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
------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
_________________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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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 2004 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 12, 2004, at 4:30 p.m., local time (the
"Annual Meeting"), for the following purposes:
1. To elect three directors of the Company for terms expiring in
2006; and
2. 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 27, 2004, 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 7, 2004 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 2004 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 12, 2004, 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 27, 2004 (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 1,688,907 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, Kyle R. Hamilton and Douglas L.
Randles as directors of the Company for terms expiring in 2006.
Proxies may be solicited by the directors, officers and other employees of
the Company or 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 and form of proxy are first being mailed to
shareholders of the Company on or about September 10, 2004.
1
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 beneficially own more than five percent of the Company's outstanding common
shares as of the Voting Record Date:
Percentage of
Name and address Number of shares shares outstanding
---------------- ---------------- ------------------
Home Loan Financial
Corporation Employee
Stock Ownership Plan 254,731 (1) 15.08%
1201 Broadway
Quincy, Illinois 62301
- -----------------------
(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 the Voting Record Date, 181,920 shares have been allocated
to the accounts of ESOP participants and 72,811 shares remained
unallocated.
The following table sets forth information about the number of common
shares of the Company beneficially owned by all directors and executive officers
of the Company as of the Voting Record Date:
Percentage of
Name (1) Number of shares(2) shares outstanding
-------- ------------------- ------------------
Neal J. Caldwell 49,737(3) 2.94%
Kyle R. Hamilton 48,825(4) 2.90
Robert C. Hamilton 148,928(5) 8.78
Robert D. Mauch 35,684(6) 2.11
Douglas L. Randles 50,341(7) 2.97
Marion M. Sutton 2,000 .12
Preston W. Bair 57,089(8) 3.80
Current directors and executive officers
of the Company as a group (7 people) 392,604(9) 23.09%
- ----------------------------
(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.
(4) Includes 100 shares as to which Mr. Hamilton shares voting and investment
power and 17,065 shares allocated to his ESOP account.
(footnotes continued on next page)
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(5) Includes 20,300 shares as to which Mr. Hamilton shares voting and
investment power, 34,940 shares allocated to his ESOP account and 8,206
shares that he may acquire upon the exercise of options.
(6) Includes 550 shares as to which Mr. Mauch shares voting and investment
power and 15,663 shares held as Trustee of the Home Loan Financial
Corporation Recognition and Retention Plan (the "RRP").
(7) Includes 16,079 shares as to which Mr. Randles shares voting and
investment power and 3,541 shares that may be acquired upon the exercise
of options.
(8) Includes 21,829 shares allocated to Mr. Bair's ESOP account.
(9) Includes 11,747 shares that may be acquired upon the exercise of options.
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and executive officers to file reports of changes of
ownership with the Securities and Exchange Commission. Based upon the Company's
review of ownership reports prepared by the Company and written representations
made by the Company's directors and executive officers, the Company believes
that all Section 16(a) filing requirements were met, except Mr. Mauch filed a
late Form 4 reporting an exercise of stock options.
ELECTION OF DIRECTORS
The Board of Directors proposes the reelection at the Annual Meeting of
the following persons for terms that will expire in 2006:
Director of Director of
the Company the Bank
Name Age Position(s) held since since
- ------------------ --- ---------------- ----------- -----------
Neal J. Caldwell 60 Director 1997 1989
Director and Vice
Kyle R. Hamilton 33 President 2003 2002
Douglas L. Randles 59 Director 1997 1992
Neal J. Caldwell. Mr. Caldwell has practiced veterinary medicine in
Coshocton, Ohio, since 1972 and was an owner of Coshocton Veterinary Clinic
until 2004. Currently, Mr. Caldwell owns a veterinary consulting practice.
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.
Kyle R. Hamilton. Mr. Kyle Hamilton has been employed by the Bank since
1993. Currently, he is the Vice President of the Company and the Executive Vice
President and a director of the Bank, positions he has held since October 2002.
Mr. Kyle Hamilton also serves as the President of Home Loan Financial Services,
Inc., a wholly-owned subsidiary of the Company that sells life insurance and
other investment products. Previously, Mr. Kyle Hamilton
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served as Vice President and Director of Loan Administration of the Bank from
October 1998 until October 2002. Mr. Kyle Hamilton is the son of Robert C.
Hamilton.
The Board currently has six members, divided into two classes. As
described in more detail below, the Nominating Committee of the Company's Board
of Directors receives and evaluates recommendations for potential Board members
and proposes a slate of potential nominees to the Board of Directors. Nominees
for election as directors may be proposed only by the directors or by a
shareholder who is entitled to vote for directors. A shareholder nomination must
be submitted in writing to the Secretary of the Company: (1) for an annual
meeting of shareholders, not later than the sixtieth day before the first
anniversary of the most recent annual meeting and (2) for a special meeting of
shareholders, 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 were
submitted by shareholders for this Annual Meeting.
The three 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 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 re-election of the three nominees
specified on the proxy.
If any of the three nominees is unable to stand for election, any Proxies
granting authority to vote for such nominee will be voted for a substitute that
the Board of Directors recommends.
The Company encourages all directors to attend the Annual Meeting. All of
the Company's directors attended the 2003 annual meeting of shareholders.
INCUMBENT DIRECTORS
The following directors will continue to serve after the Annual Meeting
for the term indicated:
Director of Director of
Term the Company the Bank
Name Age Position(s) held expires since since
- ------------------ --- ---------------- ------- ----------- -----------
Robert C. Hamilton 61 Director,
President and
Chairman 2005 1997 1982
Robert D. Mauch 53 Director 2005 1997 1989
Marion M. Sutton 60 Director 2005 2002 2002
4
Robert C. Hamilton. Mr. Robert 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. Robert Hamilton has worked in banking for over 40
years. Mr. Robert Hamilton is the father of Kyle R. Hamilton.
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.
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.
BOARD MEETINGS, COMMITTEES AND COMPENSATION
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, 2004. The
Board of Directors of the Bank met thirteen times for regularly scheduled and
special meetings during the fiscal year ended June 30, 2004. Each director
attended at least 75% of the aggregate total meetings of the Board of Directors
of the Company and the meetings of the committees on which such director served
during the last fiscal year.
COMMITTEES OF DIRECTORS
The Board of Directors of the Company has an Audit Committee, a
description of which is contained under the heading AUDIT COMMITTEE REPORT
below, and a Nominating Committee. The Company does not have a compensation
committee.
The Nominating Committee of the Company is responsible for receiving and
evaluating recommendations for potential Board members and recommending to the
Board a slate of nominees to be elected by shareholders. In selecting nominees,
the Nominating Committee considers first whether current Board members are
willing to be re-elected and, if a new nominee is needed, the skills and
experience desired in a new director, such as community involvement, business
development expertise or financial expertise. Any nominee for election to the
Board should possess the highest personal values, judgment and integrity and
have an understanding of the regulatory and policy environment in which the
Company operates. The Nominating Committee evaluates nominations properly
submitted by shareholders on the same basis that it considers nominations
submitted by directors. The Nominating Committee has adopted a written charter
to set forth its responsibilities, a copy of which is attached to this proxy
statement as Exhibit A. The members of the Nominating Committee, all of whom are
independent, are Mr. Caldwell, Mr. Mauch, Mr. Randles and Ms. Sutton.
The Board of Directors of the Bank has an Executive Committee, an
Executive Compensation Committee, a Compensation Committee and an Audit
Committee.
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The Executive Committee is comprised of Mr. Robert 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, 2004.
The Executive Compensation Committee is comprised of Mr. Caldwell, Mr.
Mauch, Mr. Randles and Ms. Sutton. The Executive Compensation Committee
determines the compensation of Mr. Robert Hamilton. The Executive Compensation
Committee met once during the year ended June 30, 2004.
The Compensation Committee is comprised of Mr. Robert Hamilton, Mr.
Caldwell and Mr. Mauch. The function of the Compensation Committee is to
determine compensation for the Bank's employees, other than Mr. Robert Hamilton,
and to make decisions regarding employee benefits and related matters. The
Compensation Committee met once during the year ended June 30, 2004.
DIRECTOR COMPENSATION
Each director of the Company receives $2,000 per year in fees. Each
director of the Bank, except Mr. Robert Hamilton and Mr. Kyle 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, except Mr. Robert Hamilton,
also receive $260 for each Executive Committee meeting attended.
6
EXECUTIVE OFFICERS AND COMPENSATION
Mr. Robert Hamilton is the President and Chief Executive Officer of the
Company and Mr. Kyle Hamilton is the Vice President of the Company. Preston W.
Bair, age 41, 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 for the fiscal years
ended June 30, 2004, 2003 and 2002 by the Bank to each of the executive officers
of the Company who earned a salary and bonus in excess of $100,000 during the
2004 fiscal year (the "Named Executive Officers").
Summary Compensation Table
Name and principal Annual Compensation (1)
position Year Salary ($) Bonus ($)(3) All other compensation ($)(4)
- --------------------- ---- ---------- ------------ -----------------------------
Robert C. Hamilton 2004 $172,000(2) $ 85,000 $25,586
President 2003 172,000(2) 85,000 28,189
2002 172,000(2) 85,000 27,628
Kyle R. Hamilton 2004 $ 80,562(5) $ 26,600 $17,193
Vice President 2003 68,603(6) 26,496 16,700
2002 58,390(7) 24,883 16,682
Preston W. Bair 2004 $ 75,700 $ 26,320 $17,380
Secretary/Treasurer 2003 74,600 24,508 17,806
2002 73,000 24,364 19,488
(1) Does not include amounts attributable to miscellaneous benefits. The cost
to the Bank of providing such miscellaneous benefits was less than 10% of
such executive's total salary and bonus.
(2) Includes directors' fees of $2,000.
(3) Consists of payments pursuant to the Profit Sharing Plan.
(4) Consists of contributions to the ESOP account.
(5) Includes directors' fees of $1,833 and a loan officer incentive of $729.
(6) Includes a loan officer incentive of $603.
(7) Includes a loan officer incentive of $1,390.
7
EMPLOYMENT AGREEMENTS
The Bank has an employment agreement with each of Robert C. Hamilton (the
"President's Employment Agreement") and Kyle R. Hamilton (the "Vice President's
Employment Agreement") (collectively, the "Employment Agreements"). The
President's Employment Agreement provides for a term of three years and a salary
of not less than $170,000. The Vice President's Employment Agreement provides
for a term of one year and a salary of not less than $80,000. Both Employment
Agreements provide for performance reviews by the Board of Directors, at which
time the Employment Agreements may be extended for a period of one year. The
President's Employment Agreement was extended effective January 1, 2004, and the
Vice President's Employment Agreement became effective January 1, 2004. The
Employment Agreements also provide for the inclusion of the employees 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 Agreements are terminable by the Bank at any time. In the
event of termination by the Bank for "just cause," as defined in the Employment
Agreements, there is no right to receive any compensation or other benefits
pursuant to the Employment Agreements for any period after such termination. In
the event of termination of employment by the Bank other than for just cause or
in connection with a "change of control," as defined in the Employment
Agreements, the employee will be entitled to a continuation of salary payments
for a period of time equal to the remaining term of his respective 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 the
employee becomes employed full-time by another employer.
Under certain conditions set forth in the Employment Agreements, if
employment is terminated within one year of a "change of control," Mr. Robert
Hamilton will be entitled to payment of an amount equal to three times his base
salary immediately preceding the termination of his employment, and Mr. Kyle
Hamilton will be entitled to payment of an amount equal to his base salary
immediately preceding the termination. In addition, each of them 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 each employee 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.
PROFIT SHARING PLAN
The Bank has a non-qualified profit sharing plan for officers of the Bank
(the "Profit Sharing Plan"). Annual awards are made to the Bank's officers based
upon pre-established performance criteria of the Bank and individual officers.
The performance criteria are established by the Board of Directors.
8
STOCK OPTION PLAN
At the 1998 Annual Meeting of the Shareholders of the Company, the
shareholders approved the Home Loan Financial Corporation Stock Option and
Incentive Plan (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 29,876 common shares of the Company remain available for grant under
the Stock Option Plan.
The following table sets forth information regarding the number and value
of unexercised options held by the Named Executive Officers at June 30, 2004:
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 6/30/04 6/30/04 ($)(1)
Name Exercise (#) realized exercisable/unexercisable exercisable/unexercisable
- ------------------ ------------ -------- ------------------------------- -------------------------
Robert C. Hamilton 16,500 $177,540 18,206/0 $233,219/$0
Kyle R. Hamilton 2,600 26,156 0/4,000 $0/$2,200
Preston W. Bair 3,200 33,032 0/0 N/A
- -------------------------
(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 $20.50 on June 30, 2004, based on the closing bid price reported by
The Nasdaq Stock Market.
RECOGNITION AND RETENTION PLAN AND TRUST
The shareholders of the Company approved the RRP in 1998. The RRP
purchased 89,930 shares of the Company. There are 8,863 shares available for
future awards to directors, executive officers, and employees of the Company and
the Bank.
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. In May 1999, the ESOP purchased an additional
54,406 shares with the proceeds from the $4.00 return of capital on the
unallocated shares held by the ESOP at that time. As of the Voting Record Date,
181,920 of the common shares held by the ESOP had been allocated to the accounts
of participants.
9
CERTAIN TRANSACTIONS WITH THE BANK
The Bank makes loans to executive officers and directors of the Bank in
the ordinary course of business, on substantially the same terms, including
interest rates and collateral, as those generally available to the Bank's
customers. Such loans do not involve more than the normal risk of collectibility
or present other unfavorable features.
AUDITORS
The Company has selected Crowe Chizek and Company LLC ("Crowe Chizek") as
the auditors for the current fiscal year. 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 Mr. Caldwell, Mr. Mauch, Mr. Randles and Ms. Sutton, all of whom are
considered "independent" under Rule 4200(a)(14) of the National Association of
Securities Dealers' listing standards. The Board of Directors has determined
that Mr. Mauch is a financial expert. The Audit Committee met four times during
the year ended June 30, 2004. 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 reviews audit reports and related matters to
ensure effective compliance with regulatory and internal policies and
procedures. 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 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 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 accountant
- Whether there were any major issues discussed with management prior
to Crowe Chizek's retention
10
- 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, 2004, to be filed with the SEC.
Neal J. Caldwell
Robert D. Mauch
Douglas L. Randles
Marion M. Sutton
AUDIT FEES
The aggregate fees billed by Crowe Chizek to the Company for the years
ended June 30, 2004 and 2003 are as follows:
2004 2003
------- -------
Audit Fees $55,325 $49,575
Audit Related Fees (1) 825 2,725
Tax Fees (2) 5,450 5,450
All Other Fees 0 0
------- -------
Total Fees $61,600 $57,750
======= =======
- -----------------------
(1) Includes fees for consultation regarding financial accounting and
reporting standards. Management is responsible for the selection and
application of accounting principles.
(2) Includes fees for the preparation and signing of federal income tax
returns and the State of Ohio franchise tax returns for the Bank and the
Company.
11
PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS
Any proposals of qualified shareholders intended to be included in the
proxy statement for the 2005 Annual Meeting of Shareholders of the Company
should be sent to the Company by certified mail and must be received by the
Company not later than May 10, 2005. In addition, if a shareholder intends to
present a proposal at the 2005 Annual Meeting without including the proposal in
the proxy materials related to that meeting, and if the proposal is not received
by July 27, 2005, then the proxies designated by the Board of Directors of the
Company for the 2005 Annual Meeting of Shareholders of the Company may vote in
their discretion on any such proposal any shares for which they have been
appointed proxies without mention of such matter in the proxy statement or on
the proxy card for such meeting.
The Board of Directors provides a process for shareholders to send
communications to the Board or any of the directors. Shareholders may send
written communications to the Board or any of the directors c/o Secretary, Home
Loan Financial Corporation, 401 Main Street, Coshocton, Ohio 43812-1580. All
communications will be compiled by the Secretary of the Company and submitted to
the Board or the individual directors.
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
September 7, 2004 Chairman
12
EXHIBIT A
HOME LOAN FINANCIAL CORPORATION
CHARTER OF THE NOMINATING COMMITTEE
PURPOSE
The purpose of the Nominating Committee (the "Committee") of the Board of
Directors (the "Board") of Home Loan Financial Corporation (the "Company") shall
be to identify and screen individuals to become members of the Board, receive
and evaluate recommendations for potential Board members from shareholders,
recommend to the Board the slate of director nominees to be elected by
shareholders, recommend directors to be elected by the Board to fill any
vacancies, and handle other matters as the Board deems appropriate.
MEMBERS
The Committee shall consist of at least three members, all of whom must
qualify as independent directors ("Independent Directors") under the listing
standards of The Nasdaq Stock Market and other applicable rules and regulations.
The members of the Committee shall be appointed by the Board. The members
shall serve until their resignation, retirement, or removal by the Board or
until their successors shall be appointed and qualified. No member of the
Committee shall be removed except by majority vote of the Independent Directors
of the Board then in office.
MEETINGS
The Committee shall meet as often as it deems necessary or appropriate and
at such times and places as it may determine. A majority of the Committee shall
constitute a quorum. Meetings of the Committee may be held through any
communications equipment if all persons participating can hear each other, and
participation in a meeting pursuant to this provision shall constitute presence
at such meeting. Minutes shall be kept and provided to the Board. The Committee
shall make reports to the Board on its activities at such times as the Committee
deems appropriate.
RESPONSIBILITIES
To fulfill its purposes, the Committee shall:
1. Identify and evaluate prospective candidates for the Board,
including those individuals properly nominated by shareholders. In
selecting nominees, the Committee may consider whether a current
Board member wishes to be re-elected and, if a new nominee is
needed, the skills and experience desired in a new director, such as
community involvement, marketing or sales experience, financial
expertise, business experience, technological knowledge or business
development expertise. The Committee will look for candidates who,
both individually and as a group:
a. meet the Company's strategic needs and will be most effective
in meeting the long term interests of the Company and its
shareholders;
b. possess the highest personal values, judgment and integrity;
c. have an understanding of the regulatory and policy environment
in which the Company operates; and
d. have diverse experience in the key business, financial and
other challenges that face the Company.
2. Recommend to the Board a slate of potential nominees to be proposed
at the Company's annual meeting of shareholders, including the
nomination of incumbent directors for re-election, as appropriate.
3. Consider and recommend to the Board the appropriate size of the
Board.
4. Review directorships in other public companies held by or offered to
directors of the Company.
5. Evaluate annually the performance of the Committee and the adequacy
of the Committee's charter.
OUTSIDE ADVISORS
The Committee shall have the authority to retain such outside counsel, experts,
and other advisors, including search firms to identify director candidates, as
it determines appropriate to assist it in the full performance of its functions.
REVOCABLE PROXY
HOME LOAN FINANCIAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
HOME LOAN FINANCIAL CORPORATION
HOME LOAN FINANCIAL CORPORATION
2004 ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 12, 2004
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, 2004, 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 three directors
for terms expiring in 2006: For Withhold For All Except
[ ] [ ] [ ]
Neal J. Caldwell Kyle R. Hamilton Douglas L. Randles
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK "FOR
ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
2. 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 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 PROPOSAL 1.
All Proxies previously given by the undersigned are hereby revoked.
Receipt of the Notice of the 2004 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 title.
Please be sure to sign and date Date
this Proxy in the box below. _____________________
_______________________________ ________________________________
Shareholder sign above Co-holder (if any) sign above
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
HOME LOAN FINANCIAL CORPORATION
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED FOR MAILING IN THE U.S.A.
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
_____________________________________
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