<PAGE> 1
FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _______________
Commission File Number 0-26876
-----------
OAK HILL FINANCIAL, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-1010517
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
14621 State Route 93
Jackson, Ohio 45640
- --------------------- ----------
(Address of principal (Zip Code)
executive office)
Registrant's telephone number, including area code: (614) 286-3283
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports) and (2) has been subject to such filing requirements for the past
90 days.
Yes X No
--- ---
As of August 7, 1997, the latest practicable date, 2,873,500 shares of the
registrant's common stock, $.50 stated value, were issued and outstanding.
Transitional Small Business Disclosure Format:
Yes No X
--- ---
Page 1 of 16 pages
<PAGE> 2
Oak Hill Financial, Inc.
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I - FINANCIAL INFORMATION
Consolidated Statements of Financial Condition 3
Consolidated Statements of Earnings 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 8
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 10
PART II - OTHER INFORMATION 14
SIGNATURES 16
</TABLE>
<PAGE> 3
OAK HILL FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share data)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
<S> <C> <C>
ASSETS 1997 1996
Cash and due from banks $ 8,445 $ 7,378
Federal funds sold 1,668 4,135
Investment securities designated as available for sale - at market 41,651 37,501
Loans receivable - net 209,279 190,396
Loans held for sale - at lower of cost or market 46 140
Office premises and equipment - net 3,246 3,403
Federal Home Loan Bank stock - at cost 1,641 1,585
Accrued interest receivable 1,688 1,435
Prepaid expenses and other assets 607 156
Deferred federal income tax asset 737 772
-------- --------
Total assets $269,008 $246,901
======== ========
</TABLE>
3
<PAGE> 4
OAK HILL FINANCIAL, INC.
CONSOLIDATE STATEMENTS OF FINANCIAL CONDITION (CONTINUED)
(In thousands, except share data)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
<S> <C> <C>
Deposits $225,921 $209,593
Securities sold under agreements to repurchase 114 130
Advances from the Federal Home Loan Bank 17,576 13,604
Accrued interest payable and other liabilities 933 545
Federal income taxes payable 25 66
-------- --------
Total liabilities 244,569 223,938
Stockholders' equity
Common stock - $.50 stated value; authorized 5,000,000 shares, 2,884,700
shares issued 1,442 1,442
Additional paid-in capital 4,227 4,227
Retained earnings 18,769 17,290
Treasury stock (11,200 shares at cost) (28) (28)
Unrealized gains on securities designated as available
for sale, net of related tax effects 29 32
-------- --------
Total stockholders' equity 24,439 22,963
-------- --------
Total liabilities and stockholders' equity $269,008 $246,901
======== ========
</TABLE>
4
<PAGE> 5
OAK HILL FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except share data)
<TABLE>
<CAPTION>
SIX MONTHS THREE MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Interest income
Loans $ 9,141 $7,768 $4,685 $3,906
Investment securities 1,363 1,163 716 596
Interest-bearing deposits and other 198 311 87 189
------- ------ ------ ------
Total interest income 10,702 9,242 5,488 4,691
Interest expense
Deposits 4,616 3,998 2,329 1,994
Borrowings 433 347 218 176
------- ------ ------ ------
Total interest expense 5,049 4,345 2,547 2,170
------- ------ ------ ------
Net interest income 5,653 4,897 2,941 2,521
Provision for losses on loans 303 292 222 154
------- ------ ------ ------
Net interest income after
provision for losses on loans 5,350 4,605 2,719 2,367
Other income
Gain on sale of loans 36 52 22 28
Gain on sale of securities designated as available for sale -- 27 -- --
Service fees, charges and other operating 621 532 323 273
------- ------ ------ ------
Total other income 657 611 345 301
General, administrative and other expense
Employee compensation and benefits 1,774 1,617 922 804
Occupancy and equipment 510 409 235 187
Federal deposit insurance premiums 20 1 7 1
Franchise taxes 170 150 79 67
Other operating 816 729 450 419
------- ------ ------ ------
Total general, administrative
and other expense 3,290 2,906 1,693 1,478
------- ------ ------ ------
Earnings before income taxes 2,717 2,310 1,371 1,190
Federal income taxes
Current 856 721 410 391
Deferred 37 19 37 3
------- ------ ------ ------
Total federal income taxes 893 740 447 394
------- ------ ------ ------
NET EARNINGS $ 1,824 $1,570 $ 924 $ 796
======= ====== ====== ======
EARNINGS PER SHARE $.63 $.55 $.32 $.28
==== ==== ==== ====
</TABLE>
5
<PAGE> 6
OAK HILL FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30,
(In thousands)
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net earnings for the period $ 1,824 $ 1,570
Adjustments to reconcile net earnings to net
cash provided by (used in) operating activities:
Depreciation and amortization 235 182
Amortization of discounts on investment securities - net (6) (22)
Amortization of deferred loan origination costs 80 66
Federal Home Loan Bank stock dividends (56) (55)
Loans originated for sale in secondary market (3,640) (5,212)
Proceeds from sale of loans in the secondary market 3,590 5,238
Gain on sale of loans 36 (52)
Provision for losses on loans 303 292
Gain on sale of investment securities -- (27)
Gain on sale of assets (15) (7)
Increase (decrease) in cash due to changes in:
Accrued interest receivable (254) (134)
Prepaid expenses and other assets (451) (46)
Accrued expenses and other liabilities 388 316
Federal income taxes
Current (45) (26)
Deferred 37 19
-------- --------
Net cash provided by operating activities 2,134 2,132
Cash flows provided by (used in) investing activities:
Loan principal repayments 57,900 43,193
Loan disbursements (77,166) (53,293)
Principal repayments on mortgage-backed securities 756 722
Proceeds from maturity and redemption of investment securities 7,000 8,292
Proceeds from sale of investment
securities designated as available for sale -- 1,966
Purchase of office premises and equipment (88) (635)
Proceeds from sale of assets 25 32
Purchase of investment securities
designated as available for sale (11,916) (23,718)
Purchase of Federal Home Loan Bank stock -- (131)
Decrease in federal funds sold - net 2,467 8,065
-------- --------
Net cash used in investing activities (21,022) (15,507)
-------- --------
Net cash used in operating and investing
activities (balance carried forward) (18,888) (13,375)
-------- --------
</TABLE>
6
<PAGE> 7
OAK HILL FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the six months ended June 30,
(In thousands)
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Net cash used in operating and investing
activities (balance brought forward) $(18,888) $(13,375)
Cash flows provided by (used in) financing activities:
Net increase in deposit accounts 16,328 11,105
Proceeds from Federal Home Loan Bank advances 7,000 3,000
Repayment of Federal Home Loan Bank advances (3,028) (491)
Dividends paid on common shares (345) (289)
-------- --------
Net cash provided by financing activities 19,955 13,325
-------- --------
Net increase (decrease) in cash and cash equivalents 1,067 (50)
Cash and cash equivalents at beginning of period 7,378 6,250
-------- --------
Cash and cash equivalents at end of period $ 8,445 $ 6,200
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Federal income taxes $ 786 $ 746
======== ========
Interest on deposits and borrowed money $ 5,030 $ 4,363
======== ========
Supplemental disclosure of noncash investing activities:
Unrealized losses on securities designated as available
for sale, net of related tax effects $ (3) $ (324)
======== ========
</TABLE>
7
<PAGE> 8
OAK HILL FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements were
prepared in accordance with instructions for Form 10-QSB and,
therefore, do not include information or footnotes necessary for a
complete presentation of financial position, results of operations and
cash flows in conformity with generally accepted accounting principles.
Accordingly, these financial statements should be read in conjunction
with the consolidated financial statements and notes thereto of the
Company included in the Annual Report on Form 10-KSB for the year ended
December 31, 1996. However, all adjustments (consisting only of normal
recurring accruals) which, in the opinion of management, are necessary
for a fair presentation of the consolidated financial statements have
been included. The results of operations for the three and six month
periods ended June 30, 1997 and 1996, are not necessarily indicative of
the results which may be expected for the entire year.
2. Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of Oak Hill
Financial, Inc. (the "Company") and its wholly owned subsidiary Oak
Hill Banks (the "Bank"). All significant intercompany balances and
transactions have been eliminated.
3. Earnings Per Share
------------------
Earnings per share for the six month periods ended June 30, 1997 and
1996 is based on 2,873,500 and 2,872,500 weighted average shares
outstanding, respectively.
4. Effects of Recent Accounting Pronouncements
-------------------------------------------
In October 1995, the FASB issued SFAS No. 123, "Accounting for
Stock-Based Compensation", establishing financial accounting and
reporting standards for stock-based compensation plans. SFAS No. 123
encourages all entities to adopt a new method of accounting to measure
compensation cost of all stock compensation plans based on the
estimated fair value of the award at the date it is granted. Companies,
are however, allowed to continue to measure compensation cost for those
plans using the intrinsic value based method of accounting, which
generally does not result in compensation expense recognition for most
plans. Companies that elect to remain with the existing accounting are
required to disclose in a footnote to the financial statements pro
forma net earnings and, if presented, earnings per share, as if SFAS
No. 123 had been adopted. The accounting requirements of SFAS No. 123
are effective for transactions entered into during fiscal years that
begin after December 15, 1995; however, companies are required to
disclose information for awards granted in their first fiscal year
beginning after December 31, 1994. Management has determined that the
Company will continue to account for stock-based compensation pursuant
to Accounting Principles Board Opinion No. 25, and therefore SFAS No.
123 will have no effect on its consolidated financial condition or
results of operations.
In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers
of Financial Assets, Servicing Rights, and Extinguishment of
Liabilities," that provides accounting guidance on transfers of
financial assets, servicing of financial assets, and extinguishment
8
<PAGE> 9
OAK HILL FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. Effects of Recent Accounting Pronouncements (continued)
-------------------------------------------
of liabilities. SFAS No. 125 introduces an approach to accounting for
transfers of financial assets that provides a means of dealing with
more complex transactions in which the seller disposes of only a
partial interest in the assets, retains rights or obligations, makes
use of special purpose entities in the transaction or otherwise has
continuing involvement with the transferred assets. The new accounting
method referred to as the financial components approach, provides that
the carrying amount of the financial assets transferred be allocated to
components of the transaction based on their relative fair values. SFAS
No. 125 provides criteria for determining whether control of assets has
been relinquished and whether a sale has occurred. If the transfer does
not qualify as a sale, it is accounted for as a secured borrowing.
Transactions subject to the provisions of SFAS No. 125 include among
others, transfers involving repurchase agreements, securitizations of
financial assets, loan participations, factoring arrangements and
transfers of receivables with recourse.
An entity that undertakes an obligation to service financial assets
recognizes either a servicing asset or liability for the servicing
contract (unless related to a securitizations of assets, and all the
securitized assets are retained and classified as held to maturity). A
servicing asset or liability that is purchased or assumed is initially
recognized at its fair value. Servicing assets and liabilities are
amortized in proportion to and over the period of estimated net
servicing income or net servicing loss and are subject to subsequent
assessments for impairment based on fair value.
SFAS No. 125 provides that a liability is removed from the balance
sheet only if the debtor either pays the creditor and is relieved of
its obligation for the liability or is legally released from being the
primary obligor.
SFAS No. 125 is effective for transfers and servicing of financial
assets and extinguishment of liabilities occurring after December 31,
1997, and is to be applied prospectively. Earlier or retroactive
application is not permitted. Management does not believe that adoption
of SFAS No. 125 will have a material adverse effect on the Company's
consolidated financial position or results of operation.
In February 1997, the FASB issued SFAS No. 128 "Earnings Per Share",
which requires companies to present basic earnings per share and, if
applicable, diluted earnings per share, instead of primary and fully
diluted earnings per share, respectively. Basic earnings per share is
computed without including potential common shares, i.e. no dilutive
effect. Diluted earnings per share is computed taking into
consideration common shares outstanding and dilutive potential common
shares, including options, warrants, convertible securities and
contingent stock agreements. SFAS No. 128 is effective for periods
ending after December 15, 1997. Early application is not permitted.
Based upon the provisions of SFAS No. 128, the Corporation's basic and
diluted earnings per share for three months ended June 30, 1997, would
have been $.32 and $.32, respectively.
9
<PAGE> 10
OAK HILL FINANCIAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Discussion of Financial Condition Changes from December 31, 1996 to June 30,
- ----------------------------------------------------------------------------
1997
- ----
At June 30, 1997, the Company had total assets of $269.0
million, an increase of approximately $22.1 million, or 9.0%, over December 31,
1996 levels. The increase in total assets was funded primarily by growth in the
deposit portfolio of $16.3 million, undistributed net earnings of $1.5 million,
and an increase in Federal Home Loan Bank advances of $4.0 million.
Cash, federal funds sold and investment securities totaled
$51.8 million at June 30, 1997, an increase of $2.8 million, or 5.6%, over
December 31, 1996 levels. During the six months ended June 30, 1997, management
purchased $11.9 million of investment securities, while $7.0 million of
securities matured. Securities purchased consisted primarily of U.S. treasury
notes and U.S. government agency securities. The increase reflects management's
efforts to maintain adequate levels of liquidity while maximizing yield on
short-term investments.
Loans receivable and loans held for sale totaled $209.3
million at June 30, 1997, an increase of $18.8 million, or 9.9%, over the total
at December 31, 1996. Loan disbursements totaled approximately $80.6 million
during the 1997 six month period, while principal repayments and sales amounted
to $57.9 million and $3.6 million, respectively. Loan disbursements increased by
$22.1 million, or 37.8%, during the 1997 period, as compared to the comparable
period in 1996. Loans originated in 1997 were primarily comprised of commercial
loans, 1-4 family loans and residential loans.
The Company's allowance for loan losses amounted to $2.9
million at June 30, 1997, an increase of $276,000 or 10.5% over the total at
December 31, 1996. The allowance for loan losses represented 1.36% and 1.37% of
the total loan portfolio at June 30, 1997 and December 31, 1996, respectively.
The Company's allowance represented 482.9% and 326.2% of non-performing loans,
which totaled $603,000 and $808,000 at June 30, 1997 and December 31, 1996,
respectively.
The deposit portfolio totaled $225.9 million at June 30, 1997,
an increase of $16.3 million, or 7.8%, over December 31, 1996 levels. The
increase resulted from management's marketing efforts and continued growth at
newer branch facilities.
Advances from the Federal Home Loan Bank totaled $17.6 million
at June 30, 1997, an increase of $4.0 million over the total at December 31,
1996. The increase in advances was used primarily to fund growth in the loan
portfolio.
The Bank is required to maintain minimum regulatory capital
pursuant to federal regulations. At June 30, 1997, the Bank's regulatory capital
substantially exceeded all regulatory capital requirements.
10
<PAGE> 11
OAK HILL FINANCIAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
For the three and six month periods ended June 30, 1997 and 1996
Comparison of Results of Operations for the Six Month Periods Ended June 30,
- ----------------------------------------------------------------------------
1997 and 1996
- -------------
General
- -------
Net earnings for the six months ended June 30, 1997 totaled
$1.8 million, an increase of $254,000, or 16.2%, over the $1.6 million in net
earnings reported in the comparable 1996 period. The increase in earnings in the
1997 period is primarily attributable to a $745,000 increase in net interest
income after provision for losses on loans, which was partially offset by a
$384,000 increase in general, administrative and other expenses and an increase
in the federal income tax provision of $153,000.
Net Interest Income
- -------------------
Total interest income for the six months ended June 30, 1997
increased by $1.5 million, or 15.8%, generally reflecting the effects of growth
in interest-earning assets from $215.6 million to $254.4 million for the six
month periods ending June 30, 1996 and 1997, respectively, coupled with an
increase in the weighted-average yield year-to-year. Similarly, total interest
expense increased for the six months ended June 30, 1997 by $704,000 or 16.2%,
also reflecting the growth in interest-bearing liabilities from $181.9 million
to $216.3 million, as well as an increase in the weighted-average cost of funds,
during the 1997 six month period.
Provision for Losses on Loans
- -----------------------------
The provision for losses on loans totaled $303,000 for the six
months ended June 30, 1997, an increase of $11,000 over the comparable 1996
period.
Although management believes that it uses the best information
available in providing for possible loan losses and believes that the allowance
is adequate at June 30, 1997, future adjustments to the allowance could be
necessary and net earnings could be affected if circumstances and/or economic
conditions differ substantially from the assumptions used in making the initial
determinations.
Other Income
- ------------
Other income increased for the six months ended June 30, 1997
by $46,000 or 7.5%, over the comparable 1996 period. The increase in other
income is primarily attributable to a $89,000 increase in service fees, charges
and other operating income, which was partially offset by a decrease in the gain
on sale of loans of $16,000, or 30.8%, and a decrease in gain on sale of
securities designated as available for sale of $27,000 or 100%.
General, Administrative and Other Expense
- -----------------------------------------
General, administrative and other expense increased for the
six months ended June 30, 1997 by $384,000, or 13.2%. The increase was due
primarily to a $157,000, or 9.7%, increase in employee compensation and
benefits, a $101,000, or 24.7%, increase in occupancy and equipment expense, and
an increase in federal deposit insurance premiums and franchise taxes of $19,000
and $20,000, respectively. Other operating expenses also increased year-to-year
by $87,000 or 11.9%.
11
<PAGE> 12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
For the three and six month periods ended June 30, 1997 and 1996
Comparison of Results of Operations for the Six Month Periods Ended June 30,
- ----------------------------------------------------------------------------
1997 and 1996 (continued)
- -------------
The increase in employee compensation and benefits is due
primarily to additional personnel costs associated with two new branch openings,
which were partially offset by an increase in deferred costs related to greater
lending volume year-to-year. The increase in occupancy and equipment expense is
also attributable to the opening of the new branch facilities. The increase in
federal deposit insurance premiums resulted primarily from an increase in
premium rates assessed in 1997. The increase in franchise taxes resulted from
greater levels of stockholders' equity year-to-year. Other operating expenses
increased due primarily to increased branch operations coupled with the
Company's growth year-to-year.
Federal Income Taxes
- --------------------
The provision for federal income taxes increased by
$153,000, or 20.7%, during the six months ended June 30, 1997, as compared to
the same period in 1996. The effective tax rates for the six month periods ended
June 30, 1997 and 1996 were 32.9% and 32.0%, respectively.
Pending Business Combination
- ----------------------------
On April 29, 1997, the Company announced the signing of a
definitive agreement for the acquisition of Unity Savings Bank, McArthur, Ohio
("Unity"). Under terms of the agreement, the Company will exchange 8.5 shares of
its common stock, subject to adjustment, for each of the 93,250 shares of Unity
stock. The combination will be accounted for as a pooling of interests. At June
30, 1997, Unity reported total assets of $66.3 million, total deposits of $47.7
million and stockholders equity of $7.4 million. The transaction is expected to
be consummated during the third quarter of 1997, subject to the approval of both
the Company's and Unity's shareholders and subject to regulatory approval.
Comparison of Results of Operations for the Three Month Periods Ended June 30,
- ------------------------------------------------------------------------------
1997 and 1996
- -------------
General
- -------
Net earnings for the three months ended June 30, 1997 totaled
$924,000, an increase of $128,000, or 16.1%, over the $796,000 in net earnings
reported in the comparable 1996 period. The increase in earnings in the 1997
period is primarily attributable to a $352,000 increase in net interest income
after provision for losses on loans, which was partially offset by a $215,000
increase in general, administrative and other expenses and an increase in
federal income tax provision of $53,000.
Net Interest Income
- -------------------
Total interest income for the three months ended June 30, 1997
increased by $797,000, or 17.0%, generally reflecting the effects of growth in
interest-earning assets for the three month periods ending June 30, 1996 and
1997, coupled with an increase in the weighted-average yield year-to-year.
Similarly, total interest expense increased for the three months ended June 30,
1997 by $337,000 or 17.4%. The increase was primarily attributable to the growth
in interest-bearing liabilities as well as an increase in the weighted-average
cost of funds, during the respective three month periods.
12
<PAGE> 13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
For the three and six month periods ended June 30, 1997 and 1996
Comparison of Results of Operations for the Three Month Periods Ended June 30,
- ------------------------------------------------------------------------------
1997 and 1996
- -------------
Provision for Losses on Loans
- -----------------------------
The provision for losses on loans totaled $222,000 for the
three months ended June 30, 1997, an increase of $68,000 from the comparable
1996 period.
Although management believes that it uses the best information
available in providing for possible loan losses and believes that the allowance
is adequate at June 30, 1997, future adjustments to the allowance could be
necessary and net earnings could be affected if circumstances and/or economic
conditions differ substantially from the assumptions used in making the initial
determinations.
Other Income
- ------------
Other income increased for the three months ended June 30,
1997 by $44,000 or 14.6% over the comparable 1996 period. The increase is
primarily attributable to an increase of $50,000 in service fees, charges and
other operating income, which was partially offset by a decrease of $6,000 in
gain on sale of loans.
General, Administrative and Other Expense
- -----------------------------------------
General, administrative and other expense increased for the
three months ended June 30, 1997 by $215,000, or 14.5%. The increase was due
primarily to a $118,000, or 14.7%, increase in employee compensation and
benefits, a $48,000, or 25.7%, increase in occupancy and equipment expense, and
an increase in federal deposit insurance premiums and franchise taxes of $6,000
and $12,000, respectively. Other operating expenses also increased year-to-year
by $31,000 or 7.4%.
The increase in employee compensation and benefits is due
primarily to the employment of additional staff the new banking offices which
were partially offset by an increase in deferred costs related to greater
lending volume year-to-year. The increase in franchise taxes resulted from
greater levels of stockholders' equity in 1997. The increase in federal deposit
insurance premiums resulted primarily from an increase in premium rates assessed
in 1997. Other operating expenses increased due primarily to increased branch
operations.
Federal Income Taxes
- --------------------
The provision for federal income taxes increased by $53,000,
or 13.5%, during the three months ended June 30, 1997, as compared to the same
period in 1996. The effective tax rates for the three month periods ended June
30, 1997 and 1996 were 32.6% and 33.1%, respectively.
13
<PAGE> 14
OAK HILL FINANCIAL, INC.
PART II
ITEM 1. Legal Proceedings
-----------------
Not applicable
ITEM 2. Changes in Securities
---------------------
Not applicable
ITEM 3. Defaults Upon Senior Securities
-------------------------------
Not applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
(a) The Company held its 1997 Annual Meeting of Shareholders April 29,
1997. Holders of 2,812,767 Common Shares of the Company were
present representing 97.9% of the Company's 2,873,500 Common Shares
outstanding.
(b) and (c) The following persons were elected as Class I members of
the Company's Board of Directors to serve until the 1999
Annual meeting or until their successors are duly elected
and qualified. Each person received the number of votes for
or the number of votes with authority withheld indicated
below.
<TABLE>
<CAPTION>
Name Votes For Votes Withheld
---- --------- --------------
<S> <C> <C>
Evan E. Davis 2,811,867 900
John D. Kidd 2,810,467 2,300
C. Clayton Johnson 2,811,567 1,200
Richard P. LeGrand 2,811,867 900
</TABLE>
The continuing Class II directors, whose terms expire at the 1998
annual meeting are: Barry M. Dorsey, Ph. D., Rick A. McNelly, Donald R.
Seigneur and H. Grant Stephenson.
The proposal for the ratification of the appointment of Grant Thornton
LLP as independent auditors for the Company for the fiscal year ending
December 31, 1997 was approved with 2,804,267 votes FOR, 1,900 votes
AGAINST and 6,600 votes ABSTAIN.
The proposal for the Company's stock option plan to be amended and
restated was approved with 2,523,021 votes FOR, 12,850 votes AGAINST
and 14,300 votes ABSTAIN. There were also 262,596 broker non-votes on
this proposal.
ITEM 5. Other Information
-----------------
None
14
<PAGE> 15
ITEM 6. Exhibits and Reports on Form 8-K
--------------------------------
Reports on Form 8-K: None
Exhibits: Financial data schedule for the six month period ended June
30, 1997
15
<PAGE> 16
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 7, 1997 By: /s/ JOHN D. KIDD
---------------- ----------------------------
John D. Kidd
President
Date: August 7, 1997 By: /s/ H. TIM BICHSEL
---------------- ----------------------------
H. Tim Bichsel
Chief Financial Officer
16
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 8,334
<INT-BEARING-DEPOSITS> 111
<FED-FUNDS-SOLD> 1,668
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 41,651
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 209,325
<ALLOWANCE> 2,912
<TOTAL-ASSETS> 269,008
<DEPOSITS> 225,921
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,072
<LONG-TERM> 17,576
0
0
<COMMON> 1,442
<OTHER-SE> 22,997
<TOTAL-LIABILITIES-AND-EQUITY> 269,008
<INTEREST-LOAN> 9,141
<INTEREST-INVEST> 1,363
<INTEREST-OTHER> 198
<INTEREST-TOTAL> 10,702
<INTEREST-DEPOSIT> 4,616
<INTEREST-EXPENSE> 5,049
<INTEREST-INCOME-NET> 5,653
<LOAN-LOSSES> 303
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 3,290
<INCOME-PRETAX> 2,717
<INCOME-PRE-EXTRAORDINARY> 2,717
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,824
<EPS-PRIMARY> .63
<EPS-DILUTED> .63
<YIELD-ACTUAL> 8.56
<LOANS-NON> 356
<LOANS-PAST> 247
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 603
<ALLOWANCE-OPEN> 2,636
<CHARGE-OFFS> 109
<RECOVERIES> 82
<ALLOWANCE-CLOSE> 2,912
<ALLOWANCE-DOMESTIC> 2,912
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
