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As filed with the Securities and Exchange Commission on July 8, 1997
Registration No. 333-30349
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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OAK HILL FINANCIAL, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Ohio 6712 31-1010517
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
----------------------------
</TABLE>
14621 State Route 93
Jackson, Ohio 45640
(614) 286-3283
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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John D. Kidd
President and Chief Executive Officer
Oak Hill Financial, Inc.
14621 State Route 93
Jackson, Ohio 45640
(614) 286-3283
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of Correspondence to:
H. Grant Stephenson, Esq. Roger A. Yurchuck, Esq.
Porter, Wright, Morris & Arthur Vorys, Sater, Seymour and Pease
41 South High Street 221 East Fourth Street
Columbus, Ohio 43215 Cincinnati, Ohio 45202
(614) 227-2155 (513)723-4000
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Approximate date of commencement of proposed sale of the
securities to the public: As soon as practicable after this Registration
Statement becomes effective and all other conditions to the proposed merger (the
"Merger") of Unity Savings Bank with and into a wholly owned subsidiary of the
Registrant pursuant to the Agreement and Plan of Merger and Supplemental
Agreement, both dated as of April 28, 1997, attached as Appendix A to the
enclosed Prospectus/Proxy Statement have been satisfied or waived.
If any securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. [ ]
If the securities being registered on this Form are being
offered in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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=============================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Aggregate Offering Registration
Securities to be Registered Registered Per Share* Price* Fee*
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<S> <C> <C> <C> <C>
Common stock, without par value.......... 792,625 $9.42 $7,466,528 $2,263.00
=============================================================================================================================
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* Pursuant to Rule 457(f)(2) of Regulation C, based on the exchange ratio of
0.1176 of a Common Share of Unity Savings Bank with a book value of $80.10 per
share on March 31, 1997 for each share of Oak Hill Financial, Inc. registered
hereunder.
This Registration Statement shall be deemed to cover an indeterminate number of
additional shares of Oak Hill Financial, Inc. Common Stock, without par value,
as may be issuable pursuant to future stock dividends, stock splits or similar
transactions.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission acting
pursuant to Section 8(a), may determine.
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appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Registration Statement, within one business
day of receipt of such request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the Registration Statement
through the date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Pre-Effective Amendment No. 1 to the S-4
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Jackson, State of Ohio, on July 8,
1997.
OAK HILL FINANCIAL, INC.
By: /s/ John D. Kidd
--------------------------
John D. Kidd, President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to the S-4 Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ John D. Kidd President, Chief July 8, 1997
- ---------------------------- Executive Officer, Director )
John D. Kidd (Principal Executive Officer) )
)
)
*Evan E. Davis Chairman of the Board ) July 8, 1997
- ----------------------------
Evan E. Davis )
)
)
*Richard P. LeGrand Executive Vice President and ) July 8, 1997
- ---------------------------- Director )
Richard P. LeGrand
)
)
*H. Tim Bichsel Secretary and Treasurer ) July 8, 1997
- ---------------------------- (Principal Financial and Accounting )
H. Tim Bichsel Officer) )
)
*Barry M. Dorsey Director ) July 8, 1997
- ----------------------------
Barry M. Dorsey )
)
)
*Rick A. McNelly Director ) July 8, 1997
- ----------------------------
Rick A. McNelly )
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)
*Donald R. Seigneur Director ) July 8, 1997
- ------------------------- )
Donald R. Seigneur )
)
)
/s/ H. Grant Stephenson Director ) July 8, 1997
- ------------------------- )
H. Grant Stephenson )
)
)
*C. Clayton Johnson Director ) July 8, 1997
- ------------------------- )
C. Clayton Johnson )
)
)
*By /s/ H. Grant Stephenson ) July 8, 1997
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H. Grant Stephenson, Attorney-in-fact
for each of the persons indicated
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