UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHNAGE ACT OF 1934 For the Quarter Ended June 30, 2004 Commission File Number: 0-26876 OAK HILL FINANCIAL, INC. (Exact name of Registrant as specified in its charter) Ohio 31-1010517 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 14621 S. R. 93 45640 Jackson, Ohio (Zip Code) (Address of principal executive office) Registrant's telephone number, including area code: (740) 286-3283 Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 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 X No --- --- Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes X No --- --- As of August 2, 2004, the latest practicable date, 5,543,514 shares of the Registrant's common stock, $.50 stated value, were outstanding. Oak Hill Financial, Inc. TABLE OF CONTENTS Page ---- PART II - OTHER INFORMATION Item 6: Exhibits and Reports on Form 8-K 3 Signatures 4 2 Oak Hill Financial, Inc. PART II - OTHER INFORMATION Item 6: Exhibits and Reports on Form 8-K -------------------------------- Exhibits: Exhibit Number Description -------------- ----------- 10 Change in Control and Severance Agreement between Oak Hill Financial, Inc. and Chief Executive Officer R. E. Coffman, Jr. 31.1 Certification of Chief Executive Officer, R. E. Coffman, Jr., dated July 29, 2004, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ("SOX")* 31.2 Certification of Chief Financial Officer, Ron J. Copher, dated July 29, 2004, pursuant to Section 302 of SOX* 32.1 Certification by Chief Executive Officer, R. E. Coffman, Jr., dated July 29, 2004, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of SOX* 32.2 Certification by Chief Financial Officer, Ron J. Copher, dated July 29, 2004, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* * Previously filed on July 29, 2004. 3 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Oak Hill Financial, Inc. Date: August 3, 2004 By:/s/ R. E. Coffman, Jr. ----------------------------------- R. E. Coffman, Jr. President & Chief Executive Officer Date: August 3, 2004 By:/s/ Ron J. Copher ----------------------------------- Ron J. Copher Chief Financial Officer 4