-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ORI5K+AiHvW1OzwSt2BDVwr9r9yPwyZXaPqtTkELIdjDxEwGnzz5RcE5sS8/sC8v X6bQtrwOh8ic6G/3KoRhNA== 0000910647-99-000236.txt : 19990910 0000910647-99-000236.hdr.sgml : 19990910 ACCESSION NUMBER: 0000910647-99-000236 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990909 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOME LOAN FINANCIAL CORP CENTRAL INDEX KEY: 0001050894 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 311578552 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-55291 FILM NUMBER: 99708632 BUSINESS ADDRESS: STREET 1: 401 MAIN ST CITY: COSHOCTON STATE: OH ZIP: 43812-1580 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAUCH ROBERT D CENTRAL INDEX KEY: 0001094622 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 44105 TOWNSHIP RD 55 CITY: COSHOCTON STATE: OH ZIP: 43812 BUSINESS PHONE: 7406229334 MAIL ADDRESS: STREET 1: 44105 TOWNSHIP RD 55 CITY: COSHOCTON STATE: OH ZIP: 43812 SC 13D 1 SCHEDLE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _________)* Home Loan Financial Corporation ------------------------------- (Name of Issuer) Common Shares ------------- (Title of Class of Securities) 437183 10 6 --------------- (CUSIP Number) Terri R. Abare Vorys, Sater, Seymour and Pease LLP Suite 2100, Atrium Two 221 East Fourth Street Cincinnati, Ohio 45202 (513) 723-4001 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 13, 1999 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of [SECTION][SECTION] 240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check the following box. [ ] * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 437183 10 6 ------------- 1. NAME OF REPORTING PERSON SS OR IRS IDENTIFICATION NO. OF REPORTING PERSON: Robert D. Mauch 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY: 4. SOURCE OF FUNDS: SC, PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: 107,178 8. SHARED VOTING POWER: 550 9. SOLE DISPOSITIVE POWER: 107,178 10. SHARED DISPOSITIVE POWER: 550 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 107,728 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.34% 14. TYPE OF REPORTING PERSON: IN Item 1. Security and Issuer. - ------- Common shares, no par value Home Loan Financial Corporation 401 Main Street Coshocton, Ohio 43812-1580 Item 2. Identity and Background. - ------- (a) Robert D. Mauch (b) 44105 Township Road 55 Coshocton, Ohio 43812 (c) Certified Public Accountant for Robert D. Mauch, CPA, Inc., 305 Main Street, Coshocton, Ohio 43812. (d) During the last five years, Mr. Mauch has not been convicted in a criminal proceeding. (e) During the last five years, Mr. Mauch has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Mauch is a citizen of the United States of America. Item 3. Source and Amount of Funds and Other Consideration. - ------- Mr. Mauch has the right as of October 13, 1999 to exercise an option to purchase 2,248 shares pursuant to the Home Loan Financial Corporation 1998 Stock Option and Incentive Plan (the "Stock Option Plan"). Any purchase of shares pursuant to the exercisable options will be effected with personal funds. Mr. Mauch and his wife purchased 15,550 shares with personal funds in connection with the initial public offering by the issuer in March 1998. There are 899 shares held in the Home Loan Financial Corporation Recognition and Retention Plan and Trust (the "RRP"), which will be distributed to Mr. Mauch on October 13, 1999. In addition, as Trustee of the RRP, Mr. Mauch has sole voting power and limited dispositive power over all of the 89,930 unearned shares held in the RRP, including the 899 shares to be distributed to Mr. Mauch on October 13, 1999. One-fifth of these shares become earned and are distributed to participants each year beginning on October 13, 1999. Item 4. Purpose of Transaction. - ------- All shares held by Mr. Mauch are held for investment. Other than as a member of the Board of Directors, which regularly considers such matters, Mr. Mauch has no plans or proposals relating to or which would result in any of the following: (a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer, other than additional shares that may be acquired pursuant to the issuer's stock benefit plans; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the issuer; (f) Any other material change in the issuer's business or corporate structure; (g) Changes in the issuer's Articles of Incorporation or Code of Regulations or other actions which may impede the acquisition of control of the issuer by any person; (h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. - ------- (a) Mr. Mauch beneficially owns 107,728 shares, which is 5.34% of the total issued and outstanding common shares of the issuer. (b) Mr. Mauch has sole voting and power with respect to 18,147 shares, including the 899 RRP shares that will be earned on October 13, 1999, sole voting and limited dispositive power with respect to 89,930 shares held in the RRP, and shared voting and dispositive power with respect to 550 shares held by Mr. Mauch's spouse. Mr. Mauch's wife is Marialice Mauch. Ms. Mauch is a citizen of the United States of America, and during the past five years, Ms. Mauch has neither been convicted in a criminal proceeding nor been a party to a civil proceeding of a judicial administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Ms. Mauch has the same address as Mr. Mauch and also works for Robert D. Mauch, CPA, Inc. as a bookkeeper. (c) During the last sixty days, Mr. Mauch has acquired the right to a distribution on October 13, 1999 of 899 shares under the RRP pursuant to an award made on October 13, 1998, for no consideration. In addition, Mr. Mauch will be entitled to exercise an option for 2,248 shares at $7.69 per share. Such option was awarded on October 13, 1998 pursuant to the Stock Option Plan. (d) Inapplicable. (e) Inapplicable. Item 6. Contracts, Arrangements, Understandings or Relationships With - ------- Respect to Securities of the Issuer. There are no contracts, arrangements, understandings or relationships between Mr. Mauch and any other person with respect to any securities of the issuer, except for award agreements pursuant to the RRP and the Stock Option Plan. Item 7. Material to be Filed as Exhibits. - ------- 1. Stock Option Plan (Incorporated by reference to the 1998 10-KSB40, Exhibit 20) 2. Stock Option Award Agreement 3. Recognition and Retention Plan and Trust Award Agreement 4. Recognition and Retention Plan and Trust Agreement (Incorporated by reference to the 1998 10-KSB40, Exhibit 20) Signature --------- After reasonable 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. /s/ Robert D. Mauch ------------------- Signature Robert D. Mauch --------------- Name 9/3/99 - ------ Date EX-20.2 2 STOCK OPTION AWARD AGREEMENT EXHIBIT 2 STOCK OPTION AWARD AGREEMENT PURSUANT TO THE HOME LOAN FINANCIAL CORPORATION 1998 STOCK OPTION AND INCENTIVE PLAN (Non-Qualified Stock Options) ----------------------------------------------- THIS AGREEMENT is made to be effective as of October 13, 1998, by and between Home Loan Financial Corporation (the "COMPANY") and Robert D. Mauch (the "OPTIONEE"). WITNESSETH: ----------- WHEREAS, the Board of Directors of the COMPANY adopted the Home Loan Financial Corporation 1998 Stock Option and Incentive Plan (the "PLAN") on October 13, 1998; WHEREAS, the shareholders of the COMPANY approved the PLAN on October 13, 1998; WHEREAS, pursuant to the provisions of the PLAN, the Board of Directors of the COMPANY has appointed a Stock Option Committee (the "COMMITTEE") to administer the PLAN; and WHEREAS, the COMMITTEE has determined that an option to acquire common shares of the COMPANY, no par value per share (the "COMMON SHARES"), should be granted to the OPTIONEE upon the terms and conditions set forth in this AGREEMENT; NOW, THEREFORE, in consideration of the above premises and intending to be legally bound by this AGREEMENT, the parties hereto agree to the following: 1. Grant of Option. The COMPANY hereby grants to the OPTIONEE an option to purchase Eleven Thousand Two Hundred Forty One (11,241) COMMON SHARES (the "OPTION"). The OPTION is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the "CODE"). 2. Terms and Conditions of the OPTION. (A) OPTION Price. The purchase price (the "OPTION PRICE") to be paid by the OPTIONEE to the COMPANY upon the exercise of the OPTION shall be $11.69 per share, being 100% of the Fair Market Value (as that term is defined in the PLAN) of a COMMON SHARE on October 13, 1998. (B) Exercise of the OPTION. Subject to the provisions of the PLAN and the other provisions of this AGREEMENT, the OPTION is first exercisable in accordance with the following schedule:
NUMBER OF SHARES DATE FIRST EXERCISABLE ---- ----------------- October 13, 1999 2,248 October 13, 2000 2,248 October 13, 2001 2,248 October 13, 2002 2,248 October 13, 2003 2,249
The OPTION shall remain exercisable until the date of expiration of the OPTION term. The OPTION may be exercised to purchase less than the total number of COMMON SHARES subject to the OPTION and exercisable at any time and from time to time. The OPTION may not be exercised unless the COMMON SHARES issued upon such exercise are first registered pursuant to any applicable federal and state laws or regulations or, in the opinion of the counsel to the COMPANY, are exempt from such registration. Nothing contained in the PLAN or in this AGREEMENT shall be construed to require the COMPANY to take any action whatsoever to make exercisable any OPTION or to make transferable any shares issued upon the exercise of any OPTION. (C) OPTION Term. The OPTION shall in no event be exercisable after the expiration of ten (10) years from the date of this AGREEMENT. (D) Method of Exercise. The OPTION may be exercised by delivering written notice of exercise to the COMPANY in care of its President or its Treasurer. The notice must state the number of shares subject to the OPTION in respect of which it is being exercised and must be accompanied by payment in full of the OPTION PRICE in cash unless the COMMITTEE in its sole discretion permits payment of the OPTION PRICE in COMMON SHARES already owned by the OPTIONEE or by the surrender of outstanding awards of OPTIONS. (E) Satisfaction of Taxes and Tax Withholding. The COMPANY or a subsidiary shall be entitled, if the COMMITTEE deems it necessary or desirable, to withhold (or secure payment from the OPTIONEE in lieu of withholding) the amount necessary to satisfy any withholding or employment-related tax obligation attributable to the exercise of the OPTION or otherwise incurred with respect to the PLAN or the OPTION, and the COMPANY may defer delivery of any shares pursuant to the exercise of the OPTION unless indemnified to its satisfaction. The COMMITTEE may, in its discretion and subject to such rules as the COMMITTEE may adopt, permit the OPTIONEE to satisfy, in whole or in part, any withholding or employment-related tax obligation which may arise in connection with the grant, exercise or disposition of the OPTION by electing to have the COMPANY withhold COMMON SHARES to be issued, or by electing to deliver to the COMPANY COMMON SHARES already owned by the OPTIONEE having a Fair Market Value (as that term is defined in the PLAN) equal to the amount of such tax obligation. 3. Non-Assignability of the OPTION. The OPTION shall not be assignable or transferable except by will or by the laws of descent and distribution. The terms and conditions of the OPTION shall be binding upon each and every executor, administrator, heir, beneficiary or other successor to the OPTIONEE's interest. 4. Governing Law. The rights and obligations of the OPTIONEE and the COMPANY under this AGREEMENT shall be governed by and construed in accordance with the laws of the State of Ohio (without giving effect to the conflict of laws principles thereof) in all respects, including, without limitation, matters relating to the validity, construction, interpretation, administration, effect, enforcement and remedies provisions of the PLAN and its rules and regulations, except to the extent preempted by applicable federal law. All disputes and matters whatsoever arising under, in connection with or incident to this AGREEMENT shall be litigated, if at all, in and before a court located in the State of Ohio, U.S.A., to the exclusion of the courts of any other state or country. 5. Rights and Remedies Cumulative. All rights and remedies of the COMPANY and of the OPTIONEE enumerated in this AGREEMENT shall be cumulative and, except as expressly provided otherwise in this AGREEMENT, none shall exclude any other rights or remedies allowed by law or in equity, and each of said rights or remedies may be exercised and enforced concurrently. 6. Captions. The captions contained in this AGREEMENT are included only for convenience of reference and do not define, limit, explain or modify this AGREEMENT or its interpretation, construction or meaning and are in no way to be construed as a part of this AGREEMENT. 7. Severability. If any provision of this AGREEMENT or the application of any provision hereof to any person or any circumstance shall be determined to be invalid or unenforceable, then such determination shall not affect any other provision of this AGREEMENT or the application of said provision to any other person or circumstance, all of which other provisions shall remain in full force and effect. It is the intention of each party to this AGREEMENT that if any provision of this AGREEMENT is susceptible of two or more constructions, one of which would render the provision enforceable and the other or others of which would render the provision unenforceable, then the provision shall have the meaning which renders it enforceable. 8. PLAN as Controlling. All terms and conditions of the PLAN applicable to options granted thereunder which are not set forth in this AGREEMENT shall be deemed incorporated herein by reference. In the event that any provision in this AGREEMENT conflicts with any term in the PLAN, the term in the PLAN shall be deemed controlling. 9. Entire Agreement. This AGREEMENT constitutes the entire agreement between the COMPANY and the OPTIONEE in respect of the subject matter of this AGREEMENT, and this AGREEMENT supersedes all prior and contemporaneous agreements between the parties hereto in connection with the subject matter of this AGREEMENT. All representations of any type relied upon by the OPTIONEE and the COMPANY in making this AGREEMENT are specifically set forth herein, and the OPTIONEE and the COMPANY acknowledge that each of them has relied on no other representation in entering into this AGREEMENT. No change, termination or attempted waiver of any of the provisions of this AGREEMENT shall be binding upon any party hereto unless contained in a writing signed by the party to be charged. IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed to be effective as of October 13, 1998. HOME LOAN FINANCIAL CORPORATION By: ------------------- Robert C. Hamilton, its President OPTIONEE --------------- Robert D. Mauch EX-20.3 3 RECOGNITION AND RETENTION PLAN AND TRUST AWARD EXHIBIT 3 HOME LOAN FINANCIAL CORPORATION RECOGNITION AND RETENTION PLAN AND TRUST AWARD AGREEMENT THIS AGREEMENT is made to be effective as of October 13, 1998, by and between Home Loan Financial Corporation (the "COMPANY") and Robert D. Mauch (the "RECIPIENT"). WITNESSETH: ----------- WHEREAS, the Board of Directors of the COMPANY adopted the Home Loan Financial Corporation Recognition and Retention Plan and Trust Agreement (the "RRP") on October 13, 1998; WHEREAS, the shareholders of the COMPANY approved the RRP on October 13, 1998; WHEREAS, pursuant to the provisions of the RRP, the Board of Directors of the COMPANY has appointed a Recognition and Retention Plan Committee (the "RRP COMMITTEE") to administer the RRP and to determine persons to whom awards will be made and the number of common shares of the COMPANY to be awarded pursuant to the RRP; WHEREAS, the Trust established by the RRP holds a pool of common shares of the COMPANY, no par value per share (the "RRP PLAN SHARES"); and WHEREAS, the RRP COMMITTEE has determined that an award of RRP PLAN SHARES should be granted to the RECIPIENT upon the terms and conditions set forth in this AGREEMENT; NOW, THEREFORE, in consideration of the above premises and intending to be legally bound by this AGREEMENT, the parties hereto agree to the following: 1. Grant of Award. The COMPANY hereby grants to the RECIPIENT an award of Four Thousand Four Hundred and Ninety-Six (4,496) RRP PLAN SHARES (the "AWARDED SHARES"). The RECIPIENT shall earn and be entitled, subject to the forfeiture and other provisions of the RRP, to the AWARDED SHARES as follows: a. Eight Hundred and Ninety-Nine (899) of the AWARDED SHARES shall be earned and nonforfeitable by the RECIPIENT on October 13, 1999; b. Eight Hundred and Ninety-Nine (899) of the AWARDED SHARES shall be earned and nonforfeitable by the RECIPIENT on October 13, 2000; c. Eight Hundred and Ninety-Nine (899) of the AWARDED SHARES shall be earned and nonforfeitable by the RECIPIENT on October 13, 2001; d. Eight Hundred and Ninety-Nine (899) of the AWARDED SHARES shall be earned and nonforfeitable by the RECIPIENT on October 13, 2002; and e. Nine Hundred (900) of the AWARDED SHARES shall be earned and nonforfeitable by the RECIPIENT on October 13, 2003. 2. Distribution of Shares. Pursuant to and as provided in Section 7.02 of the RRP, and subject to the other provisions of the RRP, the AWARDED SHARES shall be distributed to the RECIPIENT as soon as practicable after they have been earned; provided, however, that the AWARDED SHARES shall not be distributed unless the AWARDED SHARES are first registered pursuant to any applicable federal and state laws or regulations or, in the opinion of counsel to the COMPANY, are exempt from such registration. 3. Transfer of the AWARDED SHARES. Any sale, transfer or other distribution by the RECIPIENT of the AWARDED SHARES is subject to all applicable federal and state laws and regulations. 4. Incorporation of the RRP. By entering into this AGREEMENT, the RECIPIENT agrees to be bound by all of the terms and conditions of the RRP, which are incorporated by reference into this AGREEMENT. To the extent that any provision of this AGREEMENT is in contradiction with any provision of the RRP, the applicable provision of the RRP shall control over the applicable provision of this AGREEMENT. 5. Governing Law. The rights and obligations of the RECIPIENT and the COMPANY under this AGREEMENT shall be governed by and construed in accordance with the laws of the State of Ohio (without giving effect to the conflict of laws principles thereof) in all respects, including, without limitation, matters relating to the validity, construction, interpretation, administration, effect, enforcement and remedies provisions of the RRP and its rules and regulations, except to the extent preempted by applicable federal law. All disputes and matters whatsoever arising under, in connection with or incident to this AGREEMENT shall be litigated, if at all, in and before a court located in the State of Ohio, U.S.A., to the exclusion of the courts of any other state or country. 6. Rights and Remedies Cumulative. All rights and remedies of the COMPANY and of the RECIPIENT enumerated in this AGREEMENT shall be cumulative and, except as expressly provided otherwise in this AGREEMENT, none shall exclude any other rights or remedies allowed by law or in equity, and each of said rights or remedies may be exercised and enforced concurrently. 7. Captions. The captions contained in this AGREEMENT are included only for convenience of reference and do not define, limit, explain or modify this AGREEMENT or its interpretation, construction or meaning and are in no way to be construed as a part of this AGREEMENT. 8. Severability. If any provision of this AGREEMENT or the application of any provision thereof to any person or any circumstance shall be determined to be invalid or unenforceable, then such determination shall not affect any other provision of this AGREEMENT or the application of said provision to any other person or circumstance, all of which other provisions shall remain in full force and effect. It is the intention of each party to this AGREEMENT that if any provision of this AGREEMENT is susceptible of two or more constructions, one of which would render the provision enforceable and the other or others of which would render the provision unenforceable, then the provision shall have the meaning which renders it enforceable. 9. Entire Agreement. This AGREEMENT and the RRP constitute the entire agreement between the COMPANY and the RECIPIENT in respect of the subject matter of this AGREEMENT, and this AGREEMENT supersedes all prior and contemporaneous agreements between the parties hereto in connection with the subject matter of this AGREEMENT. All representations of any type relied upon by the RECIPIENT and the COMPANY in making this AGREEMENT are specifically set forth herein, and the RECIPIENT and the COMPANY each acknowledge that they have relied on no other representations in entering into this AGREEMENT. No change, termination or attempted waiver of any of the provisions of this AGREEMENT shall be binding upon any party hereto unless contained in a writing signed by the party to be charged. 10. Successors and Assigns. This AGREEMENT shall inure to the benefit of and be binding upon the successors and assigns (including successive, as well as immediate, successors and assigns) of the COMPANY and the RECIPIENT. IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed to be effective as of October 13, 1998. HOME LOAN FINANCIAL CORPORATION By: ------------------ Robert C. Hamilton its President RECIPIENT ------------------ Robert D. Mauch -----END PRIVACY-ENHANCED MESSAGE-----