10QSB 1 0001.txt 10QSB FOR HARDIN FINANCIAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2000 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ______________ Commission File Number 0-26560 HARDIN BANCORP, INC. -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) Delaware 43-1719104 -------------------------------------------------------------------------------- State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization 201 Northeast Elm Street, Hardin, Missouri 64035 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (660) 398-4312 -------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No ( ) Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Class Outstanding at December 31, 2000 -------------------------------------------------------------------------------- Common stock, .01 par value 731,453 HARDIN BANCORP, INC. AND SUBSIDIARIES CONTENTS PART I FINANCIAL INFORMATION Item 1. Unaudited Financial Statements ........................................Page Consolidated Balance Sheets...........................................1 Consolidated Statements of Earnings...................................2 Consolidated Statements of Stockholders' Equity.......................3 Consolidated Statements of Cash Flows...............................4-5 Notes to Consolidated Financial Statements............................6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.............................................................7-10 PART II OTHER INFORMATION........................................................11 Signatures...............................................................12 Hardin Bancorp, Inc. and Subsidiaries Consolidated Balance Sheets (Unaudited)
December 31, 2000 March 31, 2000 ----------------------- -------------------- Assets Cash $ 1,244,293 $ 1,418,308 Interest bearing deposits 6,694,101 3,331,934 Investment securities at fair value 38,466,316 37,793,223 Mortgage-backed securities at fair value 5,727,322 11,805,699 Loans receivable, net 83,201,766 78,059,195 Accrued interest receivable: Investment securities 617,559 487,312 Mortgage-backed securities 50,124 84,232 Loans receivable 631,573 548,094 Premises and equipment 1,737,984 1,777,911 Stock in Federal Home Loan Bank (FHLB) of Des Moines, at cost 2,165,000 2,015,000 Deferred income taxes 411,948 816,000 Prepaid expenses and other assets 367,425 347,403 ----------------------- -------------------- Total assets $ 141,315,411 $ 138,484,311 ======================= ==================== Liabilities and Stockholders' Equity Liabilities: Deposits $ 86,414,790 $ 86,565,365 Advances from borrowers for property taxes and insurance 204,374 359,670 Advances from FHLB 40,000,000 38,300,000 Accrued interest payable 55,474 40,935 Current income taxes payable (15,490) 73,601 Accrued expenses and other liabilities 968,216 718,463 ----------------------- -------------------- Total liabilities 127,627,364 126,058,034 ----------------------- -------------------- Stockholders' equity: Serial preferred stock, $.01 par value; 500,000 shares authorized, none issued or outstanding - - Common stock, $.01 par value; 3,500,000 shares authorized, 1,058,000 shares issued 10,580 10,580 Additional paid in capital 10,372,301 10,319,573 Retained earnings 9,139,102 8,813,865 Accumulated other comprehensive loss (745,292) (1,477,663) Unearned employee benefits (277,889) (429,323) Treasury stock, 326,547 shares at cost (4,810,755) (4,810,755) ----------------------- -------------------- Total stockholders' equity 13,688,047 12,426,277 ----------------------- -------------------- Total liabilities and stockholders' equity $ 141,315,411 $ 138,484,311 ======================= ====================
See accompanying notes to unaudited consolidated financial statements. 1 Hardin Bancorp, Inc. and Subsidiaries Consolidated Statements of Earnings (Unaudited)
Three months ended Nine months ended December 31, December 31, -------------------------------------- ------------------------------------ 2000 1999 2000 1999 ---- ---- ---- ---- Interest income: Loans receivable $ 1,736,350 $ 1,553,225 $ 5,075,543 $ 4,466,300 Mortgage-backed securities 177,290 173,909 564,831 506,493 Investment securities 651,931 665,967 1,969,085 2,008,297 Other 72,851 57,135 211,949 179,933 ---------------- ----------------- ---------------- ---------------- Total interest income 2,638,422 2,450,236 7,821,408 7,161,023 ---------------- ----------------- ---------------- ---------------- Interest expense: Deposits 1,048,356 939,397 3,024,088 2,824,791 FHLB advances 653,557 488,864 1,901,449 1,448,085 ---------------- ----------------- ---------------- ---------------- Total interest expense 1,701,913 1,428,261 4,925,537 4,272,876 ---------------- ----------------- ---------------- ---------------- Net interest income 936,509 1,021,975 2,895,871 2,888,147 Provision for loan losses 19,122 - 50,954 1,297 ---------------- ----------------- ---------------- ---------------- Net interest income after provision for loan losses 917,387 1,021,975 2,844,917 2,886,850 ---------------- ----------------- ---------------- ---------------- Non-interest income: Service charges 171,242 155,170 526,849 441,389 Loan servicing fees 7,338 6,849 21,120 22,502 Gain on sale of loans 19,429 - 24,269 9,331 Gain on sale of real estate owned - - 9,313 - (Loss)/gain on sale of investments and mortgage-backed securities (55,700) - (55,700) 7,164 Other 47,904 65,485 120,013 197,607 ---------------- ----------------- ---------------- ---------------- Total non-interest income 190,213 227,504 645,864 677,993 ---------------- ----------------- ---------------- ---------------- Non-interest expense: Compensation and benefits 405,047 376,393 1,137,856 1,085,855 Occupancy and equipment 65,686 63,287 195,374 196,445 Federal insurance premiums 4,284 12,622 13,192 36,604 Data processing 62,252 52,121 184,605 152,436 Real estate owned - 1,580 - 2,706 Other 324,517 211,619 757,424 646,487 ---------------- ----------------- ---------------- ---------------- Total non-interest expense 861,786 717,622 2,288,451 2,120,533 ---------------- ----------------- ---------------- ---------------- Earnings before income taxes 245,814 531,857 1,202,330 1,444,310 Income tax expense 93,929 181,203 434,854 488,113 ---------------- ----------------- ---------------- ---------------- Net earnings $ 151,885 $ 350,654 $ 767,476 $ 956,197 ---------------- ----------------- ---------------- ---------------- Net earnings per share: Basic $ 0.22 $ 0.51 $ 1.09 $ 1.39 ---------------- ----------------- ---------------- ---------------- Diluted 0.20 0.49 1.05 1.34 ---------------- ----------------- ---------------- ----------------
See accompanying notes to unaudited consolidated financial statements. 2 Hardin Bancorp, Inc. and Subsidiaries Consolidated Statements of Stockholders' Equity For the Months Ended December 31, 2000 (Unaudited)
Common Paid-in Retained Comprehensive Employee Stock Capital Earnings Loss Benefits ------------- -------------- -------------- ------------- ----------------- Balance at March 31, 2000 $ 10,580 10,319,573 8,813,865 (1,477,663) (429,323) Comprehensive income: Net earnings - - 767,476 - - Change in net unrealized loss on securities available for sale, net of tax - - - 732,371 - ------------- -------------- -------------- ------------- ----------------- Total comprehensive income (loss) - - 767,476 732,371 - ------------- -------------- -------------- ------------- ----------------- Allocation of ESOP shares - 52,728 - - 80,730 Amortization of recognition and retention plan - - - - 70,704 Dividends declared ($.20 per share) - - (442,239) - - ------------- -------------- -------------- ------------- ----------------- Balance at December 31, 2000 $ 10,580 $ 10,372,301 $ 9,139,102 $ (745,292) $ (277,889) ============= ============== ============== ============= ================= Treasury Shareholders' Stock Equity ---------------- -------------- Balance at March 31, 2000 (4,810,755) 12,426,277 Comprehensive income: Net earnings - 767,476 Change in net unrealized loss on securities available for sale, net of tax - 732,371 ---------------- -------------- Total comprehensive income (loss) - 1,499,847 ---------------- -------------- Allocation of ESOP shares - 133,458 Amortization of recognition and retention plan - 70,704 Dividends declared ($.20 per share) - (442,239) ---------------- -------------- Balance at December 31, 2000 $ (4,810,755) $13,688,047 ================ ==============
See accompanying notes to unaudited consolidated financial statements. 3 Hardin Bancorp, Inc. and Subsidiaries Consolidated Statements of Cash Flows For the Nine Months Ended December 31, 2000 and 1999 (Unaudited)
2000 1999 --------------- --------------- Operating Activities: Net earnings $ 767,476 956,197 Adjustments to reconcile net earnings to net cash provided by operating activities: Provision for losses on loans 50,954 1,297 Depreciation 100,459 105,497 Premium accretion and amortization of discounts and deferred loan fees, net 62,804 42,969 Net loss/(gain) on sale of loans and securities, net 31,431 (16,495) Proceeds from sales of loans (1,102,864) 674,218 Allocation of ESOP shares 133,458 142,107 Amortization of deferred recognition and retention plan 70,704 73,269 Changes in asset and liabilities: Interest receivable (179,618) (17,000) Other assets (26,928) 51,834 Accrued interest payable 14,539 2,896 Accrued expense and other liabilities 246,386 17,431 Income taxes payable (89,091) (1,886) --------------- --------------- Net cash provided by operating activities 79,710 2,032,334 --------------- --------------- Investing Activities: Net increase in loans receivable (4,084,497) (6,591,703) Principal payments on available-for-sale mortgage-backed & related securities 1,763,229 5,870,049 Proceeds from sales of available-for-sale mortgage-backed securities 5,419,467 363,166 Purchase of available-for-sale investment securities (1,810,904) Purchase of loans serviced by other institutions (741,388) (328,406) Proceeds from maturities of available-for-sale investment securities - 340,000 Proceeds from sales of available-for-sale investment securities - 1,005,400 Proceeds from sales of other repossessed assets 6,906 - Purchase of stock in FHLB of Des Moines (150,000) (15,000) Purchase of office premises and equipment (60,532) (91,008) --------------- --------------- Net cash provided by (used in) investing activities $ 2,153,185 (1,258,406) --------------- ---------------
4 Hardin Bancorp, Inc. and Subsidiaries Consolidated Statements of Cash Flows For the Nine Months Ended December 31, 2000 and 1999 (Unaudited)
2000 1999 --------------- --------------- Financing Activities: Net (decrease) increase in savings deposits $ (150,575) 2,040,951 Net decrease in advances from borrowers for taxes and insurance (155,296) (99,022) Proceeds from FHLB advances 102,300,000 26,800,000 Repayments of FHLB advances (100,600,000) (30,500,000) Payment of dividends (438,872) (426,157) Purchase of treasury stock (29,000) --------------- --------------- Net cash provided by (used in) financing activities 955,257 (2,213,228) --------------- --------------- Increase/(Decrease) in cash and cash equivalents 3,188,152 (1,439,300) Cash and equivalents at beginning of period 4,750,242 4,994,692 --------------- --------------- Cash and equivalents at end of period $ 7,938,394 3,555,392 =============== =============== Supplemental disclosure of cash flow information: Cash paid for: Interest $ 4,910,998 4,269,980 Income taxes, net of refunds $ 523,945 489,999 Non-cash investing and financing: Dividends declared and payable $ 149,698 146,951 Loan transferred to real estate owned $ - 93,051
See accompanying notes to unaudited consolidated financial statements. 5 HARDIN BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) (1) Basis of Presentation The accompanying unaudited consolidated financial statements of Hardin Bancorp, Inc. and subsidiaries have been prepared in accordance with instructions for Form 10-QSB. To the extent that information and footnotes required by generally accepted accounting principles for complete financial statements are contained in the audited financial statements included in the Company's Annual Report for the year ended March 31, 2000, such information and footnotes have not been duplicated herein. In the opinion of management, all adjustments, consisting only of normal recurring accruals, which are necessary for the fair presentation of the interim financial statements have been included. The statement of earnings for the three and nine-month periods ended December 31, 2000 are not necessarily indicative of the results, which may be expected for the entire year. The March 31, 2000 consolidated balance sheet has been derived from the audited consolidated financial statements as of that date. (2) Earnings Per Share Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share includes the effect of potential dilutive common shares (stock options) outstanding during the period. The shares used in the calculation of basic and diluted earnings per share are shown below:
For the three months ended For the nine months ended December 31, December 31, 2000 1999 2000 1999 ----------------------------- ----------------------------- Basic weighted average shares 702,491 689,516 702,493 690,093 Common stock equivalents/stock options 41,934 22,024 27,574 24,399 ----------------------------- ----------------------------- Diluted weighted average shares 744,425 711,540 730,067 714,492 ============================= =============================
(3) Pending Transaction On October 25, 2000, the Company entered into an Agreement and Plan of Merger (the "Agreement") with Dickinson Financial Corporation, pursuant to which Dickinson Financial will pay $21.75 per share in cash for the outstanding shares of the Company. The acquisition is subject to the satisfaction of certain conditions, including approval by the Company's shareholders and the receipt of all required regulatory approvals. The Company's shareholders approved the Agreement at a special meeting of shareholders held on February 2, 2001. 6 HARDIN BANCORP, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL Hardin Bancorp, Inc. (the "Company") was incorporated under the laws of the state of Delaware to become a savings bank holding company with Hardin Federal Savings Bank (the "Bank") of Hardin, Missouri, as its subsidiary. The holding company was incorporated at the direction of the Board of Directors of the Bank, and on September 28, 1995, acquired all of the capital stock of the Bank upon its conversion from mutual to stock form (the "conversion"). Prior to the conversion, the holding company did not engage in any material operations. Hardin Federal Savings Bank was originally founded in 1888 as a Missouri chartered savings and loan association located in Hardin, Missouri. On March 21, 1995, the Bank's members voted to convert the Bank to a Federal mutual charter. The Bank conducts its business through its main office in Hardin, Ray County, and two full service branch offices located in Richmond, Ray County, and Excelsior Springs, Clay County, Missouri. Deposits are insured by the Federal Deposit Insurance Corporation (the "FDIC") to the maximum allowable. The Bank is principally engaged in the business of attracting retail savings deposits from the general public and investing those funds in first mortgage loans on owner occupied, single-family residential loans, commercial real estate loans, mortgage-backed securities, U.S. Government and agency securities, and insured interest bearing deposits. The Bank also originates consumer loans for the purchase of automobiles, home improvement, and home equity lines of credit. The most significant outside factors influencing the operations of the Bank and other financial institutions include general economic conditions, competition in the local market place and the related monetary and fiscal policies of agencies that regulate financial institutions. More specifically, the cost of funds primarily consisting of insured deposits is influenced by interest rates on competing investments and general market rates of interest, while lending activities are influenced by the demand for real estate financing and other types of loans, which in turn is affected by the interest rates at which such loans may be offered and other factors affecting loan demand and funds availability. The deposits of the Bank are insured by the Savings Association Insurance Fund (the "SAIF"), which together with the Bank Insurance Fund (the "BIF"), are the two insurance funds administered by the FDIC. FINANCIAL CONDITION Consolidated assets of Hardin Bancorp, Inc. were $141,315,411 as of December 31, 2000, as compared to $138,484,311, on March 31, 2000, an increase of $2,831,100. The increase was primarily due to an increase in loans receivable, net, and an increase in interest bearing deposits, partially offset by a decrease in mortgage-backed securities. Loans receivable, net, increased to $83,201,766 on December 31, 2000 from $78,059,195 on March 31, 2000, an increase of $5,142,571. Mortgage-backed securities decreased $6,078,377 to $5,727,322 on December 31, 2000 from $11,805,699 on March 31, 2000. Cash, interest bearing deposits and investment securities increased $3,861,245 from $42,543,465 on March 31, 2000, to $46,404,710 on December 31, 2000. The increase was primarily due to the deployment of proceeds from the sale of mortgage-backed securities. Deposits totaled $86,414,790 on December 31, 2000, a decrease of $150,575 from $86,565,365 on March 31, 2000. FHLB advances increased $1,700,000 to $40,000,000 on December 31, 2000, compared to $38,300,000 on March 31, 2000. The increase offset the outflow of deposits and was utilized to fund loan growth. Stockholders' equity was $13,688,047 on December 31, 2000, compared to $12,426,277 on March 31, 2000. The increase in stockholders' equity was primarily the result of a decrease in unrealized loss on investment securities, the Company's net earnings during the nine months ended December 31, 2000, and a decrease in unearned employee benefits. 7 RESULTS OF OPERATIONS Net earnings for the Company's quarter ended December 31, 2000 were $151,885 compared to $350,654 for the comparable quarter in 1999. The decrease in earnings was primarily due to a reduction in net interest income after provision for loan losses and an increase in total non-interest expense. Basic earnings per share for the quarter ended December 31, 2000 were $0.22 while diluted earnings per share were $0.20. Basic earnings per share for the quarter ended December 31, 2000 were calculated based on 702,491 average shares outstanding and diluted earnings per share were calculated based on 744,425 average shares outstanding. Basic earnings per share for the comparable quarter ended December 31, 1999 were $0.51 while diluted earnings per share were $0.49. Basic earnings per share for the quarter ended December 31, 1999 were calculated based on 689,516 average shares outstanding and diluted earnings per share were calculated based on 711,540 average shares outstanding. Net interest income after provision for loan losses was $917,387 for the quarter ended December 31, 2000 compared to $1,021,975 for the quarter ended December 31, 1999, a decrease of $104,588. This decrease was partially attributable to an increase in the provision for loan losses from $0 in the 1999 period to $19,122 in the 2000 period. Total interest income increased $188,186 from $2,450,236 in 1999 to $2,638,422 in 2000 and total interest expense increased $273,652 from $1,428,261 in 1999 to $1,701,913 in 2000. The increase in total interest income was due to an increase in the average yield on interest earning assets while the increase in total interest expense was primarily a result of an increase in the average cost of FHLB advances. Total non-interest income decreased from $227,504 for the quarter ended December 31, 1999 to $190,213 for the quarter ended December 31, 2000. The decrease was due to decreases in other non-interest income and recognized losses on sale of investments and mortgage-backed securities. The Company's total non-interest expense for the three months ended December 31, 2000 was $861,786 compared to $717,622 for the comparable quarter in 1999. The increase was primarily due to increases in compensation and benefits expense, data processing expense and other non-interest expense, partially offset by reductions in FDIC insurance premiums. Net earnings for the nine months ended December 31, 2000, were $767,476 compared to $956,197 for the nine months ended December 31, 1999, a decrease of $188,721. The decrease was primarily due to decreases in net interest income and non-interest income, partially offset, by increases in the provision for loan losses and total non-interest expense and a decrease in other non-interest income. Basic earnings per share for the nine months ended December 31, 2000 were $1.09 while diluted earnings per share were $1.05. Basic earnings per share for the nine months ended December 31, 2000 were calculated based on 702,493 average shares outstanding and diluted earnings per share were calculated based on 730,067 average shares outstanding. Basic earnings per share for the nine months ended December 31, 1999 were $1.39 while diluted earnings per share were $1.34. Basic earnings per share for the nine months ended December 31, 1999 were calculated based on 690,093 average shares outstanding and diluted earnings per share were calculated based on 714,492 average shares outstanding. Net interest income after provision for loan losses for the nine month period ended December 31, 2000 was $2,844,917 compared to $2,886,850 for the nine month period ended December 31, 1999, an decrease of $41,933. The decrease was due to a decrease in the Bank's net interest margin. Non-interest income for the nine months ended December 31, 2000, was $645,864 compared to $677,993 for the nine months ended December 31, 1999, a decrease of $32,129. The decrease was due to a decrease in other non-interest income, and recognized losses on sales of investments and mortgage-backed securities partially offset by increases in service charges and gains on sales of loans. The Company's non-interest expense for the nine months ended December 31, 2000 was $2,288,451, compared to $2,120,533 for the nine months ended December 31, 1999, an increase of $167,918. The increase was due to an increase in compensation and benefits, data processing expense and other non-interest expense, partially offset by decreases in occupancy and equipment expense and Federal insurance premiums. 8 PROVISION FOR LOAN LOSSES For the nine months ended December 31, 2000, the Company, in accordance with its classification of assets policy, recorded $50,954 in provision for loan losses. The Company's loan portfolio consists primarily of one to four family loans, and has experienced minimal charge-offs in the past two years. At December 31, 2000, the Bank's allowance for loan losses was $336,292, or 186% of non-performing assets compared to $304,422, or 128% at March 31, 2000. The allowance for loan losses was .40% of total loans at December 31, 2000 and .39% at March 31, 2000. At December 31, 2000, non-performing assets were $181,060 compared to $237,000 at March 31, 2000. Loans are considered non-performing when the collection of principal and/or interest is not probable, or in the event payments are more than 90 days delinquent. Management will continue to monitor its allowance for loan losses and make additions to the allowance through the provision for loan losses as economic conditions dictate. Although the Company maintains its allowance for loan losses at a level considered to be adequate, there can be no assurance that future losses will not exceed estimated amounts or that additional provisions for loan losses will not be required in the future. CAPITAL RESOURCES The Bank is subject to three capital to asset requirements in accordance with Office of Thrift Supervision (the "OTS") regulations. The following table is a summary of the Bank's regulatory capital requirements versus actual capital at December 31, 2000.
Actual Required Excess Amount/Percent Amount/Percent Amount/Percent -------------- -------------- -------------- (Dollars in Thousands) Tangible Capital $14,561/10.24% $2,133/ 1.50% $12,428/ 8.74% Core Leverage Capital $14,561/10.24% $5,688/ 4.00% $8,873/ 6.24% Risk-based Capital $14,904/22.01% $5,416/ 8.00% $9,488/14.01%
LIQUIDITY The Bank's principal sources of funds are deposits, principal and interest payments on loans, deposits in other insured institutions, and investment securities. While scheduled loan repayments and maturing investments are relatively predictable, deposit flows and early loan payments are more influenced by interest rates, general economic conditions and competition. Additional sources of funds may be obtained from the FHLB by utilizing numerous available products to meet funding needs. The Bank is required to maintain minimum levels of liquid assets as defined by regulations. The required percentage is currently four percent of net withdrawable savings deposits and borrowings payable on demand or in one year or less. The Bank has maintained its liquidity ratio at levels exceeding the minimum requirement. The eligible liquidity ratio at December 31, 2000 was 33.43%. In light of the competition for deposits, the Bank may utilize the funding sources of the FHLB to meet loan demand in accordance with the Bank's growth plans. The wholesale funding sources may allow the Bank to obtain a lower cost of funding and create a more efficient liability match to the respective assets being funded. For purposes of the cash flows, all short-term investments with a maturity of three months or less at the date of purchase are considered cash equivalents. Cash and cash equivalents for the periods ended December 31, 2000 and 1999 were $7,938,394 and $3,555,392, respectively. The increase was primarily due to an increase in net cash provided by investing activities. 9 FORWARD LOOKING STATEMENT This Quarterly Report on Form 10-QSB may contain certain forward-looking statements consisting of estimates with respect to the financial condition, results of operations and business of the Company that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited to, general economic conditions, changes in interest rates, deposit flows, loan demand, real estate values and competition; changes in accounting principles, policies or guidelines; changes in legislation or regulation; and other economic, competitive, governmental, regulatory and technological factors affecting the Company's operations, pricing, products and services. 10 PART II - OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information On December 21, 2000 the Board of Directors declared a $.20 per share cash dividend to all stockholders of record on January 5, 2001, payable on January 19, 2001. On October 25, 2000, the Company entered into an Agreement and Plan of Merger (the "Agreement") with Dickinson Financial Corporation, pursuant to which Dickinson Financial will pay $21.75 per share in cash for the outstanding shares of the Company. The acquisition is subject to the satisfaction of certain conditions, including approval by the Company's shareholders' and the receipt of all required regulatory approvals. On February 2, 2001, the Company's shareholders approved the Agreement at a special meeting of shareholders. Item 6. Exhibits and Reports on Form 8-K Reports on Form 8-K: On November 8, 2000, the Company filed a Current Report on Form 8-K to report, persuant to Item 5 of said report, the execution of the Agreement. 11 SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HARDIN BANCORP, INC. Registrant Date: February 14, 2001 /s/ Robert W. King ----------------- ------------------------------------- Robert W. King, President and Chief Executive Officer (Duly Authorized Officer) Date: February 14, 2001 /s/ Karen K. Blankenship ----------------- ------------------------------------- Karen K. Blankenship, Senior Vice President and Secretary (Principal Accounting Officer)