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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: OCTOBER 1, 1999
OAK HILL FINANCIAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 0-26876 31-1010517
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
14621 State Route 93
Jackson, Ohio 44640
(740) 286-3283
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
COMPLETION OF MERGER WITH TOWNE FINANCIAL CORPORATION
On October 1, 1999, Oak Hill Financial, Inc., ("Oak Hill Financial")
completed its merger (the "Merger") with Towne Financial Corporation, a
corporation chartered under the laws of Ohio ("Towne Financial"). Shareholders
of Oak Hill Financial approved the Merger at a special meeting of shareholders
held on September 14, 1999, with 3,184,748 votes in favor of the Merger, 13,404
against, and 15,262 abstentions. The Towne Financial shareholders also approved
the Merger on the same date, with 204,734 votes in favor of the Merger, 0
against, and 923 abstentions. In connection with the Merger, Oak Hill Financial
will issue a total of 916,162 shares of its common stock to holders of Towne
Financial common stock immediately prior to the Merger, based on an exchange
ratio of 4.125 shares of Oak Hill common stock for every one share of Towne
Financial common stock.
Towne Financial is a unitary savings and loan holding company engaged
primarily in the origination of permanent mortgage loans secured by first
mortgages on one- to four-family residential real estate located in its primary
lending area.
Oak Hill Financial filed with the Securities and Exchange Commission a
Registration Statement on Form S-4, which was declared effective on August 4,
1999, to register the shares to be distributed to Towne Financial's
shareholders.
This transaction was accomplished through arms length negotiations between
Oak Hill management and Towne Financial management. Oak Hill's press release
regarding the Merger issued on October 4, 1999, is attached as an exhibit to
this report and is incorporated herein by reference.
ITEM 5. OTHER EVENTS.
CONVERSION OF BLUE ASH SAVINGS & LOAN
On October 1, 1999, immediately after completion of the Merger, Blue Ash
Savings & Loan, a former subsidiary of Towne Financial acquired by Oak Hill
Financial in the Merger, converted from a state chartered savings bank to a
state chartered commercial bank. At the same time, the company changed its name
from Blue Ash Savings & Loan to "Towne Bank."
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) and (b) Financial Statements.
We incorporate by reference the financial statements of Towne Financial and
the pro forma financial statements of Towne Financial and Oak Hill Financial
filed with the Securities and Exchange Commission as part of a Registration
Statement on Form S-4 (No. 333-81645) on June 25, 1999, as amended on June 30,
1999, and August 3, 1999, and the financial statements of Towne Financial filed
as a part of the company's Annual Report on Form 10-K on September 28, 1999, for
the fiscal year ended June 30, 1999.
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(c) Exhibits.
Exhibit No. Description
99 Press release of Oak Hill Financial, Inc., issued
October 4, 1999, announcing the completion of the Merger
with Towne Financial Corporation.
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 5, 1999 By: /s/ H. Timothy Bichsel
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H. Timothy Bichsel, Secretary
EXHIBIT INDEX
Exhibit No. Description
99 Press release of Oak Hill Financial, Inc., issued
October 4, 1999, announcing the completion of the Merger
with Towne Financial Corporation.
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Exhibit 99
FOR IMMEDIATE RELEASE
Monday, October 4, 1999
Contact: David G. Ratz, Vice President
(740) 286-3283
OAK HILL FINANCIAL, INC. COMPLETES TOWNE FINANCIAL CORP. MERGER
JACKSON, OHIO -- The merger of Towne Financial Corp. (OTC: TOFI) with and into
Oak Hill Financial, Inc. (Nasdaq NMS: OAKF) was completed on October 1, 1999.
The merger was approved by the shareholders of both companies at their
respective meetings on September 14, 1999.
The merger will be accounted for as a pooling of interests. Under the terms of
the merger agreement, each Towne Financial shareholder will receive 4.125 shares
of Oak Hill Financial common stock for each share of Towne stock. Based on Oak
Hill's October 1 closing price, the transaction was valued at $16.2 million.
Oak Hill Financial is a bank holding company. Towne Financial operated Blue Ash
Building & Loan, a thrift with four offices in suburban Cincinnati. In
conjunction with the merger, the Blue Ash subsidiary has been converted to a
commercial bank and renamed Towne Bank. The conversion was also effective
October 1, 1999.
Including the Towne offices, Oak Hill Financial has 21 full-service banking
facilities and three loan production offices in 13 counties in southern and
central Ohio. The company also operates a consumer finance company with two
offices in the same region. Based on June 30, 1999 financial data, the merged
organization has $558.1 million in assets. With the merger, Oak Hill Financial
has approximately 5.3 million common shares outstanding.
