SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
Home Loan Financial Corporation
-------------------------------
(Name of Issuer)
Common Shares
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(Title of Class of Securities)
437183 10 6
---------------
(CUSIP Number)
Terri R. Abare
Vorys, Sater, Seymour and Pease LLP
Suite 2100, Atrium Two
221 East Fourth Street
Cincinnati, Ohio 45202
(513) 723-4001
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 13, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of [SECTION][SECTION] 240.13d-1(e), 240.13d-
1(f) or 240.13d-1(g), check the following box. [ ]
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
SCHEDULE 13D
CUSIP NO. 437183 10 6
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1. NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF REPORTING PERSON:
Robert D. Mauch
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS:
SC, PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 107,178
8. SHARED VOTING POWER: 550
9. SOLE DISPOSITIVE POWER: 107,178
10. SHARED DISPOSITIVE POWER: 550
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
107,728
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.34%
14. TYPE OF REPORTING PERSON:
IN
Item 1. Security and Issuer.
- -------
Common shares, no par value
Home Loan Financial Corporation
401 Main Street
Coshocton, Ohio 43812-1580
Item 2. Identity and Background.
- -------
(a) Robert D. Mauch
(b) 44105 Township Road 55
Coshocton, Ohio 43812
(c) Certified Public Accountant for Robert D. Mauch, CPA,
Inc., 305 Main Street, Coshocton, Ohio 43812.
(d) During the last five years, Mr. Mauch has not been
convicted in a criminal proceeding.
(e) During the last five years, Mr. Mauch has not been a party
to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with
respect to such laws.
(f) Mr. Mauch is a citizen of the United States of America.
Item 3. Source and Amount of Funds and Other Consideration.
- -------
Mr. Mauch has the right as of October 13, 1999 to exercise an
option to purchase 2,248 shares pursuant to the Home Loan
Financial Corporation 1998 Stock Option and Incentive Plan (the
"Stock Option Plan"). Any purchase of shares pursuant to the
exercisable options will be effected with personal funds.
Mr. Mauch and his wife purchased 15,550 shares with personal
funds in connection with the initial public offering by the
issuer in March 1998. There are 899 shares held in the Home Loan
Financial Corporation Recognition and Retention Plan and Trust
(the "RRP"), which will be distributed to Mr. Mauch on October
13, 1999. In addition, as Trustee of the RRP, Mr. Mauch has sole
voting power and limited dispositive power over all of the 89,930
unearned shares held in the RRP, including the 899 shares to be
distributed to Mr. Mauch on October 13, 1999. One-fifth of these
shares become earned and are distributed to participants each
year beginning on October 13, 1999.
Item 4. Purpose of Transaction.
- -------
All shares held by Mr. Mauch are held for investment. Other than
as a member of the Board of Directors, which regularly considers
such matters, Mr. Mauch has no plans or proposals relating to or
which would result in any of the following:
(a) The acquisition by any person of additional securities of
the issuer, or the disposition of securities of the
issuer, other than additional shares that may be acquired
pursuant to the issuer's stock benefit plans;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management
of the issuer, including any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the issuer;
(f) Any other material change in the issuer's business or
corporate structure;
(g) Changes in the issuer's Articles of Incorporation or Code
of Regulations or other actions which may impede the
acquisition of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) A class of equity securities of the issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
- -------
(a) Mr. Mauch beneficially owns 107,728 shares, which is 5.34%
of the total issued and outstanding common shares of the
issuer.
(b) Mr. Mauch has sole voting and power with respect to 18,147
shares, including the 899 RRP shares that will be earned
on October 13, 1999, sole voting and limited dispositive
power with respect to 89,930 shares held in the RRP, and
shared voting and dispositive power with respect to 550
shares held by Mr. Mauch's spouse.
Mr. Mauch's wife is Marialice Mauch. Ms. Mauch is a citizen of
the United States of America, and during the past five years,
Ms. Mauch has neither been convicted in a criminal proceeding nor
been a party to a civil proceeding of a judicial administrative
body of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws. Ms. Mauch has the same address as Mr. Mauch and also works
for Robert D. Mauch, CPA, Inc. as a bookkeeper.
(c) During the last sixty days, Mr. Mauch has acquired the
right to a distribution on October 13, 1999 of 899 shares
under the RRP pursuant to an award made on October 13,
1998, for no consideration. In addition, Mr. Mauch will
be entitled to exercise an option for 2,248 shares at
$7.69 per share. Such option was awarded on October 13,
1998 pursuant to the Stock Option Plan.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
- ------- Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships between Mr. Mauch and any other person with respect
to any securities of the issuer, except for award agreements
pursuant to the RRP and the Stock Option Plan.
Item 7. Material to be Filed as Exhibits.
- -------
1. Stock Option Plan (Incorporated by reference to the 1998
10-KSB40, Exhibit 20)
2. Stock Option Award Agreement
3. Recognition and Retention Plan and Trust Award Agreement
4. Recognition and Retention Plan and Trust Agreement
(Incorporated by reference to the 1998 10-KSB40, Exhibit 20)
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
/s/ Robert D. Mauch
-------------------
Signature
Robert D. Mauch
---------------
Name
9/3/99
- ------
Date
EXHIBIT 2
STOCK OPTION AWARD AGREEMENT
PURSUANT TO THE HOME LOAN FINANCIAL CORPORATION
1998 STOCK OPTION AND INCENTIVE PLAN
(Non-Qualified Stock Options)
-----------------------------------------------
THIS AGREEMENT is made to be effective as of October 13, 1998, by and
between Home Loan Financial Corporation (the "COMPANY") and Robert D. Mauch
(the "OPTIONEE").
WITNESSETH:
-----------
WHEREAS, the Board of Directors of the COMPANY adopted the Home Loan
Financial Corporation 1998 Stock Option and Incentive Plan (the "PLAN") on
October 13, 1998;
WHEREAS, the shareholders of the COMPANY approved the PLAN on October
13, 1998;
WHEREAS, pursuant to the provisions of the PLAN, the Board of
Directors of the COMPANY has appointed a Stock Option Committee (the
"COMMITTEE") to administer the PLAN; and
WHEREAS, the COMMITTEE has determined that an option to acquire
common shares of the COMPANY, no par value per share (the "COMMON SHARES"),
should be granted to the OPTIONEE upon the terms and conditions set forth
in this AGREEMENT;
NOW, THEREFORE, in consideration of the above premises and intending
to be legally bound by this AGREEMENT, the parties hereto agree to the
following:
1. Grant of Option. The COMPANY hereby grants to the OPTIONEE
an option to purchase Eleven Thousand Two Hundred Forty One (11,241) COMMON
SHARES (the "OPTION"). The OPTION is not intended to qualify as an
incentive stock option under Section 422 of the Internal Revenue Code of
1986, as amended (the "CODE").
2. Terms and Conditions of the OPTION.
(A) OPTION Price. The purchase price (the "OPTION
PRICE") to be paid by the OPTIONEE to the COMPANY upon the
exercise of the OPTION shall be $11.69 per share, being 100% of
the Fair Market Value (as that term is defined in the PLAN) of a
COMMON SHARE on October 13, 1998.
(B) Exercise of the OPTION. Subject to the provisions of
the PLAN and the other provisions of this AGREEMENT, the OPTION
is first exercisable in accordance with the following schedule:
<TABLE>
<CAPTION>
NUMBER OF SHARES
DATE FIRST EXERCISABLE
---- -----------------
<S> <C>
October 13, 1999 2,248
October 13, 2000 2,248
October 13, 2001 2,248
October 13, 2002 2,248
October 13, 2003 2,249
</TABLE>
The OPTION shall remain exercisable until the date of
expiration of the OPTION term. The OPTION may be exercised to
purchase less than the total number of COMMON SHARES subject to
the OPTION and exercisable at any time and from time to time.
The OPTION may not be exercised unless the COMMON SHARES issued
upon such exercise are first registered pursuant to any
applicable federal and state laws or regulations or, in the
opinion of the counsel to the COMPANY, are exempt from such
registration. Nothing contained in the PLAN or in this
AGREEMENT shall be construed to require the COMPANY to take any
action whatsoever to make exercisable any OPTION or to make
transferable any shares issued upon the exercise of any OPTION.
(C) OPTION Term. The OPTION shall in no event be
exercisable after the expiration of ten (10) years from the date
of this AGREEMENT.
(D) Method of Exercise. The OPTION may be exercised by
delivering written notice of exercise to the COMPANY in care of
its President or its Treasurer. The notice must state the
number of shares subject to the OPTION in respect of which it is
being exercised and must be accompanied by payment in full of
the OPTION PRICE in cash unless the COMMITTEE in its sole
discretion permits payment of the OPTION PRICE in COMMON SHARES
already owned by the OPTIONEE or by the surrender of outstanding
awards of OPTIONS.
(E) Satisfaction of Taxes and Tax Withholding. The
COMPANY or a subsidiary shall be entitled, if the COMMITTEE
deems it necessary or desirable, to withhold (or secure payment
from the OPTIONEE in lieu of withholding) the amount necessary
to satisfy any withholding or employment-related tax obligation
attributable to the exercise of the OPTION or otherwise incurred
with respect to the PLAN or the OPTION, and the COMPANY may
defer delivery of any shares pursuant to the exercise of the
OPTION unless indemnified to its satisfaction. The COMMITTEE
may, in its discretion and subject to such rules as the
COMMITTEE may adopt, permit the OPTIONEE to satisfy, in whole or
in part, any withholding or employment-related tax obligation
which may arise in connection with the grant, exercise or
disposition of the OPTION by electing to have the COMPANY
withhold COMMON SHARES to be issued, or by electing to deliver
to the COMPANY COMMON SHARES already owned by the OPTIONEE
having a Fair Market Value (as that term is defined in the PLAN)
equal to the amount of such tax obligation.
3. Non-Assignability of the OPTION. The OPTION shall not
be assignable or transferable except by will or by the laws of descent and
distribution. The terms and conditions of the OPTION shall be binding upon
each and every executor, administrator, heir, beneficiary or other
successor to the OPTIONEE's interest.
4. Governing Law. The rights and obligations of the OPTIONEE
and the COMPANY under this AGREEMENT shall be governed by and construed in
accordance with the laws of the State of Ohio (without giving effect to
the conflict of laws principles thereof) in all respects, including,
without limitation, matters relating to the validity, construction,
interpretation, administration, effect, enforcement and remedies provisions
of the PLAN and its rules and regulations, except to the extent preempted
by applicable federal law. All disputes and matters whatsoever arising
under, in connection with or incident to this AGREEMENT shall be litigated,
if at all, in and before a court located in the State of Ohio, U.S.A., to
the exclusion of the courts of any other state or country.
5. Rights and Remedies Cumulative. All rights and remedies of
the COMPANY and of the OPTIONEE enumerated in this AGREEMENT shall be
cumulative and, except as expressly provided otherwise in this AGREEMENT,
none shall exclude any other rights or remedies allowed by law or in
equity, and each of said rights or remedies may be exercised and enforced
concurrently.
6. Captions. The captions contained in this AGREEMENT are
included only for convenience of reference and do not define, limit,
explain or modify this AGREEMENT or its interpretation, construction or
meaning and are in no way to be construed as a part of this AGREEMENT.
7. Severability. If any provision of this AGREEMENT or the
application of any provision hereof to any person or any circumstance shall
be determined to be invalid or unenforceable, then such determination shall
not affect any other provision of this AGREEMENT or the application of said
provision to any other person or circumstance, all of which other
provisions shall remain in full force and effect. It is the intention of
each party to this AGREEMENT that if any provision of this AGREEMENT is
susceptible of two or more constructions, one of which would render the
provision enforceable and the other or others of which would render the
provision unenforceable, then the provision shall have the meaning which
renders it enforceable.
8. PLAN as Controlling. All terms and conditions of the PLAN
applicable to options granted thereunder which are not set forth in this
AGREEMENT shall be deemed incorporated herein by reference. In the event
that any provision in this AGREEMENT conflicts with any term in the PLAN,
the term in the PLAN shall be deemed controlling.
9. Entire Agreement. This AGREEMENT constitutes the entire
agreement between the COMPANY and the OPTIONEE in respect of the subject
matter of this AGREEMENT, and this AGREEMENT supersedes all prior and
contemporaneous agreements between the parties hereto in connection with
the subject matter of this AGREEMENT. All representations of any type
relied upon by the OPTIONEE and the COMPANY in making this AGREEMENT are
specifically set forth herein, and the OPTIONEE and the COMPANY acknowledge
that each of them has relied on no other representation in entering into
this AGREEMENT. No change, termination or attempted waiver of any of the
provisions of this AGREEMENT shall be binding upon any party hereto unless
contained in a writing signed by the party to be charged.
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to
be executed to be effective as of October 13, 1998.
HOME LOAN FINANCIAL CORPORATION
By:
-------------------
Robert C. Hamilton,
its President
OPTIONEE
---------------
Robert D. Mauch
EXHIBIT 3
HOME LOAN FINANCIAL CORPORATION
RECOGNITION AND RETENTION PLAN AND TRUST
AWARD AGREEMENT
THIS AGREEMENT is made to be effective as of October 13, 1998, by and
between Home Loan Financial Corporation (the "COMPANY") and Robert D. Mauch
(the "RECIPIENT").
WITNESSETH:
-----------
WHEREAS, the Board of Directors of the COMPANY adopted the Home Loan
Financial Corporation Recognition and Retention Plan and Trust Agreement
(the "RRP") on October 13, 1998;
WHEREAS, the shareholders of the COMPANY approved the RRP on October
13, 1998;
WHEREAS, pursuant to the provisions of the RRP, the Board of
Directors of the COMPANY has appointed a Recognition and Retention Plan
Committee (the "RRP COMMITTEE") to administer the RRP and to determine
persons to whom awards will be made and the number of common shares of the
COMPANY to be awarded pursuant to the RRP;
WHEREAS, the Trust established by the RRP holds a pool of common
shares of the COMPANY, no par value per share (the "RRP PLAN SHARES"); and
WHEREAS, the RRP COMMITTEE has determined that an award of RRP PLAN
SHARES should be granted to the RECIPIENT upon the terms and conditions set
forth in this AGREEMENT;
NOW, THEREFORE, in consideration of the above premises and intending
to be legally bound by this AGREEMENT, the parties hereto agree to the
following:
1. Grant of Award. The COMPANY hereby grants to the RECIPIENT
an award of Four Thousand Four Hundred and Ninety-Six (4,496) RRP PLAN
SHARES (the "AWARDED SHARES"). The RECIPIENT shall earn and be entitled,
subject to the forfeiture and other provisions of the RRP, to the AWARDED
SHARES as follows:
a. Eight Hundred and Ninety-Nine (899) of the AWARDED
SHARES shall be earned and nonforfeitable by the
RECIPIENT on October 13, 1999;
b. Eight Hundred and Ninety-Nine (899) of the AWARDED
SHARES shall be earned and nonforfeitable by the
RECIPIENT on October 13, 2000;
c. Eight Hundred and Ninety-Nine (899) of the AWARDED
SHARES shall be earned and nonforfeitable by the
RECIPIENT on October 13, 2001;
d. Eight Hundred and Ninety-Nine (899) of the AWARDED
SHARES shall be earned and nonforfeitable by the
RECIPIENT on October 13, 2002; and
e. Nine Hundred (900) of the AWARDED SHARES shall be earned
and nonforfeitable by the RECIPIENT on October 13, 2003.
2. Distribution of Shares. Pursuant to and as provided in
Section 7.02 of the RRP, and subject to the other provisions of the RRP,
the AWARDED SHARES shall be distributed to the RECIPIENT as soon as
practicable after they have been earned; provided, however, that the
AWARDED SHARES shall not be distributed unless the AWARDED SHARES are first
registered pursuant to any applicable federal and state laws or regulations
or, in the opinion of counsel to the COMPANY, are exempt from such
registration.
3. Transfer of the AWARDED SHARES. Any sale, transfer or other
distribution by the RECIPIENT of the AWARDED SHARES is subject to all
applicable federal and state laws and regulations.
4. Incorporation of the RRP. By entering into this AGREEMENT,
the RECIPIENT agrees to be bound by all of the terms and conditions of the
RRP, which are incorporated by reference into this AGREEMENT. To the
extent that any provision of this AGREEMENT is in contradiction with any
provision of the RRP, the applicable provision of the RRP shall control
over the applicable provision of this AGREEMENT.
5. Governing Law. The rights and obligations of the RECIPIENT
and the COMPANY under this AGREEMENT shall be governed by and construed in
accordance with the laws of the State of Ohio (without giving effect to the
conflict of laws principles thereof) in all respects, including, without
limitation, matters relating to the validity, construction, interpretation,
administration, effect, enforcement and remedies provisions of the RRP and
its rules and regulations, except to the extent preempted by applicable
federal law. All disputes and matters whatsoever arising under, in
connection with or incident to this AGREEMENT shall be litigated, if at
all, in and before a court located in the State of Ohio, U.S.A., to the
exclusion of the courts of any other state or country.
6. Rights and Remedies Cumulative. All rights and remedies of
the COMPANY and of the RECIPIENT enumerated in this AGREEMENT shall be
cumulative and, except as expressly provided otherwise in this AGREEMENT,
none shall exclude any other rights or remedies allowed by law or in
equity, and each of said rights or remedies may be exercised and enforced
concurrently.
7. Captions. The captions contained in this AGREEMENT are
included only for convenience of reference and do not define, limit,
explain or modify this AGREEMENT or its interpretation, construction or
meaning and are in no way to be construed as a part of this AGREEMENT.
8. Severability. If any provision of this AGREEMENT or the
application of any provision thereof to any person or any circumstance
shall be determined to be invalid or unenforceable, then such determination
shall not affect any other provision of this AGREEMENT or the application
of said provision to any other person or circumstance, all of which other
provisions shall remain in full force and effect. It is the intention of
each party to this AGREEMENT that if any provision of this AGREEMENT is
susceptible of two or more constructions, one of which would render the
provision enforceable and the other or others of which would render the
provision unenforceable, then the provision shall have the meaning which
renders it enforceable.
9. Entire Agreement. This AGREEMENT and the RRP constitute the
entire agreement between the COMPANY and the RECIPIENT in respect of the
subject matter of this AGREEMENT, and this AGREEMENT supersedes all prior
and contemporaneous agreements between the parties hereto in connection
with the subject matter of this AGREEMENT. All representations of any type
relied upon by the RECIPIENT and the COMPANY in making this AGREEMENT are
specifically set forth herein, and the RECIPIENT and the COMPANY each
acknowledge that they have relied on no other representations in entering
into this AGREEMENT. No change, termination or attempted waiver of any of
the provisions of this AGREEMENT shall be binding upon any party hereto
unless contained in a writing signed by the party to be charged.
10. Successors and Assigns. This AGREEMENT shall inure to the
benefit of and be binding upon the successors and assigns (including
successive, as well as immediate, successors and assigns) of the COMPANY
and the RECIPIENT.
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to
be executed to be effective as of October 13, 1998.
HOME LOAN FINANCIAL CORPORATION
By:
------------------
Robert C. Hamilton
its President
RECIPIENT
------------------
Robert D. Mauch
