<PAGE> 1
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:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
HOME LOAN FINANCIAL CORPORATION
---------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-------------------------------------------------------------------------
(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 O-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 O-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 O-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> 2
HOME LOAN FINANCIAL CORPORATION
401 MAIN STREET
COSHOCTON, OHIO 43812-1580
(740) 622-0444
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the 1999 Annual Meeting of Shareholders
of Home Loan Financial Corporation (the "Company") will be held at the offices
of the Company at 401 Main Street, Coshocton, Ohio, on October 12, 1999, at
4:30 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 elect five directors of the Company for terms
expiring in 2000;
2. To ratify the selection of Crowe, Chizek and Company
LLP as the auditors of the Company 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 the Company of record at the close of business
on August 30, 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. 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
Coshocton, Ohio Robert C. Hamilton
September 7, 1999 President
<PAGE> 3
HOME LOAN FINANCIAL CORPORATION
401 MAIN STREET
COSHOCTON, OHIO 43812-1580
(740) 622-0444
PROXY STATEMENT
PROXIES
The enclosed proxy (the "Proxy") is being solicited by the Board of
Directors of Home Loan Financial Corporation (the "Company") for use at the
1999 Annual Meeting of Shareholders of the Company to be held at the offices
of the Company at 401 Main Street, Coshocton, Ohio, on October 12, 1999, at
4:30 p.m., local time, and at any adjournments thereof (the "Annual Meeting").
Without affecting any vote previously taken, the Proxy may be revoked by
executing a later dated proxy which is received by the Company before the
Proxy is exercised or by giving notice of revocation to the Company in writing
or in open meeting before the Proxy is exercised. Attendance at the Annual
Meeting will not, of itself, revoke the 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 reelection of Neal J. Caldwell, Charles H. Durmis, Robert C.
Hamilton, Robert D. Mauch and Douglas L. Randles as directors of the
Company for terms expiring in 2000; and
FOR the ratification of the selection of Crowe, Chizek and Company
LLP ("Crowe, Chizek") as the auditors of the Company for the current
fiscal year.
Proxies may be solicited by the directors, officers and other
employees of the Company and The Home Loan Savings Bank (the "Bank"), in
person or by telephone, telegraph or mail only for use at the Annual Meeting.
The Proxy will not be used for any other meeting. The cost of soliciting
Proxies will be borne by the Company.
Only shareholders of record as of the close of business on August 30,
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.
The Company's records disclose that, as of the Voting Record Date, there were
2,014,045 votes entitled to be cast at the Annual Meeting.
This Proxy Statement is first being mailed to shareholders of the
Company on or about September 15, 1999.
VOTE REQUIRED
Under Ohio law and the Company'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 held by a nominee for a beneficial owner that are
represented in person or by proxy but not voted and shares as to which the
authority to vote is withheld ("non-votes") are not counted toward the
election of directors or toward the election of the individual nominees
specified on the Proxy. If the Proxy is signed and dated by the shareholder
but no vote or
<PAGE> 4
instruction to abstain is specified thereon, however, the shares held by such
shareholder will be voted FOR the nominees specified on the Proxy.
The affirmative vote of the holders of a majority of the common
shares of the Company represented in person or by proxy at the Annual Meeting
is necessary to ratify the selection of Crowe, Chizek as the auditors of the
Company for the current fiscal year. The effect of an abstention or a non-vote
is the same as a vote against the ratification of the selection of Crowe,
Chizek as the auditors of the Company for the current fiscal year. If the
Proxy is signed and dated by the shareholder but no vote or instruction to
abstain is specified thereon, however, the shares held by such shareholder
will be voted FOR the ratification of the selection of Crowe, Chizek as the
auditors of the Company for the current fiscal year.
VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to
the only persons, other than directors and executive officers of the Company,
known to the Company to own beneficially more than five percent of the
outstanding common shares of the Company as of August 27, 1999:
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name and Address Beneficial Ownership Shares Outstanding
- - ---------------- -------------------- ------------------
<S> <C> <C>
Home Loan Financial Corporation Employee
Stock Ownership Plan
1201 Broadway 239,314 (1) 11.88%
Quincy, Illinois 62301
Wellington Management Company, LLP
75 State Street 131,000 (2) 6.50%
Boston, Massachusetts 02109
and
Julian H. Robertson, Jr.
Tiger Management L.L.C.
Tiger Performance L.L.C.
101 Park Ave.
New York, New York 10175
- - ---------------------------
<FN>
(1) Consists of the shares held by First Bankers Trust Company, N.A., as
the Trustee for the Home Loan Financial Corporation Employee Stock
Ownership Plan (the "ESOP"). The Trustee has voting power over
shares that have not been allocated to an ESOP participant and
shares that have been allocated to an ESOP participant but as to
which no voting instructions are given by the participant. The
Trustee has limited investment power over all ESOP shares. As of
August 27, 1999, 35,041 shares had been allocated to the accounts of
ESOP participants.
(2) Consists of shares for which voting and dispositive power is shared
by Wellington Management Company LLP ("WMC"), Tiger Management
L.L.C. ("TMLLC") and Tiger Performance L.L.C. ("TPLLC"). The shares
are owned of record by clients of WMC. Mr. Robertson is the
controlling person of TMLCC and TPLCC.
</TABLE>
-2-
<PAGE> 5
The following table sets forth certain information with respect to
the number of common shares of the Company beneficially owned by each director
and by all directors and executive officers of the Company as a group as of
August 27, 1999:
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Percent of
Name and Address (1) Ownership (2) Shares Outstanding
- - -------------------- ------------- ------------------
<S> <C> <C>
Neal J. Caldwell 36,147(3) 1.79%
Charles H. Durmis 33,147(4) 1.64
Robert C. Hamilton 58,404(5) 2.88
Robert D. Mauch 107,728(6) 5.34
Douglas L. Randles 37,751(7) 1.87
All directors and executive officers of the
Company as a group (6 people) 304,182(8) 14.93
- - ----------------------------
<FN>
(1) Each of the persons listed in this table may be contacted at the address of the
Company.
(2) All shares are owned directly with sole voting and investment power unless otherwise
indicated by footnote.
(3) Includes 5,000 shares as to which Mr. Caldwell shares voting and investment power, 899
shares held in the Home Loan Financial Corporation Recognition and Retention Plan (the
"RRP") to be distributed to Mr. Caldwell on October 13, 1999, and 2,248 shares that may
be acquired upon the exercise of options.
(4) Includes 15,000 shares as to which Mr. Durmis shares voting and investment power, 899
shares held in the RRP, to be distributed to Mr. Durmis on October 13, 1999, and 2,248
shares that may be acquired upon the exercise of options.
(5) Includes 18,300 shares as to which Mr. Hamilton shares voting and investment power,
9,367 shares allocated to Mr. Hamilton's ESOP account, with respect to which Mr.
Hamilton has voting but not investment power, 4,496 shares held in the RRP to be
distributed to Mr. Hamilton on October 13, 1999, and 11,241 shares that may be acquired
upon the exercise of options.
(6) Includes 550 shares as to which Mr. Mauch shares voting and investment power, 899
shares held in the RRP to be distributed to Mr. Mauch on October 13, 1999, 2,248 shares
that may be acquired upon the exercise of options, and 89,930 shares held as Trustee of
the RRP. The 89,930 shares held as RRP Trustee includes the shares to be distributed to
directors and executive officers on October 13, 1999.
(7) Includes 16,079 shares as to which Mr. Randles shares voting and investment power, 899
shares held in the RRP to be distributed to Mr. Randles on October 13, 1999, and 2,248
shares that may be acquired upon the exercise of options.
(8) Includes 15,000 shares as to which an executive officer shares voting and investment
power, 4,998 shares allocated to such executive officer's ESOP account, with respect to
which such executive officer has voting but not investment power, 1,420 shares held in
the RRP to be distributed to such executive officer on October 13, 1999, and 3,200
shares that may be acquired upon the exercise of options. Although all of the shares
held in the RRP are deemed to be held by Mr. Mauch as Trustee of the RRP, all of 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.
</TABLE>
PROPOSAL ONE - ELECTION OF DIRECTORS
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 a
shareholder entitled to vote for directors. A nomination by a shareholder with
respect to the election of directors at an annual meeting of shareholders must
be submitted in writing to the
-3-
<PAGE> 6
Secretary of the Company and received by the Secretary not later than the
sixtieth day before the first anniversary of the most recent annual meeting of
shareholders held for the election of directors. A nomination by a shareholder
with respect to the election of directors at a special meeting of shareholders
must be submitted in writing and received by the Secretary of the Company not
later than the close of business on the seventh day following the day on which
notice of such special meeting was mailed to shareholders. Each written
nomination must state the name, age, business or residence address of the
nominee, the principal occupation or employment of the nominee, the number of
common shares of the Company owned either beneficially or of record by each such
nominee and the length of time such shares have been so owned. No nominations
have been submitted by shareholders for the Annual Meeting.
The Board of Directors proposes the reelection at the Annual Meeting
of the following persons to terms which will expire in 2000:
<TABLE>
<CAPTION>
Director of Director of
the Company the Bank
Name Age (1) Position(s) held Since(2) Since
- - ---- ------- ---------------- ----------- -----------
<S> <C> <C> <C> <C>
Neal J. Caldwell 55 Director 1997 1989
Charles H. Durmis 36 Director 1997 1996
Robert C. Hamilton 56 Director, President and Chairman 1997 1982
Robert D. Mauch 48 Director 1997 1989
Douglas L. Randles 54 Director 1997 1992
- - -----------------------------
(1) As of September 1, 1999.
(2) Each director became a director of the Company in connection with the
conversion of the Bank from mutual to stock form and the formation of
the Company as the holding company for the Bank.
</TABLE>
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.
Neal J. Caldwell. Mr. Caldwell has practiced veterinary medicine in
Coshocton, Ohio, since 1972 and is an owner and operator of Coshocton Veterinary
Clinic.
Charles H. Durmis. Since 1994, Dr. Durmis has practiced general surgery
and has maintained an office in Coshocton, Ohio. From 1990 to 1994, Dr. Durmis
was a resident in general surgery at Brentwood Hospital in Warrensville Heights,
Ohio.
Robert C. Hamilton. Mr. Hamilton was employed by the Bank in 1981 as
the Secretary, the Treasurer and the managing officer and has served as the
President of the Bank since 1983. Mr. Hamilton has worked in banking for the
past 39 years.
Robert D. Mauch. Mr. Mauch, a Certified Public Accountant, has provided
accounting, payroll and tax counseling services through Robert D. Mauch, CPA,
Inc., located in Coshocton, Ohio, since 1988.
Douglas L. Randles. Mr. Randles is the President of L.W. Randles
Cheese, Inc., located in Warsaw, Ohio. Mr. Randles has been employed by L.W.
Randles Cheese, Inc., since 1969.
-4-
<PAGE> 7
MEETINGS OF DIRECTORS
The Board of Directors of the Company met seven times for regularly
scheduled and special meetings during the fiscal year ended June 30, 1999. The
Board of Directors of the Bank met twelve times for regularly scheduled and
special meetings during the fiscal year ended June 30, 1999.
COMMITTEES OF DIRECTORS
The Board of Directors of the Company has an Audit Committee. The
Company has no Compensation Committee and the entire Board of Directors serves
as a nominating committee.
The Audit Committee is comprised of Mr. Caldwell, Mr. Mauch and Mr.
Randles. The Audit Committee reviews audit reports and related matters to ensure
effective compliance with regulatory and internal policies and procedures. The
Audit Committee met once during the year ended June 30, 1999.
The Board of Directors of the Bank has Executive, Executive
Compensation, Compensation and Audit Committees. The entire Board of Directors
serves as a nominating committee.
The Executive Committee is comprised of Mr. Hamilton, Mr. Caldwell and
Mr. Mauch. The Executive Committee has all of the authority of the Board of
Directors, except with respect to certain matters that by statute may not be
delegated by the Board of Directors. The Executive Committee acts only in the
intervals between meetings of the full Board of Directors. It acts usually in
those cases where it is not feasible to convene a special meeting of the full
Board of Directors. The Executive Committee met once during the year ended June
30, 1999.
The Executive Compensation Committee is comprised of Mr. Caldwell, Mr.
Mauch and Mr. Randles. The Executive Compensation Committee determines the
compensation of Mr. Hamilton. The Executive Compensation Committee met once
during the year ended June 30, 1999.
The Compensation Committee is comprised of Mr. Hamilton, Mr. Caldwell
and Mr. Mauch. The function of the Compensation Committee is to determine
compensation for the Bank's employees, other than Mr. Hamilton, and to make
decisions regarding employee benefits and related matters. The Compensation
Committee met once during the year ended June 30, 1999.
The Audit Committee is comprised of Mr. Caldwell, Mr. Mauch and Mr.
Randles. The Audit Committee reviews audit reports and related matters to ensure
effective compliance with regulatory and internal policies and procedures. The
Audit Committee met once during the year ended June 30, 1999.
EXECUTIVE OFFICERS
Mr. Hamilton is the President and Chief Executive Officer of the
Company. Preston W. Bair serves as the Secretary, the Treasurer and the Chief
Financial Officer of the Company. Mr. Bair has served as Secretary and Treasurer
of the Bank since 1994. Prior to 1994, Mr. Bair, a Certified Public Accountant,
was a shareholder of Brott Mardis & Co., located in Akron, Ohio.
-5-
<PAGE> 8
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Bank to
Robert C. Hamilton, the President of the Company and the Bank, for the fiscal
years ended June 30, 1999, 1998 and 1997. No other executive officer of the
Company earned salary and bonus in excess of $100,000 during fiscal 1999.
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------------------------------------------------------------------------------
Annual Compensation (1) Long-Term Compensation
-----------------------------------------------------------------------------------
Awards Payouts
--------------------------------------------------
Name and principal Year Salary ($) Bonus ($) Restricted Stock Securities LTIP All Other
position Awards Underlying payoffs Compensation
($) Options/SARS ($) ($)
(#)
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert C. Hamilton 1999 $167,000 (2) $ 82,500 (3) $262,815 (4) 56,206 - $49,879(5)
President 1998 158,000 72,159 (6) - - $182,014 37,613(7)
1997 145,500 65,612 (8) - - - -
- - ----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Does not include amounts attributable to miscellaneous benefits. The cost to the Bank
of providing such miscellaneous benefits was less than 10% of Mr. Hamilton's total
salary and bonus.
(2) Includes directors' fees of $2,000.
(3) Consists of payments pursuant to the Profit Sharing Plan (hereinafter defined).
(4) On October 13, 1998, Mr. Hamilton was awarded 22,482 common shares pursuant to the
RRP. Mr. Hamilton paid no consideration for such shares. The award 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 13, 1999, assuming continued employment with, or service
on the Board of Directors of, the Company or the Bank. On October 13, 1998, the market
price of the shares awarded to Mr. Hamilton, determined by reference to the last trade
price for the company's shares on the Nasdaq SmallCap Market ("Nasdaq") on such date,
was $11.69 per share, and the aggregate market value of such shares was $262,815. At
June 30, 1999, the market price reported by Nasdaq and the aggregate market value of
the shares awarded to Mr. Hamilton, as adjusted to reflect a return of capital paid in
May 1999, was $210,769. In addition, dividends, the return of capital and other
distributions on such shares and earnings thereon will be distributed to Mr. Hamilton
according to the vesting schedule.
(5) Consists of the contribution to Mr. Hamilton's ESOP account.
(6) Consists of payments pursuant to the Profit Sharing Plan.
(7) Consists of the contribution to Mr. Hamilton's ESOP account.
(8) Consists of payments pursuant to the Profit Sharing Plan.
</TABLE>
EMPLOYMENT AGREEMENT
The Bank has entered into an employment agreement with Robert C.
Hamilton (the "Employment Agreement"), extended effective January 1, 1999. The
Employment Agreement provides for a term of three years and a salary of not
less than $165,000 and performance reviews by the Board of
-6-
<PAGE> 9
Directors not less often than annually, at which time the Employment Agreement
may be extended for a period of one year. The Employment Agreement also provides
for the inclusion of Mr. Hamilton in any formally established employee benefit,
bonus, pension, and profit-sharing plans for which senior management personnel
are eligible and for vacation and sick leave in accordance with the Bank's
prevailing policies.
The Employment Agreement is terminable by the Bank at any time. In
the event of termination by the Bank for "just cause," as defined in the
Employment Agreement, Mr. Hamilton will have no right to receive any
compensation or other benefits pursuant to the Employment Agreement for any
period after such termination. In the event of termination by the Bank other
than for just cause or in connection with a "change of control," as defined in
the Employment Agreement, Mr. Hamilton will be entitled to a continuation of
salary payments for a period of time equal to the remaining 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 the end of the term of the Employment Agreement or the
date on which Mr. Hamilton becomes employed full-time by another employer.
The Employment Agreement also contains provisions with respect to the
occurrence within one year of a "change of control" of (1) the termination of
Mr. Hamilton's employment for any reason other than just cause, retirement, or
termination at the end of the term of the Employment Agreement, or (2) a
constructive termination resulting from change in the capacity or
circumstances in which Mr. Hamilton is employed or a material reduction in his
responsibilities, authority, compensation, or other benefits provided under
the Employment Agreement without Mr. Hamilton's written consent. In the event
of any such occurrence, Mr. Hamilton will be entitled to payment of an amount
equal to three times Mr. Hamilton's annual compensation immediately preceding
the termination of his employment. In addition, Mr. Hamilton will be entitled
to continued coverage under the Bank's 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 that Mr. Hamilton may receive, however, is limited to an amount that
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. "Control," as
defined in the Employment Agreement, generally refers to the acquisition by
any person or entity of the ownership or power to vote 10% or more of the
voting stock of the Bank or the Company, the control of the election of a
majority of the directors of the Bank or the Company, or the exercise of a
controlling influence over the management or policies of the Bank or the
Company.
PENSION PLAN
The Bank maintains a defined benefit pension plan administered by the
Financial Institutions Retirement Fund (the "Pension Plan"). Employees become
eligible to participate in the Pension Plan following one year of service and
attainment of age 21. Participants must accrue 1,000 hours of service in each
calendar year in order to accrue benefits for that year. Participants become
100% vested upon completion of five years of service or upon reaching age 65.
Upon retirement, vested participants are entitled to annual benefits equal to
1% multiplied by the number of years for which the employee was a participant
in the Pension Plan, not to exceed 25 years, multiplied by the average of the
highest five consecutive years of the participant's annual salary.
The Bank's cost related to the Pension Plan is determined annually
according to actuarial computations. The Bank recognizes pension expense equal
to contributions made to the Pension Plan. Contributions of $83,483 and
$84,552 were made for the years ended June 30, 1998 and 1997. No contribution
was required in the year ended June 30, 1999.
-7-
<PAGE> 10
PROFIT SHARING PLAN
The Bank has a non-qualified profit sharing plan covering officers of
the Bank (the "Profit Sharing Plan"). Prior to July 1, 1996, the Bank's
contribution to the Profit Sharing Plan was based on the Bank's return on
average assets for the year then ended. Effective July 1, 1996, up to 10% of
pretax income, excluding nonrecurring items and extraordinary gains or losses
not related to operations and before deductions of awards under the Profit
Sharing Plan, will be contributed by the Bank annually. The total contribution
is allocated to the Bank's officers based upon percentages established by the
Board of Directors. No incentive awards are payable unless a minimum return on
assets is exceeded.
EQUITY APPRECIATION AGREEMENT
In 1994, the Bank entered into an agreement with Mr. Hamilton (the
"Equity Appreciation Agreement") which provides for the payment to Mr.
Hamilton of an amount equal to 5% of the Bank's increase in equity over a
five-year period ending June 30, 1998. Expense recorded relating to the Equity
Appreciation Agreement was $36,014 and $38,000 for the years ended June 30,
1998 and 1997, respectively. The Equity Appreciation Agreement was terminated
effective February 28, 1998, resulting in a payment of $182,014 to Mr.
Hamilton.
STOCK OPTION PLAN
At the 1998 Annual Meeting of the Shareholders of the Company, the
shareholders approved the Stock Option Plan. The Board of Directors of the
Company reserved 224,850 common shares for issuance by the Company upon the
exercise of options to be granted to certain directors, officers and employees
of the Company and the Bank from time to time under the Stock Option Plan.
Options to purchase 180,170 common shares of the Company have been awarded
pursuant to the Stock Option Plan.
The Stock Option Committee may grant options under the Stock Option
Plan at such times as they deem most beneficial to the Bank and the Company on
the basis of the individual participant's position and duties and the value of
the individual's services and responsibilities to the Bank and the Company.
Grants must be made in accordance with OTS regulations which provide that no
individual may receive options to purchase more than 25% of the shares that
are reserved for issuance under the Stock Option Plan and that directors who
are not employees of the Company or the Bank may not receive options to
purchase more than 5% of such shares individually or 30% in the aggregate.
-8-
<PAGE> 11
The following table sets forth information regarding all grants of
options to purchase common shares of the Company made to Mr. Hamilton during
the fiscal year ended June 30, 1999:
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year
Individual Grants
------------------------------------------------------------------------------------------
% of Total Options/
Number of Securities SARs Granted to
Underlying Options/ Employees in Fiscal Exercise or Base
Name SARs Granted (#) Year Ended 06/30/99 Price ($/Share) Expiration Date
- - ---- ---------------- ------------------- --------------- ---------------
<S> <C> <C> <C> <C>
Robert C. Hamilton 56,206 41.6% $7.69 (1) October 13, 2008
<FN>
- - ------------------
(1) As adjusted to reflect a $4.00 per share return of capital paid to shareholders in May 1999.
</TABLE>
The following table sets forth information regarding the number and
value of unexercised options held by Mr. Hamilton at June 30, 1999:
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Values
------------------------------------------------------------------------------------------------
Number of Securities Underlying Value of Unexercised
Shares Acquired Unexercised Options/SARs at In-the-Money Options/SARs
on Value 6/30/99 at 6/30/99 ($)(1)
Name Exercise (#) Realized Exercisable/Unexercisable Exercisable/Unexercisable
- - ---- --------------- -------- ------------------------------- -------------------------
<S> <C> <C> <C> <C>
Robert C. Hamilton -0- N/A -0-/56,206 $94,707
<FN>
- - ------------------
(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 $7.69
exercise price and the fair market value of the Company's common shares, which was
$9.375 on June 30, 1999, based on the last trade price reported by the Nasdaq Stock
Market.
</TABLE>
RECOGNITION AND RETENTION PLAN AND TRUST
At the 1998 Annual Meeting of the Shareholders of the Company, the
shareholders of the Company approved the RRP. With funds contributed by the
Bank, the RRP has purchased 89,930 shares of the Company. Awards entitling
recipients to 72,866 shares were awarded to directors, executive officers and
employees of the Company and the Bank during fiscal year 1999.
The RRP is administered by the RRP Committee. The RRP Committee may
make awards under the RRP to the officers and employees of the Company and the
Bank at such times as they deem most beneficial to the Company on the basis of
the individual participant's responsibility, tenure and future potential.
Grants must be made in accordance with OTS regulations, which provide that no
individual may be awarded more than 25% of the shares which are reserved for
issuance under the RRP and that directors who are not employees of the Company
or the Bank may not receive more than 5% of such shares individually or 30% in
the aggregate.
Unless the RRP Committee specifies a longer period of time, 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. Compensation expense in the amount of the fair market value of the RRP
shares is recognized as the shares are earned. Until shares awarded are earned
by the participant, such shares
-9-
<PAGE> 12
will be forfeited in the event that the participant ceases to be either a
director or an employee of the Company or the Bank, 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.
The shares, together with any cash dividends or distributions paid
thereon, will be distributed as soon as practicable after they are earned.
Shares that have been awarded but not yet earned are voted in the discretion
of the RRP Trustee appointed by the RRP Committee.
EMPLOYEE STOCK OWNERSHIP PLAN
The Company established the ESOP for the benefit of employees of the
Company and its subsidiaries, including the Bank, who are age 21 or older and
who have completed at least one year of service with the Company and its
subsidiaries. The ESOP purchased 179,860 common shares of the Company in
connection with mutual to stock conversion of the Bank. The purchase price was
financed with a loan from the Company to the ESOP. As the loan is repaid,
shares are allocated to the accounts of participating employees pro rata on
the basis of compensation. As of August 27, 1999, 35,041 of the common shares
held in the ESOP Trust had been allocated to the accounts of participants.
A committee appointed by the Board of Directors of the Company
administers the ESOP (the "ESOP Committee"). The common shares and other ESOP
assets are held by the Trustee. The ESOP Committee may instruct the ESOP
Trustee regarding investments of funds contributed to the ESOP. The ESOP
Trustee must vote all common shares of the Company held in the ESOP that are
allocated to the accounts of ESOP participants in accordance with the
instructions of such participants. Common shares held by the ESOP that are not
allocated to participants' accounts and allocated shares for which voting
instructions are not received will be voted by the ESOP Trustee in its sole
discretion.
DIRECTOR COMPENSATION
Each director of the Company receives $2,000 per year. Each director
of the Bank, except Mr. Hamilton, currently receives a retainer of $10,800 per
year and $500 per full Board of Directors meeting attended. Members of the
Bank's Executive Committee receive $250 per Executive Committee meeting
attended.
CERTAIN TRANSACTIONS WITH THE BANK
The Bank makes loans to executive officers and directors of the Bank
in the ordinary course of business and on the same terms and conditions,
including interest rates and collateral, as those generally available to the
Bank's customers. All outstanding loans to executive officers and directors
comply with such policy, do not involve more than the normal risk of
collectibility or present other unfavorable features and are current in their
payments.
-10-
<PAGE> 13
PROPOSAL TWO - RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected Crowe, Chizek as the auditors of
the Company for the current fiscal year and recommends that the shareholders
ratify the selection. Management expects that a representative of Crowe,
Chizek 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.
PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS
Any qualified shareholder of the Company who intends to submit a
proposal to the Company at the 2000 Annual Meeting of Shareholders (the "2000
Annual Meeting") must submit such proposal to the Company not later than May
18, 2000, to be considered for inclusion in the Company's Proxy Statement and
form of Proxy (the "Proxy Materials") relating to that meeting. If a
shareholder intends to present a proposal at the 2000 Annual Meeting of
Shareholders but has not sought the inclusion of such proposal in the
Company's Proxy Materials, and if such proposal is not received by the Company
prior to August 1, 2000, the Company's management proxies for the 2000 Annual
Meeting will be entitled to use their discretionary voting authority should
such proposal then be raised, without any discussion of the matter in the
Company's Proxy Materials.
Management knows of no other business which 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
which 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
Coshocton, Ohio Robert C. Hamilton,
September 7, 1999 President
-11-
<PAGE> 14
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
HOME LOAN FINANCIAL CORPORATION.
HOME LOAN FINANCIAL CORPORATION
1999 ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 12, 1999
The undersigned shareholder of Home Loan Financial Corporation ("HLFC")
hereby constitutes and appoints Robert C. Hamilton and Neal J. Caldwell, or
either one of them, as the Proxy or Proxies of the undersigned with full power
of substitution and resubstitution, to vote at the Annual Meeting of
Shareholders of HLFC to be held at the main office of HLFC, 401 Main Street,
Coshocton, Ohio 43812, on October 12, 1999, at 4:30 p.m. local time (the "Annual
Meeting"), all of the shares of HLFC which 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 terms expiring in 2000:
FOR all nominees WITHHOLD authority to
[ ] listed below [ ] vote for all nominees
(except as marked to the listed below:
contrary below):
Neal J. Caldwell Charles H. Durmis Robert C. Hamilton Robert D. Mauch
Douglas L. Randles
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below).
________________________________________________________________________________
IMPORTANT: PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.
<PAGE> 15
2. The ratification of the selection of Crowe, Chizek & Company as the
auditors of HLFC 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.
The Board of Directors recommends a vote "FOR" the nominees and the
proposals listed above.
This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. Unless otherwise specified, the
shares will be voted FOR proposals 1 and 2.
All Proxies previously given by the undersigned are hereby revoked.
Receipt of the Notice of the 1999 Annual Meeting of Shareholders of HLFC and of
the accompanying Proxy Statement is hereby acknowledged.
Please sign exactly as your name appears on your Stock Certificate(s).
Executors, Administrators, Trustees, Guardians, Attorneys and Agents should give
their full titles.
____________________________ ______________________________
Signature Signature
____________________________ _______________________________
Print or Type Name Print or Type Name
Dated: _____________________ Dated: _______________________
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED FOR MAILING IN THE U.S.A.
