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As filed with the Securities and Exchange Commission on February 11, 1998
Registration No. 333-42483
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HOME LOAN FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
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<CAPTION>
OHIO 6036 31-1578552
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<S> <C> <C>
(State or other jurisdiction (Primary Standard Industrial (I.R.S. employer
of incorporation or organization) Classification Code Number) identification number)
</TABLE>
401 MAIN STREET
COSHOCTON, OHIO 43812-1580
(740) 622-0444
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(Address, including Zip Code, and telephone number, including
area code, of registrant's principal executive offices)
ROBERT C. HAMILTON
HOME LOAN FINANCIAL CORPORATION
401 MAIN STREET
COSHOCTON, OHIO 43812-1580
(740) 622-0444
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(Name, address, including Zip Code, and telephone number,
including area code, of agent for service)
With copies to:
Terri R. Abare
Rick J. Landrum
Vorys, Sater, Seymour and Pease
Atrium Two, 221 East Fourth Street
Cincinnati, Ohio 45202
(513) 723-4000
Approximate date of commencement of proposed sale of the securities to
the public: As soon as practicable after the Registration Statement becomes
effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 of the Securities
Act of 1933, check the following box: [X]
CALCULATION OF REGISTRATION FEE
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Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price aggregate offering Amount of
registered registered per share price(1) registration fee
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<S> <C> <C> <C> <C>
Common shares,
without par value 2,248,250 $10.00 $22,482,500 $6,633
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(1) Estimated solely for the purpose of calculating the registration fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS:
The exhibits filed as a part of this Registration Statement are as
follows:
23.2 Consent of Keller & Co., Inc.
99.7 Opinion of Keller & Co., Inc., concerning the value of
subscription rights for tax purposes
(B) FINANCIAL STATEMENT SCHEDULES:
No financial statement schedules are filed because the required
information is not applicable or is included in the consolidated financial
statements or related notes.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Pre-Effective Amendment No. 2 to the
Registration Statement on Form S-1 to be signed on its behalf by the
undersigned, duly authorized to do so, in the City of Coshocton, State of Ohio,
on February 10, 1998.
HOME LOAN FINANCIAL CORPORATION
By: Robert C. Hamilton
its President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-1 has been signed below by the following
persons in the capacities and as of the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
* Neal J. Caldwell Director February 10, 1998
* Charles H. Durmis Director February 10, 1998
Robert C. Hamilton Director, Chairman and President February 10, 1998
* Robert D. Mauch Director February 10, 1998
* Douglas L. Randles Director February 10, 1998
* Preston W. Bair Treasurer, Secretary, Principal Financial February 10, 1998
Officer and Principal Accounting Officer
</TABLE>
* By Power of Attorney
Robert C. Hamilton, Attorney-in-fact
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Registration No. 333-42483
HOME LOAN FINANCIAL CORPORATION
PRE-EFFECTIVE AMENDMENT NO. 2 TO
REGISTRATION STATEMENT ON FORM S-1
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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23.2 Consent of Keller & Co., Inc.
99.7 Opinion of Keller & Co., Inc., concerning the value of
subscription rights for tax purposes
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EXHIBIT 23.2
KELLER & COMPANY, INC.
555 METRO PLACE NORTH
SUITE 524
DUBLIN, OHIO 43017
(614) 766-1426
(614) 766-1459 FAX
February 10, 1998
We hereby consent to the use of our firm's name, Keller & Company, Inc., and the
reference to our firm as experts in the Form S-1 to be filed by Home Loan
Financial Corporation with the Securities and Exchange Commission and any
amendments thereto, to the references in the Form S-1 and any amendments thereto
to our opinion dated December 9, 1997, regarding the value of subscription
rights to be granted to the depositors of The Home Loan Savings Bank (the
"Opinion") and to the filing of the Opinion as an exhibit to the Form S-1 and
any amendments thereto.
Very truly yours,
KELLER & COMPANY, INC.
Michael R. Keller
President
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EXHIBIT 99.7
KELLER & COMPANY, INC.
555 METRO PLACE NORTH
SUITE 524
DUBLIN, OHIO 43017
(614) 766-1426
(614) 766-1459 FAX
December 9, 1997
The Board of Directors
The Home Loan Savings Bank
401 Main Street
Coshocton, Ohio 43812-1580
Re: Subscription Rights - Conversion of The Home Loan Savings Bank
Coshocton, Ohio
Gentlemen:
The purpose of this letter is to provide an opinion of the value of the
subscription rights of the "to be issued" common stock of Home Loan Financial
Corporation (the "Corporation"), Coshocton, Ohio in regard to the conversion of
The Home Loan Savings Bank ("Home" or the "Bank") from a state-chartered mutual
savings bank to a state-chartered stock savings bank.
Because of the Subscription Rights to purchase shares of Common Stock in Home
Loan Financial Corporation, which are to be issued to the depositors of The Home
Loan Savings Bank and the other members of the Bank and will be acquired by such
recipients without cost, will be nontransferable and of short duration and will
afford the recipients the right only to purchase shares of Common Stock at the
same price as will be paid by members of the general public in a Direct
Community Offering, we are of the opinion that:
(1) The Subscription Rights will have no ascertainable fair market
value, and;
(2) The price at which the Subscription Rights are exercisable will not
be more or less than the fair market value of the shares on the
date of the exercise.
Further, it is our opinion that the Subscription Rights will have no economic
value on the date of distribution or at the time of exercise, whether or not a
community offering takes place.
Sincerely,
KELLER & COMPANY, INC.
Michael R. Keller
President
