HF Financial, Disgruntled Investor Reach Disclosure Pact

HF Financial (HFFC) has agreed to provide its largest shareholder with confidential information after the investor threatened to run its own candidate for the Sioux Falls, S.D., company's board.

Jacobs Asset Management will receive "certain nonpublic, confidential or proprietary information about the company," the $1.2 billion-asset bank HF said in a Securities and Exchange Commission filing Tuesday.

HF will also "receive and consider JAM's input on the financial services industry, market conditions and trends and the company's operational performance, opportunities and direction," according to the filing.

Investors have pressured HF to improve its performance since it raised $20 million of capital in 2009. A large shareholder — John W. Palmer, a principal at PL Capital — won a proxy battle last winter that gave him a seat on the board instead of a candidate favored by HF's management.

HF also replaced its longtime chairman and chief executive, Curtis L. Hage, in October — two months before his planned retirement. Hage's interim replacement as CEO, Stephen M. Bianchi, was recently named to the position on a permanent basis.

Activist investor Sy Jacobs, the principal owner of Jacobs Asset Management, wrote March 6 to HF's board that he was disappointed by the company's performance and strategic direction. He urged the board to consider its strategic alternatives including a possible sale as this "would yield a not insignificant premium to book value."

Jacobs Asset Management had a 9.9% stake in the bank at that time, the letter said.

Jacobs also threatened to run at least one director candidate at HF's annual meeting this year and urged the company to "consider avoiding another expensive and distracting proxy fight and enter into constructive talks with us regarding representation" on the board.

The agreement between HF and Jacobs was "encouraging" as Jacobs has a long history of investing in banks and could prove to be an important ally, Andrew Liesch, associate director at Sandler O'Neill, said

"I think management and the board saw what happened last year and thought if they could work with Jacobs rather than having another proxy fight then that would positive for the company," Liesch said.

HF Financial on Monday reported earnings of $1.8 million for the quarter that ended June 30, compared with a loss of $2 million a year earlier. For its fiscal year that ended June 30, it had profits of $5.2 million, more than seven times higher than the previous year, mostly from improved asset quality.