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As filed with the Securities and Exchange Commission on July 14, 1998
Registration No. 333-56463
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 3
TO FORM S-3
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)
Ohio 6712 31-1010517
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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14621 State Route 93
Jackson, Ohio 45640
(740) 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
(740) 286-3283
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
Copies of Correspondence to:
H. Grant Stephenson, Esq. Terri R. Abare, Esq.
Porter, Wright, Morris & Arthur Vorys, Sater, Seymour and Pease LLP
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 the Effective Date of this Registration
Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
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, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
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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..........1,006,250 $22.50 $22,640,625 $6,679
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</TABLE>
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c), based on the average high and low prices of the Common Stock as
reported on the Nasdaq National Market on June 5, 1998.
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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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with
the sale and distribution of the securities being registered hereby, other than
underwriting discounts and commissions, if any. All amounts shown are estimates,
except the SEC registration fee:
SEC registration fee...................................... $ 6,679
Printing and engraving fee................................ 15,000
Legal fees and expenses................................... 20,000
Accounting fees and expenses.............................. 5,000
Blue Sky fees and expenses................................ 5,000
Transfer agent and registrar fees and expenses............ 4,000
Miscellaneous fees and expenses........................... 1,321
Total............................................ $57,000
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All the costs identified above will be paid by the Selling Shareholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Article VI of the Company's Regulations provides that the Company
shall indemnify any person who was or is a party or is threatened to be made a
party to any action (other than an action by or in the right of the Company) by
reason of the fact that the person was or is a director of the Company; or while
a director of the Company such person was or is serving at the request of the
Company as a director, officer, or in some other agency capacity for another
entity. The Company may indemnify any person who was or is a party or is
threatened to be made a party to any action (other than an action by or in the
right of the Company) by reason of the fact that the person was or is an
officer, employee or agent of the Company, or while an officer, employee or
agent of the Company was or is serving at the request of the Company as a
director, officer or in some other agency capacity for another entity.
Indemnification covers expenses (including attorney's fees), judgments, fines
and amounts paid in settlements if such an aforementioned person acted in good
faith and in a manner in which they reasonably believed to be in or not opposed
to the best interests of the Company; and, with respect to a criminal
proceeding, the person had no reasonable cause to believe that the conduct was
unlawful. The termination of an action by judgment, order, settlement or
conviction, or upon a plea of nolo contendere, shall not, by itself, create a
presumption about a person's state of mind.
The Company may indemnify any person who was or is a party or is
threatened to be made a party in an action by or in the right of the Company to
procure a judgment in its favor by reason of the fact that the person is a
director, officer, employee or agent, or is serving at the request of the
Company as a director, officer or in some other agency capacity for another
entity. In actions by the Company, indemnification covers expenses (including
attorney's fees) incurred by a person in connection with defense or settlement
of such action if they acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the Company. No indemnification
shall be made in respect of (1) any action as to which such person is adjudged
to be liable for negligence or misconduct in the performance of their duties,
unless and only to the extent the court in which such action was brought
determines upon application that such person is reasonably entitled to indemnity
for such expenses as the court shall deem proper; or (2) any action in which the
only liability asserted against a director is pursuant to Section 1701.95 of the
Ohio Revised Code dealing with liability for unlawful loans, dividends or
distributions.
Any indemnification shall be made by the Company only as authorized in
the specific case upon a determination that the indemnification was proper
because the person met the applicable standard of conduct set forth above. Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum of disinterested directors; (2) in a written opinion by independent
counsel; (3) by the shareholders; or (4) by the court where the action was
brought. Any determination made by the disinterested directors or independent
counsel shall be properly communicated to the person who threatened or brought
the action by or in the right of the Company. Such person shall have the right,
within ten days after notification, to petition the court to review the
reasonableness of such determination. To the extent that a director or other
person in an agency capacity has been successful on the merits or in defense of
an action referred to above, that person shall be indemnified against expenses
(including attorney's fees) reasonably incurred in connection with the action;
this type of indemnification does not require an authorized determination by the
Company.
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Expenses (including attorney's fees) incurred by a director in
defending an action referred to above, except where the liability asserted
against a director is pursuant to Section 1701.95 of the Ohio Revised Code,
shall be paid by the Company as they are incurred in advance of the final
disposition of the action, if the director agrees to repay such amount if it is
proved that the director's action or failure to act was undertaken with
deliberate intent to cause injury to the Company or with reckless disregard for
the best interests of the Company. Expenses (including attorney's fees) incurred
by a director or other person in an agency capacity in defending an action
referred to above, including an action brought against a director pursuant to
Section 1701.95 of the Ohio Revised Code, may be paid by the Company as incurred
before final disposition of the action as authorized by the directors if such
person agrees to repay the Company if it is ultimately determined that the
person is not entitled to be indemnified.
The indemnification authorized by Article VI is not exclusive of, and
is in addition to, any other rights granted to those seeking indemnification
under the Company's regulations, common law and corporation law of the State of
Ohio, or vote of shareholders or disinterested directors. Indemnification rights
shall continue in the person who has ceased to be affiliated with the Company
and shall inure to such person's heirs, executors and administrators.
The Company may purchase insurance on behalf of any person who was or
is a director, officer, employee or agent of the Company, or was or is serving
at the request of the Company as director, officer or in some other agency
capacity for another entity, against liability that is asserted or incurred by
such person in any such capacity, whether or not the Company has the power to
indemnify such person against liability under the provisions of Article VI.
Under Section 1701.13 of the Ohio General Corporation Law, a corporation may
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the corporation, or who, while serving
in such capacity, is or was at the request of the corporation, a director,
officer, employee or agent of another corporation or legal entity or of an
employee benefit plan, against liability asserted against or incurred by such
person in any such capacity whether or not the corporation would have the power
to provide indemnity under Section 1701.13 of the Ohio General Corporation Law.
The above discussion of the Company's Regulations and of Section
1701.13 of the Ohio General Corporation Law is not intended to be exhaustive and
is respectively qualified in its entirety by such Regulations and statute.
ITEM 16. EXHIBITS.
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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1 Underwriting Agreement among the Selling Shareholders,
McDonald & Company Securities, Inc., and Advest, Inc.
(Previously filed)
*2(a) Agreement and Plan of Merger, dated April 28, 1997, between
Oak Hill Banks and Unity Savings Bank (reference is made to
Exhibit 2(a) of the Registrant's 8-K, filed on October 14,
1997, and incorporated herein by reference).
*2(b) Supplemental Agreement, dated April 28, 1997, among Oak Hill
Financial, Inc., Oak Hill Banks, and Unity Savings Bank
(reference is made to Exhibit 2(b) of the Registrant's 8-K
filed on October 14, 1997, and incorporated herein by
reference).
*3(a) Second Amended and Restated Articles of Incorporation
(reference is made to Form SB-2, Exhibit 3(i), File No.
33-096216 and incorporated herein by reference).
*3(b) Restated Code of Regulations (reference is made to Form SB-2,
Exhibit 3(ii), File No. 33-96216 and incorporated herein by
reference).
*4(a) Reference is made to Articles FOURTH, FIFTH, SEVENTH, EIGHTH,
TENTH AND ELEVENTH of the Registrant's Restated Articles of
Incorporation (contained in the Registrant's Restated Articles
of Incorporation filed as Exhibit 3(a) hereto) and Articles
II, III, IV, VI and VIII of the Registrant's Amended and
Restated Code of Regulations (contained in the Registrant's
Amended and Restated Code of Regulations filed as Exhibit 3(b)
hereto).
*4(b) Rights Plan, dated January 23, 1998, between Oak Hill
Financial, Inc., and Fifth Third Bank, (reference is made to
Exhibit 4.1 to the Form 8-A, filed with the Securities and
Exchange Commission on January 23, 1998 and incorporated
herein by reference).
5 Opinion of Porter, Wright, Morris & Arthur regarding legality.
(Previously filed)
*23(a) Consent of Porter, Wright, Morris & Arthur (included in
Exhibit 5)
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23(b) Consent of Grant Thornton LLP. (Previously filed)
24 Powers of Attorney. (Previously filed)
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*Incorporated by reference as indicated
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes: (1) to file during any
period in which offers or sales are being made, a post effective amendment to
this registration statement: (i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume or securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; (2) that for
the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; (3)
to remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of 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 that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
479(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Pre-Effective Amendment No. 3 to the
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Jackson, State of Ohio,
on July 14, 1998.
OAK HILL FINANCIAL, INC.
By: /s/ John D. Kidd
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John D. Kidd, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ John D. Kidd President, Chief July 14, 1998
- ------------------------------------ Executive Officer, Director )
John D. Kidd (Principal Executive Officer) )
)
)
*Evan E. Davis Chairman of the Board ) July 14, 1998
- ------------------------------------ )
Evan E. Davis )
)
)
*Richard P. LeGrand Executive Vice President and ) July 14, 1998
- ------------------------------------ Director )
Richard P. LeGrand )
)
)
*H. Tim Bichsel Secretary and Treasurer ) July 14, 1998
- ------------------------------------ (Principal Financial and )
H. Tim Bichsel Accounting Officer) )
)
)
*Barry M. Dorsey Director ) July 14, 1998
- ------------------------------------ )
Barry M. Dorsey )
)
)
*Rick A. McNelly Director ) July 14, 1998
- ------------------------------------ )
Rick A. McNelly )
)
)
*Donald R. Seigneur Director ) July 14, 1998
- ------------------------------------ )
Donald R. Seigneur )
)
)
/s/ H. Grant Stephenson Director ) July 14, 1998
- ------------------------------------ )
H. Grant Stephenson )
)
)
*C. Clayton Johnson Director ) July 14, 1998
- ------------------------------------ )
C. Clayton Johnson )
)
)
*D. Bruce Knox Director ) July 14, 1998
- ------------------------------------ )
D. Bruce Knox )
)
*By /s/ H. Grant Stephenson July 14, 1998
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H. Grant Stephenson, Attorney-in-fact
for each of the persons indicated
</TABLE>
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