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 0-11.
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 0-11 (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 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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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:
HOME LOAN FINANCIAL CORPORATION
401 MAIN STREET
COSHOCTON, OHIO 43812-1580
(740) 622-0444
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 2002 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 43812, on October 8, 2002, at 4:30 p.m., local time
(the "Annual Meeting"), for the following purposes:
1. To elect five directors of the Company for terms expiring in
2003;
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 26, 2002, will be entitled 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 5, 2002 Chairman
HOME LOAN FINANCIAL CORPORATION
401 MAIN STREET
COSHOCTON, OHIO 43812-1580
(740) 622-0444
PROXY STATEMENT
PROXIES
The Board of Directors of Home Loan Financial Corporation (the
"Company") is soliciting proxies in the form accompanying this Proxy Statement
for use at the 2002 Annual Meeting of Shareholders of the Company to be held at
the offices of the Company at 401 Main Street, Coshocton, Ohio 43812 on October
8, 2002, at 4:30 p.m., local time, and at any adjournments thereof (the "Annual
Meeting"). Only shareholders of record as of the close of business on August 26,
2002 (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. As
of the Voting Record Date, there were 1,629,062 votes entitled to be cast at the
Annual Meeting.
Without affecting any vote previously taken, a 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, by itself, revoke a proxy.
Each properly executed Proxy that is received prior to the Annual
Meeting and is not revoked will be voted as specified or, in the absence of
specific instructions to the contrary, will be voted:
FOR the reelection of Neal J. Caldwell, Robert C. Hamilton, Robert D.
Mauch, Douglas L. Randles and Marion M. Sutton as directors of the
Company for terms expiring in 2003; 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.
This Proxy Statement is first being mailed to shareholders of the
Company on or about September 5, 2002.
VOTE REQUIRED
Under 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 is specified, 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,
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.
OWNERSHIP OF THE COMPANY'S SHARES
The following table sets forth certain information about the only
person, other than directors and executive officers of the Company, known to the
Company to own beneficially more than five percent of the Company's outstanding
common shares as of August 26, 2002:
Amount and nature of Percentage of
Name and Address Beneficial Ownership Shares Outstanding
- ---------------- -------------------- ------------------
Home Loan Financial Corporation Employee
Stock Ownership Plan
1201 Broadway 247,746 (1) 15.21%
Quincy, Illinois 62301
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(1) First Bankers Trust Company, N.A. is 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 26, 2002, 120,781 shares have been allocated to
the accounts of ESOP participants and 126,965 shares remained
unallocated.
2
The following table sets forth information about 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 26, 2002:
Amount and nature of Percentage of
Name and Address (1) Beneficial Ownership (2) Shares Outstanding
- -------------------- ------------------------ ------------------
Neal J. Caldwell 46,588 (3) 2.85%
Charles H. Durmis 39,441 (4) 2.41
Robert C. Hamilton 122,394 (5) 7.36
Robert D. Mauch 70,653 (6) 4.31
Douglas L. Randles 47,192 (7) 2.88
Marion M. Sutton 2,000 .12
Current directors and executive officers
of the Company as a group (6 people) 325,706 (8) 19.28%
- ----------------------------
(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, 2002 and 5,992 shares that
may be acquired upon the exercise of options.
(4) Dr. Durmis resigned from the board effective June 30, 2002. Includes
15,000 shares as to which Dr. Durmis shares voting and investment power
and 6,744 shares that may be acquired upon the exercise of options.
(5) Includes 20,300 shares as to which Mr. Hamilton shares voting and
investment power, 24,145 shares allocated to Mr. Hamilton's ESOP
account, 4,497 shares held in the RRP to be distributed to Mr. Hamilton
on October 13, 2002 and 33,464 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, 2002, 8,992 shares that may be acquired upon the exercise
of options and 43,414 shares held as Trustee of the RRP. The 43,414
shares held as RRP Trustee includes the shares to be distributed to
directors and executive officers on October 13, 2002
(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, 2002 and 8,992 shares that may be acquired upon
the exercise of options.
(8) Other than the shares specifically listed in the table, includes 14,853
shares allocated to another executive officer's ESOP account, 3,200
shares that may be acquired upon the exercise of options by such
executive officer and 1,420 shares held in the RRP to be distributed to
such executive officer on October 13, 2002. 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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PROPOSAL ONE - ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
The Code of Regulations of the Company provides for a Board of
Directors consisting of five persons. The Board of Directors proposes the
reelection at the Annual Meeting of the following persons for terms that will
expire in 2003:
Director of Director of
the Company the Bank
Name Age Position(s) Held Since (1) Since
- ---- --- ---------------- ------------- --------
Neal J. Caldwell 58 Director 1997 1989
Robert C. Hamilton 59 Director, President and Chairman 1997 1982
Robert D. Mauch 51 Director 1997 1989
Douglas L. Randles 57 Director 1997 1992
Marion M. Sutton 58 Director 2002 2002
- -----------------------------
(1) Messrs. Caldwell, Hamilton, Mauch and Randles became directors 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 in 1997. Ms. Sutton became a director in 2002 upon the
resignation of Charles H. Durmis.
Neal J. Caldwell. Mr. Caldwell has practiced veterinary medicine in
Coshocton, Ohio, since 1972 and is an owner and operator of Coshocton Veterinary
Clinic.
Robert C. Hamilton. Mr. Hamilton was employed by the Bank in 1981 as
the Secretary, Treasurer and managing officer and has served as the President of
the Bank since 1983. Mr. Hamilton has worked in banking for over 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 since 1969.
Marion M. Sutton. Ms. Sutton has served as Chairman of the Board of
Jones Metal Products Company in West Lafayette, Ohio since 2001. Previously, she
served as Vice Chairman of Jones Metal from 1995 to 2001. Ms. Sutton was
appointed to the Board of Directors of the Company in July 2002 to fill the
unexpired term of Charles H. Durmis, who resigned as director.
If any nominee is unable to stand for election, any Proxies granting
authority to vote for such nominee will be voted for the substitute that the
Board of Directors recommends.
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
who is entitled to vote for directors.
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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 the 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 the
shares have been owned. No nominations have been submitted by shareholders for
the Annual Meeting.
MEETINGS OF DIRECTORS
The Board of Directors of the Company met eight times for regularly
scheduled and special meetings during the fiscal year ended June 30, 2002. The
Board of Directors of the Bank met twelve times for regularly scheduled and
special meetings during the fiscal year ended June 30, 2002.
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 four times during the year ended June 30, 2002.
The Board of Directors of the Bank has an Executive Committee, an
Executive Compensation Committee, a Compensation Committee and an Audit
Committee. 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 law 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, 2002.
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 twice
during the year ended June 30, 2002.
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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, 2002.
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, 2002.
DIRECTOR COMPENSATION
Each director of the Company receives $2,000 per year in fees. Each
director of the Bank, except Mr. Hamilton, receives a retainer of $11,400 per
year and $550 for each full Board of Directors meeting attended. Members of the
Bank's Executive Committee receive $260 for each Executive Committee meeting
attended.
EXECUTIVE OFFICERS AND COMPENSATION
Mr. Hamilton is the President and Chief Executive Officer of the
Company. Preston W. Bair, age 39, serves as the Secretary, Treasurer and 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., an accounting firm located in Akron,
Ohio.
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, 2002, 2001 and 2000. No other executive officer of the
Company earned salary and bonus in excess of $100,000 during the 2002 fiscal
year.
SUMMARY COMPENSATION TABLE
--------------------------
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Annual Compensation (1)
- ---------------------------------------------------------------------
Name and principal Year Salary ($) Bonus ($)(2) All other
position compensation ($)
- --------------------------------------------------------------------------------------------
Robert C. Hamilton 2002 $172,000 (3) $85,000 $27,628 (4)
President 2001 172,000 (3) 85,000 30,399 (4)
2000 169,500 (3) 82,500 33,882 (4)
- ---------------------------------------------------------------------------------------------
Footnotes on next page.
6
(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.
(3) Includes directors' fees of $2,000.
(4) Consists of the contribution to Mr. Hamilton's ESOP account.
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, 2002. 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 base salary
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.
PENSION PLAN
Effective September 1, 2000, the Bank terminated its defined benefit
pension plan that was administered by the Financial Institutions Retirement Fund
(the "Pension Plan"). Employees who were vested participants in the Pension Plan
prior to its termination are entitled upon retirement 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
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of the highest five consecutive years of the participant's annual salary prior
to termination of the plan.
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 224,825 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 182,498 common shares of the Company have been awarded under
the Stock Option Plan.
The following table sets forth information regarding the number and
value of unexercised options held by Mr. Hamilton at June 30, 2002:
Aggregated option exercises in last fiscal year and fiscal year-end values
----------------------------------------------------------------------------
Number of securities underlying Value of unexercised
Shares unexercised options at in-the-money options at
acquired on Value 6/30/02 6/30/02 ($)(1)
Name exercise (#) realized exercisable/unexercisable exercisable/unexercisable
- ---- --------------- ------------- -------------------------------- --------------------------
Robert C. Hamilton 11,500 $33,545 22,224/22,482 $114,676/$116,007
- -------------------------
(1) The value of the options was determined by multiplying the number of
"in-the-money" options by the difference between the $7.69 option
exercise price and the fair market value of a share of the Company's
stock, which was $12.85 on June 30, 2002, based on the closing bid
price reported by The Nasdaq Stock Market.
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. The RRP purchased 89,930 shares of
the Company. Since October 13, 1998, a total of 75,068 shares have been awarded
to directors, executive officers, and employees of the Company and the Bank. The
awards have a five year vesting schedule.
8
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. In 1998, the ESOP purchased 179,860 common shares of the Company
in connection with the 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 26, 2002, 120,781 of the common
shares held by the ESOP had been allocated to the accounts of participants.
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.
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.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors of the Company is
comprised of three directors, all of whom are considered "independent" under
Rule 4200(a)(14) of the National Association of Securities Dealers' listing
standards. The Audit Committee is responsible for overseeing the Company's
accounting functions and controls, as well as recommending to the Board of
Directors an accounting firm to audit the Company's financial statements. The
Audit Committee has adopted a written charter to set forth its responsibilities
(the "Charter").
As required by the Charter, the Audit Committee received and reviewed
the report of Crowe Chizek regarding the results of their audit, as well as the
written disclosures and the letter from Crowe Chizek required by Independence
Standards Board Standard No. 1. The Audit Committee determined that the
provision by Crowe Chizek of the services discussed under the heading ALL OTHER
FEES below is compatible with maintaining Crowe Chizek's independence. The Audit
Committee reviewed and discussed the audited financial statements with the
management of the Company. A representative of Crowe Chizek also discussed with
the Audit Committee the independence of Crowe Chizek from the Company, as well
as the matters
9
required to be discussed by Statement of Auditing Standards 61. Discussions
between the Audit Committee and the representative of Crowe Chizek included the
following:
- Crowe Chizek's responsibilities in accordance with generally accepted
auditing standards
- The initial selection of, and whether there were any changes in,
significant accounting policies or their application
- Management's judgments and accounting estimates
- Whether there were any significant audit adjustments
- Whether there were any disagreements with management
- Whether there was any consultation with other accountants
- Whether there were any major issues discussed with management prior to
Crowe Chizek's retention
- Whether Crowe Chizek encountered any difficulties in performing the
audit
- Crowe Chizek's judgments about the quality of the Company's accounting
principles
- Crowe Chizek's responsibilities for information prepared by management
that is included in documents containing audited financial statements
Based on its review of the financial statements and its discussions
with management and the representative of Crowe Chizek, the Audit Committee did
not become aware of any material misstatements or omissions in the financial
statements. Accordingly, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in the Annual Report
on Form 10-KSB for the year ended June 30, 2002, to be filed with the SEC.
Neal J. Caldwell
Robert D. Mauch
Douglas L. Randles
AUDIT FEES
During the fiscal year ended June 30, 2002, Crowe Chizek billed the
Company $44,000 in fees for professional services in connection with the audit
of the Company's annual financial statements and the review of financial
statements included in the Company's Forms 10-QSB.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
During the 2002 fiscal year, the Company did not incur fees for
professional accounting services to design, implement or manage, hardware or
software that collects or generates information significant to the Company's
financial statements.
10
ALL OTHER FEES
During fiscal year 2002, Crowe Chizek billed the Company $12,200 in
fees for services rendered by Crowe Chizek for all accounting services other
than the services discussed under the headings AUDIT FEES and FINANCIAL
INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES above.
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 2003 Annual Meeting of
Shareholders, the proposal must be received by the Company no later than May 8,
2003. If a shareholder intends to present a proposal at the 2003 Annual Meeting
of Shareholders but the Company does not receive notice of the proposal until
after May 8, 2003, 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 22, 2003, however, and the Company does not
address the proposal in the proxy statement, the Company's management proxies
for the 2003 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
22, 2003, 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.
YOUR VOTE IS IMPORTANT. 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
August 29, 2002 Chairman
11
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
HOME LOAN FINANCIAL CORPORATION
HOME LOAN FINANCIAL CORPORATION
2002 ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 8, 2002
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 8, 2002, 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 2003:
[ ] FOR all nominees [ ] WITHHOLD authority to
listed below vote for all nominees
(except as marked to the listed below:
contrary below):
Neal J. Caldwell Robert C. Hamilton Robert D. Mauch Douglas L. Randles Marion M.
Sutton
(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.
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
proposal 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 2002 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: _______________________
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED FOR MAILING IN THE U.S.A.