UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 1)
Home Loan Financial Corporation
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(Name of the Issuer)
Home Loan Financial Corporation
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(Name of Person(s) Filing Statement)
Common Shares, without par value
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(Title of Class of Securities)
437183 10 6
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(CUSIP Number of Class of Securities)
Robert C. Hamilton
Home Loan Financial Corporation
401 Main Street
Coshocton, Ohio 43812-1580
(740) 622-0444
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
Copy to:
Terri Reyering Abare, Esq.
Vorys, Sater, Seymour and Pease LLP
Suite 2000, Atrium Two
221 East Fourth Street
Cincinnati, Ohio 45202
(513) 723-4000
This statement is filed in connection with (check the appropriate box):
[X] a. The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
[ ] b. The filing of a registration statement under the Securities
Act of 1933.
[ ] c. A tender offer.
[ ] d. None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting
the results of the transaction: [ ]
Calculation of Filing Fee
Transaction valuation* Amount of filing fee**
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$2,261,750 $266.21
[] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $206.62
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Form or Registration No.: Schedule 13E-3 (File No. 005-55291)
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Filing Party: Home Loan Financial Corporation
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Date Filed: May 18, 2005
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* Calculated solely for purposes of determining the filing fee. This
amount consists of the estimated $2,261,750 of cash to be paid in lieu
of issuing fractional common shares to holders of less than one common
share after the proposed reverse stock split, assuming the acquisition
of approximately 109,000 common shares for $20.75 per share in cash.
** The amount of the filing fee is calculated, in accordance with Rule
0-11(b)(1), by multiplying the transaction valuation of $2,261,750 by
0.0001177.
TABLE OF CONTENTS
Page
Introduction......................................................................................................1
Item 1. Summary Term Sheet...................................................................................1
Item 2. Subject Company Information..........................................................................1
Item 3. Identity and Background of Filing Person.............................................................2
Item 4. Terms of the Transaction.............................................................................3
Item 5. Past Contacts, Transactions, Negotiations and Agreements.............................................3
Item 6. Purposes of the Transaction and Plans or Proposals...................................................4
Item 7. Purposes, Alternatives, Reasons and Effects..........................................................5
Item 8. Fairness of the Transaction..........................................................................5
Item 9. Reports, Opinions, Appraisals and Certain Negotiations...............................................6
Item 10. Source and Amounts of Funds or Other Consideration...................................................6
Item 11. Interest in Securities of the Subject Company........................................................7
Item 12. The Solicitation or Recommendation...................................................................7
Item 13. Financial Information................................................................................8
Item 14. Persons/Assets, Retained, Employed, Compensated or Used..............................................8
Item 15. Additional Information...............................................................................8
Item 16. Exhibits.............................................................................................9
INTRODUCTION
This Amendment No. 1 to Rule 13e-3 Transaction Statement on Schedule
13E-3 (this "Amendment No. 1") amends the Schedule 13E-3 filed with the
Securities and Exchange Commission (the "SEC") on May 18, 2005. This Amendment
No. 1 is being filed under Section 13(e) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") and Rule 13e-3 promulgated thereunder by Home
Loan Financial Corporation, an Ohio corporation ("HLFC"). HLFC is proposing that
its shareholders, at a Special Meeting of the Shareholders of HLFC to be held on
August 26, 2005 (the "Special Meeting"), approve and adopt amendments to HLFC's
Articles of Incorporation, as amended, whereby (a) HLFC would effect a 1-for-600
reverse stock split of the Common Shares (as such term is defined below) and, in
lieu of issuing fractional shares to holders of less than one whole Common
Share, shareholders holding less than 600 Common Shares immediately prior to the
reverse split will receive cash in the amount of $20.75 for each pre-split
Common Share and (b) immediately following the reverse stock split and the
conversion of fractional shares, HLFC would effect a 600-for-1 forward stock
split of the Common Shares remaining outstanding after the reverse stock split
and conversion. Items (a) and (b) will be considered one proposal (the "Stock
Splits").
This Amendment No. 1 is being filed with the SEC concurrently with a
definitive proxy statement, including exhibits, filed by HLFC pursuant to Rule
14A under the Exchange Act (the "Proxy Statement"), which will notify the
holders of Common Shares of the Special Meeting at which they will be asked to
approve the Stock Splits, and to transact any other business properly brought
before the Special Meeting.
The information contained in the Proxy Statement is hereby expressly
incorporated herein by reference and the responses to each item are qualified in
their entirety by reference to the information contained in the Proxy Statement.
This Amendment No. 1 will be further amended to reflect any amendment of the
Proxy Statement and to report the results of the vote on the Stock Split at the
Special Meeting.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the section of the Proxy Statement
entitled "Summary Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) Name and Address.
The name of the subject company is Home Loan Financial Corporation
("HLFC"). HLFC is an Ohio corporation with its principal place of business
located at 401 Main Street, Coshocton, Ohio 43812-1580. HLFC's telephone number
is (740) 622-0444.
(b) Securities.
The subject class of equity securities is HLFC's common shares, without
par value (the "Common Shares"). There were 1,699,913 Common Shares outstanding
on July 20, 2005.
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(c) Trading Market and Price.
The information set forth in the section of the Proxy Statement
entitled "Information About HLFC -- Market Price and Dividend Information" is
incorporated herein by reference.
(d) Dividends.
The information set forth in the section of the Proxy Statement
entitled "Information About HLFC -- Market Price and Dividend Information" is
incorporated herein by reference.
(e) Prior Public Offerings.
HLFC has not made any underwritten public offering of the Common Shares
during the past three years.
(f) Prior Stock Purchases.
The information set forth in the section of the Proxy Statement
entitled "Information About HLFC -- HLFC Share Repurchase Information" is
incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) Name and Address.
HLFC is the filing person and the subject company. HLFC's address and
telephone number are provided in Item 2(a) above. HLFC's executive officers and
directors are set forth below.
Executive Officers
Robert C. Hamilton - President and Chief Executive Officer
Preston W. Bair - Secretary, Treasurer and Chief Financial Officer
Kyle R. Hamilton - Vice President
Thomas R. Conidi - Vice President
Board of Directors
Neal J. Caldwell Douglas L. Randles
Kyle R. Hamilton Robert C. Hamilton
Robert D. Mauch Marion M. Sutton
The address of each executive officer and director of HLFC is c/o Home
Loan Financial Corporation, 401 Main Street, Coshocton, Ohio 43812-1580.
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(b) Business and Background of Entities.
Not applicable.
(c) Business and Background of Natural Persons.
The information set forth in the section of the Proxy Statement
entitled "Information About HLFC -- Management of HLFC" is incorporated herein
by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) Material Terms.
The information set forth in the sections of the Proxy Statement
entitled "Special Factors -- Purpose of and Reasons for the Stock Splits,"
"Special Factors -- Effects of the Stock Splits," "Stock Splits Proposal --
Summary and Structure," "Stock Splits Proposal -- Material Federal Income Tax
Consequences," "Meeting and Voting Information -- Quorum and Required Vote," and
"Financial Information" is incorporated herein by reference.
(c) Different Terms.
The information set forth in the sections of the Proxy Statement
entitled "Stock Splits Proposal -- Summary and Structure," "Special Factors --
Effects of the Stock Splits" and "Information About HLFC -- Interest of Certain
Persons in Matters to be Acted Upon" is incorporated herein by reference.
(d) Appraisal Rights.
The information set forth in the section of the Proxy Statement
entitled "Stock Splits Proposal -- Unavailability of Appraisal or Dissenters'
Rights" is incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders.
HLFC has not made any provision to grant its unaffiliated security
holders access to the corporate files of HLFC or to obtain counsel or appraisal
services for such unaffiliated security holders at the expense of HLFC.
(f) Eligibility for Listing or Trading.
The information set forth in the section of the Proxy Statement
entitled "Special Factors -- Effects of the Stock Splits" is incorporated herein
by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) Transactions.
None.
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(b) Significant Corporate Events.
None.
(c) Negotiations or Contacts.
None.
(e) Agreements Involving the Subject Company's Securities.
None.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) Use of Securities Acquired.
The Common Shares acquired in connection with the Stock Splits will be
retired.
(c) Plans.
(1) None.
(2) None.
(3) None.
(4) None.
(5) None.
(6) The information set forth in the sections of the
Proxy Statement entitled "Special Factors -- Purpose
of and Reasons for the Stock Splits" and "Special
Factors -- Effects of the Stock Splits" is
incorporated herein by reference.
(7) The information set forth in the sections of the
Proxy Statement entitled "Special Factors -- Purpose
of and Reasons for the Stock Splits" and "Special
Factors -- Effects of the Stock Splits" is
incorporated herein by reference.
(8) The information set forth in the sections of the
Proxy Statement entitled "Special Factors -- Purpose
of and Reasons for the Stock Splits" and "Special
Factors -- Effects of the Stock Splits" is
incorporated herein by reference.
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ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) Purposes.
The information set forth in the sections of the Proxy Statement
entitled "Special Factors -- Purpose of and Reasons for the Stock Splits" and
"Stock Splits Proposal -- Background of the Stock Splits" is incorporated herein
by reference.
(b) Alternatives.
The information set forth in the section of the Proxy Statement
entitled "Special Factors -- Alternatives to the Stock Splits" is incorporated
herein by reference.
(c) Reasons.
The information set forth in the sections of the Proxy Statement
entitled "Special Factors -- Purpose of and Reasons for the Stock Splits" and
"Stock Splits Proposal -- Background of the Stock Splits" is incorporated herein
by reference.
(d) Effects.
The information set forth in the sections of the Proxy Statement
entitled "Special Factors -- Effects of the Stock Splits," "Special Factors --
Fairness of the Stock Splits," "Special Factors -- Disadvantages of the Stock
Splits," "Stock Splits Proposal -- Potential Disadvantages of the Stock Splits
to Shareholders," "Stock Splits Proposal -- Material Federal Income Tax
Consequences" and "Financial Information" is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) Fairness.
The information set forth in the sections of the Proxy Statement
entitled "Special Factors -- Fairness of the Stock Splits," "Opinion of Keller &
Company" and "Stock Splits Proposal -- Recommendation of the Board" is
incorporated herein by reference.
(b) Factors Considered in Determining Fairness.
The information set forth in the sections of the Proxy Statement
entitled "Special Factors -- Fairness of the Stock Splits," "Opinion of Keller &
Company" "Stock Splits Proposal -- Recommendation of the Board," is incorporated
herein by reference.
(c) Approval of Security Holders.
The information set forth in the section of the Proxy Statement
entitled "Special Factors --Fairness of the Stock Splits" is incorporated herein
by reference.
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(d) Unaffiliated Representative.
The information set forth in the section of the Proxy Statement
entitled "Special Factors -- Fairness of the Stock Splits" is incorporated
herein by reference.
(e) Approval of Directors.
The information set forth in the sections of the Proxy Statement
entitled "Stock Splits Proposal -- Recommendation of the Board" and "Special
Factors -- Fairness of the Stock Splits" is incorporated herein by reference.
(f) Other Offers.
None.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) Report, Opinion or Appraisal.
The information set forth in the sections of the Proxy Statement
entitled "Special Factors -- Fairness of the Stock Splits" and "Opinion of
Keller & Company" is incorporated herein by reference.
(b) Preparer and Summary of the Report, Opinion or Appraisal.
The information set forth in the sections of the Proxy Statement
entitled "Summary Term Sheet -- Fairness of the Stock Splits," "Opinion of
Keller & Company" and "Stock Splits Proposal -- Background of the Stock Splits"
is incorporated herein by reference.
(c) Availability of Documents.
The full text of the fairness opinion of Keller & Company, Inc. dated
April 12, 2005, attached to the Proxy Statement as Exhibit A, is incorporated
herein by reference. Such fairness opinion is also available for inspection and
copying at HLFC's principal executive offices located at 401 Main Street,
Coshocton, Ohio 43812-1580 during HLFC's regular business hours by any
interested shareholder of HLFC or representative of such holder who has been so
designated in writing.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) Source of Funds.
The information set forth in the section of the Proxy Statement
entitled "Meeting and Voting Information -- Solicitation and Costs" is
incorporated herein by reference.
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(b) Conditions.
Not applicable.
(c) Expenses.
The information set forth in the section of the Proxy Statement
entitled "Meeting and Voting Information -- Solicitation and Costs" is
incorporated herein by reference.
(d) Borrowed Funds.
Not applicable.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Securities Ownership.
The information set forth in the section of the Proxy Statement
entitled "Information About HLFC -- Interest of Certain Persons in Matters to be
Acted Upon" is incorporated herein by reference.
(b) Securities Transactions.
The information set forth in the section of the Proxy Statement
entitled "Information About HLFC -- Interest of Certain Persons in Matters to be
Acted Upon" is incorporated herein by reference.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d) Intent to Tender or Vote in a Going Private Transaction.
The information set forth in the sections of the Proxy Statement
entitled "Special Factors -- Fairness of the Stock Splits," "Stock Splits
Proposal -- Recommendation of the Board" and "Meeting and Voting Information --
Quorum and Required Vote" is incorporated herein by reference.
(e) Recommendations of Others.
The information set forth in the sections of the Proxy Statement
entitled "Special Factors -- Fairness of the Stock Splits" and "Stock Splits
Proposal -- Recommendation of the Board" is incorporated herein by reference.
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ITEM 13. FINANCIAL INFORMATION.
(a) Financial Information.
(1) The audited financial statements contained in HLFC's
Annual Report on Form 10-KSB, as amended for the
fiscal year ended June 30, 2004, are incorporated
herein by reference. The information and financial
statements set forth in the section of the Proxy
Statement entitled "Financial Information" is
incorporated by reference.
(2) The financial statements contained in HLFC's
Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2005, are incorporated herein by reference.
The information and financial statements set forth in
the section of the Proxy Statement entitled
"Financial Information" is incorporated by reference.
(3) Not applicable.
(4) The information set forth in the section of the Proxy
Statement entitled "Financial Information" is
incorporated herein by reference.
(b) Pro Forma Information.
The information set forth in the section of the Proxy Statement
entitled "Financial Information -- Pro Forma Financial Information" is
incorporated herein by reference.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) Solicitations or Recommendations.
The information set forth in the section of the Proxy Statement
entitled "Meeting and Voting Information -- Solicitation and Costs" is
incorporated herein by reference.
(b) Employees and Corporate Assets.
The information set forth in the section of the Proxy Statement
entitled "Meeting and Voting Information -- Solicitation and Costs" is
incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
All of the information set forth in the Proxy Statement and each
Exhibit attached thereto is incorporated herein by reference.
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ITEM 16. EXHIBITS.
(a) (i) Definitive Proxy Statement and Form of Proxy for the
Special Meeting of Shareholders of Home Loan
Financial Corporation*
(ii) Form of Reverse Stock Split Amendment to the Articles
of Incorporation, as amended, of Home Loan Financial
Corporation*
(iii) Form of Forward Stock Split Amendment to the Articles
of Incorporation, as amended, of Home Loan Financial
Corporation*
(b) Not applicable.
(c) Fairness Opinion of Keller & Company, Inc.*
(d) Not applicable.
(f) Not applicable.
(g) Not applicable.
* Incorporated by reference to HLFC's definitive Proxy
Statement on Schedule 14A filed with the Securities and
Exchange Commission on July 21, 2005.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: July 21, 2005
HOME LOAN FINANCIAL CORPORATION
By: /s/ Robert C. Hamilton
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Name: Robert C. Hamilton
Title: President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
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(a)(i) Definitive Proxy Statement and Form of Proxy for the Special
Meeting of Shareholders of Home Loan Financial Corporation*
(a)(ii) Form of Reverse Stock Split Amendment to the Articles of
Incorporation, as amended, of Home Loan Financial Corporation*
(a)(iii) Form of Forward Stock Split Amendment to the Articles of
Incorporation, as amended, of Home Loan Financial Corporation*
(c) Fairness Opinion of Keller & Company, Inc.*
* Incorporated by reference to HLFC's definitive Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on July
21, 2005.
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