HFB FINANCIAL CORP

listed = True...he proposed merger. PURPOSE AND REASONS FOR THE MERGER For the past several years, there has been minimal trading activity in our common stock. As a result, our shareholders have limited options in selling their shares of common stock despite the fact that we are quoted on the NASDAQ SmallCap Market and our common stock is registered under the Exchange Act. In addition, we have never used our common stock as currency in an acquisition and the board has no current intent to do so. The board of directors also concluded that, as a private company, management would have increased flexibility to consider and initiate actions that may produce long term...

listed = True...proposed merger. 14 PURPOSE AND REASONS FOR THE MERGER For the past several years, there has been minimal trading activity in our common stock. As a result, our shareholders have limited options in selling their shares of common stock despite the fact that we are quoted on the NASDAQ SmallCap Market and our common stock is registered under the Exchange Act. In addition, we have never used our common stock as currency in an acquisition and the board has no current intent to do so. The board of directors also concluded that, as a private company, management would have increased flexibility to consider and initiate actions that may produce long term...

listed = True...he proposed merger. PURPOSE AND REASONS FOR THE MERGER For the past several years, there has been minimal trading activity in our common stock. As a result, our shareholders have limited options in selling their shares of common stock despite the fact that we are quoted on the NASDAQ SmallCap Market and our common stock is registered under the Exchange Act. In addition, we have never used our common stock as currency in an acquisition and the board has no current intent to do so. The board of directors also concluded that, as a private company, management would have increased flexibility to consider and initiate actions that may produce long term...

price = USD 11.0-20.5...oted on the NASDAQ Small Cap Market and is thinly traded.The board reviewed high and low sales prices for the common stock from January 1, 2001 to September 30, 2003, which ranged from $11.00 to $20.50 per share. You should read the discussion under "Financial Information -- Per Share Market Prices and Dividend Information" for more information about our stock prices. The last sale price of HFB Financial common stock known to m...

price = USD 11.0-20.5...ted on the NASDAQ Small Cap Market and is thinly traded. The board reviewed high and low sales prices for the common stock from January 1, 2001 to September 30, 2003, which ranged from $11.00 to $20.50 per share. You should read the discussion under "Financial Information -- Per Share Market Prices and Dividend Information" for more information about our stock prices. The last sale price of HFB Financial common stock known to m...

price = USD 11.0-20.5...oted on the NASDAQ SmallCap Market and is thinly traded. The board reviewed high and low sales prices for the common stock from January 1, 2001 to September 30, 2003, which ranged from $11.00 to $20.50 per share. You should read the discussion under "Financial Information -- Per Share Market Prices and Dividend Information" for more information about our stock prices. The last sale price of HFB Financial common stock known to m...

threshold = 250...e right to receive from HFB Financial an amount equal to $22.75 in cash per share; and - by a shareholder of 250 or more shares, will remain as outstanding shares of HFB Financial common stock after the merger. Because HFB Financial has a large number of shareholders who own fewer than 250 shares each, we expect that the number of shareholders of record will be reduced from 410 to approximately 228, while the number of outstanding shares will decrease by approximately 20,589 as a result of the merger. The board of directors believes that the merger agreement is in the best interests of HFB Financial and its shareholders and unani...

threshold = 250...e right to receive from HFB Financial an amount equal to $22.75 in cash per share; and - by a shareholder of 250 or more shares, will remain as outstanding shares of HFB Financial common stock after the merger. Because HFB Financial has a large number of shareholders who own fewer than 250 shares each, we expect that the number of shareholders of record will be reduced from 410 to approximately 228, while the number of outstanding shares will decrease by approximately 20,589 as a result of the merger. The board of directors believes that the merger agreement is in the best interests of HFB Financial and its shareholders and unani...

threshold = 250...e right to receive from HFB Financial an amount equal to $22.75 in cash per share; and - by a shareholder of 250 or more shares, will remain as outstanding shares of HFB Financial common stock after the merger. Because HFB Financial has a large number of shareholders who own fewer than 250 shares each, we expect that the number of shareholders of record will be reduced from 372 to approximately 212, while the number of outstanding shares will decrease by approximately 20,589 as a result of the merger. The board of directors believes that the merger agreement is in the best interests of HFB Financial and its shareholders and unani...

txn_type = CONSOLIDATION...eing tendered by a sufficient number of record shareholders so as to accomplish the going private objective and to reduce recurring costs. The board found it unlikely that many holders of small numbers of shares would make the effort to tender their shares. - Reverse Stock Split. This alternative would accomplish the objective of reducing the number of record shareholders, assuming approval of the reverse stock split by HFB Financial's shareholders. In a reverse stock split, HFB Financial would acquire the interests of the cashed-out shareholders pursuant to an amendment to HFB Financial's Articles of Incorporat...

txn_type = CONSOLIDATION...eing tendered by a sufficient number of record shareholders so as to accomplish the going private objective and to reduce recurring costs. The board found it unlikely that many holders of small numbers of shares would make the effort to tender their shares. - Reverse Stock Split. This alternative would accomplish the objective of reducing the number of record shareholders, assuming approval of the reverse stock split by HFB Financial's shareholders. In a reverse stock split, HFB Financial would acquire the interests of the cashed-out shareholders pursuant to an amendment to HFB Financial's Articles of Incorporat...

txn_type = CONSOLIDATION...eing tendered by a sufficient number of record shareholders so as to accomplish the going private objective and to reduce recurring costs. The board found it unlikely that many holders of small numbers of shares would make the effort to tender their shares. - Reverse Stock Split. This alternative would accomplish the objective of reducing the number of record shareholders, assuming approval of the reverse stock split by HFB Financial's shareholders. In a reverse stock split, HFB Financial would acquire the interests of the cashed-out shareholders pursuant to an amendment to HFB Financial's Articles of Incorporat...