UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 240.14a-12
Home Federal Bancorp, Inc. of Louisiana
_____________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
_____________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: _________
(2) Aggregate number of securities to which transaction applies: ____________
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined): _______________
(4) Proposed maximum aggregate value of transaction: ________________________
(5) Total fee paid __________________________________________________________
[ ] Fee paid previously with preliminary materials: _________________________
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: _________________________________________________
(2) Form, Schedule or Registration Statement No.: ___________________________
(3) Filing Party: ___________________________________________________________
(4) Date Filed:_________________________________________
[HOME FEDERAL BANCORP, INC. OF LOUISIANA]
November 16, 2005
Dear Shareholder:
You are cordially invited to attend the first annual meeting of
shareholders of Home Federal Bancorp, Inc. of Louisiana, our first meeting of
shareholders since the conversion and reorganization of Home Federal Savings
and Loan Association. The meeting will be held at our main office located at
624 Market Street, Shreveport, Louisiana, on Wednesday, December 14, 2005 at
10:00 a.m., Central Time.
At the annual meeting, you will be asked to elect three directors for
three year terms and ratify the appointment of LaPorte Sehrt Romig & Hand as
our independent registered public accounting firm for the fiscal year ending
June 30, 2006. Each of these matters is more fully described in the
accompanying materials.
It is very important that you be represented at the annual meeting
regardless of the number of shares you own or whether you are able to attend
the meeting in person. We urge you to mark, sign, and date your proxy card
today and return it in the envelope provided, even if you plan to attend the
annual meeting. This will not prevent you from voting in person, but will
ensure that your vote is counted if you are unable to attend.
Your continued support of and interest in Home Federal Bancorp, Inc. of
Louisiana is sincerely appreciated.
Very truly yours,
/s/Daniel R. Herndon
Daniel R. Herndon
President and Chief Executive Officer
_____________________________________________________________________________
HOME FEDERAL BANCORP, INC. OF LOUISIANA
624 Market Street
Shreveport, Louisiana 71101
(318) 222-1145
_____________________________________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
_____________________________________________________________________________
TIME................. 10:00 a.m., Central Time, Wednesday, December 14, 2005
PLACE................ Home Federal Bancorp, Inc. of Louisiana
624 Market Street
Shreveport, Louisiana
ITEMS OF BUSINESS.... (1) To elect three directors for a three-year term
expiring in 2008 and until their successors are
elected and qualified;
(2) To ratify the appointment of LaPorte Sehrt Romig
& Hand as our independent registered public
accounting firm for the fiscal year ending June
30, 2006; and
(3) To transact such other business, as may properly
come before the meeting or at any adjournment
thereof. We are not aware of any other such
business.
RECORD DATE.......... Holders of Home Federal Bancorp common stock of record
at the close of business on November 4, 2005 are
entitled to vote at the meeting.
ANNUAL REPORT........ Our 2005 Annual Report to Shareholders is enclosed but
is not a part of the proxy solicitation materials.
PROXY VOTING......... It is important that your shares be represented and
voted at the meeting. You can vote your shares by
completing and returning the proxy card sent to you.
Most shareholders whose shares are held in "street"
name can also vote their shares over the Internet or
by telephone. If Internet or telephone voting is
available to you, voting instructions are printed on
the proxy card sent to you. You can revoke a proxy at
any time prior to its exercise at the meeting by
following the instructions in the accompanying proxy
statement.
BY ORDER OF THE BOARD OF DIRECTORS
/s/DeNell W. Mitchell
DeNell W. Mitchell
Corporate Secretary
Shreveport, Louisiana
November 16, 2005
_____________________________________________________________________________
_____________________________________________________________________________
TABLE OF CONTENTS
_____________________________________________________________________________
Page
____
About the Annual Meeting of Shareholders................................. 1
Information with Respect to Nominees for Director, Continuing
Directors and Executive Officers........................................ 3
Election of Directors (Proposal One).................................. 3
Members of the Board of Directors Continuing in Office................ 4
Executive Officer Who Is Not Also a Director.......................... 4
Director Nominations.................................................. 4
Committees and Meetings of the Board of Directors..................... 4
Directors' Attendance at Annual Meetings.............................. 5
Directors' Compensation............................................... 5
Report of the Audit Committee............................................ 5
Management Compensation.................................................. 6
Summary Compensation Table............................................ 6
Indebtedness of Management and Related Party Transactions............. 6
Beneficial Ownership of Common Stock by Certain Beneficial Owners and
Management.............................................................. 7
Section 16(a) Beneficial Ownership Reporting Compliance............... 8
Ratification of Appointment of Independent Registered Public Accounting
Firm (Proposal Two)..................................................... 8
Audit Fees............................................................ 8
Shareholder Proposals, Nominations and Communications with the Board of
Directors............................................................... 9
Annual Reports........................................................... 10
Other Matters............................................................ 10
Appendix A - Audit Committee Charter..................................... A-1
PROXY STATEMENT
OF
HOME FEDERAL BANCORP, INC. OF LOUISIANA
_____________________
_____________________________________________________________________________
ABOUT THE ANNUAL MEETING OF SHAREHOLDERS
_____________________________________________________________________________
This proxy statement is furnished to holders of common stock of Home
Federal Bancorp, Inc. of Louisiana, the parent holding company of Home Federal
Savings and Loan Association. Our Board of Directors is soliciting proxies to
be used at the annual meeting of shareholders to be held at our main office at
624 Market Street, Shreveport, Louisiana, on Wednesday, December 14, 2005 at
10:00 a.m., Central Time, and any adjournment thereof, for the purposes set
forth in the Notice of Annual Meeting of Shareholders. This proxy statement
is first being mailed to shareholders on or about November 16, 2005.
What is the purpose of the annual meeting?
At our annual meeting, shareholders will act upon the matters outlined in
the notice of meeting, including the election of directors and ratification
of our independent registered public accounting firm. In addition, management
will report on the performance of Home Federal Bancorp and respond to questions
from shareholders.
Who is entitled to vote?
Only our shareholders of record as of the close of business on the record
date for the meeting, November 4, 2005, are entitled to vote at the meeting.
On the record date, we had 3,558,958 shares of common stock issued and
outstanding and no other class of equity securities outstanding. For each
issued and outstanding share of common stock you own on the record date, you
will be entitled to one vote on each matter to be voted on at the meeting, in
person or by proxy.
How do I submit my proxy?
After you have carefully read this proxy statement, indicate on your proxy
form how you want your shares to be voted. Then sign, date and mail your proxy
form in the enclosed prepaid return envelope as soon as possible. This will
enable your shares to be represented and voted at the annual meeting.
If my shares are held in "street name" by my broker, could my broker
automatically vote my shares for me?
Your broker may vote in his or her discretion on the election of directors
and ratification of the auditors if you do not furnish instructions.
Can I attend the meeting and vote my shares in person?
All shareholders are invited to attend the annual meeting. Shareholders
of record can vote in person at the annual meeting. If your shares are held in
street name, then you are not the shareholder of record and you must ask your
broker or other nominee how you can vote at the annual meeting.
1
Can I change my vote after I return my proxy card?
Yes. If you are a shareholder of record, there are three ways you can
change your vote or revoke your proxy after you have sent in your proxy form.
* First, you may send a written notice to our Corporate
Secretary, Ms. DeNell W. Mitchell, Home Federal
Bancorp, Inc. of Louisiana, 624 Market Street,
Shreveport, Louisiana 71101, in advance of the meeting
stating that you would like to revoke your proxy.
* Second, you may complete and submit a new proxy form
before the annual meeting. Any earlier proxies will be
revoked automatically.
* Third, you may attend the annual meeting and vote in
person. Any earlier proxy will be revoked. However,
attending the annual meeting without voting in person
will not revoke your proxy.
If your shares are held in "street name" and you have instructed a broker
or other nominee to vote your shares, you must follow directions you receive
from your broker or other nominee to change your vote.
What constitutes a quorum?
The presence at the meeting, in person or by proxy, of the holders of a
majority of outstanding shares that all shareholders are entitled to vote on a
particular matter will constitute a quorum. Proxies received but marked as
abstentions and broker non-votes will be included in the calculation of the
number of votes considered to be present at the meeting.
What are the Board of Directors' recommendations?
The recommendations of the Board of Directors are set forth under the
description of each proposal in this proxy statement. In summary, the Board of
Directors recommends that you vote FOR the nominees for director described
herein and FOR ratification of the appointment of LaPorte Sehrt Romig & Hand
for fiscal 2006.
The proxy solicited hereby, if properly signed and returned to us and not
revoked prior to its use, will be voted in accordance with your instructions.
If no contrary instructions are given, each proxy signed and received will be
voted in the manner recommended by the Board of Directors and, upon the
transaction of such other business as may properly come before the meeting,
in accordance with the best judgment of the persons appointed as proxies.
Proxies solicited hereby may be exercised only at the annual meeting and any
adjournment of the annual meeting and will not be used for any other meeting.
What vote is required to approve each item?
The election of directors will be determined by a plurality of the votes
cast at the annual meeting. The three nominees for director receiving the
most "for" votes will be elected directors. The affirmative vote of a
majority of the shares represented in person or by proxy at the annual
meeting is required for approval of the proposal to ratify the appointment
of LaPorte Sehrt Romig & Hand for fiscal 2006. Abstentions are considered in
determining the presence of a quorum and will count as a vote against the
proposal to ratify the appointment of the independent registered public
accounting firm.
2
As indicated below under "Beneficial Ownership of Common Stock by Certain
Beneficial Owners and Management," Home Federal Mutual Holding Company of
Louisiana owns a majority of our outstanding common stock. The Mutual Holding
Company intends to vote all of the shares it owns for the nominees for director
and for the ratification of the appointment of LaPorte Sehrt Romig & Hand,
thereby ensuring a quorum at the annual meeting, and that each of such
proposals will be adopted.
_____________________________________________________________________________
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR, CONTINUING
DIRECTORS AND EXECUTIVE OFFICERS
_____________________________________________________________________________
Election of Directors (Proposal One)
Our Bylaws provide that the Board of Directors shall be divided into
three classes as nearly equal in number as possible. The directors are elected
by our shareholders for staggered terms and until their successors are elected
and qualified. One class shall be elected annually. At this meeting, you will
be asked to elect one class of directors, consisting of three directors, for
a three-year term expiring in 2008 and until their successors are elected and
qualified.
Our Board of Directors has recommended the re-election of Messrs.
Humphrey, York and David Herndon as directors. No nominee for director is
related to any other director or executive officer by blood, marriage or
adoption, except Daniel Herndon and David Herndon III who are brothers and
Sidney York and Amos Wedgeworth Jr., who are brothers-in-law. Shareholders
are not permitted to use cumulative voting for the election of directors.
Our Board of Directors has determined that Messrs. Colquitt, Hearne, Humphrey,
Lawrence, Wedgeworth and York are independent directors as defined in the
Nasdaq listing standards.
Unless otherwise directed, each proxy signed and returned by a shareholder
will be voted for the election of the nominees for director listed below. If
any person named as a nominee should be unable or unwilling to stand for
election at the time of the annual meeting, the proxies will nominate and vote
for any replacement nominee or nominees recommended by our Board of Directors.
At this time, the Board of Directors knows of no reason why any of the nominees
listed below may not be able to serve as a director if elected.
The following tables present information concerning the nominees for
director, and our continuing directors, all of whom also serve as directors of
Home Federal Savings and Loan Association. The indicated period of service as
a director includes service as a director of Home Federal Savings and Loan
Association prior to the organization of Home Federal Bancorp in 2005. Ages
are reflected as of June 30, 2005.
Nominees for Director for Three-Year Terms Expiring in 2008
Position with Home Federal Bancorp and Director
Name Age Principal Occupation During the Past Five Years Since
____________________ _____ _______________________________________________ ________
David A. Herndon III 68 Director. Retired geologist. 1998
Woodus K. Humphrey 65 Director. Insurance executive, 2001
Woodus Humphrey Insurance, Inc.,
Shreveport, Louisiana.
Sidney D. York 77 Director. Retired as Chairman of 1977
Home Federal Savings and Loan in
January 1998 and as President in
September 1993.
The Board of Directors recommends that you vote FOR election of the nominees
for director.
3
Members of the Board of Directors Continuing in Office
Directors Whose Terms Expire in 2006
Position with Home Federal Bancorp and Director
Name Age Principal Occupation During the Past Five Years Since
____________________ _____ _______________________________________________ ________
Henry M. Hearne 65 Director. Self employed in the 2000
fields of investments and farming.
Clyde D. Patterson 63 Director. Executive Vice President 1990
of Home Federal Savings and Loan
and Home Federal Bancorp since
September 1993 and January 2005,
respectively.
Amos L. Wedgeworth, Jr. 79 Director. Retired physician. 1980
Directors Whose Terms Expire in 2007
Position with Home Federal Bancorp and Director
Name Age Principal Occupation During the Past Five Years Since
____________________ _____ _______________________________________________ ________
Walter T. Colquitt III 60 Director. Dentist, Shreveport, 1993
Louisiana.
Daniel R. Herndon 65 Chairman of the Board of Directors 1980
of Home Federal Savings and Loan
since January 1998. President and
Chief Executive Officer of Home
Federal Savings and Loan since
September 1993. Chairman,
President and Chief Executive
Officer of Home Federal Bancorp
since 2005.
Scott D. Lawrence 59 Director. President of 1994
Southwestern Wholesale, Shreveport,
Louisiana since 1980.
Executive Officer Who is Not Also A Director
DeNell W. Mitchell, age 49 years, has served as the Vice President and
Senior Lending Officer of Home Federal Savings and Loan since 1993 and
Secretary-Treasurer since 2004. Ms. Mitchell has served as Vice President and
Corporate Secretary of Home Federal Bancorp since 2005.
Director Nominations
Nominations for director of Home Federal Bancorp are made by the full
Board of Directors which acts as the nominating committee pursuant to our
federal stock Bylaws. The Board of Directors will consider candidates for
director suggested by other directors, as well as our management and
shareholders. A shareholder who desires to recommend a prospective nominee
for the Board should notify our Secretary in writing with whatever supporting
material the shareholder considers appropriate. Any shareholder wishing to
make a nomination must follow our procedures for shareholder nominations,
which are described under "Shareholder Proposals, Nominations and
Communications with the Board of Directors."
Committees and Meetings of the Board of Directors
During the fiscal year ended June 30, 2005, the Board of Directors of
Home Federal Bancorp met 12 times. No director of Home Federal Bancorp
attended fewer than 75% of the aggregate of the total number of Board meetings
held during the period for which he has been a director and the total number
of meetings held by all committees of the Board on which he served during the
periods that he served.
4
The compensation levels of the Chief Executive Officer and the other
officers are determined by the full Board of Directors. Messrs. Daniel Herndon
and Clyde Patterson do not participate in discussions of their own compensation.
Audit Committee. The Board of Directors of Home Federal Bancorp has
established an Audit Committee consisting of Messrs. Hearne, Lawrence and
David Herndon. The Audit Committee reviews with management and the
independent registered public accounting firm the systems of internal control,
reviews the annual financial statements, including the Form 10-KSB and monitors
Home Federal Bancorp's adherence in accounting and financial reporting to
generally accepted accounting principles. The Audit Committee is comprised of
three directors who are independent directors as defined in the Nasdaq listing
standards and the rules and regulations of the Securities and Exchange
Commission, except for David Herndon, who is the brother of Daniel Herndon.
The Board of Directors has determined that no members of the Audit Committee
meet the qualifications established for an audit committee financial expert in
the regulations of the Securities and Exchange Commission. The Audit
Committee met one time in fiscal 2005. The Audit Committee charter as
presently in effect is attached hereto as Appendix A.
Directors' Attendance at Annual Meetings
Directors are expected to attend the annual meeting absent a valid reason
for not doing so.
Directors' Compensation
We do not pay separate compensation to directors for their service on the
Board of Directors of Home Federal Bancorp. Members of Home Federal Savings and
Loan's Board of Directors receive $600 per regular Board meeting and $50 per
committee meeting, only if attended. The members of the Board may also receive
bonuses in June and December of each year which ranged from $900 to $1,000 in
fiscal 2005. Board fees are subject to periodic adjustment by the Board of
Directors.
_____________________________________________________________________________
REPORT OF THE AUDIT COMMITTEE
_____________________________________________________________________________
The functions of the Audit Committee include the following: performing
all duties assigned by the Board of Directors, reviewing with management and
independent public accountants the basis for the reports issued by Home
Federal Saving and Loan and Home Federal Bancorp, Inc. pursuant to federal
regulatory requirements, meeting with the independent registered public
accounting firm to review the scope of audit services, significant accounting
changes and audit conclusions regarding significant accounting estimates,
assessments as to the adequacy of internal controls and the resolution of any
significant deficiencies or material control weaknesses, and assessing
compliance with laws and regulations and overseeing the internal audit
function. The Audit Committee also reviews and assesses the adequacy of its
Charter on an annual basis.
The Audit Committee has reviewed and discussed Home Federal Bancorp's
audited financial statements with management. The Audit Committee has
discussed with Home Federal Bancorp's independent registered public accounting
firm, LaPorte Sehrt Romig and Hand, the matters required to be discussed by
the Statement on Auditing Standards ("SAS") No. 61, "Communication with Audit
Committees," as amended by SAS No. 90, "Audit Committee Communications." The
Audit Committee has received the written disclosures and the letter from the
independent registered public accounting firm required by Independence
Standards Board Standard No. 1, "Independence Discussions with Audit
Committees" and has discussed with LaPorte Sehrt Romig & Hand, the
independent auditor's
5
independence. Based on the review and discussions referred to above in this
report, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in Home Federal Bancorp's Annual
Report on Form 10-KSB for fiscal year 2005 for filing with the Securities and
Exchange Commission.
Henry M. Hearne
David A. Herndon III
Scott D. Lawrence
_____________________________________________________________________________
MANAGEMENT COMPENSATION
_____________________________________________________________________________
Summary Compensation Table
The following table sets forth a summary of certain information concerning
the compensation paid by Home Federal Savings and Loan (including amounts
deferred to future periods by the officers) for services rendered in all
capacities during the fiscal years ended June 30, 2005 and 2004 to the
President and Chief Executive Officer and the other executive officer of
Home Federal Savings and Loan during fiscal 2005 whose salary plus bonus
exceeded $100,000. Home Federal Bancorp has not paid separate cash
compensation to its officers and directors.
Annual Compensation(1)
Fiscal ______________________ Other
Name and Principal Position Year Salary Bonus Compensation
_______________________________ ________ __________ __________ ____________
Daniel R. Herndon 2005 $130,350 $13,035 $17,703(2)
President and Chief Executive 2004 128,304 12,665 16,798
Officer
Clyde D. Patterson 2005 $103,700 $10,370 $15,944(2)
Executive Vice President 2004 102,085 10,070 14,625
___________________
(1) Annual compensation does not include amounts attributable to other
miscellaneous benefits received by Mr. Herndon. The costs to Home Federal
Savings and Loan of providing such benefits during fiscal 2004 did not
exceed 10% of the total salary and bonus paid to or accrued for the benefit
of the individual executive officer.
(2) Includes contributions by Home Federal Savings and Loan of $8,603 and
$6,844 to the accounts of Messrs. Herndon and Patterson, respectively,
under the Home Federal Savings and Loan 401(k) Plan during fiscal 2005 and
$9,100 in directors' fees paid to each individual during fiscal 2005.
Indebtedness of Management and Related Party Transactions
In accordance with applicable federal laws and regulations, Home Federal
Savings and Loan offers mortgage loans to its directors, officers and employees
as well as members of their immediate families for the financing of their
primary residences and certain other loans. These loans are generally made
on substantially the same terms as those prevailing at the time for comparable
transactions with non-affiliated persons. It is the belief of management that
these loans neither involve more than the normal risk of collectibility nor
present other unfavorable features.
6
_____________________________________________________________________________
BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
_____________________________________________________________________________
The following table sets forth as of November 4, 2005, the voting record
date, certain information as to the common stock beneficially owned by (i)
each person or entity, including any "group" as that term is used in Section
13(d)(3) of the Securities Exchange Act of 1934, who or which was known to us
to be the beneficial owner of more than 5% of the issued and outstanding
common stock, (ii) the directors of Home Federal Bancorp, (iii) certain
executive officers of Home Federal Bancorp; and (iv) all directors and
executive officers of Home Federal Bancorp as a group.
Name of Beneficial Amount and Nature of
Owner or Number of Beneficial Ownership as of Percent of
Persons in Group November 4, 2005(1) Common Stock
_______________________________________________________ ____________________________ _____________
Home Federal Mutual Holding Company of Louisiana....... 2,135,375 60.0%
624 Market Street
Shreveport, Louisiana 71101
Directors:
Walter T. Colquitt III............................. 3,089(2) *
Henry M. Hearne.................................... 17,989(2)(3) *
Daniel R. Herndon.................................. 35,430(2)(4) 1.0
David A. Herndon III............................... 21,989(2)(5) *
Woodus K. Humphrey................................. 12,989(2) *
Scott D. Lawrence.................................. 12,989(2)(6) *
Clyde D. Patterson................................. 14,300(2)(7) *
Amos L. Wedgeworth, Jr............................. 3,989(2) *
Sidney D. York..................................... 4,489(2) *
All Directors and Executive Officers
as a Group (10 persons).............................. 116,640(2) 2.2%
___________________
* Represents less than 1% of our outstanding common stock.
(1) Based upon filings made pursuant to the Securities Exchange Act of 1934
and information furnished by the respective individuals. Under
regulations promulgated pursuant to the Securities Exchange Act of 1934,
shares of common stock are deemed to be beneficially owned by a person if
he or she directly or indirectly has or shares (i) voting power, which
includes the power to vote or to direct the voting of the shares, or (ii)
investment power, which includes the power to dispose or to direct the
disposition of the shares. Unless otherwise indicated, the named
beneficial owner has sole voting and dispositive power with respect to
the shares.
(2) Includes a total of 49,815 shares over which the directors and executive
officers as a group (10 persons) have voting power which have been
granted pursuant to the 2005 Recognition and Retention Plan and are held
in the associated trust. Individually, each director has been allocated
2,989 of such shares and Messrs. Daniel Herndon and Clyde Patterson have
been allocated 17,430 and 9,300 shares, respectively.
(3) Includes 5,000 shares held by Mr. Hearne's spouse and 10,000 shares held
by the Grand Bend Investments LLC, of which Mr. Hearne is a principal.
(4) Includes 5,000 shares held in Home Federal Savings and Loan Association's
401(k) Plan for the benefit of Mr. Herndon and 13,000 shares held by
Herndon Investment Company LLC over which Mr. Herndon disclaims beneficial
ownership except with respect to his 50% ownership interest therein.
(5) Includes 13,000 shares held by Herndon Investment Company LLC, of which
Mr. Herndon is a 50% owner, and over which he disclaims beneficial
ownership except with respect to his pecuniary interest therein.
(6) Includes 5,000 shares held in Mr. Lawrence's individual retirement account.
(7) The 5,000 shares are held in Home Federal Savings and Loan Association's
401(k) Plan for the benefit of Mr. Patterson.
7
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the officers and directors, and persons who own more than 10% of Home Federal
Bancorp's common stock to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Officers, directors and greater
than 10% shareholders are required by regulation to furnish Home Federal
Bancorp with copies of all Section 16(a) forms they file. We know of no person
who owns 10% or more of our common stock other than Home Federal Mutual
Holding Company.
Based solely on our review of the copies of such forms furnished to us,
or written representations from our officers and directors, we believe that
during, and with respect to, the fiscal year ended June 30, 2005, our officers
and directors complied in all respects with the reporting requirements
promulgated under Section 16(a) of the Securities Exchange Act of 1934.
_____________________________________________________________________________
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL TWO)
_____________________________________________________________________________
The Audit Committee of the Board of Directors of Home Federal Bancorp has
appointed LaPorte Sehrt Romig & Hand, independent registered public accounting
firm, to perform the audit of our financial statements for the year ending
June 30, 2006, and further directed that the selection of auditors be
submitted for ratification by the shareholders at the annual meeting.
We have been advised by LaPorte Sehrt Romig & Hand that neither that firm
nor any of its associates has any relationship with Home Federal Bancorp or
its subsidiaries other than the usual relationship that exists between an
independent registered public accounting firm and its clients. LaPorte Sehrt
Romig & Hand will have one or more representatives at the annual meeting
who will have an opportunity to make a statement, if they so desire, and will
be available to respond to appropriate questions.
In determining whether to appoint LaPorte Sehrt Romig & Hand as our
independent registered public accounting firm, the Audit Committee considered
whether the provision of services, other than auditing services, by LaPorte
Sehrt Romig & Hand is compatible with maintaining their independence. In
fiscal 2005 and 2004, LaPorte Sehrt Romig & Hand performed auditing services
as well as reviewed our public filings. The Audit Committee believes that
LaPorte Sehrt Romig & Hand's performance of these services is compatible with
maintaining the independent registered public accounting firm's independence.
The Board of Directors recommends that you vote FOR the ratification of the
appointment of LaPorte Sehrt Romig & Hand as our independent registered
public accounting firm for the fiscal year ending June 30, 2006.
Audit Fees
The following table sets forth the aggregate fees paid by us to LaPorte
Sehrt Romig & Hand for professional services rendered by LaPorte Sehrt Romig
& Hand in connection with the audit of Home Federal Bancorp's consolidated
financial statements for fiscal 2005 and 2004, as well as the fees paid by us
to LaPorte Sehrt Romig & Hand for audit-related services, tax services and
all other services rendered by LaPorte Sehrt Romig & Hand to us during fiscal
2005 and 2004.
8
Year Ended June 30,
______________________
2005 2004
__________ _________
Audit fees (1)......................... $53,070 $72,005
Audit-related fees..................... -- --
Tax fees............................... -- --
All other fees......................... -- --
______ ______
Total................................. $53,070 $72,005
====== ======
___________________
(1) Audit fees consist of fees incurred in connection with the audit of our
annual financial statements and the review of the interim financial
statements included in our quarterly reports filed with the Securities
and Exchange Commission, as well as work generally only the independent
auditor can reasonably be expected to provide, such as statutory audits,
consents and assistance with and review of documents filed with the
Securities and Exchange Commission. Audit fees for fiscal 2005 include
fees incurred in connection with the provision of a comfort letter for
our initial public offering prospectus.
The Audit Committee selects our independent registered public accounting
firm and pre-approves all audit services to be provided by it to Home Federal
Bancorp. The Audit Committee also reviews and pre-approves all audit-related
and non-audit related services rendered by our independent registered public
accounting firm in accordance with the Audit Committee's charter. In its
review of these services and related fees and terms, the Audit Committee
considers, among other things, the possible effect of the performance of such
services on the independence of our independent registered public accounting
firm. The Audit Committee pre-approves certain audit-related services and
certain non-audit related tax services which are specifically described
by the Audit Committee on an annual basis and separately approves other
individual engagements as necessary.
Each new engagement of LaPorte Sehrt Romig & Hand was approved in advance
by the Audit Committee or its Chair, and none of those engagements made use
of the de minimis exception to pre-approval contained in the Securities and
Exchange Commission's rules.
_____________________________________________________________________________
SHAREHOLDER PROPOSALS, NOMINATIONS AND COMMUNICATIONS
WITH THE BOARD OF DIRECTORS
_____________________________________________________________________________
Shareholder Proposals. Any proposal which a shareholder wishes to have
included in the proxy materials of Home Federal Bancorp relating to the next
annual meeting of shareholders of Home Federal Bancorp, which is scheduled to
be held in November or December 2007, must be made in writing and filed with
the Corporate Secretary, DeNell W. Mitchell, Home Federal Bancorp, 624 Market
Street, Shreveport, Louisiana, 71101, no later than July 19, 2006. If such
proposal is in compliance with all of the requirements of Rule 14a-8 under
the Securities Exchange Act of 1934, as amended, it will be included in the
proxy statement and set forth on the form of proxy issued for such annual
meeting of shareholders. It is urged that any such proposals be sent certified
mail, return receipt requested.
Shareholder proposals which are not submitted for inclusion in Home
Federal Bancorp's proxy materials pursuant to Rule 14a-8 may be brought before
an annual meeting pursuant to Article II, Section 15 of Home Federal Bancorp's
Bylaws. Notice of the proposal must be given in writing and delivered to, or
mailed and received at, our principal executive offices five days before the
date of the annual meeting. The notice must include the information required
by Article II, Section 15 of our Bylaws.
Shareholder Nominations. Our Bylaws provide that all nominations for
election to the Board of Directors, other than those made by the Board or a
committee thereof, shall be made by a shareholder who has complied with the
notice and information requirements contained in Article II, Section 14 of
our Bylaws. Written notice of a shareholder nomination generally must be
communicated to the attention of
9
the Secretary and either delivered to, or mailed and received at, our
principal executive offices not later than, with respect to an annual meeting
of shareholders five days before the date of the annual meeting.
Other Shareholder Communications. Shareholders who wish to communicate
with the Board may do so by sending written communications addressed to the
Board of Directors of Home Federal Bancorp, Inc., c/o DeNell W. Mitchell,
Corporate Secretary, at 624 Market Street, Shreveport, Louisiana 71101.
Ms. Mitchell will forward such communications to the director or
directors to whom they are addressed.
_____________________________________________________________________________
ANNUAL REPORTS
_____________________________________________________________________________
A copy of Home Federal Bancorp's Annual Report for the year ended June
30, 2005 accompanies this proxy statement. Such annual report is not part of
the proxy solicitation materials.
Upon receipt of a written request, we will furnish to any shareholder a
copy of the Form 10-KSB for the year ended June 30, 2005 and exhibits to the
Annual Report on Form 10-KSB. Such written requests should be directed to
Ms. DeNell W. Mitchell, Corporate Secretary, Home Federal Bancorp, Inc.,
624 Market Street, Shreveport, Louisiana 71101.
_____________________________________________________________________________
OTHER MATTERS
_____________________________________________________________________________
Management is not aware of any business to come before the annual meeting
other than the matters described above in this proxy statement. However, if
any other matters should properly come before the meeting, it is intended
that the proxies solicited hereby will be voted with respect to those other
matters in accordance with the judgment of the persons voting the proxies.
The cost of the solicitation of proxies will be borne by Home Federal
Bancorp. Home Federal Bancorp will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses incurred by them
in sending the proxy materials to the beneficial owners of Home Federal
Bancorp's common stock. In addition to solicitations by mail, directors,
officers and employees of Home Federal Bancorp may solicit proxies personally
or by telephone without additional compensation.
10
Appendix A
HOME FEDERAL BANCORP, INC. OF LOUISIANA
AUDIT COMMITTEE CHARTER
(as of May 11, 2005)
I. Audit Committee Purpose
The Audit Committee is appointed by the Board of Directors
(the "Board") to assist the Board in fulfilling its oversight
responsibilities. The Audit Committee's primary duties and
responsibilities are to:
* Appoint the Company's independent registered public
accounting firm.
* Monitor the integrity of the Company's financial reporting
processes and systems of internal controls regarding finance,
accounting, legal, and regulatory compliance as prepared by
management and reviewed by the Company's independent registered
public accounting firm.
* Monitor the qualifications, independence, and performance of
the Company's independent registered public accounting firm.
* Provide an avenue of communication among the Company's
independent registered public accounting firm, management and the
Board.
The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it shall have direct access
to the Company's independent registered public accounting firm as well as
anyone in the organization. The Audit Committee has the ability to retain,
at the Company's expense, independent counsel and other advisers or experts
as it deems necessary to carry out its duties.
The Audit Committee shall be directly responsible for appointing,
determining compensation of, and overseeing the Company's independent
registered public accounting firm in accordance with Section 301 of the
Sarbanes-Oxley Act of 2002 (the "Act") and section 10A(m)2 of the Securities
Exchange Act of 1934 as amended (the "Exchange Act").
II. Audit Committee Composition and Meetings
Audit Committee members shall meet the applicable requirements of the
Securities and Exchange Commission ("SEC"). The Audit Committee shall be
comprised of three or more directors, as determined by the Board, each of
whom shall be independent, as such term is defined in the rules of the SEC,
free from any relationship that would interfere with the exercise of his or
her independent judgment. In order to maintain independent judgment, Audit
Committee members are prohibited from receiving any consulting, advisory, or
other compensatory fee from the Company or any parent or subsidiary, other
than payment for Board or committee service. All members of the Committee
shall have a basic understanding of finance and accounting and be able to
read and understand fundamental financial statements at the time of their
appointment.
Audit Committee members shall be appointed by the Board. If an Audit
Committee Chair is not designated or present, the members of the Committee
may designate a Chair by majority vote of the Committee membership.
A-1
The Committee shall meet at least four times annually, or more frequently
as circumstances dictate. The Committee should meet privately in executive
session at least annually with management, the Company's independent
registered public accounting firm, and as a committee to discuss any matters
that the Committee or each of these groups believe should be discussed. In
addition, the Committee, or at least its Chair, should communicate with
management and the independent registered public accounting firm no less than
quarterly to review the Company's financial statements and significant
findings based upon the limited review procedures conducted by the Company's
independent registered public accounting firm. In addition, the Committee
Chair or another member of the Committee selected thereby should review the
Company's earnings releases with management and the independent registered
public accounting firm prior to their release. The Committee shall maintain
written minutes of its meetings, which will be filed with the minutes of
the Board.
III. Audit Committee Responsibilities and Duties
Review Procedures
_________________
1. Review and reassess the adequacy of this Charter at least annually.
Submit the charter to the Board of Directors for approval. Have the
charter published at least every three years in accordance with SEC
regulations.
2. Review the Company's annual audited financial statements and unaudited
interim financial statements including disclosures within "Management's
Discussion and Analysis or Plan of Operation," prior to filing or
distribution. Review should include discussion with management and the
independent registered public accounting firm of significant issues
regarding accounting principles including critical accounting policies,
practices, and judgments.
3. In consultation with the management, and the independent registered
public accounting firm, consider significant financial risk exposures,
including the effect of the regulatory and accounting initiatives, as
well as off-balance sheet structures, on the financial statements and
the steps management has taken to monitor, control, and report such
exposures. Review significant findings prepared by the independent
registered public accounting firm together with management's responses.
4. Review with management and the independent registered public accounting
firm the Company's quarterly financial results prior to the release of
earnings and/or the Company's quarterly financial statements prior to
filing or distribution of the Quarterly Report on Form 10-QSB. Review
with the Company's independent registered public accounting firm the
results of such firm's review of the Company's quarterly financial
statements and draft quarterly report on Form 10-QSB. The Chair of the
Committee may represent the entire Audit Committee for purposes of this
review.
5. Review disclosures made by the CEO and the CFO during the Forms 10-KSB
and 10-QSB certification process about significant deficiencies in the
design or operation of internal controls or any fraud that involves
management or other employees who have a significant role in the
Company's internal controls.
Independent Registered Public Accounting Firm
_____________________________________________
6. The Audit Committee shall be directly responsible for the appointment,
compensation, oversight of the work, evaluation, and termination of the
Company's independent registered public accounting firm (subject, if
applicable, to shareholder ratification). The independent registered
A-2
public accounting firm shall report directly to the Audit Committee and
the Audit Committee will be responsible for the resolution of any
disagreements between management and the independent auditor regarding
financial reporting. The Audit Committee shall also review the
independence of the registered public accounting firm.
7. All auditing services and all non-audit services, which are not
prohibited by law, shall be pre-approved by the Audit Committee
pursuant to such processes as are determined to be
advisable.
Exception - The pre-approval requirement set forth in the first sentence
above, shall not be applicable with respect to the provision of non-audit
services, if:
(i) the aggregate amount of all such non-audit services provided
to the Company constitutes not more than five percent of the
total amount paid by the Company to its independent registered
public accounting firm during the calendar year in which
the non-audit services are provided;
(ii) such services were not recognized by the Company at the time of
the engagement to be non-audit services; and
(iii) such services are promptly brought to the attention of the
Committee and approved prior to the completion of the audit by
the Committee or by one or more members of the Committee to
whom authority to grant such approvals has been delegated by
the Committee.
Delegation - The Committee may delegate to one or more designated members
of the Committee the authority to grant required pre-approvals. The
decisions of any member to whom authority is delegated under this
paragraph to pre-approve an activity under this subsection shall be
presented to the full Committee at its next scheduled meeting.
The pre-approval policies and procedures will be disclosed in the
Company's proxy statements and annual reports in the manner directed by
the regulations of the SEC.
8. On an annual basis, review and discuss with the independent registered
public accounting firm all significant relationships they have with the
Company that could impair such firm's independence. Consider whether
the provision of any non-audit services by the independent registered
public accounting firm is compatible with maintaining the auditor's
independence.
9. Review the independent registered public accounting firm's
audit plan including discussions of audit scope, staffing,
locations, reliance upon management, and internal audit and
general audit approach.
10. Prior to releasing the year-end earnings, discuss the results of the
audit with the independent registered public accounting firm including
any audit problems or difficulties and management's responses. Discuss
any matters required to be communicated to audit committees in
accordance with AICPA SAS No. 61 (as amended by SAS No. 90) and obtain
the written disclosures and the letter from the independent registered
public accounting firm required by Independence Standards Board Standard
No. 1.
11. Consider the independent registered public accounting firm's judgments
about the quality and appropriateness of the Company's accounting
principles as applied in its financial reporting. Prior to releasing
the year-end earnings, obtain a report from the independent registered
public
A-3
accounting firm containing (a) all critical accounting policies used by
the Company, (b) alternative accounting treatments that have been
discussed with management and the potential ramifications of using those
alternatives, and (c) other written communications provided by the
independent registered public accounting firm to management, e.g., a
management letter and schedule of unadjusted registered public
accounting firm differences.
12. Ensure no former upper level employees of the independent registered
public accounting firm who could influence the independent registered
public accounting firm serve in an accounting role or financial
reporting oversight role of the Company, as such terms are defined by
the regulation.
13. Inquire of the independent registered public accounting firm whether any
member of the audit engagement team received bonuses or incentive
compensation based on the sale of non-audit products or services to the
Company, which is prohibited by the Act and the provisions of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act")
and the regulations promulgated there under.
14. Review the audit engagement team to determine appropriate qualifications
as well as to determine whether any members would be disqualified under
the independence provisions of the Exchange Act and the regulations
promulgated thereunder, including, but not limited to, Regulation S-X of
the SEC.
15. Ensure that the Company provides the required proxy statement and annual
report disclosure of the fees paid to the independent registered public
accounting firm.
Other Audit Committee Responsibilities
______________________________________
16. Annually prepare a report to shareholders as required by the SEC. The
report must be included in the Company's annual proxy statement. The
Audit Committee will also make a specific recommendation, disclosed in
the proxy statement, whether or not the Company's audited financial
statements should be included in the Company's annual report to
shareholders.
17. Establish procedures for the receipt, retention, and treatment of
internal and external complaints received by the Company regarding
accounting, internal accounting controls, or auditing matters. In
establishing such procedures, the Committee must provide for the ability
of the Company's employees to submit by confidential, anonymous
submission any concerns regarding questionable accounting or auditing
matters.
18. Review and approve all related-party transactions, as described in Item
404 of Regulation S-B of the SEC's rules (e.g. Company transactions with
any director or executive officer of the Company or any Company security
holder with more than five percent of the voting securities, including
immediate family members or associates or affiliates of any of the above).
19. Perform any other activities consistent with this Charter, the Company's
Charter and Bylaws, and governing law, as the Committee or the Board
deems necessary or appropriate.
20. Review the process for communicating and compliance with the Company's
"Code of Conduct" to all employees as detailed in the Employee Handbook.
This "Code" also includes the "Whistleblower Procedures," which details
procedures for reporting violations of the Code of Conduct.
A-4
21. Review with management, and the independent registered public accounting
firm the adequacy of the Company's internal controls.
22. Review with management the scope and results of management's evaluation
of disclosure controls and assessment of internal controls over financial
reporting including the related certifications to be included in the
Company's periodic reports filed with the SEC.
23. Review with the Company's independent registered public accounting firm
the scope and results of their review of management's assessment of
internal controls over financial reporting.
A-5
[X] Please Mark Votes HOME FEDERAL BANCORP, INC. OF LOUISIANA REVOCABLE PROXY
As in This Example ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF HOME FEDERAL
BANCORP, INC. OF LOUISIANA FOR USE AT THE ANNUAL MEETING OF SHAREHOLDERS TO
BE HELD ON DECEMBER 14, 2005 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints the Board of Directors of Home Federal
Bancorp, Inc. of Louisiana or any successors thereto, as proxies with full
powers of substitution, to represent and vote, as designated below, all the
shares of common stock of Home Federal Bancorp, Inc. held of record by the
undersigned on November 4, 2005 at the Annual Meeting of Shareholders to be
held at the main office of Home Federal Bancorp, located at 624 Market Street,
Shreveport, Louisiana on Wednesday, December 14, 2005, at 10:00 a.m., Central
Time, or at any adjournment thereof.
1. ELECTION of directors for three year term.
[ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT
NOMINEES for three-year term expiring in 2008: David A. Herndon III, Woodus K.
Humphrey and Sidney D. York
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. PROPOSAL to ratify the appointment of LaPorte Sehrt Romig & Hand as Home
Federal Bancorp's independent registered public accounting firm for the fiscal
year ending June 30, 2006.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
The Board of Directors recommends that you vote "FOR" all the nominees
listed above and "FOR" the ratification of LaPorte Sehrt Romig & Hand.
THE SHARES OF HOME FEDERAL BANCORP'S COMMON STOCK WILL BE VOTED AS
SPECIFIED. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE
NOMINEES TO THE BOARD OF DIRECTORS AND FOR RATIFICATION OF HOME FEDERAL
BANCORP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND OTHERWISE AT
THE DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR
TO THE TIME IT IS VOTED AT THE ANNUAL MEETING.
The undersigned hereby acknowledges receipt of the Notice of Annual
Special Meeting of Shareholders of Home Federal Bancorp, Inc. of Louisiana
and the accompanying Proxy Statement and Annual Report for the year ended
June 30, 2005, prior to the signing of this proxy.
Please sign this proxy exactly as your name(s) appear(s) on this proxy.
When signing in a representative capacity, please give title. When shares are
held jointly, only one holder need sign.
__________________________________
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 FEDERAL BANCORP, INC. OF LOUISIANA
_____________________________________________________________________________
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
_____________________________________________________________________________
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.
___________________________________________________
___________________________________________________
___________________________________________________
HOME FEDERAL SAVINGS AND LOAN ASSOCIATION
EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
VOTING INSTRUCTION BALLOT
____________________
HOME FEDERAL BANCORP, INC. OF LOUISIANA
ANNUAL MEETING OF SHAREHOLDERS
____________________
[X] Please Mark Votes
As in This Example
The undersigned hereby instructs the Trustees of the Employees' Savings
and Profit Sharing Plan (the "401(k) Plan") of Home Federal Savings and Loan
Association to vote, as designated below, all the shares of common stock of
Home Federal Bancorp, Inc. allocated to my 401(k) Plan account as of November
4, 2005 at the Annual Meeting of Shareholders to be held at Home Federal
Bancorp's main office located at 624 Market Street, Shreveport, Louisiana, on
Wednesday, December 14, 2005, at 10:00 a.m., Central Time, or at any
adjournment thereof.
1. ELECTION of directors for three year term.
[ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT
NOMINEES for three-year term expiring in 2008: David A. Herndon III, Woodus K.
Humphrey and Sidney D. York
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. PROPOSAL to ratify the appointment of LaPorte Sehrt Romig & Hand as Home
Federal Bancorp's independent registered public accounting firm for the fiscal
year ending June 30, 2006.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Trustees are authorized to vote upon such other
business as may properly come before the meeting.
The Board of Directors recommends that you vote "FOR" all the nominees
listed above and "FOR" the ratification of LaPorte Sehrt Romig & Hand.
THE SHARES OF HOME FEDERAL BANCORP'S COMMON STOCK WILL BE VOTED AS
SPECIFIED. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE
NOMINEES TO THE BOARD OF DIRECTORS AND FOR RATIFICATION OF HOME FEDERAL
BANCORP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND OTHERWISE AT
THE DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR
TO THE TIME IT IS VOTED AT THE ANNUAL MEETING.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders of Home Federal Bancorp, Inc. and the accompanying
Proxy Statement and Annual Report for the year ended June 30, 2005 prior to
the signing of this card.
Please sign this card exactly as your name appears on this card. When
signing in a representative capacity, please give title.
_____________________
Please be sure to sign and | Date |
date this Card. | |
______________________________|_____________________|
|
|
|
____ Participant sign above _______________________|
[HOME FEDERAL BANCORP, INC. OF LOUISIANA]
November 16, 2005
To: Participants in the Home Federal Savings and Loan Association Employees
Savings and Profit Sharing Plan (the "401(k) Plan")
Re: Instructions for voting shares of Home Federal Bancorp, Inc. of Louisiana
As described in the enclosed materials, proxies are being solicited in
connection with the proposals to be considered at the upcoming Annual Meeting
of Shareholders of Home Federal Bancorp, Inc. We hope you will take advantage
of the opportunity to direct the manner in which shares of common stock of
Home Federal Bancorp allocated to your account in the Home Federal Savings and
Loan Association 401(k) Plan will be voted.
Enclosed with this letter is the Proxy Statement, which describes the
matters to be voted upon and Voting Instruction Ballot. After you have
reviewed the Proxy Statement, we urge you to vote your allocated shares
held in the 401(k) Plan by marking, dating, signing and returning the enclosed
Voting Instruction Ballot. In order to be effective, your Voting Instruction
Ballot must be received by Clyde D. Patterson no later than December 7, 2005.
Mr. Patterson will tabulate the votes for the purpose of having those shares
voted by the Trustees.
We urge each of you to vote, as a means of participating in the governance
of the affairs of Home Federal Bancorp. If your voting instructions are not
received, the shares allocated to your 401(k) Plan account will generally not
be voted. While I hope that you will vote in the manner recommended by the
Board of Directors, the most important thing is that you vote in whatever
manner you deem appropriate. Please take a moment to do so.
Please note that the enclosed material relates only to those shares which
have been allocated to you in your account under the 401(k) Plan. If you also
own shares of Home Federal Bancorp common stock outside of the 401(k) Plan,
you should receive other voting material for those shares owned by you
individually.
Please return all your voting material so that all your shares may be voted.
Sincerely,
/S/ Daniel R. Herndon
Daniel R. Herndon
President