SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Seven Hills Financial Corporation
(Name of Issuer)
Common Shares
(Title of Class of Securities)
817830 10 2
(CUSIP Number)
Cynthia A. Shafer, Vorys, Sater, Seymour and Pease, Suite 2100, Atrium Two,
221 East Fourth Street, Cincinnati, Ohio 45202 (513) 723-4009
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 24, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box. ____
Check the following box if a fee is being paid with this statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: See Rule 13d-1(a) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 5 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 817830 10 2 Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON:
Roger L. Ruhl
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___
(b) ___
3. SEC USE ONLY:
4. SOURCE OF FUNDS:
BK 00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 19,579
8. SHARED VOTING POWER: 2,115
9. SOLE DISPOSITIVE POWER: 18,731
10. SHARED DISPOSITIVE POWER: 2,115
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
21,694
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
3.99%
14. TYPE OF REPORTING PERSON:
IN
<PAGE>
Item 1. Security and Issuer.
Common shares, no par value
Seven Hills Financial Corporation
Item 2. Identity and Background.
(a) Roger L. Ruhl
(b) 6195 West Fork Road
Cincinnati, Ohio 45247
(c) Vice President of Marketing and Membership Development
Greater Cincinnati Chamber of Commerce
Suite 300
441 Vine Street
Cincinnati, Ohio 45202
(d) During the last five years, Mr. Ruhl has not been convicted in
a criminal proceeding.
(e) During the last five years, Mr. Ruhl has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Mr. Ruhl is a citizen of the United States of America.
Item 3. Source and Amount of Funds and Other Consideration.
Mr. Ruhl purchased shares with a bank loan in connection with the initial
public offering by the issuer in December 1993. In December 1993 and January
1994, Mr. Ruhl was awarded shares pursuant to the Seven Hills Savings
Association Recognition and Retention Plan (the "RRP"), subject to approval of
the RRP by the shareholders of the issuer, with no payment required to be made
by Mr. Ruhl. In December 1993, Mr. Ruhl was awarded an option to purchase
shares of the issuer subject to approval of the Seven Hills Financial
Corporation 1993 Stock Option and Incentive Plan (the "Stock Option Plan") by
the shareholders of the issuer. The shareholders of the issuer approved the
RRP and the Stock Option Plan in October 1994.
Item 4. Purpose of Transaction.
The shares purchased by Mr. Ruhl were acquired for investment. The shares
awarded under the RRP and the options were received pursuant to benefit plans
of the issuer.
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) Mr. Ruhl beneficially owns 21,694 shares, which is 3.99% of the
total issued and outstanding common shares of the issuer. Such
amount is comprised of 14,636 shares and options to purchase
7,058 shares.
(b) Mr. Ruhl has sole voting and dispositive power with respect to
11,673 outstanding shares held directly and 7,058 shares
subject to the option; sole voting but no dispositive power
with respect to 848 shares awarded but not yet distributed
pursuant to the RRP; and shared voting and dispositive power
with respect to 2,115 shares held by the RRP Trust and not yet
awarded to participants, with respect to which Mr. Ruhl is a
member of the RRP Committee of the issuer's Board of Directors.
The other members of the RRP Committee are James R. Maurer
and Robert A. West. To Mr. Ruhl's knowledge, Mr. Maurer's
address is 193 Richardson Place, Cincinnati, Ohio 45233; Mr.
Maurer is retired; Mr. Maurer is a citizen of the United States
of America; and during the past five years, Mr. Maurer has
neither been convicted in a criminal proceeding nor been a
party to a civil proceeding of a judicial administrative body
of competent jurisdiction which resulted in a judgment, decree
or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
To Mr. Ruhl's knowledge, Mr. West's address is 5676 Oak
Vista Drive, Cincinnati, Ohio 45227; Mr. West is Vice President
of Re-Machine & Retrofit Co., Inc.; Mr. West is a citizen of
the United States of America; and during the past five years,
Mr. West has neither been convicted in a criminal proceeding
nor been a party to a civil proceeding of a judicial
administrative body of competent jurisdiction which resulted in
a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect
to such laws.
(c) In connection with Mr. Ruhl's marriage dissolution, Mr. Ruhl's
former spouse received 11,391 shares beneficially owned by Mr.
Ruhl.
(d) Inapplicable.
(e) Inapplicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
between Mr. Ruhl and any other person with respect to any securities of the
issuer, except the Stock Option Plan and an award agreement pursuant thereto,
the RRP and an award agreement pursuant thereto and the terms of the bank loan
agreement.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Seven Hills Financial Corporation 1993 Stock
Option and Incentive Plan (Incorporated by reference to Mr.
Ruhl's Schedule 13D filed October 26, 1995 [the "1995 Schedule
13D"])
Exhibit B: Award Agreement Under the Stock Option Plan
(Incorporated by reference to the 1995 Schedule 13D)
Exhibit C: Seven Hills Savings Association Recognition and
Retention Plan (Incorporated by reference to the 1995 Schedule
13D)
Exhibit D: Award Agreement Under the RRP (Incorporated by
reference to the 1995 Schedule 13D)
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
/s/ Roger L. Ruhl
Signature
Roger L. Ruhl
Name
July 1, 1996
Date
