SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12
Home City Financial Corporation
-------------------------------
(Name of Registrant as Specified In Its Charter)
Home City Financial Corporation
-------------------------------
(Name of Person(s) Filing Proxy Statement if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined)
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:<PAGE>
<PAGE>
HOME CITY FINANCIAL CORPORATION
63 West Main Street
Springfield, Ohio 45502
(937) 324-5736
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the 1999 Annual Meeting of Shareholders of
Home City Financial Corporation ("HCFC") will be held at The Springfield Inn,
100 S. Fountain Avenue, Springfield, Ohio, on April 28, 1999, at 3:00 p.m.,
local time (the "Annual Meeting"), for the following purposes, all of which are
more completely set forth in the accompanying Proxy Statement:
1. To re-elect five directors of HCFC for terms expiring in 2000;
2. To ratify the selection of Robb, Dixon, Francis, Davis, Oneson &
Company as the auditors of HCFC for the current fiscal year; and
3. To transact such other business as may properly come before the
Annual Meeting or any adjournments thereof.
Only shareholders of HCFC of record at the close of business on March 8,
1999, will be entitled to receive notice of and to vote at the Annual Meeting
and at any adjournments thereof. Whether or not you expect to attend the
Annual Meeting, we urge you to consider the accompanying Proxy Statement
carefully and to SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY SO THAT YOUR
SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF A QUORUM
MAY BE ASSURED AT THE ANNUAL MEETING. The giving of a proxy does not affect
your right to vote in person in the event you attend the Annual Meeting.
By Order of the Board of Directors
/s/ Douglas L. Ulery
----------------------------------
Douglas L. Ulery, President
Springfield, Ohio
March 22, 1999
<PAGE>
HOME CITY FINANCIAL CORPORATION
63 West Main Street
Springfield, Ohio 45502
(937) 324-5736
PROXY STATEMENT
PROXIES
The enclosed proxy (the "Proxy") is being solicited by the Board of
Directors of Home City Financial Corporation, an Ohio corporation ("HCFC"),
for use at the Annual Meeting of Shareholders of HCFC to be held at The
Springfield Inn, 100 S. Fountain Avenue, Springfield, Ohio, on April 28, 1999,
at 3:00 p.m., local time (the "Annual Meeting"). Without affecting any vote
previously taken, the Proxy may be revoked by a shareholder by execution of a
later dated proxy which is received by HCFC before the Proxy is exercised or
by giving notice of revocation to HCFC in writing or in open meeting before the
Proxy is exercised. Attendance at the Annual Meeting will not, of itself,
revoke a proxy.
Each properly executed Proxy received prior to the Annual Meeting and not
revoked will be voted as specified thereon or, in the absence of specific
instructions to the contrary, will be voted:
FOR the re-election of John D. Conroy, P. Clark Engelmeier, James Foreman,
Terry A. Hoppes and Douglas L. Ulery as directors of HCFC for terms expiring
in 2000; and
FOR the ratification of the selection of Robb, Dixon, Francis, Davis,
Oneson & Company ("Robb, Dixon") as the auditors of HCFC for the current fiscal
year.
The cost of soliciting Proxies will be borne by HCFC. Proxies may be
solicited by the directors, officers and other employees of HCFC and Home City
Federal Savings Bank of Springfield ("Home City"), the wholly owned subsidiary
of HCFC, in person or by telephone, telecopy, telegraph or mail only for use
at the Annual Meeting. Proxies solicited in connection with the Annual
Meeting will not be used for any other meeting.
Only shareholders of record as of the close of business on March 8, 1999
(the "Voting Record Date"), are entitled to vote at the Annual Meeting.
Each such shareholder will be entitled to cast one vote for each share owned.
HCFC's records disclose that, as of the Voting Record Date, there were 859,390
votes entitled to be cast at the Annual Meeting.
This Proxy Statement is first being mailed to shareholders of HCFC on or
about March 22, 1999.
VOTE REQUIRED
Election of Directors
Under Ohio law and HCFC's Code of Regulations (the "Regulations"), the
five nominees receiving the greatest number of votes will be elected as
directors. Each shareholder will be entitled to cast one vote for each share
owned. Shares as to which the authority to vote is withheld are not counted
toward the election of directors or toward the election of the individual
nominees specified in the enclosed Proxy. If the enclosed Proxy is signed and
dated by the shareholder but no vote is specified thereon, the shares held by
such shareholder will be voted FOR the re-election of the five nominees.
<PAGE>
Ratification of Selection of Auditors
The affirmative vote of the holders of a majority of the shares of HCFC
represented in person or by proxy at the Annual Meeting is necessary to ratify
the selection of Robb, Dixon as the auditors of HCFC for the current fiscal
year. The effect of an abstention is the same as an "against" vote. If,
however, a shareholder has signed and dated a proxy in the form of the
enclosed proxy but has not voted on the ratification of the selection of Robb,
Dixon by checking the appropriate block on the proxy, such person's shares
will be voted FOR the ratification of the selection of Robb, Dixon.
VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information with respect to the
only persons known to HCFC to own beneficially more than five percent of the
outstanding common shares of HCFC as of March 1, 1999:
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent of
Beneficial Ownership Shares Outstanding
- ---------------------------------- -------------------- ------------------
<S>
<C> <C> <C>
First Bankers Trust, N.A., Trustee
Home City Financial Corporation
Employee Stock Ownership Plan
1201 Broadway
Quincy, IL 62301 87,276 (1) 10.16
</TABLE>
(1) First Bankers Trust, N.A., holds such shares as the trustee of the
Home City Financial Corporation Employee Stock Ownership Plan (the
"ESOP"). The trustee has voting power with respect to the 60,940
shares not yet allocated to participants' accounts and limited
dispositive power with respect to all of the shares of the ESOP.
The following table sets forth certain information with respect to the
number of common shares of HCFC beneficially owned by each director and
executive officer of HCFC and by all directors and executive officers of HCFC
as a group at March 1, 1999:
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name and Address (1) Beneficial Ownership (2) Shares Outstanding
- -------------------- -------------------- ------------------
<S>
<C> <C> <C>
John D. Conroy 40,280 (3) 4.68%
P. Clark Engelmeier 39,780 (4) 4.62
James Foreman 20,739 (5) 2.41
Terry A. Hoppes 17,895 (6) 2.08
Douglas L. Ulery 30,610 (7) 3.53
o Ann Holdeman 5,620 (8) .65
Charles A. Mihal 3,434 (9) .40
All directors and executive officers
as a group (7 persons) 139,317 15.90
- ----------------------------------
</TABLE>
(1) Each of the persons listed on this table may be contacted at the address of
HCFC.
(2) The beneficial owner has sole voting and dispositive power unless
otherwise indicated. Although all of the shares held in the Home City
Financial Corporation Recognition and Retention Plan Trust (the "RRP") are
deemed to be held by each of Messrs. Conroy and Engelmeier as Trustees of
the RRP, the shares held in the RRP are counted only once in determining
the total number of shares owned by all directors and executive officers as
a group.
(Footnotes continued on next page)
<PAGE>
(3) Includes 9,522 shares held by Mr. Conroy's spouse, with respect to which
Mr. Conroy shares voting and dispositive power, 1,314 shares that may be
acquired currently upon the exercise of an option and 19,041 shares held by
the RRP, with respect to which Mr. Conroy shares voting power as a Trustee.
(4) Includes 9,522 shares held by Mr. Engelmeier's spouse, with respect to
which Mr. Engelmeier shares voting and dispositive power, 1,314 shares that
may be acquired currently upon the exercise of an option and 19,041 shares
held by the RRP, with respect to which Mr. Engelmeier shares voting power
as a Trustee.
(5) Includes 9,522 shares held by Mr. Foreman's spouse, with respect to which
Mr. Foreman shares voting and dispositive power, and 1,314 shares that may
be acquired currently upon the exercise of an option.
(6) Includes 6,678 shares held by Mr. Hoppes' spouse, with respect to which Mr.
Hoppes shares voting and dispositive power, and 1,314 shares that may be
acquired currently upon the exercise of an option.
(7) Includes 9,200 shares held by Mr. Ulery's spouse, with respect to which Mr.
Ulery shares voting and dispositive power, 6,571 shares that may be
acquired currently upon the exercise of an option and 4,306 shares allocated
to Mr. Ulery's ESOP account, with respect to which Mr. Ulery has voting but
not dispositive power.
(8) Includes 1,000 shares held by Ms. Holdeman jointly with her spouse, 2,628
shares that may be acquired currently upon the exercise of an option and
1,532 shares allocated to Ms. Holdeman's ESOP account, with respect to
which Ms. Holdeman has voting but not dispositive power.
(9) Consists of 2,628 shares that may be acquired currently upon the exercise
of an option and 806 shares allocated to Mr. Mihal's ESOP account, with
respect to which Mr. Mihal has voting but not dispositive power.
PROPOSAL ONE - ELECTION OF DIRECTORS
The Regulations provide for a Board of Directors consisting of five persons.
In accordance with Section 2.03 of the Regulations, nominees for election as
directors may be proposed only by the directors or by any shareholder entitled
to vote for the election of directors if such shareholder has submitted a
written notice of a proposed nominee to the Secretary of HCFC by the sixtieth
day before the first anniversary of the most recent annual meeting of
shareholders held for the election of directors. Each such written notice of
a proposed nominee shall set forth the name, age, business or residence
address of the nominee, the principal occupation or employment of the nominee,
the numbers of shares of HCFC owned beneficially and/or of record by the
nominee and the length of time such shares have been so owned.
The Board of Directors proposes the re-election of the following persons to
serve until the Annual Meeting of Shareholders in 2000 and until their
successors are duly elected and qualified or until their earlier resignation,
removal from office or death:
<TABLE>
<CAPTION>
Name Age (1) Positions(s) held Director of Director of
- ---- ------- ----------------- Home City since HCFC since
--------------- ----------
<C> <C> <C> <C> <C>
John D. Conroy 48 Director 1988 1996
P. Clark Engelmeier 67 Director, Chairman of the Board 1977 1996
James Foreman 59 Director 1995 1996
Terry A. Hoppes 50 Director 1994 1996
Douglas L. Ulery 52 Director, President, CEO 1993 1996
</TABLE>
(1) As of March 1, 1999.
If any nominee is unable to stand for election, any proxies granting
authority to vote for such nominee will be voted for such substitute as the
Board of Directors recommends.
Mr. Conroy has been the owner and President of Conroy Funeral Home, Inc.,
in Springfield, Ohio, since 1971. Mr. Conroy is a licensed funeral director
and embalmer. From January 1995 to March 1996, Mr. Conroy was the Secretary
of Home City.
<PAGE>
Mr. Engelmeier has been a self-employed life insurance agent and securities
broker during the past 41 years and is a Chartered Life Underwriter. Mr.
Engelmeier retired from the U.S. Army in 1991 as a lieutenant colonel.
Mr. Foreman has been the President, Chief Executive Officer and owner of
Foreman-Blair Pontiac, Buick, GMC, Springfield, Ohio, and the President and
owner of SKDP Insurance Agency for the past 28 years. Mr. Foreman is a member
of the Board of Directors of the Springfield Chamber of Commerce. Mr. Foreman
served as Vice President of Home City from January 1995 to March 1996.
Mr. Hoppes is a professional engineer and surveyor and has been the owner
and the President of Hoppes Engineering and Surveying Company since 1977 and
the President of Hoppes Builders and Development Company since 1981. From
January 1995 to March 1996, Mr. Hoppes was the Treasurer of Home City.
Mr. Ulery has been the President and the Chief Executive Officer of Home
City since 1992 and a director of Home City since 1993. From 1985 until
joining Home City, Mr. Ulery was the Vice President of Regional Banking Office
Operations with Society Corporation. Mr. Ulery is also a director of
Intrieve, Incorporated.
Meetings of Directors
HCFC was incorporated in August 1996. The Board of Directors of HCFC met
12 times for regularly scheduled and special meetings during the fiscal year
ended December 31, 1998. No director attended fewer than 75% of the aggregate
of such meetings and all meetings of the committees of which such director was
a member.
Each director of HCFC is also a director of Home City. The Board of
Directors of Home City met 12 times during the fiscal year ended December 31,
1998. No director attended fewer than 75% of the aggregate of such meetings and
all meetings of the committees of which such director was a member.
Committees of Directors
The Board of Directors of HCFC has an Audit Committee, an ESOP Committee, a
Stock Option Committee and an RRP Committee. The Board of Directors of HCFC
does not have either a nominating or a compensation committee.
The Audit Committee recommends audit firms to the full Board of Directors
and reviews and approves the annual independent audit report. The members of
the Audit Committee are Messrs. Conroy, Foreman and Hoppes. The Audit
Committee of HCFC met once during the fiscal year ended December 31, 1998.
Prior to August 1997, an Audit Committee of Home City performed such functions.
The ESOP Committee administers the ESOP and presently consists of Messrs.
Conroy, Hoppes and Ulery. The ESOP Committee met once during the fiscal year
ended December 31, 1998.
The Stock Option Committee is responsible for administering the Home City
Financial Corporation 1997 Stock Option and Incentive Plan (the "Stock Option
Plan"), including interpreting the Stock Option Plan and awarding options
pursuant to its terms. Its members are Messrs. Engelmeier, Foreman and
Hoppes. The Stock Option Committee was appointed in August 1997 and met once
during the fiscal year ended December 31, 1998.
The RRP Committee administers the Home City Financial Corporation RRP.
Such committee consists of Messrs. Conroy, Engelmeier and Hoppes. The RRP
Committee was appointed in August 1997 and met once during the fiscal year
ended December 31, 1998.
The Board of Directors of Home City does not have an audit, compensation
or nominating committee.
<PAGE>
Executive Officers
In addition to Mr. Ulery, the President and CEO of HCFC and Home City, the
following persons are executive officers of HCFC, Home City or both of HCFC
and Home City and hold the designated positions:
<TABLE>
<CAPTION>
Name Age(1) Position(s) held
- ---- ------ ----------------
<S>
<C> <C> <C>
Jo Ann Holdeman 42 Secretary of HCFC and
Secretary and
Vice President of Home City
Charles A. Mihal 60 Treasurer and
Chief Financial Officer of
HCFC and Home City
Don E. Lynam 45 Senior Vice President
of Home City
- -----------------------
</TABLE>
(1) As of March 1, 1999.
Ms. Holdeman has been employed by Home City since 1986. Ms. Holdeman
served as Assistant Vice President and Assistant Secretary from 1992 to March
1996 and has served as Vice President and Secretary since March 1996.
Mr. Mihal has been employed by Home City since January 1997. From
1993 to December 1996, Mr. Mihal served as Vice President and Controller of
First National Bank of Pennsylvania. From 1990 to 1993, Mr. Mihal was
Vice President and Controller of Bank One, Akron, N.A.
Mr. Lynam has been employed by Home City since December 1997. From June
1975 to December 1997, Mr. Lynam was employed by Key Bank, serving most
recently as a Vice President in commercial lending.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Directors' Compensation
Each director of Home City receives a retainer fee of $1,000 per month
for service as a director of Home City. In addition, the Chairman of the Board
of Directors receives an additional fee of $150 per month. No fees are paid
for service as a director of HCFC.
Four of Home City's directors participate in a deferred compensation plan
whereby payment of part or all of their directors' fees is deferred. Home
City records the deferred fees as expenses and in a liability account.
Interest is periodically credited on each account. Each director is fully
vested in his account, and the balance is payable upon termination of
directorship prior to death or retirement. Home City has provided for the
contingent liability created by the deferred compensation plan by purchasing
a single-premium universal life insurance policy on each director. Upon
retirement or death, a director or his estate will receive the benefits
payable pursuant to the policy on his life.
<PAGE>
Executive Officers' Compensation
The following table presents certain information regarding the cash
compensation received by Douglas L. Ulery, the President and Chief Executive
Officer of HCFC and Home City, for services rendered during the fiscal years
shown. Mr. Ulery received the compensation included in the following table
from Home City and received no compensation from HCFC. No other executive
officer of Home City or HCFC received salary and bonus compensation exceeding
$100,000 during the periods shown.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long Term Compensation
------------------- Awards
------
Securities
Name and Principal Restricted Underlying All Other
Position Year (1) Salary ($) Bonus ($) Stock Awards ($) Options/SARs(#) Compensation
- ------------------ -------- ---------- --------- ---------------- --------------- ------------
<S>
<C> <C> <C> <C> <C> <C>
Douglas L. Ulery 12/31/98 $112,000(2) $22,500 $ - $ - $28,853(3)
President and Chief 12/31/97 108,063(2) 22,500 107,057(4) 32,855(5) 48,755(6)
Executive Officer 6/30/97 100,000(2) 25,000 - - 3,390
6/30/96 100,000(2) 30,000 - - 3,338
- ------------------
</TABLE>
(1) In December 1997, the Boards of Directors of HCFC and Home City voted to
change the fiscal year end of both companies to December 31. The
information provided for the year ended December 31, 1997, is for the
twelve-month period ended December 31, 1997. The salary and other
compensation amounts set forth for the year ended December 31, 1997,
include $55,563 and $2,070, respectively, that are also included in the
amounts set forth for the fiscal year ended June 30, 1997.
(2) Includes directors' fees of $12,000 paid by Home City. Does not include
amounts attributable to other miscellaneous benefits received by
executive officers. The cost to Home City of providing such benefits to
Mr.Ulery was less than 10% of his cash compensation.
3) Consists of a contribution of $3,675 to Mr. Ulery's 401(k) defined
contribution plan account and the $25,178 value at the date of allocation
of the 1,865 shares allocated to Mr. Ulery's ESOP account as of December
31, 1998.
4) On October 20, 1997, Mr. Ulery was awarded 6,665 common shares pursuant
to the RRP. Mr. Ulery paid no consideration for such shares. Such shares
will be earned and non-forfeitable at the rate of one-fifth per year on the
anniversary of the date of the award, beginning October 20, 1998,
assuming continued employment with, or service on the Board of Directors
of, Home City. On October 20, 1997, the market price of the shares awarded
to Mr. Ulery, determined by reference to the last trade price for HCFC's
shares on the Nasdaq SmallCap Market ("Nasdaq") on such date, was $16.0625
per share, and the aggregate market value of such shares was $107,057.
At December 31, 1998, the market price of a HCFC share was $13.50, based
on the last trade price reported by Nasdaq, and the aggregate market value
of the shares awarded to Mr. Ulery was $89,978. In addition, dividends
and other distributions on such shares and earnings thereon and
distributions will be distributed to Mr. Ulery according to the vesting
schedule.
(5) Represents the number of common shares of HCFC underlying options granted
to Mr. Ulery pursuant to the Stock Option Plan, as adjusted to reflect a
return of capital distributed to shareholders in June 1998. The option
becomes exercisable to the extent of one-fifth on October 20 of each year
commencing on October 20, 1998.
(6) Consists of a contribution of $3,616 to Mr. Ulery's 401(k) defined
contribution plan account and the $45,159 value at the date of allocation
of the 2,441 shares allocated to Mr. Ulery's ESOP account as of December
31, 1997.
<PAGE>
Employment Agreement
Home City has entered into an employment agreement with Mr. Ulery effective
February 23, 1998 (the "Employment Agreement"). Home City and HCFC currently
have no employment agreements with any other officers. The Employment
Agreement provides for a term of three years and a salary and performance
review by the Board of Directors not less often than annually, as well as
inclusion of the employee in any formally established employee benefit, bonus,
pension and profit-sharing plans for which senior management personnel are
eligible. The Employment Agreement also provides for vacation and sick leave.
The Employment Agreement is terminable by Home City at any time. In the event
of termination by Home City for "just cause," as defined in the Employment
Agreement, Mr. Ulery will have no right to receive any compensation or other
benefits for any period after such termination. In the event of termination
by Home City other than for just cause, at the end of the term of the
Employment Agreement or in connection with a "change of control," as defined
in the Employment Agreement, Mr. Ulery will be entitled to a continuation of
salary payments for a period of time equal to the term of the Employment
Agreement and a continuation of benefits substantially equal to those being
provided at the date of termination of employment until the earliest to occur
of (1) the end of the term of the Employment Agreement or (2) the date Mr.
Ulery becomes employed full-time by another employer.
The Employment Agreement also contains provisions with respect to the
occurrence within six months before or at any time after a "change of control"
of (1) the termination by Home City of employment of Mr. Ulery for any reason
other than just cause, retirement or termination at the end of the term of the
Employment Agreement, (2) certain changes in the capacity or circumstances in
which he is employed or (3) a material reduction in his responsibilities,
authority, compensation or other benefits provided under the Employment
Agreement without his written consent. In the event of Home City's
termination of Mr. Ulery's employment during such period of time and during
the term of the Employment Agreement, Mr. Ulery will be entitled to payment of
an amount equal to three times the greater of the amount of salary set forth
in the Employment Agreement or the amount of annual salary payable to Mr.
Ulery as a result of any annual salary review. If Mr. Ulery terminates his
employment within six months prior to or one year after a change of control
due to certain material changes in the circumstances of his employment or a
material reduction in his responsibilities or authority, Mr. Ulery will be
entitled to payment of an amount equal to three times his average annual
compensation during the most recent five taxable years. If Mr. Ulery's
employment is so terminated either by him or by Home City, Mr. Ulery will be
entitled to continued coverage under all benefit plans until the earliest of
the end of the term of the Employment Agreement or the date on which he is
included in another employer's benefit plans as a full-time employee. The
maximum payment that Mr. Ulery may receive, however, is limited to an amount
which will not result in the imposition of a penalty tax pursuant to Section
280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), or
exceed limitations imposed by the OTS. "Control," as defined in the
Employment Agreement, generally refers to the acquisition by any person or
entity of the power to vote or ownership of 10% or more of the voting stock of
Home City or HCFC, the control of the election of a majority of Home City's or
HCFC's directors or the exercise of a controlling influence over the
management or policies of Home City or HCFC.
Stock Option Plan
At the 1997 Annual Meeting of the Shareholders of HCFC, the shareholders
approved the Stock Option Plan. The Board of Directors of HCFC reserved
95,220 common shares for issuance by HCFC upon the exercise of options to be
granted as determined by the Stock Option Committee to certain directors,
officers and employees of HCFC and Home City from time to time under the Stock
Option Plan. Options to purchase 71,415 common shares of HCFC were awarded
pursuant to the Stock Option Plan in October 1997. Due to a return of capital
paid in June 1998, the number of shares reserved for the Stock Option Plan was
increased to 131,422, and the number of awarded shares was adjusted to
98,565. The options become exercisable to the extent of one-fifth each year.
<PAGE>
The following table sets forth information regarding the number and value
of unexercised options held by Mr. Ulery at December 31, 1998:
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Values
------------------------------------------------------------------------------
Number of Securities Underlying Value of Unexercised In-the-
Shares Unexercised Options/SARs at Money Options/SARs at
Acquired on Value 12/31/98 12/31/98 ($)(1)
Name Exercise (#) Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ----------------- ------------ -------- ------------------------- -------------------------
<S>
<C> <C> <C> <C> <C>
Douglas L. Ulery -0- N/A 6,571/26,284 $11,828/$47,311
- -----------------
</TABLE>
(1) For purposes of this table, the value of the option was determined by
multiplying the number of shares subject to unexercised options by the
difference between the $11.70 exercise price and the fair market value of
HCFC's common shares, which was $13.50 on December 31, 1998, based on the
last trade price reported by Nasdaq.
Recognition and Retention Plan and Trust
At the 1997 Annual Meeting of the Shareholders of HCFC, the shareholders of
HCFC approved the RRP. Awards entitling recipients to 23,802 shares were made
to directors, executive officers and employees of HCFC and Home City in 1997.
One-fifth of the number of shares awarded to an individual becomes earned and
non-forfeitable on each of the first five anniversaries of the date of such
award. Until shares awarded are earned by the participant, such shares will
be forfeited in the event that the participant ceases to be either a director
or an employee of HCFC or Home City, except that in the event of the death or
disability of a participant, the participant's shares will be deemed to be
earned and non-forfeitable.
Certain Transactions With Home City
Home City has extended loans to certain of its and HCFC's directors and
executive officers, their affiliates and members of their families. All such
loans were made in the ordinary course of business on substantially the same
terms, including interest rates and collateral requirements, as those
prevailing at the time for comparable transactions with other persons and did
not present more than the normal risk of collectibility or other unfavorable
features.
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the federal securities laws, HCFC's directors and executive
officers and persons holding more than ten percent of the common shares of
HCFC are required to report their ownership of common shares and changes in
such ownership to the Securities and Exchange Commission (the "SEC") and HCFC.
The SEC has established specific due dates for such reports. Based upon a
review of such reports, HCFC must disclose any failures to file such reports
timely in Proxy Statements used in connection with annual meetings of
shareholders. Each of Mr. Mihal and Ms. Holdeman filed late a Form 4 reporting
one transaction that occurred in 1998.
<PAGE>
PROPOSAL TWO - SELECTION OF AUDITORS
The Board of Directors of HCFC has selected Robb, Dixon to act as HCFC's
independent auditor for the current fiscal year and recommends that the
shareholders ratify the selection. The firm has audited the books of HCFC or
Home City since 1976. Management expects that a representative of Robb, Dixon
will be present at the Annual Meeting, will have the opportunity to make a
statement if he or she so desires and will be available to respond to
appropriate questions.
The Board of Directors of HCFC recommends that the shareholders of HCFC
ratify the selection of the auditors for the current fiscal year.
Accordingly, the shareholders of HCFC will be asked to approve the following
resolution at the Annual Meeting:
RESOLVED, that the selection of Robb, Dixon, Francis, Davis, Oneson &
Company as the auditors of HCFC for the current fiscal year be, and it
hereby is, ratified.
PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS
Any proposals of shareholders intended to be included in the proxy statement
for the 2000 Annual Meeting of Shareholders of HCFC should be sent to HCFC by
certified mail and must be received by HCFC by November 23, 1999. In
addition, if a shareholder intends to present a proposal at the 2000 Annual
Meeting without including the proposal in the proxy materials related to that
meeting, and if the proposal is not received by February 4, 2000, then the
proxies designated by the Board of Directors of HCFC for the 2000 Annual
Meeting of Shareholders of the Company may vote in their discretion on any
such proposal any shares for which they have been appointed proxies without
mention of such matter in the proxy statement or on the proxy card for such
meeting.
Management knows of no other business that may be brought before the Annual
Meeting. It is the intention of the persons named in the enclosed Proxy to
vote such Proxy in accordance with their best judgment on any other matters
that may be brought before the Annual Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO FILL IN, SIGN AND
RETURN THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
By Order of the Board of Directors
Springfield, Ohio /s/ Douglas L. Ulery
----------------------------
March 12, 1999 Douglas L. Ulery, President
<PAGE>
REVOCABLE PROXY
HOME CITY FINANCIAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF HOME CITY FINANCIAL CORPORATION
The undersigned shareholder of Home City Financial Corporation ("HCFC")
hereby constitutes and appoints Gary E. Brown and Jo Ann Holdeman, or either
one of them, the Proxy or Proxies of the undersigned, with full power of
substitution and resubstitution, to vote at the Annual Meeting of Shareholders
of HCFC to be held at The Springfield Inn, 100 S. Fountain Avenue,
Springfield, Ohio, on April 28, 1999, at 3:00 p.m., local time (the "Annual
Meeting"), all of the shares of HCFC that the undersigned is entitled to vote
at the Annual Meeting, or at any adjournment thereof, on each of the following
proposals, all of which are described in the accompanying Proxy Statement:
1. The election of five directors:
FOR all nominees WITHHOLD authority
_______listed below ______ to
(except as marked to the vote for all nominees
contrary below): listed below:
John D. Conroy
P. Clark Engelmeier
James Foreman
Terry A. Hoppes
Douglas L. Ulery
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in space provided below).
- --------------------------------------------------------------------------------
2. The ratification of the selection of Robb, Dixon, Francis, Davis, Oneson &
Company, certified public accountants, as the auditors of HCFC for the
current fiscal year.
______FOR _______AGAINST_______ABSTAIN
3. In their discretion, upon such other business as may properly come before
the Annual Meeting or any adjournments thereof.
Important: Please sign and date this proxy on the reverse side.
<PAGE>
This Revocable Proxy will be voted as directed by the undersigned member.
Ifthis Proxy is executed and returned but no direction is given, this Revocable
Proxy will be voted FOR proposals 1 and 2.
All Proxies previously given by the undersigned are hereby revoked.
Receipt of the Notice of Annual Meeting of Shareholders of HCFC and of the
accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign your name exactly as it appears on this Proxy. Joint
accounts require only one signature. If you are signing this Proxy as an
attorney, administrator, agent, corporation, officer, executor, trustee or
guardian, etc., please add your full title to your signature.
[Printed label with --------- ----------------------
name and address] Date Signature
Date Signature
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
HCFC. PLEASE DATE, SIGN AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING IN THE U.S.A.
IMPORTANT: IF YOU RECEIVE MORE THAN ONE CARD, PLEASE SIGN AND
RETURN ALL CARDS IN THE ACCOMPANYING ENVELOPE.
