SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT 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
_x_ Definitive proxy statement
__ Definitive additional materials
__ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
HARVEST HOME FINANCIAL CORPORATION
(Name of Registrant as Specified in Its Charter)
BOARD OF DIRECTORS OF HARVEST HOME FINANCIAL CORPORATION
John E. Rathkamp
Richard F. Hauck
Walter A. Schuch
Thomas L. Eckert
Marvin J. Ruehlman
Herbert E. Menkhaus
George C. Eyrich
(Name of Person(s) Filing Proxy Statement)
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:
(2)Aggregate number of securities to which transactions applies:
(3)Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11.
(4)Proposed maximum aggregate value of transaction:
__ 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:
(2)Form, schedule or registration statement no.:
(3)Filing party:
(4)Date filed:
HARVEST HOME FINANCIAL CORPORATION 3621 Harrison Avenue Cheviot, Ohio
45211 (513) 661-6612
The enclosed Proxy is being solicited by the Board of Directors of Harvest Home
Financial Corporation ("HHFC" or the "Corporation") for use at the 1998 Annual
Meeting of Shareholders of HHFC to be held at Dante's Restaurant, 5510 Rybolt
Road, Cincinnati, Ohio on December 22, 1998, at 11:00 a.m., local time, and at
any adjournments thereof (the "Annual Meeting"). Without affecting any vote
previously taken, the Proxy may be revoked by a Shareholder executing a later
dated proxy which is received by HHFC before the Proxy is exercised or by giving
notice of revocation to HHFC in writing or in open meeting before such Proxy is
exercised. Attendance at the Annual Meeting will not revoke a Proxy unless
notice of revocation at the meeting is exercised.
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 Messrs. Marvin J. Ruehlman and Walter A. Schuch as
Directors of HHFC each for a three year term beginning January 1, 1999, and
expiring December 31, 2001;
FOR the ratification of the selection of Grant Thornton LLP as the auditors
of HHFC for the current fiscal year;
Only Shareholders of record as of the close of business on November 13, 1998
(the "Voting Record Date"), are eligible to vote at the Annual Meeting. Each
such Shareholder shall be entitled to cast one vote for each share owned.
HHFC's records disclosed that as of the Voting Record Date there were 862,357
shares eligible to vote at the Annual Meeting.
Proxies may be solicited by the Directors, officers and other employees
of HHFC in person or by telephone, telegraph or mail only for use at the
Annual Meeting. Such Proxies will not be used for any other meeting. The
cost of soliciting proxies will be born by HHFC.
This Proxy Statement is being mailed to the Shareholders of HHFC on or
about November 23, 1998.
VOTE REQUIRED
Election of Directors
Ohio law and HHFC's Code of Regulations (the "Regulations") require
that the nominees receiving the greatest number of votes be elected as
Directors. Only those shares represented in person at the Annual Meeting and
voted with respect to election of Directors, and those shares represented by
Proxy, will be counted toward the election of Directors.
Shareholders have the right to cumulative voting with respect to
election of Directors. Cumulative voting allows the Shareholder to cast as many
votes for Directors as he has shares of stock multiplied by the number of
Directors to be elected. Pursuant to the Code of Regulations of HHFC, in
order for a Shareholder to exercise his right to cumulative voting, he must give
notice to John E. Rathkamp, President and Secretary of HHFC, at 3621 Harrison
Avenue, Cheviot, Ohio 45211, no later than 48 hours prior to the Annual Meeting
to be held at 11:00 a.m., December 22, 1998.
Ratification of Selection of Auditors
The affirmative vote of the holders of the majority of the shares
represented in person or by Proxy at the Annual Meeting is necessary to approve
the selection of Grant Thornton LLP as the independent auditor of HHFC for the
current fiscal year. Only those shares represented in person and voted at the
Annual Meeting, and those shares represented by Proxy, count toward the
ratification of the independent auditors.
PROXY INFORMATION
Proxies marked to abstain have the same effect as votes against the
proposal, while broker non-votes have no effect on the vote. Fifty percent of
the shares of the outstanding Common Stock present, in person or represented by
proxy, shall constitute a quorum for purposes of the Meeting. Abstentions and
broker non-votes are counted for purposes of determining a quorum. A proxy
given pursuant to this solicitation may be revoked at any time before it is
voted. Proxies may be revoked by: (i) duly executing and delivering to the
Secretary of the Corporation a later proxy relating to the same shares prior to
the exercise of such proxy, (ii) filing with the Secretary of the Corporation at
or before the Meeting a written notice of revocation bearing a later date than
the proxy, or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to John E.
Rathkamp, Secretary of the Corporation, at 3621 Harrison Avenue, Cheviot, Ohio
45211.
Principal Holders of Shares
As of the Voting Record Date, the Corporation had 862,357 shares of Common
Stock issued and outstanding. The following table sets forth, as of November
13, 1998, information regarding share ownership of: (i) those persons or
entities known by management to beneficially own more than five percent of the
Corporation's Common Stock and (ii) all directors and officers as a group.
Beneficial Owners Shares Beneficially Percent of
Owned Class
Harvest Home Financial Corporation
Employee Stock Ownership Plan
3621 Harrison Avenue
Cheviot, Ohio 452111 79,350 9.2%
Directors and Executive Officers
of the Corporation and the Bank
as a Group (8 persons) 109,412 12.7%
Tontine Financial Partners, L.P. 67,000 7.8%
1. The amount reported represents shares held by the HHFC Employee
Stock Ownership Plan ("ESOP"), 51,098 shares of which have been allocated to
accounts of participants. First Bankers Trust Company, N.A., Quincy, Illinois,
as the trustee of the ESOP, may be deemed to beneficially own the shares held by
the ESOP which have not been allocated to the accounts of participants.
Pursuant to the terms of the ESOP, participants in the ESOP have the right to
direct the voting of shares allocated to participant accounts.
2. This amount includes shares held directly, as well as shares
held jointly with family members, shares held in retirement accounts, held in a
fiduciary capacity, held by certain of the group members' families, or held by
trusts of which the group member is a trustee or substantial beneficiary, with
respect to which shares the group member may be deemed to have sole or shared
voting and/or investment powers.
BOARD OF DIRECTORS
Election of Directors
The Code of Regulations provide for a Board of Directors consisting of
seven persons. The Regulations also provide that each Director is to hold a
term of three years. The two individuals whose terms expire at the end of 1998
are Marvin J. Ruehlman and Walter A. Schuch.
In accordance with Section 4 of the Regulations, a nomination of a person
for the position of Director can be made at a meeting of Shareholders by or at
the direction of the Board of Directors or by any Shareholder of the Corporation
entitled to vote at such meeting for the election of Directors.
The Board of Directors proposes the reelection of the following persons for
three year terms beginning January 1, 1999 and expiring December 31, 2001:
Marvin J. Ruehlman and Walter A. Schuch. The Board of Directors acting as the
nominating committee has recommended and approved these nominees. It is
intended that the proxies solicited on behalf of the Board of Directors (other
than proxies in which the vote is withheld as to a nominee) will be voted at the
Meeting FOR the election of nominees, Marvin J. Ruehlman and Walter A. Schuch.
If a nominee is unable to serve, the shares represented by all valid proxies
will be voted for the election of such substitute nominee as the Board of
Directors may recommend. At this time, the Board of Directors knows of no
reason why a nominee might be unable to serve if elected. Except as disclosed
herein, there are no arrangements or understandings between any nominee and any
other person pursuant to which the nominee was selected.
Each of the current Directors of HHFC, including Mr. Ruehlman and Mr.
Schuch, are also Directors of Harvest Home Savings Bank ("Harvest Home"). The
Board of Directors of Harvest Home met twice a month, in addition to several
special meetings, during its fiscal year ending September 30, 1998. The Board
of Directors of HHFC has held regular meetings quarterly since the conversion of
Harvest Home from a mutual savings bank to a stock savings bank (the
"Conversion"). Mr. Ruehlman and Mr. Schuch each attended over 85% of each of
those meetings in their capacity as Director for both Harvest Home and HHFC.
The following table presents certain information with respect to
the present directors of HHFC:
Shares of
Common Stock Percent
Position with Initial Date Term Beneficially of
Name Age(1) Harvest Home of Service (2) Expires Owned(3) Class
NOMINEES
Marvin J. Ruehlman 77 Director 1955 1998 14,959 1.7%
Walter A. Schuch 81 Chairman of 1955 1998 14,959 1.7%
Board, Director
DIRECTORS CONTINUING IN OFFICE
John E. Rathkamp 55 President, 1971 1999 14,959 1.7%
Secretary,
Director,
Managing Officer
George C. Eyrich 79 Director 1954 1999 14,959 1.7%
Herbert E. Menkhaus 70 Director 1985 1999 14,959 1.7%
Thomas L. Eckert 75 Director 1973 2000 14,959 1.7%
Richard F. Hauck 69 Vice President, 1985 2000 11,983 1.4%
Director
(1) At March 31, 1998
(2) Includes services as a Director of Harvest Home.
(3) Amounts include shares held directly and jointly with family members, as well as
shares which are held in retirement accounts, held in a fiduciary capacity, held by
certain members of the director's family, or held by trusts of which the director is
a trustee or substantial beneficiary, with respect to which shares the respective
directors may be deemed to have sole or shared voting and/or investment powers.
The business experience of each director of HHFC is set forth below.
John E. Rathkamp joined Harvest Home in 1965 as Treasurer. He
became Secretary and Managing Officer in 1976. He has been a Director of
Harvest Home since 1971. In 1991 he was elected President of the Bank and
currently is serving as President, Secretary and Managing Officer of
Harvest Home and President of HHFC.
Thomas Eckert joined Victoria Savings & Loan Co. in 1954 as Treasurer and
served as Managing Officer from 1956 to 1973. In 1973 Victoria Savings & Loan
Co. merged with Harvest Home and Mr. Eckert became Vice President of Harvest
Home until his retirement in 1990. Mr. Eckert has been a member of the Board of
Directors of Harvest Home since 1973.
Walter A. Schuch joined Harvest Home as a Board member in 1955. He became
President in 1976 and Chairman of the Board in 1983. He retired as President in
1991 and is currently serving as Chairman of the Board.
George C. Eyrich joined Harvest Home as a Board member in 1954. Mr. Eyrich
is an attorney and his law firm has represented the Bank since its inception in
1919. He is currently of counsel with Kepley, Gilligan and Eyrich which acts as
general counsel of Harvest Home.
Herbert E. Menkhaus joined Baltimore Savings & Loan Co. as a Director in
1971. He served as Treasurer, President and Director of Baltimore Savings &
Loan until it merged with Harvest Home in 1985. Mr. Menkhaus has been a
Director of Harvest Home since 1985.
Marvin J. Ruehlman joined Harvest Home in 1955 and has served as a
Board member since then. He is currently on the Appraisal Committee and
the Asset Classification Committee.
Richard F. Hauck joined Baltimore Savings & Loan Co. as a Director
in 1971 and became Secretary and Managing Officer in 1983. In 1985
Baltimore Savings & Loan Co. merged with Harvest Home and Mr. Hauck became
Vice President and Director of Harvest Home. He is Vice President of HHFC.
Meetings and Committees of Directors
The Board of Directors of HHFC met 6 times and the Directors of
Harvest Home met 23 times during the fiscal year ended September 30, 1998,
for regular and special meetings. No director attended less than 86% of
the aggregate of such meetings and all meetings of the committees of which
such director was a member.
The Board of Directors of HHFC has an the Executive Committee, a
Stock Option Plan Committee, a Recognition and Retention Plan Committee,
and an Audit Committee.
The Board of Directors of Harvest Home Savings Bank has an
Executive Committee, an Appraisal Committee, an Asset Classification
Committee and a Community Reinvestment Act Committee.
The Executive Committee is authorized to act with certain limitations, on
behalf of the Board of Directors between meetings of the Board of Directors.
John E. Rathkamp, and Richard F. Hauck are the members of the Executive
Committee. Dennis Slattery, Executive Vice President, is also a member of this
committee. The committee meets on an as needed basis.
The Appraisal Committee does appraisal reviews in accordance with
Harvest Home's appraisal policy, and periodic construction loan inspections
needed for loan disbursement purposes. Its members are Herbert E.
Menkhaus, Marvin J. Ruehlman, and John E. Rathkamp.
The Asset Classification Committee reviews loans for purposes of
classification, pursuant to regulations and reports status of classified loans
to the Board. Members are Herbert E. Menkhaus, John E. Rathkamp, and Marvin J.
Ruehlman.
The Community Reinvestment Act Committee ("CRA Committee") meets on an
as-needed basis to review the Bank's lending practices as they relate to the
credit needs of the community. The CRA Committee also works with outside
providers of housing for the low and moderate income households. The members of
the CRA Committee are George C. Eyrich, Richard F. Hauck, Herbert E. Menkhaus,
and Deborah Mundstock, who is a Loan Officer and not a director.
The Stock Option Plan Committee ("SOP Committee") meets on an as needed
basis to administer the HHFC Stock Option Plan. The members are George C.
Eyrich, Marvin J. Ruehlman and Herbert E. Menkhaus, with George C. Eyrich as its
Chairman.
The Recognition and Retention Plan Committee ("RRP Committee") meets on an
as needed basis to administer the HHFC Recognition and Retention Plan. The
members are T. Scott Gilligan, James J. Crowe, and Michael E. Nieheisel, with T.
Scott Gilligan as its Chairman.
The Audit Committee meets on an as-needed basis to review the Company's
financial and other operations and review all related party transactions and to
do all furhter things as stated in the Marketplace Rule 4310(c)(25)(C). The
members are Walter A. Schuch, Herbert Menkhaus and Marvin Ruehlman, with Walter
A. Schuch as its Chairman.
Compensation
Each director of Harvest Home currently receives a fee of $950 per month
for service as a director of Harvest Home. The Chairman of the Board receives
an additional $250 per month and the Vice Chairman receives an additional $125
per month. Each member of the Asset Classification Committee receives an
additional $500 per year, with the exception of John E. Rathkamp. Members of
the CRA Committee receive an additional $500 per year, except Deborah Mundstock.
Members of the Appraisal Committee receive an additional $500 per year, with the
exception of John E. Rathkamp. The Members of the SOP Committee and RRP
Committee do not receive any additional compensation. The members of the Audit
Committee do not receive any additional compensation.
The following table presents certain information regarding the cash
and non-cash compensation for each of the last three fiscal years awarded
to or earned by the Chief Executive Officer. No other executive officers
received a salary and bonus in excess of $100,000 during the fiscal year
ended September 30, 1998.
Name and Fiscal Annual Compensation
Principal Position Year-End Salary Bonus All Other
John E. Rathkamp, President 1996 $96,412 $2,380 $35,416
Secretary, Managing Officer 1997 $100,350 $3,295 $77,952
1998 $103,750 $3,875 $42,508
(1) Components of "all other" includes director fees,
contributions to Harvest Home's Employee Stock Ownership Plan, allocation
and vesting of shares from the Recognition and Retention Plan, and life
insurance premiums payable with respect to benefits offered Mr. Rathkamp
under a split dollar life insurance program.
Employment Agreements
Harvest Home has entered into employment agreements with John E. Rathkamp,
President and Managing Officer of Harvest Home; Dennis J. Slattery, the
Executive Vice President and Treasurer of Harvest Home; and Teresa O'Quinn, the
Controller of Harvest Home (collectively, the "Employment Agreements"). The
agreements of John E. Rathkamp and Dennis J. Slattery provide for terms of three
years and the agreement of Teresa O'Quinn provides for a term of one year. The
salaries of the three officers are the same as the salaries of those officers
immediately prior to the signing of the Employment Agreements. Thereafter, the
Employment Agreements provide for a salary review by the Board of Directors not
less often than annually, as well as inclusion of the employee in any formally
established employee benefits, bonus, pension and profit-sharing plans for which
senior management personnel are eligible, and vacation and sick leave.
The Employment Agreements also contain provisions with respect to
termination of employment or certain other occurrences within 12 months after a
"change of control" of HHFC. In the event of any such occurrence, the employee
shall be entitled to payment of an amount equal to the amount of compensation to
which the employee would be entitled for the remainder of the term of the
Employment Agreement, plus 299% of the employee's "base amount" of compensation
as defined in the Internal Revenue Code in the cases of John E. Rathkamp and
Dennis J. Slattery and 99% in the case of Teresa O'Quinn. Provided however, the
amounts payable to the employee cannot exceed three times the employee's annual
average compensation as determined over the latest five-year period in the cases
of John E. Rathkamp and Dennis J. Slattery and one times average annual
compensation in the case of Teresa O'Quinn.
Certain Transactions with Harvest Home
Harvest Home does not make preferred interest rate loans to executive
officers or directors. John E. Rathkamp, President of HHFC, has two outstanding
loans with Harvest Home totalling $75,276, both loans being secured by a
mortgage on Mr. Rathkamp's residence. There are no other loans outstanding to
executive officers or directors which exceed $60,000. Loans to employees are
made at the interest rates offered to borrowers who are not employees; but the
employee is required to pay only a discounted rate while in the employ of
Harvest Home, and the employee is required to pay only out-of-pocket costs.
George C. Eyrich, a director HHFC and Harvest Home, is of counsel
with the law firm of Kepley, Gilligan and Eyrich. HHFC paid Kepley,
Gilligan and Eyrich legal fees the total of which did not exceed five
percent (5%) of the firm's gross revenues in 1998.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors and executive officers, and persons who own more than
ten percent (10%) of a registered class of the Corporation's equity securities,
to file with the SEC initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Corporation.
Officers, directors and greater than ten percent (10%) shareholders are required
by SEC regulation to furnish the Corporation with copies of all Section 16(a)
forms they file.
To the Corporation's knowledge, based solely on a review of the copies of
such reports furnished to the Corporation and written representations that no
other reports were required, all Section 16(a) filing requirements applicable to
its officers, directors and greater than 10 percent beneficial owners were
complied with during the fiscal year ended September 30, 1998.
Indemnification of Officers, Directors and Employees
The Regulations require HHFC to indemnify directors, officers and
employees of HHFC for expenses or damages incurred by such individual due to a
suit or other proceeding by a third party in certain situations.
Indemnification is required when the suit or proceeding against such person
arises from his/her actions done in the capacity of director, officer or
employee and such person acted in good faith and in a manner he/she reasonably
believed to be in the best interest of HHFC; or in criminal matters, when the
person had no reasonable cause to believe the conduct in question was unlawful.
HHFC must also provide indemnification to such persons in derivative
actions instituted by or on behalf of HHFC if the individual acted in good faith
and in the best interest of the corporation; generally, indemnification is not
necessary when the person was negligent or performed a misconduct in performance
of his/her duties.
These provisions could result in significant costs to HHFC.
SELECTION OF AUDITORS
The Board of Directors has selected Grant Thornton LLP as the Auditors of
HHFC and Harvest Home Savings Bank for the current fiscal year and recommends
that the Shareholders approve the selection. Management expects a
representative from Grant Thornton LLP to be present at the Annual Meeting, and
that such representative will have an opportunity to make a statement and be
available to respond to appropriate Shareholder questions.
SHAREHOLDER PROPOSALS AND OTHER MATTERS
Under Rule 14a-8 of the Securities Exchange Act of 1934, as amended, any
Shareholder who wishes to include a proposal for shareholder action in next
year's Proxy Statement must be submit such proposal to the Corporation (along
with other information called for in Rule 14a-8) no later than August 1, 1999.
The Corporation will at the time of any such submission determine whether or not
the proposal is proper for inclusion 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 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 ASKED TO FILL IN, SIGN
AND RETURN THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. BY ORDER OF
THE BOARD OF DIRECTORS, JOHN E. RATHKAMP, SECRETARY.