This summary highlights material information from this document and may not contain all the information that is important to you. To understand the conversion and offering fully, you should read this entire document carefully, including the consolidated financial statements and the notes to the consolidated financial statements included elsewhere herein.

 

Our Company

 

Home Federal Bancorp, Inc. of Louisiana (New).   We have formed a new Louisiana corporation called Home Federal Bancorp, Inc. of Louisiana, which will become the holding company for Home Federal Bank following completion of the conversion and offering. The new holding company is conducting this stock offering in connection with the conversion of Home Federal Mutual Holding Company of Louisiana from the mutual to the stock form of organization. The shares of common stock of the new holding company to be sold represent the 63.8% ownership interest in the current mid-tier stock holding company, also named Home Federal Bancorp, that is owned by Home Federal Mutual Holding Company. The remaining 36.2% ownership interest is owned by shareholders other than Home Federal Mutual Holding Company, who are sometimes referred to as the “public shareholders,” and will be exchanged for shares of the new holding company’s common stock based on an exchange ratio of between 0.7464 and 1.0098. The exchange ratio may be increased to as much as 1.1612 in the event the maximum of the offering range is increased by 15%. The actual exchange ratio will be determined at the closing of the conversion and offering and will depend on the number of shares of the new holding company’s common stock sold in the stock offering. Since the exchange ratio at the minimum and midpoint is less than one-for-one, unless the offering range is at the maximum or above, the market value per share of the new holding company’s shares received may be less than the per share market value of the existing Home Federal Bancorp common stock and the estimated pro forma stockholders’ equity per share will be less. Upon completion of the conversion and offering, the current mid-tier stock holding company will cease to exist. The executive offices of Home Federal Bancorp, Inc. are located at 624 Market Street, Shreveport, Louisiana 71101, and its telephone number is (318) 222-1145.

 

The percentage of shares held by public shareholders upon reorganizing into the mutual holding company form of organization in January 2005 was 40%. As a result of subsequent stock repurchases, the percentage has declined to 36.2% as of the date of this prospectus. Since our initial stock repurchase program approved in January 2006, as of June 30, 2010, Home Federal Bancorp repurchased 210,721 shares of common stock.

 

Home Federal Bank.   Home Federal Bank is a federally chartered stock savings bank originally organized in 1924 as Home Federal Savings and Loan Association. The bank reorganized into the mutual holding company structure in January 2005 and changed its name to “Home Federal Bank” in 2009 as part of its business strategy to be recognized as a community bank. Home Federal Bank’s headquarters and main office, two full service branch offices and agency office are located in Shreveport, Louisiana and serve the Shreveport-Bossier City metropolitan area. Home Federal Bank’s business primarily consists of attracting deposits from the general public and using those funds to originate loans. Home Federal Bank’s market area is Caddo Parrish, Louisiana, which includes the city of Shreveport, and neighboring communities in Bossier Parish, Louisiana.

 

Following the conversion and offering, we expect to grow Home Federal Bank’s franchise through de novo branch offices. We have acquired land in North Bossier for a branch office expected to open in October 2010. We also expect to open an office in South Bossier at a future time.

 

Home Federal Mutual Holding Company of Louisiana.   Home Federal Mutual Holding Company of Louisiana currently is the mutual holding company parent of Home Federal Bancorp. The principal business purpose of Home Federal Mutual Holding Company is its ownership of 2,135,375 shares, or 63.8% of the outstanding shares of Home Federal Bancorp. Home Federal Mutual Holding Company will no longer exist upon completion of the conversion and offering.

Our Market Area

 

Home Federal Bancorp’s primary market area for loans and deposits is in northwest Louisiana, particularly Caddo and Bossier Parishes located in the Shreveport-Bossier City metropolitan statistical area, and neighboring communities.

 

Shreveport and Bossier City are located in northern Louisiana on Interstate 20, approximately fifteen miles from the Texas state border and 185 miles east of Dallas, Texas. Our primary market area has a diversified economy with employment in services, government and wholesale/retail trade constituting the basis of the local economy, with service jobs being the largest component. The majority of the services are health care related as Shreveport has become a regional hub for health care. The casino gaming industry also supports a significant number of service jobs. The energy sector has a prominent role in the regional economy, resulting from oil and gas exploration and drilling.

 

Our Business

 

Beginning in fiscal 2009, we began to implement our strategy to position Home Federal Bank as a local community bank with a focus on providing customers in our market area with local decision-making, diverse products and services and an efficient underwriting process. Our primary business lines involve generating funds from deposits or borrowings and investing such funds in loans. We underwrite loans and sell substantially all of our fixed rate residential mortgages we originate. In the past two years, we have added commercial loan products, which include commercial real estate and commercial business loans. We currently operate three retail banking locations in Shreveport Louisiana and one agency office where we offer security brokerage and advisory services through Tipton Wealth Management.

 

Our primary lines of business are:

 

 

We provide a full range of services to our customers including ATM and check card services and overdraft protection. We have recently added mobile and Internet banking and remote electronic deposits.

 

The Conversion and Offering (Page   )

 

In 2005, we organized Home Federal Bancorp, Inc. of Louisiana, a federally chartered corporation, as the mid-tier stock holding company for Home Federal Bank. The common stock of Home Federal Bancorp is registered under the Securities Exchange Act of 1934, as amended, and is publicly quoted on the OTC Bulletin Board under the symbol “HFBL.” At the conclusion of the stock offering and the conversion of Home Federal Mutual Holding Company, Home Federal Bancorp, the federal corporation, will no longer exist. The existing public shareholders of Home Federal Bancorp will have their shares converted into between 0.7464 and 1.0098 shares of the new holding company’s common stock. As of June 30, 2010, Home Federal Bancorp had total assets of $185.1 million and stockholders’ equity of $33.4 million.

The following chart shows our current ownership structure which is commonly referred to as the “two-tier” mutual holding company structure:

 

 

Following the conversion and offering, our ownership structure will be as follows:

 

 

The conversion and offering are commonly referred to as a “second-step” conversion.

 

Our Business Strategy (Page   )

 

We have several business strategies that are designed to further improve our long-term profitability and enhance our franchise. These strategies include:

 

 

 

Reasons for the Conversion

 

We are pursuing the conversion for the following reasons:

 

 

In view of Home Federal Bancorp’s current operations and capital level and due to the significant additional capital that will be raised by Home Federal Bancorp in connection with the conversion of Home Federal Mutual Holding Company and Home Federal Bancorp believe that the conversion will result in an institution whose competitive position will be substantially improved. We believe that the conversion will enable us to continue to expand and diversify our loan portfolio, improve our lending platform, retain management and result in an institution which will be able to offer the increasingly sophisticated and broad array of services that are necessary to meet the convenience and needs of Home Federal Bank’s customers.

Terms of the Offering (Page   )

 

We are selling between 1,593,750 and 2,156,250 shares of common stock, all at a price of $10.00 per share. The number of shares to be sold may be increased to 2,479,688. The actual number of shares we sell will depend on an independent appraisal performed by Feldman Financial Advisors, Inc., an independent appraisal firm. We are also exchanging shares of the existing Home Federal Bancorp, other than those held by Home Federal Mutual Holding Company, which will be canceled, for shares of the newly formed Home Federal Bancorp, Inc. based on an exchange ratio of between 0.7464 and 1.0098. The exchange ratio may be increased to as much as 1.1612 in the event that 2,479,688 shares are sold. See “The Conversion and Offering — How We Determined the Price Per Share, the Offering Range and the Exchange Ratio” beginning at page   .

 

The subscription offering will terminate at 2:00 pm, Central time, on [DATE1], 2010. We may extend this expiration date without notice to you for up to 45 days, until [DATE2], 2010. We may request permission from the Office of Thrift Supervision to extend the offering beyond [DATE2], 2010. If we extend the offering beyond [DATE2], 2010, we will be required to notify each subscriber and resolicit subscriptions.

 

Commencing concurrently with the subscription offering, we expect to offer shares of common stock in a community offering. In the community offering, natural persons, or trusts of natural persons, who reside in Caddo and Bossier Parishes, Louisiana will have a first preference followed by public shareholders of Home Federal Bancorp as of [DATE5], 2010. The community offering is expected to terminate at [DATE1], 2010, but may be extended, without notice, until [DATE2], 2010.

 

Shares not sold in the subscription or community offering may be offered for sale in a syndicated community offering, which would be an offering to the general public on a best efforts basis by a syndicate of broker-dealers managed by Stifel, Nicolaus & Company, Incorporated.

 

We have the right to reject any orders for stock in the community offering and syndicated community offering either in whole or in part. If your order is rejected in part, you cannot cancel the remainder of your order.

 

We may cancel the conversion and offering at any time prior to the special meetings of members of Home Federal Mutual Holding Company and shareholders of Home Federal Bancorp to vote on the Plan of Conversion and Reorganization. We may also cancel the conversion and offering after the special meetings with the concurrence of the Office of Thrift Supervision. If we cancel the offering, orders for shares of common stock already submitted will be canceled and subscribers’ funds will be returned promptly with interest at Home Federal Bank’s passbook rate.

 

Purchase Price

 

The purchase price for all investors in the offering is $10.00 per share. You will not pay a commission to buy any shares in the offering. Stifel, Nicolaus & Company, Incorporated, our marketing advisor and sales agent in the offering, will use its best efforts to assist us in selling shares of our common stock. Stifel Nicolaus & Company, Incorporated is not obligated to purchase any shares of common stock in the offering.

 

Number of Shares to be Sold in the Offering

 

We are offering for sale between 1,593,750 and 2,156,250 shares of new Home Federal Bancorp common stock in this offering. Office of Thrift Supervision regulations govern most of the terms of the conversion and offering. With regulatory approval, we may increase the number of shares to be issued to 2,479,688 shares without giving you further notice or the opportunity to change or cancel your order. In considering whether to increase the offering size, the Office of Thrift Supervision will consider the level of subscriptions, the views of our independent appraiser, our financial condition and results of operations and changes in market conditions. In the event market or financial conditions change so as to cause the aggregate purchase price of the shares to be below the minimum of the offering range or more than 15% above the maximum of such range, purchasers will be resolicited. In such instance, we will notify subscribers and return the amount they have submitted

with their subscription orders, with interest at our passbook rate of interest, or cancel their withdrawal authorization and we will resolicit orders from subscribers.

 

How We Determined the Offering Range and the Exchange Ratio

 

The offering range and the exchange ratio are based on an independent appraisal by Feldman Financial Advisors, Inc., an appraisal firm experienced in appraisals of savings institutions. The pro forma market value is the estimated market value of our common stock assuming the sale of shares in this offering. Feldman Financial has indicated that in its opinion as of August 27, 2010, our common stock’s estimated full market value was $29.4 million at the midpoint. In the offering, we are selling the number of shares representing the 63.8% of shares currently owned by Home Federal Mutual Holding Company. Feldman Financial estimates that this results in an offering range between $15.9 million and $21.6 million, with a midpoint of $18.75 million.

 

In preparing its appraisal, Feldman Financial considered the information in this prospectus, including Home Federal Bancorp’s financial statements. Feldman Financial also considered the following factors, among others:

 

 

Two of the measures investors use to analyze whether a stock might be a good investment are the ratio of the offering price to the issuer’s “book value” (or “tangible book value” when the issuer has intangible assets, such as goodwill, recorded on its balance sheet) and the ratio of the offering price to the issuer’s annual net income. Feldman Financial considered these ratios, among other factors, in preparing its appraisal. Book value is the same as total stockholders’ equity, and represents the difference between the issuer’s assets and liabilities. Feldman Financial’s appraisal also incorporates an analysis of a peer group of publicly traded companies that Feldman Financial considered to be comparable to Home Federal Bancorp.

The following table presents a summary of selected pricing ratios for the peer group companies and for Home Federal Bancorp on a reported basis as utilized by Feldman Financial in its appraisal. These ratios are based on earnings for the twelve months ended June 30, 2010 and book value as of June 30, 2010. Compared to the average pricing ratios of the peer group, our stock at the maximum of the offering range, would be priced at a premium of 229.4% to the peer group on a price to earnings basis, a discount of 11.4% to the peer group on a price to book value basis and 13.0% on a price to tangible book value basis. This means that, at the maximum of the offering range, a share of our common stock would be more expensive than the peer group based on an earnings per share basis and less expensive than the peer group based on a book value and tangible book value per share basis. See “Pro Forma Data” for the assumptions used to derive these pricing ratios.

 

 

Because of differences and important factors such as operating characteristics, location, financial performance, asset size, capital structure, and business prospects between Home Federal Bancorp and other fully converted institutions, you should not rely on these comparative valuation ratios as an indication as to whether or not the stock is an appropriate investment for you. The independent valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing the common stock. Because the independent valuation is based on estimates and projections on a number of matters, all of which are subject to change from time to time, no assurance can be given that persons purchasing the common stock will be able to sell their shares at a price equal to or greater than the purchase price. See “Risk Factors — The Market for the Stock of Financial Institutions Has Been Unusually Volatile Recently and Our Stock Price May Decline When Trading Commences” at page   , “Pro Forma Data” at page    and “The Conversion and Offering — How We Determined the Price Per Share, the Offering Range and the Exchange Ratio” at page   .

After-Market Performance Information

 

The following table presents for all “second-step” conversions that began trading from January 1, 2009 to August 27, 2010, the percentage change in the trading price from the initial offering price to the dates shown in the table. The table also presents the average and median trading prices and percentage change in trading prices for the same dates. This information relates to stock performance experienced by other companies that may have no similarities to us with regard to market capitalization, offering size, earnings quality and growth potential, among other factors.

 

As part of its appraisal of our pro forma market value, Feldman Financial Advisors, Inc. considered the after-market performance of these second-step conversion offerings. None of these companies were included in the peer group of ten publicly traded companies utilized by Feldman Financial Advisors, Inc. in performing its valuation analysis. Because the market for stocks of financial institutions was very volatile over the past two years, a relatively small number of second-step conversion offerings were completed during this period as compared to prior periods.

 

 

 

 

There can be no assurance that our stock price will trade similarly to these companies. There can also be no assurance that our stock price will not trade below $10.00 per share, particularly as the proceeds raised as a percentage or pro forma stockholders’ equity may have a negative effect on our stock price performance.

 

The table is not intended to indicate how our common stock may perform. Data represented in the table reflects a small number of transactions and is not necessarily indicative of general stock market performance trends or of price performance trends of companies that undergo “second-step” conversions. Furthermore, this table presents only short-term price performance and may not be indicative of the longer term stock price performance of these companies. There can be no assurance that our stock price will appreciate or that our stock price will not trade below $10.00 per share. The movement of any particular company’s stock price is subject to various factors, including, but not limited to, the amount of proceeds a company raises, the

company’s historical and anticipated operating results, the nature and quality of the company’s assets, the company’s market area and the quality of management and management’s ability to deploy proceeds, such as through loans and investments, the acquisition of other financial institutions or other businesses, the payment of dividends and common stock repurchases. In addition, stock prices may be affected by general market and economic conditions, the interest rate environment, the market for financial institutions and merger or takeover transactions and the presence of professional and other investors who purchase stock on speculation, as well as other unforeseeable events not in the control of management. Before you make an investment decision, please carefully read this prospectus, including “Risk Factors” beginning on page   .

 

The Exchange of Home Federal Bancorp Common Stock

 

If you are now a shareholder of Home Federal Bancorp, the existing publicly traded mid-tier holding company, your shares will be canceled and exchanged for shares of the new holding company’s common stock, also named Home Federal Bancorp. The number of new shares you will receive will be based on an exchange ratio determined as of the closing of the conversion. The actual number of shares you receive will depend upon the number of shares we sell in our offering, which in turn will depend upon the final appraisal value of Home Federal Bancorp. The following table shows how the exchange ratio will adjust, based on the number of shares sold in our offering. The table also shows how many shares a hypothetical current owner of Home Federal Bancorp common stock would receive in the exchange, based on the number of shares sold in the offering.

 

 

 

 

If you currently own shares of Home Federal Bancorp which are held in “street name,” they will be exchanged without any action on your part. If you currently are the record owner of shares of Home Federal Bancorp and hold certificates you will receive, after the conversion and offering is completed, a transmittal form with instructions to surrender your stock certificates. New certificates of our common stock will be mailed within five business days after the exchange agent receives properly executed transmittal forms and certificates.

 

No fractional shares of our common stock will be issued to any public shareholder of Home Federal Bancorp upon consummation of the conversion. For each fractional share that would otherwise be issued, we will pay an amount equal to the product obtained by multiplying the fractional share interest to which the holder would otherwise be entitled by the $10.00 per share subscription price.

 

Dissenters’ Rights

 

Under federal law and regulations, neither depositors at Home Federal Bank nor current public shareholders of Home Federal Bancorp have dissenters’ rights or appraisal rights.

We Intend to Continue to Pay Quarterly Cash Dividends (Page   )

 

Home Federal Bancorp has paid quarterly cash dividends since the third quarter of 2005. For the quarter ended June 30, 2010, the cash dividend was $0.06 per share. We intend to continue to pay quarterly cash dividends after we complete the conversion and offering. We expect that cash dividends per share after the conversion and offering will be consistent with the current amount of dividends of $0.06 per share. However, the dividend rate and the continued payment of dividends will depend on a number of factors, including our capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations and general economic conditions. No assurance can be given that we will continue to pay dividends or that they will not be reduced or eliminated in the future.

 

Benefits to Management from the Conversion and Offering

 

Our employees, officers and directors will benefit from the conversion and offering due to various stock-based benefit plans.

 

 

 

 

The following table presents the total value of all shares expected to be available for restricted stock awards under the new stock recognition and retention plan, based on a range of market prices from $8.00 per share to $14.00 per share. Ultimately, the value of the grants will depend on the actual trading price of our common stock, which depends on numerous factors.

 

 

The following table presents the total value of all stock options expected to be made available for grant under the new stock option plan, based on a range of market prices from $8.00 per share to $14.00 per share. For purposes of this table, the value of the stock options was determined using the Black-Scholes option-pricing formula. See “Pro Forma Data.” Ultimately, financial gains can be realized on a stock option only if the market price of the common stock increases above the price at which the option is granted.

 

 

The tables presented above are provided for information purposes only. Our shares of common stock may trade below $10.00 per share. Before you make an investment decision, we urge you to read this entire prospectus carefully, including, but not limited to, the section entitled “Risk Factors” beginning on page   .

 

The following table summarizes, at the minimum and the maximum of the offering range, the total number and value of the shares of common stock that the employee stock ownership plan expects to acquire and the total value of all restricted stock awards and stock option grants that are expected to be available under the anticipated new stock recognition and retention plan and stock option plan, respectively, based on shares sold at the offering.

 

 

(Footnotes begin on the following page)

 

 

Shareholders will experience a reduction or dilution of their ownership interest of approximately 8.2% if we use newly issued shares to fund the awards of stock options and restricted shares under the proposed new stock option and recognition and retention plans expected to be implemented after the conversion and offering, assuming the midpoint of the offering range (or taken individually, 5.86% for the new stock option plan and 2.34% for the new recognition and retention plan). If any options previously granted under the 2005 Stock Option Plan are exercised during the first year following completion of the conversion and offering, they will be funded with newly issued shares as the Office of Thrift Supervision regulations do not permit us to repurchase our shares during the first year following the completion of this stock offering except to fund the restricted stock plan or under extraordinary circumstances. We have been advised by the staff of the Office of Thrift Supervision that the exercise of outstanding options and cancellation of treasury shares in the conversion and offering will not constitute an extraordinary circumstance for purposes of satisfying an exception to the requirement.

 

The following table presents information regarding the existing employee stock ownership plan shares, options and restricted stock previously awarded under the 2005 Stock Option Plan and 2005 Recognition and Retention Plan, the new shares to be purchased by the employee stock ownership plan and the proposed new stock option plan and recognition and retention plan. The table below assumes that 3,379,959 shares are outstanding after the conversion and offering, which includes the sale of 2,156,250 shares in the offering at the maximum of the offering range, the issuance of 1,223,709 shares of the new holding company’s common stock in exchange for existing Home Federal Bancorp stock held by other than Home Federal Mutual Holding Company using an exchange ratio of 1.0098 (based on the maximum of than offering range). It is also assumed that the value of the stock is $10.00 per share.

 

 

(Footnotes begin on the following page)

 

 

As noted above, existing options granted under the 2005 Stock Option Plan will remain outstanding upon completion of the conversion, adjusted for the exchange ratio. In the event that any stock options under the 2005 Stock Option Plan are exercised during the first year after completion of the conversion, the shares issued upon exercise will be from authorized but unissued shares. Our new holding company will take steps to file a registration statement registering the shares issuable under the 2005 Stock Option Plan within 10 business days of the completion of the conversion and the offering.

 

Persons Who May Order Shares of Common Stock in the Offering

 

We are selling common stock which represents the 63.8% ownership interest in Home Federal Bancorp now owned by Home Federal Mutual Holding Company in the following order of priority.

 

FIRST:   Eligible account holders, who were depositors at Home Federal Bank with $50 or more on deposit as of June 30, 2009.

 

SECOND:   Home Federal Bank’s employee stock ownership plan.

THIRD:   Supplemental eligible account holders, who were depositors at Home Federal Bank with $50 or more on deposit as of [DATE3], 2010.

 

FOURTH:   Other members, who were depositors at Home Federal Bank as of [DATE4], 2010 and borrowers of Home Federal Bank as of January 18, 2005, whose loans continued to be outstanding as of [DATE4], 2010.

 

Limitations on Common Stock Purchases (page   )

 

The minimum purchase is 25 shares. Generally, you may purchase no more than $500,000 (50,000 shares) of common stock in the offering. The maximum amount of stock that a person together with any associates or group of persons acting in concert with such person may purchase in the offering is $1.0 million (100,000 shares) of common stock. Your associates are the following persons:

 

 

In addition to the above, there is no ownership limitation for the public shareholders, other than our employee stock ownership plan. The number of shares of Home Federal Bancorp common stock that you may purchase in the offering individually, and together with associates or persons acting in concert, plus any exchange shares you and they receive, may not exceed 5% of the total shares of Home Federal Bancorp common stock to be issued and outstanding at the completion of the conversion and offering, provided, however, that you will not be required to divest any of your Home Federal Bancorp shares or be limited in the number of exchange shares you may receive.

 

We have the right to determine, in our sole discretion, whether subscribers are associates or acting in concert. Persons having the same address or with accounts registered at the same address generally will be assumed to be associates or acting in concert.

 

We may decrease or increase the maximum purchase and ownership limitations, with the concurrence of the Office of Thrift Supervision. In the event the maximum purchase limitations are increased, persons who subscribed for the maximum in the subscription offering and indicated on their stock order forms a desire to be resolicited, will be notified and permitted to increase their subscription. In the event that we increase the maximum purchase limitation to 5.0% of the shares of common stock sold in the offering, we may further increase the maximum purchase limitation to 9.99%, provided that orders for common stock exceeding 5.0% of the shares of common stock sold in the offering may not exceed in the aggregate 10.0% of the total shares of common stock sold in the offering.

 

How to Order Shares in the Subscription Offering and Community Offering (Page   )

 

If you want to place an order for shares in the subscription or community offerings, you must complete and sign an original stock order form and deliver it, together with full payment. The stock order form includes an acknowledgement from you that before purchasing shares of our common stock, you received a copy of this prospectus and that you are aware of the risks involved in the investment, including those described under “Risk Factors” beginning on page   . Your stock order form must be received, not post marked, by 2:00 p.m. Central time on [DATE1], 2010. Once we receive your order, you cannot cancel or change it.

 

To ensure that we properly identify your subscription rights, you must list all of your deposit or loan accounts as of your applicable subscription offering eligibility date on the stock order form. If you fail to do so, your subscription may be reduced or rejected if the offering is oversubscribed. To preserve your purchase priority in the subscription offering, you must register the shares only in the name or names of eligible subscribers at your applicable date of eligibility. You may not add the names of others who were not eligible to purchase common stock in the offering on your applicable date of eligibility.

We may, in our sole discretion, reject orders received in the community offering or syndicated community offering, either in whole or in part. In addition, we may reject an order submitted by a person who we believe is making false representations or who we believe is attempting to violate, evade or circumvent the terms and conditions of the Plan of Conversion and Reorganization. If your order is rejected in part, you cannot cancel the remainder of your order.

 

Deadline for Orders of Common Stock

 

To purchase shares in the subscription and community offerings, a properly completed and signed stock order form, together with full payment for the shares, must be received, not post marked, by no later than 2:00 p.m., Central time, on [DATE1], 2010, unless we extend the deadline. Subscribers may submit order forms by mail using the return envelope provided, by overnight delivery to the indicated address on the order form, or hand delivery to Home Federal Bank’s main office located at 624 Market Street, Shreveport, Louisiana. Once submitted, orders are irrevocable unless we terminate or extend the offering beyond [DATE2], 2010.

 

We may extend the expiration date of the subscription and community offerings, without notice to you, until [DATE2], 2010. If an extension beyond [DATE2], 2010 is granted, by the Office of Thrift Supervision, we will notify subscribers of the extension of time and subscribers will have the right to confirm, modify or rescind their subscriptions. If we do not receive an affirmative response from a subscriber to any resolicitation, the subscriber’s order will be rescinded and all funds received will be returned promptly with interest, or withdrawal authorizations will be cancelled.

 

Your Subscription Rights are Not Transferable (Page   )

 

You may not transfer, assign or sell your subscription rights. Any transfer of subscription rights is prohibited by law. If you exercise subscription rights to purchase shares in the subscription offering, you will be required to acknowledge that you are purchasing shares solely for your own account and that you have no agreement or understanding regarding the sale or transfer of shares. We intend to pursue any and all legal and equitable remedies if we learn of the transfer of any subscription rights. We will reject orders that we determine to involve the transfer of subscription rights.

 

On the stock order form, you may not add the names of others for joint stock registration who do not have subscription rights or who qualify only in a lower subscription offering priority than you do. You may add only those who were eligible to purchase share of common stock in the subscription offering at your date of eligibility. In addition, the stock order form requires that you list all deposit accounts or loan accounts, giving all names on each account and the account number at the applicable eligibility date. Failure to provide this information, or providing incomplete or incorrect information, may result in a loss or part or all of your share allocation, in the event of an oversubscription.

 

Delivery of Stock Certificates in the Subscription and Community Offerings

 

Certificates representing shares of common stock sold in the subscription and community offerings are expected to be mailed by first-class mail to the persons entitled thereto at the certificate registration address noted by them on the stock order form as soon as practicable following satisfaction of the conditions described above in “— Conditions to Completion of the Conversion.” It is possible that, until certificates for the common stock are delivered, purchasers may not be able to sell the shares of common stock that they ordered, even though the common stock will have begun trading. Your ability to sell the shares of common stock prior to your receipt of the stock certificate will depend on arrangements you may make with a brokerage firm.

 

How You Can Pay for Shares (Page   )

 

In the subscription and community offerings, subscribers may pay for shares only by:

 

 

 

Please do not submit cash, wire transfers, third party checks or checks drawn on a HFB line of credit. You may not designate withdrawal from HFB accounts with check-writing privileges. You may not authorize direct withdrawal from HFB retirement accounts.

 

Checks and money orders received will be promptly cashed and held in a segregated deposit account at Home Federal Bank established to hold funds received as payment for shares. We will pay interest on your subscription funds from the date we process your order at Home Federal Bank’s passbook rate until the stock offering is completed or terminated. All funds authorized for withdrawal from deposit accounts will earn interest at the applicable account rates earned on such accounts until the stock offering is completed or terminated. If, as a result of a withdrawal from a certificate of deposit, the balance falls below the minimum balance requirement, the remaining funds will be transferred to a savings account and will earn interest at our passbook rate. There will be no early withdrawal penalty for withdrawals from certificates of deposit at Home Federal Bank used to pay for stock.

 

Owners of IRAs may be able to use the assets of such IRAs to purchase shares of common stock in the subscription and community offerings. Prior to placing stock orders, persons with IRAs maintained at Home Federal Bank must have their funds transferred to an unaffiliated institution or brokerage. Any interested parties are advised to contact the Stock Information Center promptly, preferably at least two weeks before the offering deadline, for assistance with purchases using IRA or other retirement account(s) that you may have at Home Federal Bank or elsewhere. Whether you may use such funds for the purchase of shares in the stock offering may depend on timing constraints and, possibly, limitation imposed by the institution where the funds are held.

 

See “The Conversion and Offering — Procedure for Purchasing Shares — Payment for Shares” and ‘‘— Using Individual Retirement Account Funds” for a complete description of how to use IRA funds to purchase shares in the stock offering.

 

Home Federal Bank is not permitted to lend funds (including funds drawn on a Home Federal Bank line of credit) to anyone for the purpose of purchasing shares of common stock in the offering.

 

 

We may use the portion of the proceeds that we retain to, among other things, invest in securities, pay dividends to shareholders, repurchase shares of common stock (subject to regulatory restrictions), finance the

possible acquisition of financial institutions or other businesses that are related to banking (although we have no current plans, agreements or understandings with respect to any possible acquisitions) or for general corporate purposes.

 

The proceeds to be contributed to Home Federal Bank will be available for general corporate purposes, including to support the future expansion of operations through acquisitions of other financial institutions, the establishment of additional branch offices or other customer facilities, expansion into other lending markets or diversification into other banking related businesses, although no such transactions are specifically being considered at this time. The proceeds to be contributed to Home Federal Bank also will support its lending activities.

 

Conditions to Completion of the Conversion

 

We cannot complete our conversion and related offering unless:

 

 

 

 

Home Federal Mutual Holding Company intends to vote its 63.8% ownership interest in favor of the Plan of Conversion and Reorganization. In addition, as of [DATE5], 2010, directors and executive officers of Home Federal Bancorp and their associates owned 243,869 shares of Home Federal Bancorp, or 7.1% of the outstanding shares, excluding shares that may be acquired pursuant to the exercise of stock options. They intend to vote those shares in favor of the Plan of Conversion and Reorganization.

 

Market for Our Common Stock (Page   )

 

Home Federal Bancorp’s common stock is currently quoted on the OTC Bulletin Board under the symbol “HFBL.” We have applied to have the common stock of the new holding company listed for trading on the Nasdaq Global Market. For the first 20 trading days after the conversion and offering is completed, we expect the new holding company’s common stock to trade under the symbol “HFBLD,” thereafter it will revert to the “HFBL” trading symbol.

 

Restrictions on the Acquisition of Home Federal Bancorp (New) and Home Federal Bank (Page   )

 

Federal regulations, as well as provisions contained in the articles of incorporation and bylaws of the new holding company, contain certain restrictions on acquisitions of the new holding company or its capital stock. These restrictions include the requirement that a potential acquirer of common stock obtain the prior approval of the Office of Thrift Supervision before acquiring in excess of 10% of the outstanding common stock. Additionally, Office of Thrift Supervision approval would be required for the new holding company to be acquired within three years after the conversion and offering.

In addition, the new holding company’s articles of incorporation and bylaws contain provisions that may discourage takeover attempts and prevent you from receiving a premium over the market price of your shares as part of a takeover. These provisions include:

 

 

Federal and State Income Tax Consequences (Page   )

 

We have received the opinions of Elias, Matz, Tiernan & Herrick L.L.P. and LaPorte Sehrt Romig & Hand, respectively, that under federal and Louisiana income tax law and regulation, the tax basis to the shareholders of the common stock purchased in the offering will be the amount paid for the common stock, and that the conversion will not be a taxable event for us. These opinions, however, are not binding on the Internal Revenue Service. The full texts of the opinions are filed as exhibits to the Registration Statement of which this prospectus is a part, and copies may be obtained from the Securities and Exchange Commission. See “Where You Can Find Additional Information.”