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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: MARCH 11, 1999
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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)
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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 5. OTHER EVENTS.
On March 11, 1999, Oak Hill Financial, Inc., a corporation chartered
under the laws of Ohio ("Oak Hill Financial"), and Towne Financial Corp., a
corporation chartered under the laws of Ohio ("Towne"), entered into an
Agreement and Plan of Merger, dated as of March 11, 1999 (the "Merger
Agreement"), whereby Towne will be merged with and into Oak Hill Financial (the
"Merger").
Oak Hill Financial will exchange 4.125 shares of its common stock for
each share of Towne stock. Towne has 222,100 shares of common stock outstanding.
The exchange ratio is subject to change if the value of Oak Hill Financial's
stock is above $21.71 per share prior to closing. Towne will have the right to
terminate the Merger Agreement if the average price of Oak Hill Financial's
common stock falls below $16.05 per share, unless Oak Hill Financial increases
the exchange ratio to compensate for the difference between the price of Oak
Hill Financial stock at closing and $16.05. Based on the average of Oak Hill
Financial's closing bid and ask price of $19.22 on March 10, 1999, the
transaction is valued at $17.6 million.
The Merger will be accounted for as a pooling of interest, and is
subject to shareholder approval, regulatory approval, and other customary
conditions to closing.
The Merger Agreement, the Supplemental Agreement executed in connection
with the Merger Agreement, and Oak Hill Financial's press release issued March
11, 1999, regarding the Merger are attached as exhibits to this report and are
incorporated herein by reference. The foregoing summary of the Merger Agreement
and the Supplemental Agreement do not purport to be complete and are qualified
in their entirety by reference to such exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
2(a) Agreement and Plan of Merger, dated as of March
11, 1999, between Oak Hill Financial, Inc. and
Towne Financial Corp.
2(b) Supplemental Agreement, dated as of March 11,
1999, between Oak Hill Financial, Inc. and Towne
Financial Corp.*
99 Press release of Oak Hill Financial, Inc., issued
March 11, 1999, regarding the Merger.*
* Previously filed.
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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: March 18, 1999 By: /s/ H. Tim Bichsel
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H. Tim Bichsel, Secretary
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EXHIBIT INDEX
Exhibit No. Description
2(a) Agreement and Plan of Merger, dated as of March
11, 1999, between Oak Hill Financial, Inc. and
Towne Financial Corp.
2(b) Supplemental Agreement, dated as of March 11,
1999, between Oak Hill Financial, Inc. and Towne
Financial Corp.*
99 Press release of Oak Hill Financial, Inc., issued
March 11, 1999, regarding the Merger.*
* Previously filed.
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EXHIBIT 2(a)
AGREEMENT AND PLAN OF MERGER
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THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made as of
March 11, 1999, between OAK HILL FINANCIAL, INC., a corporation chartered under
the law of Ohio ("Oak Hill Financial"), and Towne Financial Corporation, a
corporation that is chartered under the law of Ohio ("Towne"). (Oak Hill
Financial and Towne are collectively referred to herein as the "Constituent
Corporations.")
RECITALS
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A. Oak Hill Financial is a corporation organized and existing under
the laws of Ohio and is authorized to issue 5,000,000 shares of common stock,
without par value ("Oak Hill Financial Common"), of which 4,367,765 shares were
issued and outstanding as of December 31, 1998 (excluding treasury shares) and
200,000 reserved for issuance upon exercise of existing stock option, and (ii)
1,500,000 voting shares of preferred stock, without par value, and 1,500,000
non-voting shares of preferred stock, without par value, of which there are no
shares issued and outstanding as of the date hereof.
B. Towne is a corporation organized and existing under the laws of
Ohio and is authorized to issue 2,250,000 shares of common stock, with $1 par
value ("Towne Common"), of which 222,100 shares are issued and outstanding as of
the date hereof, exclusive of treasury shares, and is authorized to issue
250,000 shares of preferred stock, with $1 par value, of which there are no
shares issued and outstanding as of the date hereof. An additional 36,500 shares
may be issued pursuant to outstanding stock options previously granted
(collectively, the "Towne Stock Options" and individually, a "Towne Stock
Option") under the 1992 Stock Option Plan and 1997 Stock Option Plans (the
"Towne Stock Option Plans").
C. The respective Boards of Directors of Oak Hill Financial and Towne
have approved the merger of Towne into Oak Hill Financial substantially on the
terms and conditions contained in this Agreement.
AGREEMENT
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In consideration of the foregoing and the mutual promises contained
herein, the parties agree as follows:
1. MERGER. Subject to the terms and conditions hereof, and the terms
and conditions contained in a certain Supplemental Agreement, of even date
herewith, between Oak Hill Financial, and Towne (the "Supplemental Agreement"),
which is incorporated herein by reference, at the "Effective Time" (as such term
is defined in Section 2 hereof), Towne shall be merged into Oak Hill Financial
(the "Merger"). Oak Hill Financial shall be the surviving corporation in the
Merger (the "Surviving Corporation"), which shall continue its corporate
existence under the laws of Ohio following the consummation of the Merger. At
the Effective Time, the separate existence and corporate organization of Towne
shall cease.
2. EFFECTIVE TIME; EFFECTIVE DATE. The Merger shall be effective at
11:59 p.m., local Ohio time (the "Effective Time"), on (i) the day on which this
Agreement and the related Certificate of Merger have been filed in accordance
with the requirements of the laws of Ohio, or (ii) such later date as may be
specified in such Certificate of Merger (the "Effective Date").
3. NAME. The name of the Surviving Corporation shall be "Oak Hill
Financial, Inc.".
4. CHARTER. The Articles of Incorporation of Oak Hill Financial in
effect at the Effective Time shall be the articles of incorporation of the
Surviving Corporation, until amended in accordance with law.
