UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2006
Commission File Number 0-26876
OAK HILL FINANCIAL, INC.
(Exact name of Registrant as specified in its charter)
Ohio | 31-1010517 |
| (State or jurisdiction of | (I.R.S. Employer Identification Number) |
| incorporation or organization) | |
| | |
14621 S.R. 93 | |
Jackson, OH | 45640 |
| (Address of principal executive offices) | (Zip Code) |
| | |
Registrant’s telephone number, including area code: (740) 286-3283
Securities pursuant to Section 12(b) of the Act:
None
Securities pursuant to Section 12(g) of the Act:
Common stock without par value
Check if the Registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). Yes o No ý
Check if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No ý
Check whether the Registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past twelve months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Check if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and no disclosure will be contained, to best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Check whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer ý Non-accelerated filer o
Check whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ý
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2006 was $101.4 million. For purposes of this calculation, executive officers and directors of the Registrant are considered affiliates.
There were 5,339,199 shares of the Registrant’s common stock outstanding on March 14, 2007.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Annual Report to Stockholders for the year ended December 31, 2006 are incorporated by reference into Parts II and IV.
Portion’s of the 2007 Proxy Statement for the Annual Meeting of Stockholders to be held April 17, 2007 are incorporated by reference into Part III.
OAK HILL FINANCIAL, INC.
2006 FORM 10-K/A ANNUAL REPORT
Oak Hill Financial, Inc. (the “Company”) was informed by the Securities and Exchange Commission (“SEC”) that it did not specifically identify the Chief Executive Officer’s and Chief Financial Officer’s conclusion regarding the effectiveness of the Company’s disclosure controls and procedures in Item 9A “Controls and Procedures” of its Form 10-K/A for the year ended December 31, 2006, which was filed with the SEC on July 31, 2007. The Company is not making any changes to its financial statements. This amendment is accurate as of the date of the Company’s originally filed Form 10-K and has not been updated to reflect any events that occurred subsequent to March 16, 2007. The Company is including an updated Item 9A, as well as, currently dated certifications, as listed in revised Item 15.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Management, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (the “Exchange Act”). The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.
At the end of the period covered by this report, the Company’s management, with the participation of the Company’s Chief Executive Officer and the Chief Financial Officer, carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 promulgated under the Exchange Act. Based upon this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at December 31, 2006.
Internal control over financial reporting may not prevent or detect misstatements due to its inherent limitations. Projections of any evaluation effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management’s Report on Internal Control Over Financial Reporting
Management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of internal control over financial reporting as of December 31, 2006 based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The scope of the evaluation encompassed all branches of its primary subsidiary Oak Hill Banks.
Based on the evaluation, the Company’s Chief Executive Officer and the Chief Financial Officer concluded that the Company’s internal control over financial reporting was effective at December 31, 2006. Management’s assessment of internal control over financial reporting has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report included herein.
Changes in Internal Control
There have not been any changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2006 that have materially affected, or are reasonably likely to materially affect, the Company’s control over financial reporting.
PART IV
Item 15. Exhibits and Reports on Form 8-K
| Certification by Chief Executive Officer, R. E. Coffman, Jr., dated August 7, 2007, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
| Certification by Chief Financial Officer, Dale B. Shafer, dated August 7, 2007, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
| Certification by Chief Executive Officer, R. E. Coffman, Jr., dated August 7, 2007, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | |
| Certification by Chief Financial Officer, Dale B. Shafer, dated August 7, 2007, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| | OAK HILL FINANCIAL, INC. | Date |
| | | | |
| | By: | /s/ R. E. Coffman, Jr. | August 7, 2007 |
| | | R. E. Coffman, Jr., President and | |
| | | Chief Executive Officer | |
Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature | | Title | Date |
| | | | | |
| | | | | |
| *John D. Kidd | | Chairman & Director | August 7, 2007 |
| | | | |
| /s/ R. E. Coffman, Jr. | | President, Chief Executive Officer and Director (Principal Executive Officer) | August 7, 2007 |
| | | | | |
| *David G. Ratz | | Executive Vice President and Chief Administrative Officer | August 7, 2007 |
| | | | |
| *Dale B. Shafer | | Interim Chief Financial Officer, Secretary and Treasurer | August 7, 2007 |
| | | | (Principal Financial and Accounting Officer) | |
| | | | |
| *D. Bruce Knox | | Executive Vice President, Chief Information Officer and Director | August 7, 2007 |
| | | | | |
| *Miles R. Armentrout | | Executive Vice President and Chief Lending Officer | August 7, 2007 |
| | | | | |
| *Scott J. Hinsch, Jr. | | Vice President | August 7, 2007 |
| | | | |
| *Candice R. DeClark-Peace | | Director | August 7, 2007 |
| | | | |
| *Barry M. Dorsey, Ed.D. | | Director | August 7, 2007 |
| | | | |
| *Donald R. Seigneur | | Director | August 7, 2007 |
| | | | |
| *William S. Siders | | Director | August 7, 2007 |
| | | | |
| *H. Grant Stephenson | | Director | August 7, 2007 |
| | | | |
| *Neil S. Strawser | | Director | August 7, 2007 |
| | | | |
| *Donald P. Wood | | Director | August 7, 2007 |
| | | | |
| By: | /s/ R. E. Coffman, Jr. | | | August 7, 2007 |
| | R E. Coffman, Jr., Attorney-in-fact for each Of the persons indicated | | | |
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