<PAGE> 1
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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
OAK HILL FINANCIAL, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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<PAGE> 2
OAK HILL FINANCIAL, INC.
14621 State Route 93
Jackson, Ohio 45640
NOTICE OF ANNUAL MEETING
OF
SHAREHOLDERS
TO BE HELD APRIL 28, 1998
Jackson, Ohio
March 27, 1998
To the Shareholders:
The Annual Meeting of Shareholders of Oak Hill Financial, Inc. (the
"Corporation"), will be held at the Ohio State University Extension South
District Office, 17 Standpipe Road, Jackson, Ohio 45640, on April 28, 1998, at
1:00 p.m., local time, for the following purposes:
1. To elect the following four Directors for terms expiring in
2000 (Class II), as successors to the class of Directors whose
terms expire in 1998: Barry M. Dorsey, Rick A. McNelly, Donald
R. Seigneur, and H. Grant Stephenson.
2. To ratify the appointment of Grant Thornton LLP, independent
auditors, as auditors for the Corporation for the fiscal year
1998.
3. To consider and act upon such other matters as may properly
come before the Annual Meeting or any adjournment thereof.
On March 17, 1998 there were 3,519,190 common shares outstanding. Each
shareholder is entitled to one vote for each common share held regarding each
matter properly brought before the meeting. Holders of record of the Corporation
at the close of business on March 17, 1998, are entitled to notice of and to
vote at the Annual Meeting and at any adjournment thereof.
By Order of the Board of Directors,
/s/ H. TIM BICHSEL
-----------------------
H. Tim Bichsel
Secretary and Treasurer
EVERY SHAREHOLDER'S VOTE IS IMPORTANT. IF YOU ARE UNABLE TO BE PRESENT AT THE
ANNUAL MEETING, YOU ARE REQUESTED TO COMPLETE AND RETURN PROMPTLY THE
ENCLOSED PROXY SO THAT YOUR SHARES WILL BE REPRESENTED. A STAMPED, ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
<PAGE> 3
OAK HILL FINANCIAL, INC.
14621 State Route 93
Jackson, Ohio 45640
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
INTRODUCTION
On behalf of the Board of Directors of Oak Hill Financial, Inc. (the
"Corporation"), a proxy is solicited from you to be used at the Corporation's
Annual Meeting of Shareholders ("Annual Meeting") to be held April 28, 1998, at
1:00 p.m., local time, at the Ohio State University Extension South District
Office, 17 Standpipe Road, Jackson, Ohio 45640. This Proxy Statement is being
mailed on or about March 27, 1998.
Proxies in the form enclosed herewith are being solicited on behalf of
the Corporation's Board of Directors. Proxies which are properly executed and
returned will be voted at the Annual Meeting as directed; proxies properly
executed and returned which indicate no direction will be voted in favor of the
proposals set forth in the notice attached hereto and more fully described in
this Proxy Statement. Proxies indicating an abstention from voting on any matter
will be tabulated as a vote withheld on such matter and will be included in
computing the number of shares present for purposes of determining the presence
of a quorum for the Annual Meeting. If a broker indicates on the form of proxy
that it does not have discretionary authority as to certain common shares to
vote on a particular matter, those common shares will be considered as present
but not entitled to vote with respect to that matter. Any shareholder giving the
enclosed proxy has the power to revoke the same prior to its exercise by filing
with the Secretary of the Corporation a written revocation or duly executed
proxy bearing a later date, or by giving notice of revocation in open meeting.
VOTING SECURITIES
As of March 17, 1998, the record date fixed for the determination of
shareholders entitled to vote at the Annual Meeting, there were 3,519,190 shares
of the Corporation's common stock outstanding. Each such share is entitled to
one vote on each matter properly coming before the Annual Meeting.
OWNERSHIP OF COMMON STOCK BY PRINCIPAL SHAREHOLDERS
As of February 27, 1998, persons known by the Corporation to own
beneficially more than 5% of the outstanding common shares of the Corporation
are set forth below.
<TABLE>
<CAPTION>
NO. OF SHARES OF COMMON
NAME(1) STOCK BENEFICIALLY OWNED(2) PERCENTAGE OF CLASS(3)
------- --------------------------- ----------------------
<S> <C> <C>
Evan E. Davis 1,174,700(4) 33.4%
John D. Kidd 571,335(4)(5) 16.2%
D. Bruce Knox 264,666(4)(5) 7.5%
- -----------------------------
</TABLE>
(1) The address of Evan E. Davis, John D. Kidd, and D. Bruce Knox is c/o Oak
Hill Financial, Inc., 14621 State Route 93, Jackson, Ohio 45640.
(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission which generally attributes beneficial
ownership of securities to persons who possess sole or shared voting power
and/or investment power with respect to those securities.
(3) "Percentage of class" is calculated by dividing the number of shares
beneficially owned by the total number of outstanding shares of the
Corporation on February 27, 1998 plus the number of shares such person has
the right to acquire within 60 days of February 27, 1998.
(4) Includes 17,500 shares which could be acquired by Messrs. Davis and Kidd,
respectively, and 20,000 shares which could be acquired by Mr. Knox under
stock options exercisable within 60 days of February 27, 1998. Includes
2,200 shares held by a Trust as to which Messrs. Davis and Kidd are
Trustees and partial beneficiaries. Also, includes 207,090 shares held by a
Trust as to which Mr. Knox is a Trustee and partial beneficiary.
(5) Includes shares acquired pursuant to Oak Hill Banks 401(k) Plan.
- 2 -
<PAGE> 4
OWNERSHIP OF COMMON STOCK BY MANAGEMENT
As of February 27, 1998, the directors of the Corporation, the
executive officers of the Corporation named in the Summary Compensation Table,
and all executive officers and directors of the Corporation as a group,
beneficially owned common shares of the Corporation as set forth below.
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership Percentage
Name of Common Stock(1) of Class
---- ------------------ --------
<S> <C> <C>
Evan E. Davis, Chairman and Director 1,174,700 (3)(4) 33.4%
John D. Kidd, President, Chief Executive Officer and
Director 571,335 (3)(4)(6) 16.2%
Richard P. LeGrand, Executive Vice President and
Director 52,839 (3)(6) 1.5%
H. Tim Bichsel, Secretary and Treasurer 25,847 (3)(6) *
David G. Ratz, Vice President 18,916 (3)(6) *
Barry M. Dorsey, Ed.D., Director 10,200 (3) *
C. Clayton Johnson, Director 3,000 (3) *
D. Bruce Knox, Director 264,666 (3)(5)(6) 7.5%
Rick A. McNelly, Director 15,000 (3) *
Donald R. Seigneur, Director 7,000 (3) *
H. Grant Stephenson, Director 7,700 (3) *
All directors and executive officers 2,151,203 (7) 61.1%
as a group (11 persons)
</TABLE>
- ----------
(1) For purposes of the above table, a person is considered to "beneficially
own" any shares with respect to which he exercises sole or shared voting or
investment power or as to which he has the right to acquire the beneficial
ownership within 60 days of February 27, 1998. Unless otherwise indicated,
voting power and investment power are exercised solely by the person named
above or shared with a members of his household.
(2) "Percentages of class" is calculated by dividing the number of shares
beneficially owned by the total number of outstanding shares of the
Corporation on February 27, 1998 plus the number of shares such person has
the right to acquire within 60 days of February 27, 1998. An "*" indicates
less than one percent (1%).
(3) Includes 17,500 shares which could be acquired by Messrs. Davis and Kidd,
respectively, 20,000 shares which could be acquired by Mr. Knox, 16,600
shares which could be acquired by Mr. Ratz, 16,500 shares which could be
acquired by Mr. LeGrand, 13,000 shares which could be acquired by Mr.
Bichsel, 3,000 shares which could be acquired by Mr. Johnson, and 5,000
shares which could be acquired by Messrs. Dorsey, McNelly, Seigneur and
Stephenson, respectively, under stock options exercisable within 60 days of
February 27, 1998.
(4) Also includes 2,200 shares held by Trusts as to which Messrs. Davis and
Kidd are Trustees and partial beneficiaries.
(5) Also includes 207,090 shares held by a Trust as to which Mr. Knox is a
Trustee and partial beneficiary.
(6) Includes shares acquired pursuant to Oak Hill Banks 401(k) Plan.
(7) Includes 124,100 shares which may be purchased under stock options
exercisable within 60 days of February 27, 1998.
- 3 -
<PAGE> 5
ELECTION OF DIRECTORS
The Board of Directors has nominated four persons for a two-year term
(Class II). The terms of the remaining directors in Class I will continue as
indicated below. The accompanying proxy will be voted for the election of those
four persons named under Class II in the following table unless otherwise
directed. In the event that any of the nominees for director shall become
unavailable (which management does not expect), the proxies may be voted for a
substitute nominee at the discretion of those named as proxies. The election of
each nominee requires the favorable vote of a plurality of all votes cast by the
holders of the Corporation's common stock.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF EACH NOMINEE FOR CLASS II DIRECTOR.
<TABLE>
<CAPTION>
Position with Corporation and/or Principal Occupation or
Name and Age Employment For the Last Five Years Director Since
---------------------------------- --------------
NOMINEES - TERMS
EXPIRE IN 2000 (CLASS II):
<S> <C> <C>
Barry M. Dorsey, Ed.D, 54 President of the University of Rio Grande and Rio Grande 1995
Community College since July 1991. Mr. Dorsey served as
Associate Director from July 1980 to July 1990 and as
Deputy Director from July 1990 to June 1991 of the State
Council of Higher Education for Virginia.
Rick A. McNelly, 41 Secretary and Treasurer of Innovative Financial Services 1995
Agency, Inc., an employee benefits agency, since 1981.
Donald R. Seigneur, 45 Partner in the public accounting firm of Whited, Seigneur, 1995
Sams & Rahe, Certified Public Accountants, Chillicothe,
Ohio since 1979.
H. Grant Stephenson, 48 Partner in the law firm of Porter, Wright, Morris & Arthur, 1995
Columbus, Ohio since 1986.
CONTINUING DIRECTORS -
TERMS EXPIRE IN 1999
(CLASS I):
Evan E. Davis, 64 Chairman of the Corporation since its formation in 1981. He 1981
served as President of the Corporation from 1981 to June
1995. Mr. Davis' family founded Oak Hill Banks (the
"Bank") in 1902, and Mr. Davis has served as a Director of
the Bank since 1957.
C. Clayton Johnson, 53 Partner in the law firm of C. Clayton Johnson Co., L.P.A., 1997
Portsmouth, Ohio. He has served as a Director of the
Corporation since March 1997.
John D. Kidd, 58 President of the Corporation since June 1995 and as Chief 1981
Executive Officer since 1981. He has served as President of
the Bank from October 1991 to September 1997, and as
Chairman since October 1997. He has served as Chief
Executive Officer and Executive Vice President since joining
the Bank in 1970.
</TABLE>
- 4 -
<PAGE> 6
<TABLE>
<S> <C> <C>
Richard P. LeGrand, 57 Executive Vice President of the Corporation since October 1987
1991. He has served as a Director of the Corporation since
January 1987 and as a Director of the Bank since July 1993.
Mr. LeGrand served as Senior Vice President of the Bank
from February 1986 to October 1991, as Executive Vice
President from October 1991 to September 1997, and CEO
since October 1997.
D. Bruce Knox, 37 Senior Vice President of Oak Hill Banks since October 2, 1997
1997. He served as President and a Director of Unity Savings
Bank ("Unity") from January 1, 1996 until the merger on
October 1, 1997. He served as Executive Vice President and
Director of Unity and its successors from January 1, 1989
until December 31, 1995.
</TABLE>
MEETINGS OF THE BOARD OF DIRECTORS
AND COMMITTEES OF THE BOARD
During the last fiscal year, the Board of Directors held five regularly
scheduled meetings. All of the incumbent directors and each nominee standing for
re-election attended more than 75% of the regularly scheduled meetings during
the last fiscal year.
Each director received $500 per meeting attended as a director of the
Corporation. No compensation is paid for meetings of committees. Each
non-employee director of the Corporation received a stock option to purchase
3,000 shares on December 15, 1997. The exercise price for each option granted is
100% of the fair market value on the date of grant.
The Board of Directors has a standing Audit Committee, and a standing
Stock Option and Compensation Committee. A committee of the whole acts as the
Nominating Committee for the Board.
The Audit Committee makes recommendations to the Board of Directors
concerning the selection and engagement of the Corporation's independent
auditors and reviews with them the scope and status of the audit, the fees for
services performed by the firm, and the results of the completed audit. The
Audit Committee also reviews and discusses with the internal audit department,
management and the Board of Directors, such matters as accounting policies,
internal controls and procedures for preparation of financial statements. The
members of the Audit Committee are Messrs. Seigneur, Dorsey and Stephenson. The
Audit Committee held one meeting during the last fiscal year.
The Stock Option and Compensation Committee (the "Committee") makes
recommendations to the Board of Directors with respect to the compensation of
the executive officers of the Corporation and with respect to the grant of stock
options. The members of the Committee are Messrs. McNelly, Seigneur, and
Stephenson. The Committee held three meetings during the last fiscal year, and
all members attended.
- 5 -
<PAGE> 7
EXECUTIVE OFFICERS
The officers of the Corporation are elected annually by the Board of
Directors and serve at the pleasure of the Board. In addition to Evan E. Davis,
Chairman of the Board; John D. Kidd, President and Chief Executive Officer;
Richard P. LeGrand, Executive Vice President, the following persons are officers
of the Corporation:
H. Tim Bichsel, age 57, has served as Secretary and Treasurer of the
Corporation since February 1995. He served as Vice President of the Corporation
from February 1994 to February 1995. Mr. Bichsel has served as Executive Vice
President and Secretary of the Bank since February 1996. From April 1993 to
February 1996 he served as Senior Vice President and Secretary. From February
1992 to April 1993 he served as a computer software specialist for Peerless
Systems, Inc., a banking computer software company. Prior thereto, Mr. Bichsel
was employed in a variety of positions, most recently Senior Vice President and
Secretary with Fifth Third Bank of Southern Ohio, formerly known as First
Security Bank of Hillsboro, Ohio, from 1973 to November 1991.
David G. Ratz, age 40, has served as Vice President of the Corporation
since October 1995. From December 1986 to September 1995, he served as a
marketing and human relations consultant to community banking organizations as a
Vice President of Young & Associates, Kent, Ohio.
- 6 -
<PAGE> 8
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation
paid during the last three completed fiscal years by the Corporation and its
subsidiaries to the Chief Executive Officer, and the two other executive
officers of the Corporation whose total salary and bonus annually exceed
$100,000 for services in all capacities for the Corporation:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensa-
Annual Compensation tion Award
----------------------------------------------------- ----------------
(a) (g)
Name and Principal (e) Securities (i)
------------------ (b) (c) (d) Other Annual Underlying All Other
Position Year Salary Bonus Compensation(1) Options(2) Compensation(3)
-------- ---- ------ ----- --------------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
JOHN D. KIDD 1997 $160,202 -- $6,400 7,500 $16,252
President and Chief 1996 $151,467 $24,000 $5,900 5,000 $20,554
Executive Officer 1995 $147,408 $24,000 $5,600 5,000 $11,612
EVAN E. DAVIS 1997 $127,445 -- $6,400 7,500 $ 5,378
Chairman of the Board 1996 $131,560 $24,000 $5,900 5,000 $11,554
1995 $128,040 $24,000 $5,600 5,000 $ 7,112
RICHARD P. LEGRAND 1997 $114,179 $21,000 $6,400 7,500 $13,816
Executive Vice President 1996 $102,806 $20,000 $5,900 5,000 $13,274
1995 $100,056 $15,000 $5,600 4,000 $8,4871
</TABLE>
- --------------------------------
(1) Includes amounts paid as director fees for the fiscal years shown.
(2) All shares are subject to an option granted under the 1995 Stock Option
Plan.
(3) Includes matching and profit sharing contributions for the Corporation's
401(k) plan for the fiscal years shown.
- 7 -
<PAGE> 9
The following table shows all individual grants of stock options to the
named executive officers of the Corporation during the fiscal year ended
December 31, 1997.
<TABLE>
<CAPTION>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR (1)
------------------------------------------
Number of % of Total
Securities Options
Underlying Exercise Expiration Granted to
Options Price Date Employees
-------------- ------------ -------------- --------------
<S> <C> <C> <C> <C>
JOHN D. KIDD
President and Chief Executive
Officer 7,500 $22.5625 12/15/07 6.3%
EVAN E. DAVIS
Chairman of the Board 7,500 $22.5625 12/15/07 6.3%
RICHARD P. LEGRAND 7,500 $22.5625 12/15/07 6.3%
Executive Vice President
</TABLE>
- ------------------------------------
(1) All options are granted at 100% of fair market value on the date of grant.
The options are exercisable immediately and expire on the date specified in
the option which, in no event, is later than 10 years after the date of
grant; provided, that the optionee remained in the employment of the
Corporation or its affiliates. The option exercise period may be shortened
upon an optionee's disability, retirement or death.
The following table shows aggregate option exercises in the last fiscal
year and year end values.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
(a) (b) (c) (d) (e)
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL YEAR IN-THE-MONEY OPTIONS AT
END FISCAL YEAR END ($)(1)
---------------------- ----------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
JOHN D. KIDD
President and Chief Executive _ _ _ _ 17,500 _ _ $119,656 _ _
Officer
EVAN E. DAVIS _ _ _ _ 17,500 _ _ $119,656 _ _
Chairman
RICHARD P. LEGRAND _ _ _ _ 16,500 _ _ $106,156 _ _
Executive Vice President
</TABLE>
- --------------------------------
(1) Represents total gain which would have been realized if all in the money
options held at fiscal year-end had been exercised, determined by
multiplying the number of shares underlying the options by the difference
between the per share option exercise price and per share fair market value
at year-end. The fair market value as determined by the closing price of
the Corporation's common stock on December 31, 1997 was $22.75. An option
is in the money if the fair market value of the underlying shares exceeds
the exercise price of the option.
- 8 -
<PAGE> 10
CERTAIN TRANSACTIONS
Some of the officers and directors of the Corporation and the companies
with which they are associated were customers of the Bank. The loans to such
officers and directors (a) were made in the ordinary course of business, (b)
were made on substantially the same terms, including interest and nature of
collateral, as those prevailing at the time for comparable transactions with
other persons, and (c) did not involve more than the normal risk of
collectibility or present other unfavorable features.
The Bank has had, and expects to have in the future, banking
transactions in the ordinary course of business with directors, officers,
principal shareholders, and their associates on the same terms, including
interest rates and collateral on loans, as those prevailing at the same time for
comparable transactions with others.
H. Grant Stephenson, a director of the Corporation, is a partner in the
law firm of Porter, Wright, Morris & Arthur, which provides legal services to
the Corporation. C. Clayton Johnson, a director of the Corporation, is a partner
in the law firm of C. Clayton Johnson Co., L.P.A., which provides legal services
to the Corporation. Donald R. Seigneur, a director of the Corporation, is a
partner in the accounting firm of Whited, Seigneur, Sams & Rahe.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Corporation's officers and directors, and greater than 10%
shareholders, to file reports of ownership and changes in ownership of the
Corporation's securities with the Securities and Exchange Commission. Copies of
the reports are required by SEC regulation to be furnished to the Corporation.
Based solely on the Corporation's review of the copies of such reports,
the Corporation believes that all its officers, directors, and greater than 10%
beneficial owners complied with all filing requirements applicable to them with
respect to transactions during fiscal 1997, except that, due to the
Corporation's oversight in notifying him of the necessity of a Form 4 filing, D.
Bruce Knox inadvertently filed one late Form 4 regarding 100 shares acquired in
November 1997 as an employee benefit available to all former Unity employees.
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Grant Thornton LLP, as the
independent auditors for the Corporation and its subsidiaries for the fiscal
year ending December 31, 1998. Although not required, the Board of Directors is
submitting its selection to the shareholders of the Corporation for
ratification. Grant Thornton LLP has served as independent public auditors for
the Corporation and its subsidiaries during the past year. The Board of
Directors believes that the reappointment of Grant Thornton LLP for the fiscal
year ending December 31, 1998, is appropriate because of the firm's reputation,
qualifications, and experience. The Board of Directors will reconsider the
appointment of Grant Thornton LLP if its selection is not ratified by the
shareholders.
Management expects that representatives of Grant Thornton LLP will be
present at the Annual Meeting, will have the opportunity to make a statement if
they desire to do so and will be available to respond to appropriate questions.
The affirmative vote of a majority of the votes entitled to be cast by
the holders of the Corporation's common stock present in person or represented
by proxy at the Annual Meeting is required for ratification.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL. UNLESS A
CONTRARY CHOICE IS SPECIFIED, PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL
BE VOTED FOR THE PROPOSAL.
- 9 -
<PAGE> 11
SHAREHOLDER PROPOSALS
If an eligible shareholder wishes to present a proposal for action at
the next Annual Meeting of the Corporation to be held in 1999, it shall be
presented to management by certified mail, written receipt requested, not later
than November 15, 1998, for inclusion in the corporation's Proxy Statement and
form of Proxy relating to that meeting. Any such proposal must comply with Rule
14a-8 promulgated by the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended. Proposals should be sent to Oak
Hill Financial Inc., Attention: David G. Ratz, Vice President, 14621 State Route
93, Jackson, Ohio 45640.
ANNUAL REPORT
The Corporation's Annual Report for the year ended December 31, 1997, is
being mailed to each shareholder with the Proxy and Proxy Statement.
The Corporation files annually with the Securities and Exchange
Commission an annual report on Form 10-KSB. This report includes financial
statements and schedules thereto. A SHAREHOLDER OF THE CORPORATION MAY OBTAIN A
COPY OF THE ANNUAL REPORT ON FORM 10-KSB, INCLUDING FINANCIAL STATEMENTS AND
SCHEDULES THERETO, FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997, WITHOUT CHARGE
BY SUBMITTING A WRITTEN REQUEST THEREFOR TO THE FOLLOWING ADDRESS:
Oak Hill Financial Inc.,
Attention: David G. Ratz,
Oak Hill Financial, Inc.
14621 State Route 93,
Jackson, Ohio 45640.
Management and the Board of Directors of the Corporation know of no
business to be brought before the Annual Meeting other than as set forth in this
Proxy Statement. However, if any matters other than those referred to in this
Proxy Statement should properly come before the Annual Meeting, it is the
intention of the persons named in the enclosed proxy to vote such proxy on such
matters in accordance with their best judgment.
The expense of proxy solicitation will be borne by the Corporation.
Proxies will be solicited by mail and may be solicited, for no additional
compensation, by some of the officers, directors and employees of the
Corporation or its subsidiaries, by telephone, telegraph or in person. Brokerage
houses and other custodians, nominees and fiduciaries may be requested to
forward soliciting material to the beneficial owners of shares of the
Corporation and will be reimbursed for their related expenses.
- 10 -
<PAGE> 12
REVOCABLE PROXY
OAK HILL FINANCIAL, INC.
ANNUAL MEETING OF SHAREHOLDERS
April 28, 1998
The undersigned hereby appoints H. Tim Bichsel and Gail Bobst with full power of
substitution, to act as attorneys and proxies for the undersigned to vote all
shares of common stock of the Corporation which the undersigned is entitled to
vote at the Annual Meeting of Shareholders (the "Meeting"), to be held on April
28, 1998 at the Ohio State University Extension South District Office, 17
Standpipe Road, Jackson, Ohio at 1:00 p.m., local time, and at any adjournments
thereof, as follows:
I. The election as directors of all nominees listed below:
[ ] FOR [ ] WITHHOLD AUTHORITY
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
Barry M. Dorsey Rick A. McNelly Donald R. Seigneur H. Grant Stephenson
II. The ratification of the appointment of Grant Thornton LLP as auditors of the
Corporation for the fiscal year ending December 31, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment thereof.
The Board of Directors recommends a vote "FOR" the listed proposals.
<PAGE> 13
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER BUSINESS IS PRESENTED
AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR
BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE MEETING.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present to vote at the Meeting or at any adjournment
thereof, and after notification to the Secretary of the Corporation at the
Meeting of the shareholder's decision to terminate this Proxy, then the power of
such attorneys and proxies shall be deemed terminated and of no further force
and effect.
The undersigned acknowledges receipt from the Corporation, prior to the
execution of this Proxy, of Notice of the Annual Meeting, a Proxy Statement
dated March 23, 1998, and the Corporation's Annual Report to Shareholders for
the fiscal year ended December 31, 1997.
Dated:
-----------------------------------------------
NUMBER OF SHARES
------------------------- -------------------------
Signature Signature
------------------------- -------------------------
Print Name of Shareholder Print Name of Shareholder
Please sign exactly as your name appears on this
card. When signing as attorney, executor,
administrator, trustee or guardian, please give your
full title. If shares are held jointly, each holder
should sign.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS
PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
