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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: OCTOBER 1, 1997
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OAK HILL FINANCIAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Ohio 0-26876 31-1010517
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(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
14621 State Route 93
Jackson, Ohio 44640
(614) 286-3283
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
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Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITIONS OR DISPOSITIONS OF ASSETS
On April 28, 1997, Oak Hill Banks, a banking corporation chartered
under the laws of Ohio ("Oak Hill Banks"), and Unity Savings Bank, a savings
bank chartered under the laws of Ohio ("Unity"), entered into an Agreement and
Plan of Merger, dated as of April 28, 1997 and a Supplemental Agreement thereto
(collectively the "Merger Agreement"), whereby Unity would be merged with and
into Oak Hill Banks (the "Merger"). Oak Hill Banks is a wholly owned subsidiary
of Oak Hill Financial, Inc., an Ohio corporation ("Oak Hill Financial").
The Merger was consummated on October 1, 1997. Pursuant to the terms of
the Merger Agreement, each shareholder of Unity received 6.903 shares of Oak
Hill Financial Common Stock in exchange for each Unity share. The total
consideration paid by Oak Hill Financial was approximately $12.7 million based
upon the issuance of 643,704 shares at $19.50 per share, the closing price of
the Oak Hill Financial Common Stock on October 1, 1997.
Oak Hill Financial filed with the Securities and Exchange Commission a
Registration Statement on Form S-4, which was declared effective on July 23,
1997, to register the shares distributed to Unity's shareholders.
The transaction was accomplished through arms-length negotiations
between Oak Hill Financial and Unity's management. There was no material
relationship between Unity's shareholders and Oak Hill Financial or its
affiliates, officers, and directors prior to this transaction.
Oak Hill Financial's press release issued on October 2, 1997 regarding
the consummation of the Merger is attached as Exhibit 99 to this report and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
It is impracticable for Oak Hill Financial to provide the
required financial statements of Unity at the time of filing of this report. Oak
Hill Financial undertakes to file such financial information as an amendment to
this Form 8-K as soon as practicable after the date hereof, but in no event
later than sixty (60) days from the date by which this report on Form 8-K is
required to be filed.
(b) PRO FORMA FINANCIAL INFORMATION.
It is impracticable for Oak Hill Financial to provide the required pro
forma financial statements at the time of filing of this report. Oak Hill
Financial undertakes to file such pro forma financial information as an
amendment to this Form 8-K as soon as practicable after the date hereof,
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but in no event later than sixty (60) days from the date by which this report on
Form 8-K is required to be filed.
(c) EXHIBITS.
Exhibit No. Description
2(a) Agreement and Plan of Merger, dated as of April
28, 1997, between Oak Hill Banks and Unity
Savings Bank. (Reference is made to Exhibit 2(a)
to the Form 8-K, dated April 28, 1997 and filed
on May 6, 1997, and incorporated herein by
reference).
2(b) Supplemental Agreement, dated as of April 28,
1997, among Oak Hill Financial, Inc., Oak Hill
Banks, and Unity Savings Bank. (Reference is made
to Exhibit 2(b) to the Form 8-K, dated April 28,
1997, and filed on May 6, 1997, and incorporated
herein by reference).
99 Press release of Oak Hill Financial, Inc., issued
October 2, 1997, regarding consummation of the
Merger.
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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 hereunto duly authorized.
OAK HILL FINANCIAL, INC.
Date: October 14, 1997 By: /s/ John D. Kidd
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John D. Kidd, President
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EXHIBIT INDEX
Exhibit No. Description Page
2(a) Agreement and Plan of Merger, dated as of April
28, 1997, between Oak Hill Banks and Unity
Savings Bank. (Reference is made to Exhibit 2(a)
to the Form 8-K, dated April 28, 1997 and filed
on May 6, 1997, and incorporated herein by
reference).
2(b) Supplemental Agreement, dated as of April 28,
1997, among Oak Hill Financial, Inc., Oak Hill
Banks, and Unity Savings Bank. (Reference is made
to Exhibit 2(b) to the Form 8-K, dated April 28,
1997, and filed on May 6, 1997, and incorporated
herein by reference).
99 Press release of Oak Hill Financial, Inc. issued
October 2, 1997, regarding consummation of the
Merger.
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Exhibit 99
[OAK HILL FINANCIAL, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE
Thursday, October 2, 1997
Contact: David G. Ratz, Vice President
(614) 286-3283
OAK HILL FINANCIAL COMPLETES UNITY SAVINGS BANK ACQUISITION
JACKSON, OHIO -- The acquisition of Unity Savings Bank of McArthur, Ohio, by
Oak Hill Financial, Inc. (Nasdaq NMS: OAKF) was completed at the close of
business on October 1, 1997. Under the terms of the merger agreement, each
Unity Savings Bank shareholder will receive 6.903 shares of Oak Hill Financial
common stock for each share of Unity stock. The transaction was valued at $12.7
million.
Oak Hill Financial is a bank holding company. Unity Savings Bank has been
merged into the company's subsidiary, Oak Hill Banks. Combined, the bank
operates 16 full-service banking offices in Butler, Gallia, Jackson, Pickaway,
Ross, Scioto, Warren, and Vinton counties in Ohio. Based on June 30, 1997
financial data, the merged organization has $335.4 million in assets.
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