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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 6, 1999
OAK HILL FINANCIAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Ohio 0-26876 31-1010517
- ---------------- --------------------- --------------
(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION
INCORPORATION OR NUMBER)
ORGANIZATION)
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 5. OTHER EVENTS.
On October 6, 1999, Oak Hill Financial, Inc., ("Oak Hill") issued a
news release announcing its earnings for the third quarter and three months
ended September 30, 1999. The information contained in the news release, which
is attached as Exhibit 99 to this Form 8-K, is incorporated herein by this
reference.
The information contained or incorporated by reference in this Current
Report on Form 8-K may contain forward-looking statements, including certain
plans, expectations, goals, and projections, which are subject to numerous
assumptions, risks, and uncertainties. Actual results could differ materially
from those contained or implied by such statements for a variety of factors,
including: changes in economic conditions; movements in interest rates;
competitive pressures on product pricing and services; success and timing of
business strategies; the nature and extent of legislative and regulatory actions
and reforms; and extended disruption of vital infrastructure.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
99 Press release of Oak Hill, dated October 6, 1999,
entitled "Oak Hill Financial Announces Record
Quarter"
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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: October 8, 1999 By: /s/ H. Tim Bichsel
-------------------------
H. Tim Bichsel, Secretary
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EXHIBIT INDEX
Exhibit No. Description
99 Press release of Oak Hill, dated October 6, 1999,
entitled "Oak Hill Financial Announces Record
Quarter"
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Exhibit 99
FOR IMMEDIATE RELEASE
Wednesday, October 06, 1999
Contact: David G. Ratz, Vice President
(740) 286-3283
OAK HILL FINANCIAL ANNOUNCES RECORD QUARTER
JACKSON, Ohio, Oct. 6 -- Oak Hill Financial, Inc. (Nasdaq: OAKF) today reported
net earnings for the three months ended September 30, 1999 of $1,723,000, or
$.39 per diluted share. The earnings represented an increase of 8.7% over the
$1,585,000, or $.35 per diluted share, in net earnings recorded for the third
quarter of 1998. Return on equity and return on assets for the third quarter of
1999 were 17.38% and 1.48%, respectively.
Oak Hill Financial's total assets ended the quarter at $475.7 million,
an increase of 14.3% over the $416.1 million in assets recorded at September 30,
1998. The company also experienced strong loan growth during the quarter, with
net loans of $398.5 million at quarter-end, an increase of 20.8% over the third
quarter of 1998.
President and CEO John D. Kidd stated that the increases in third
quarter earnings are attributable to the company's strong loan growth, combined
with lower relative funding costs and continued control of operating expenses.
"We have had tremendous loan demand over the past few months, and our cost of
funding is relatively lower than it was a year ago. Also, the growth rate of our
revenues continues to outpace the rate of increase in our operating expenses."
For the three months ended September 30, 1999, net interest income was
up 16.7% and non-interest income was up 10.9% as compared to the prior year,
while operating expenses were up only 9.7% for the same period. Conversely, the
company's rapid loan growth resulted in a 53.8% increase in loan loss provision
as compared to the prior year's quarter. Also, reflecting the lower recent
demand for mortgage loans, the company's gain on sale of loans was not material
for the third quarter of 1999. Kidd also cited asset quality as a factor in the
company's performance. "We've maintained our credit standards," he said, "and
our net charge-offs have been very low. With our loan growth, asset quality is a
key focus for us."
On October 1, 1999, Oak Hill Financial completed its merger with Towne
Financial Corp. of Blue Ash, Ohio, a thrift holding company with assets of
$117.8 million at June 30, 1999. Under the terms of the merger agreement, each
Towne Financial shareholder received 4.125 shares of Oak Hill Financial common
stock for each share of Towne stock. The transaction was valued at $16.2
million. With the Towne merger, Oak Hill Financial's subsidiaries now operate 21
full-service banking offices, three bank loan production offices, and two
consumer finance offices in 13 counties across southern and central Ohio.
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<TABLE>
Oak Hill Financial, Inc.
October 6, 1999 Press Release
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(in thousands, except per share data)
<CAPTION>
For the At or for the
three months ended nine months ended
September 30, September 30,
1999 1998 1999 1998
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
SUMMARY OF FINANCIAL CONDITION
Total assets $475,708 $416,129
Interest bearing
deposits and federal
funds sold 537 8,359
Investment securities 49,706 58,177
Loans receivable -- net 398,480 329,852
Deposits 374,525 361,843
Federal Home Loan Bank
advances and other
borrowings 59,089 14,835
Stockholders' equity 39,881 37,248
SUMMARY OF OPERATIONS
Interest income 9,635 8,569 27,139 24,181
Interest expense 4,378 4,065 12,379 11,515
Net interest income 5,257 4,504 14,760 12,666
Provision for loan losses 509 331 1,213 920
Net interest income
after provision
for loan losses 4,748 4,173 13,547 11,746
Gain on sale of loans 0 158 236 552
Other non-interest income 550 496 1,479 1,293
Non-interest expense 2,709 2,470 7,931 7,012
Earnings before federal
income taxes 2,589 2,357 7,331 6,579
Federal income taxes 866 772 2,456 2,138
Net earnings $1,723 $1,585 $ 4,875 $ 4,441
</TABLE>
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<TABLE>
Oak Hill Financial, Inc.
October 6, 1999 Press Release
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(in thousands, except per share data)
<CAPTION>
For the At or for the
three months ended nine months ended
September 30, September 30,
1999 1998 1999 1998
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
PER SHARE INFORMATION
Basic earnings per share(a) $ 0.39 $ 0.36 $ 1.12 $ 1.01
Diluted earnings per
share (b) $ 0.39 $ 0.35 $ 1.10 $ 0.99
Dividends per share (a) $ 0.09 $ 0.07 $ 0.27 $ 0.20
Book value per share $ 9.12 $ 8.46
OTHER STATISTICAL AND OPERATING DATA (c)
Return on average assets 1.48% 1.56% 1.47% 1.55%
Return on average equity 17.38% 17.25% 16.84% 16.87%
Net interest margin 4.65% 4.58% 4.62% 4.57%
Non-interest expense to
average assets 2.30% 2.43% 2.40% 2.45%
Total allowance for loan
losses to nonperforming
loans 346.16% 251.65%
Total allowance for
loan losses to total loans 1.25% 1.29%
Nonperforming loans to total
loans 0.36% 0.51%
Nonperforming assets to total
assets 0.31% 0.41%
Net charge-offs to average
loans 0.02% 0.03% 0.13% 0.12%
Equity to assets at period
end 8.38% 8.95%
Dividend payout ratio 22.84% 19.45% 24.20% 20.22%
</TABLE>
(a) Based on 4,372,265, 4,370,249, 4,404,755, and 4,401,636 weighted-
average shares outstanding for the three and nine month periods ended
September 30, 1999, and September 30, 1998, respectively.
(b) Based on 4,445,250, 4,443,234, 4,478,871, and 4,491,830 weighted-
average shares outstanding for the three and nine month periods ended
September 30, 1999, and September 30, 1998, respectively.
(c) Annualized where appropriate.
