<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:
[ ] 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 Section 240.14a-11(c) or
Section 240.14a-12
HOME LOAN FINANCIAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<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 2000 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 10, 2000, 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
2001;
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 28, 2000, 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. Giving 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 6, 2000 Chairman
<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 2000
Annual Meeting of Shareholders of the Company to be held at the offices of the
Company at 401 Main Street, Coshocton, Ohio, on October 10, 2000, 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 2001; 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 28,
2000 (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
1,882,093 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 11, 2000.
<PAGE> 4
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
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 regarding 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 28, 2000:
<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 239,314 (1) 12.72%
1201 Broadway
Quincy, Illinois 62301
</TABLE>
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(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 28, 2000, 62,589
shares had been allocated to the accounts of ESOP participants.
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<PAGE> 5
The following table sets forth certain information regarding 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 28,
2000:
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name and Address (1) Beneficial Ownership (2) Shares Outstanding
-------------------- ------------------------ ------------------
<S> <C> <C>
Neal J. Caldwell 40,294 (3) 2.14%
Charles H. Durmis 36,294 (4) 1.92
Robert C. Hamilton 79,646 (5) 4.18
Robert D. Mauch 96,303 (6) 5.10
Douglas L. Randles 40,898 (7) 2.17
All directors and executive officers of the
Company as a group (6 people) 331,127 (8) 17.17
</TABLE>
----------------------------
(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, 2000, and 4,496 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, 2000, and 4,496 shares that may be acquired upon
the exercise of options.
(5) Includes 19,300 shares as to which Mr. Hamilton shares voting and
investment power, 13,872 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, 2000, and 22,482 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, 2000, 4,496 shares that may be acquired upon the exercise
of options, and 75,358 shares held as Trustee of the RRP. The 75,358
shares held as RRP Trustee includes the shares to be distributed to
directors and executive officers on October 13, 2000.
(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, 2000, and 4,496 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, 8,065 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, 2000, and 6,400
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.
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<PAGE> 6
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 must be submitted
in writing to the 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 for 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 the
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 2001:
<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 56 Director 1997 1989
Charles H. Durmis 37 Director 1997 1996
Robert C. Hamilton 57 Director, President and Chairman 1997 1982
Robert D. Mauch 49 Director 1997 1989
Douglas L. Randles 55 Director 1997 1992
</TABLE>
-----------------------------
(1) As of September 1, 2000.
(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.
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.
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<PAGE> 7
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 40 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.
MEETINGS OF DIRECTORS
The Board of Directors of the Company met ten times for regularly
scheduled and special meetings during the fiscal year ended June 30, 2000. The
Board of Directors of the Bank met twelve times for regularly scheduled and
special meetings during the fiscal year ended June 30, 2000.
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. Durmis, 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 twice during the year ended June 30, 2000.
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 for certain matters that by statute may not be delegated by
the Board of Directors. The Executive Committee meets regularly before each
meeting of the Board of Directors and may act in those cases where it is not
feasible to convene a special meeting of the full Board of Directors. The
Executive Committee met twelve times during the year ended June 30, 2000.
The Executive Compensation Committee is comprised of Mr. Caldwell, Mr.
Durmis, Mr. Mauch and Mr. Randles. The Executive Compensation Committee
determines the compensation of Mr. Hamilton. The Executive Compensation
Committee met twice during the year ended June 30, 2000.
-5-
<PAGE> 8
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 twice during the year ended June 30, 2000.
The Audit Committee is comprised of Mr. Caldwell, Mr. Durmis, 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, 2000.
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.
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, 2000, 1999 and 1998. No other executive officer of the
Company earned salary and bonus in excess of $100,000 during fiscal 2000.
Summary Compensation Table
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Annual Compensation (1) Long-Term Compensation
----------------------------------------------------------------------------------
Awards Payouts
---------------------------------------------------------------------------------------------------------------------------
Name and Year Salary ($) Bonus ($)(2) Restricted Stock Securities Underlying LTIP All Other
principal Awards Options/SARS Payoffs Compensation
position ($) (#) ($) ($)
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert C. Hamilton 2000 $169,500 (3) $82,500 -- -- -- $33,882 (4)
President 1999 167,000 (3) 82,500 262,815 (5) 56,206 -- 49,879 (4)
1998 158,000 (3) 72,159 -- -- $182,014(6) 37,613 (4)
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(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) Consists of payments pursuant to the Profit Sharing Plan (hereinafter
defined).
(3) Includes directors' fees of $2,000.
(Footnotes continued on next page)
-6-
<PAGE> 9
(4) Consists of the contribution to Mr. Hamilton's ESOP account.
(5) 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 based on 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, 2000, the market price for a Company share was
$6.75, as reported by Nasdaq, and the aggregate market value of the
shares awarded to Mr. Hamilton was $151,754. 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.
(6) In 1994, the Bank entered into an agreement with Mr. Hamilton (the
"Equity Appreciation Agreement") which provided 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 for the year ended June
30, 1998. The Equity Appreciation Agreement was terminated effective
February 28, 1998, resulting in a payment of $182,014 to Mr. Hamilton.
EMPLOYMENT AGREEMENT
The Bank has an employment agreement with Robert C. Hamilton (the
"Employment Agreement"). The Employment Agreement provides for a term of three
years, a salary of not less than $170,000 and performance reviews by the Board
of Directors not less often than annually, at which time the Employment
Agreement may be extended for a period of one year. The Employment Agreement was
extended January 1, 2000. 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.
Under certain conditions set forth in the Employment Agreement, if Mr.
Hamilton's employment is terminated within one year of a "change of control," he
will be entitled to payment of an amount equal to three times his 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
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<PAGE> 10
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.
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 $17,888 and $83,483
were made for the years ended June 30, 2000 and 1998. No contribution was
required in the year ended June 30, 1999.
On August 8, 2000, the Board of Directors of the Bank voted to
terminate the Pension Plan effective September 1, 2000.
PROFIT SHARING PLAN
The Bank has a non-qualified profit sharing plan covering officers of
the Bank (the "Profit Sharing Plan"). Up to 10% of pretax income, excluding
nonrecurring items and extraordinary gains or losses not related to operations
and before deductions of awards under the Profit Sharing Plan, will be
contributed by the Bank annually, if a specified return on assets is achieved
for the year. The total contribution is allocated to the Bank's officers based
upon percentages established by the Board of Directors.
STOCK OPTION PLAN
At the 1998 Annual Meeting of the Shareholders of the Company, the
shareholders approved the Stock Option Plan. The Board of Directors of the
Company reserved 224,850 common shares for issuance by the Company upon the
exercise of options to be granted to certain directors, officers and employees
of the Company and the Bank from time to time under the Stock Option Plan.
Options to purchase 180,170 common shares of the Company have been awarded
pursuant to the Stock Option Plan.
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<PAGE> 11
The following table sets forth information regarding the number and
value of unexercised options held by Mr. Hamilton at June 30, 2000:
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Values
----------------------------------------------------------------------------------------------
Number of Securities Underlying Value of Unexercised
Shares Unexercised Options/SARs In-the-Money Options/SARs
Acquired on Value at 6/30/00 at 6/30/00 ($)(1)
Name Exercise (#) Realized Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------ -------- ------------------------------- -------------------------
<S> <C> <C> <C> <C>
Robert C. Hamilton -0- N/A 11,241/44,965 N/A
</TABLE>
-------------------------
(1) On June 30, 2000, the fair market value of the unexercised options did
not exceed the $7.69 exercise price of the options.
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 4,000 shares were awarded to two new employees of the Bank during
fiscal year 2000. As of June 30, 2000, a total of 76,866 shares have been
awarded to directors, executive officers, and employees of the Company and the
Bank. The awards have a five year vesting schedule.
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 28, 2000, 62,589 of the common shares held in the
ESOP Trust had been allocated to the accounts of participants.
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
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<PAGE> 12
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.
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
In order for a shareholder proposal to be eligible to be included in
the proxy statement and form of proxy for the 2001 Annual Meeting of
Shareholders, the proposal must be received by the Company no later than May 14,
2001. If a shareholder intends to present a proposal at the 2001 Annual Meeting
of Shareholders but the Company does not receive notice of the proposal until
after May 14, 2001, the Company is not required to include the proposal in the
proxy statement or form of proxy. If the shareholder gives notice of such a
proposal to the Company before July 28, 2001, however, and the Company does not
address the proposal in the proxy statement, the Company's management proxies
for the 2001 Annual Meeting will not confer discretionary authority to vote upon
the proposal. If the Company does not have notice of such a proposal before July
28, 2001, the Company's management proxies will confer discretionary authority
to vote upon the proposal without addressing the proposal in the proxy
statement.
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 6, 2000 Chairman
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<PAGE> 13
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF HOME
LOAN FINANCIAL CORPORATION.
HOME LOAN FINANCIAL CORPORATION
2000 ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 10, 2000
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 10, 2000, 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 2001:
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).
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IMPORTANT: PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.
<PAGE> 14
2. The ratification of the selection of Crowe, Chizek and Company LLP 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 2000 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.
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Signature Signature
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Print or Type Name Print or Type Name
Dated: Dated:
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PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED FOR MAILING IN THE U.S.A.
