HMLK Hemlock Federal Financial (MM)

Hemlock Federal Financial Corporation Announces Commencement of Tender Offer to Buy Up to 200,000 Shares of Its Common Stock OAK FOREST, Ill., April 14 /PRNewswire-FirstCall/ -- Hemlock Federal Financial Corporation announced today that it has commenced its previously announced tender offer to repurchase up to 200,000 shares of its common stock, which represents 20 percent of its 974,168 outstanding shares. Under the tender offer, Hemlock Federal Financial Corporation stockholders will be given the opportunity to sell part or all of their shares with no commission to the Corporation at a price of $29 per share. Management and the Board of Directors believe that this price was fair to our stockholders in light of the recent trading activity of our stock. The aggregate purchase price, if 200,000 shares are purchased, would be $5.8 million. The offer to purchase shares will expire at 5:00 p.m. New York City time on May 14, 2004 unless extended by the Corporation. Under the procedures for the Tender, stockholders may offer to sell all or a portion of the shares they own at the $29 price specified in the Tender. Upon the expiration of the offer, all shares purchased in the offer will receive the same price. If the number of shares tendered is greater than 200,000 shares, the Company will first acquire shares held by persons who own fewer than 100 shares and then will acquire shares from tendering shareholders on a pro rata basis. This offer is not conditioned upon any minimum number of shares being tendered. Maureen G. Partynski, Hemlock Federal's Chairman and Chief Executive Officer, stated, "Hemlock Federal is making the tender offer because its Board of Directors believes that the purchase of shares pursuant to the offer will reduce the number of shareholders to fewer than 300. If there are fewer than 300 shareholders of record after the completion of this tender, the Board intends to deregister the Company's common stock with the Securities and Exchange Commission. As a result, the Company would no longer be required to file periodic reports with the SEC, including, among other reports, Form 10-K and Forms 10-Q. Becoming a deregistered company will eliminate the substantial time and costs attendant to maintaining our status as a public reporting company." If this offer does not result in the reduction of the number of shareholders necessary for the company to deregister with the Commission, the Board of Directors will likely consider additional alternatives to achieve this result, if it remains in the Company's best interests, including a reverse stock split. The Company believes that if they deregister the stock that the common stock will no longer qualify to be traded or quoted on the NASDAQ Small Cap Market. In that case, the stock would be quoted on the OTC Bulletin Board. Hemlock Federal Financial Corporation is a savings and loan holding company based in Oak Forest, Illinois and has approximately $318 million in total assets. Its subsidiary bank, Hemlock Federal Bank for Savings has 6 offices, located in Cook County, Illinois. Keefe, Bruyette & Woods, Inc. will act as the dealer manager and information agent for the offer, and Registrar and Transfer Company will be the depositary for the shares tendered. Questions to or requests for assistance may be directed to Keefe, Bruyette & Woods, Inc., toll free at (877) 298-6520. This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Hemlock Federal Financial Corporation common stock. The offer is made solely by the Offer to Purchase dated April 14, 2004 and the related Letter of Transmittal. DATASOURCE: Hemlock Federal Financial Corporation CONTACT: Maureen G. Partynski, Chairman and CEO, or Michael R. Stevens, President, of Hemlock Federal Financial Corporation, +1-708-687-9400 Web site: http://www.hemlockbank.com/

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