-041047 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090630 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090630 DATE AS OF CHANGE: 20090630 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-44383 FILM NUMBER: 09919897 BUSINESS ADDRESS: STREET 1: 225 SOUTH MAIN AVE CITY: SIOUX FALLS STATE: SD ZIP: 57102 BUSINESS PHONE: 6053337556 8-K 1 a09-17290_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):
June 30, 2009

 

HF FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-19972

 

46-0418532

(State or other jurisdiction

of incorporation)

 

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

 

 

 

 

225 South Main Avenue, Sioux Falls, SD

 

57104

(Address of principal executive offices)

 

(ZIP Code)

 

(605) 333-7556

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

ITEM 1.01                                  Entry into a Material Definitive Agreement.

 

On June 30, 2009, HF Financial Corp. (the “Company”) entered into a Warrant Repurchase Letter Agreement (the “Repurchase Agreement”) with the United States Department of the Treasury (“Treasury”) pursuant to which it completed its repurchase of a warrant to purchase 302,419 shares of the Company’s Common Stock at an exercise price of $12.40 per share (the “Warrant”).  The Warrant was issued to the Treasury in connection with the sale by the Company of 25,000 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share (“Preferred Stock”).  The repurchase price of the Preferred Stock was $25 million plus a final accrued dividend of $62,500.  The Preferred Stock and Warrant were issued to the Treasury on November 21, 2008 as part of the voluntary Capital Purchase Program (CPP).  Pursuant to the terms of the Warrant Repurchase Agreement, the Company repurchased the Warrant for a purchase price of $650,000.

 

The repurchase of the Warrant was permitted under the terms of the Securities Repurchase Agreement entered into with the Treasury in connection with the CPP, once the Company completed the repurchase of all of its outstanding shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, on June 3, 2009.

 

The foregoing summary of the Warrant Repurchase Agreement is not intended to be complete and is qualified in its entirety by reference to the Repurchase Agreement which is attached as Exhibit 10.1 hereto and incorporated by reference into this Current Report on Form 8-K.

 

ITEM 8.01                                  Other Events.

 

On June 30, 2009, the Company issued a press release regarding the matters disclosed under Item 1.01 above.  The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

ITEM 9.01                                  Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

10.1                         Warrant Repurchase Letter Agreement, dated June 30, 2009, between the Company and the United States Department of the Treasury.

 

99.1                         Press Release, dated June 30, 2009

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

HF Financial Corp.

 

 

 

(Registrant)

 

 

 

 

 

 

 

 

 

 

Date:

June 30, 2009

 

By

/s/ Curtis L. Hage

 

 

 

 

Curtis L. Hage, Chairman, President

 

 

 

 

and Chief Executive Officer

 

 

 

 

(Duly Authorized Officer)

 

 

 

 

 

 

 

 

 

 

Date:

June 30, 2009

 

By

/s/ Darrel L. Posegate

 

 

 

 

Darrel L. Posegate, Executive Vice President,

 

 

 

 

Chief Financial Officer and Treasurer

 

 

 

 

(Principal Financial Officer)

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

10.1

 

Warrant Repurchase Letter Agreement, dated June 30, 2009, between the Company and the United States Department of the Treasury.

 

 

 

99.1

 

Press Release, dated June 30, 2009.

 

4


EX-10.1 2 a09-17290_1ex10d1.htm EX-10.1

Exhibit 10.1

 

UST #10

 

UNITED STATES DEPARTMENT OF THE TREASURY

1500 Pennsylvania Avenue, NW
Washington, D.C.  20220

 

June 30, 2009

 

Ladies and Gentlemen:

 

Reference is made to that certain letter agreement (the “Repurchase Letter Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Repurchase Letter Agreement.

 

As documented by the Repurchase Letter Agreement, the Company has completed the repurchase from the Investor of all of the Preferred Shares issued to the Investor pursuant to the Securities Purchase Agreement. Following such time, the Company delivered a Warrant Repurchase Notice dated as of the date set forth on Schedule A hereto to the Investor. In connection with the consummation, on the date hereof, of the repurchase of the Warrant by the Company from the Investor, as contemplated by the Warrant Repurchase Notice and Section 4.9 of the Securities Purchase Agreement:

 

(a)           The Company hereby acknowledges receipt from the Investor of the Warrant; and

 

(b)           The Investor hereby acknowledges receipt from the Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Warrant, determined in accordance with Section 4.9 of the Securities Purchase Agreement.

 

This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

 

This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been delivered.

 

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In witness whereof, the parties have duly executed this letter agreement as of the date first written above.

 

 

UNITED STATES DEPARTMENT OF THE

 

TREASURY

 

 

 

 

 

By:

/s/ Herbert M. Allison, Jr.

 

Name:

Herbert M. Allison, Jr.

 

Title:

Assistant Secretary for Financial Stability

 

 

 

 

 

HF FINANCIAL CORP.

 

 

 

 

 

 

By:

/s/ Curtis L. Hage

 

Name: Curtis L. Hage

 

Title: Chairman and Chief Executive Officer

 

 

 

2



 

Left Blank Intentionally

 

3



 

 

 

SCHEDULE A

 

 

 

Company Information:

 

 

 

 

 

Name of the Company:

 

HF Financial Corp.

 

 

 

Corporate or other organizational form of the Company:

 

Corporation

 

 

 

Jurisdiction of organization of the Company:

 

Delaware

 

 

 

Information related to the Preferred Share Repurchase:

 

 

 

 

 

Date of Repurchase Letter Agreement for the repurchase of all of the Preferred Shares:

 

June 3, 2009

 

 

 

Terms of the Warrant Repurchase:

 

 

 

 

 

Date of Warrant Repurchase Notice:

 

June 10, 2009

 

 

 

Aggregate purchase price for the Warrant:

 

$650,000

 

 

 

Investor wire information for payment of purchase price for the Warrant:

The Bank of New York Mellon
ABA #
GLA/
Ref :
Ref: 

 


EX-99.1 3 a09-17290_1ex99d1.htm EX-99.1

Exhibit 99.1

 

For Immediate Release –June 30, 2009

For Information Contact:

Curtis L. Hage, Chairman, President and CEO

Sioux Falls, South Dakota

Phone: (605) 333-7556

 

HF Financial Corp. Completes Repurchase of its Warrant

Held by the U.S. Department of the Treasury

 

SIOUX FALLS, SD, June 30, 2009 — HF Financial Corp. (NASDAQ: HFFC), today announced that it has completed its repurchase from the United States Department of the Treasury of a warrant to purchase 302,419 shares of the Company’s Common Stock at an exercise price of $12.40 per share.  The Warrant was issued to the Treasury in connection with the sale by the Company of 25,000 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share.  The repurchase price of the preferred stock was $25 million plus a final accrued dividend of $62,500.  The preferred stock and warrant were issued to the Treasury on November 21, 2008 as part of the voluntary Capital Purchase Program (CPP).  Pursuant to the terms of the Warrant Repurchase agreement, the Company repurchased the Warrant for a purchase price of $650,000.

 

The repurchase of the Warrant was permitted under the terms of the Securities Repurchase Agreement entered into with the U.S. Department of the Treasury in connection with the CPP, once the Company completed the repurchase of all of its outstanding shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, on June 3, 2009.

 

Curtis L. Hage, Chairman, President and CEO of HF Financial Corp. commented, “Our Board of Directors has previously determined that it is in the best interest of our Company and our stockholders to exit the CPP.  The repurchase of the Warrant completes our exit of the CPP.  The Company can now focus its full attention to its mission of being the leading financial services provider to businesses and individuals in the communities we serve.”

 

About HF Financial Corp.

HF Financial Corp., based in Sioux Falls, SD, is the parent company for financial service companies, including Home Federal Bank, Mid America Capital Services, Inc., dba Mid America Leasing Company, Hometown Investment Services, Inc. and HF Financial Group, Inc. As of March 31, 2009, the Company had total assets of $1.2 billion and stockholders’ equity of $94.1 million. The Company is the largest publicly traded savings association headquartered in South Dakota, with 33 offices in 19 communities, which includes a location in Marshall, Minnesota. Internet banking is also available at www.homefederal.com.

 

Forward-Looking Statements.

This news release and other reports issued by the Company, including reports filed with the Securities and Exchange Commission, contain “forward-looking statements” that deal with future results, expectations, plans and performance. In addition, the Company’s management may make forward-looking statements orally to the media, securities analysts, investors or others. These forward-looking statements might include one or more of the following:

·                                          HF Financial Corp.’s future capacity to lend and future lending activities;

·                                          Descriptions of plans or objectives of management for future operations, products or services, transactions and investments;

·                                          Forecasts of future economic performance; and

·                                          Use and descriptions of assumptions and estimates underlying or relating to such matters.

 

Forward-looking statements can be identified by the fact they do not relate strictly to historical or current facts. They often include words such as “optimism,” “look-forward,” “bright,” “pleased,” “believe,” “expect,”

 

1



 

“anticipate,” “intend,” “plan,” “estimate” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.”

 

Forward-looking statements about the Company’s expected financial results and other plans are subject to certain risks, uncertainties and assumptions. These include, but are not limited to the following: possible legislative changes and adverse economic, business and competitive conditions and developments (such as shrinking interest margins and continued short-term rate environments); deposit outflows; reduced demand for financial services and loan products; changes in accounting policies or guidelines, or in monetary and fiscal policies of the federal government; changes in credit and other risks posed by the Company’s loan and lease portfolios; the ability or inability of the Company to manage interest rate and other risks; unexpected or continuing claims against the Company’s self-insured health plan; the Company’s use of trust preferred securities; the ability or inability of the Company to successfully enter into a definitive agreement for and close anticipated transactions; technological, computer-related or operational difficulties; adverse changes in securities markets; results of litigation; or other significant uncertainties.

 

Forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. Although the Company believes its expectations are reasonable, it can give no assurance that such expectations will prove to be correct. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described in any forward-looking statements.

 

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