UNITED STATES
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 (Date of Earliest event reported): October 9, 2004
OAK HILL FINANCIAL, INC.
(Exact name of Registrant as specified in its charter)
Ohio 0-26876 31-1010517
(State or jurisdiction (Commission or file number) (IRS Employer
of incorporation) identification number)
14621 S. R. 93
Jackson, OH 45640
(Address of principal executive offices)
(740) 286-3283
(Registrant's phone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|X| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13(e)-4(c))
Item 1.01 Entry Into a Material Definitive Agreement.
On October 12, 2004, Oak Hill Financial, Inc. ("Oak Hill"), a registered
financial holding company, and Lawrence Financial Holdings, Inc. ("Lawrence
Financial"), a registered savings and loan holding company, entered into an
Agreement and Plan of Merger, dated as of October 12, 2004 (the "Merger
Agreement"), providing for the merger of Lawrence Financial with and into Oak
Hill.
Under the terms of the Merger Agreement, stockholders of Lawrence
Financial will be entitled to elect to receive, in exchange for each share of
Lawrence Financial common stock held, either $23.75 in cash or an equivalent
amount in shares of Oak Hill common stock (based upon the average of the last
sales price of Oak Hill common stock for the 20 most recent full trading days
ending at the close of trading four business days prior to the merger), or a
combination thereof. This is subject to certain allocation and pro rata
mechanisms as part of the election process. In total, between 50.0% and 52.0% of
Lawrence Financial common shares will be exchanged for Oak Hill common shares
and, accordingly, between 48.0% and 50.0% of Lawrence Financial common shares
will be exchanged for cash. To the extent that Oak Hill common shares are
received, the exchange is expected to qualify as a tax-free acquisition to
Lawrence Financial stockholders. The estimated total value of the proposed
transaction is $16.0 million. The transaction is subject to Lawrence Financial
stockholder approval, regulatory approval, and other customary conditions of
closing.
The Merger Agreement and Oak Hill's press release issued October 12, 2004,
regarding the merger are attached as exhibits to this report and are
incorporated herein by reference. The foregoing summary of the Merger Agreement
does not purport to be complete and is qualified in its entirety by reference to
such exhibits.
Oak Hill Financial and Lawrence Financial will be filing relevant
documents concerning the transaction with the Securities and Exchange
Commission, including a registration statement on Form S-4, which will include a
proxy statement/prospectus. Stockholders will be able to obtain a free copy of
the proxy statement/prospectus, as well as other filings containing information
about Oak Hill Financial and Lawrence Financial at the SEC's website,
http://www.sec.gov. In addition, documents filed with the SEC by Oak Hill
Financial will be available free of charge from the Corporate Secretary of Oak
Hill Financial at 14621 SR 93, Jackson, Ohio 45640, telephone 740-286- 3283, or
from the Chief Financial Officer of Lawrence Financial Holdings at 311 S. Fifth
St., Ironton, Ohio, telephone 740-532-0263.
Stockholders and investors are urged to read the proxy
statement/prospectus, and other relevant documents filed with the Securities and
Exchange Commission regarding the transaction, because they will contain
important information about Oak Hill Financial, Lawrence Financial, the merger,
the persons soliciting proxies in the merger and their interests in the merger
and related matters.
Lawrence Financial and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from Lawrence Financial's
stockholders to approve the merger. Information about the directors and
executive officers of Lawrence Financial and their ownership of Lawrence
Financial common stock is set forth in Lawrence Financial's proxy statement as
filed with the SEC on April 8, 2004. Additional information about the interests
of those persons in the merger may be obtained from the definitive proxy
statement/prospectus regarding the proposed merger when it becomes available.
Item 8.01 Other Events.
On October 9, 2004, Oak Hill completed its previously announced merger
with Ripley National Bank for a purchase price of approximately $5.5 million.
2
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
----------- -----------
2 Agreement and Plan of Merger, dated as of October 12,
2004, between Oak Hill Financial, Inc. and Lawrence
Financial Holdings, Inc.
99 Press release of Oak Hill Financial, Inc., issued
October 12, 2004.
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.
/s/ Ron J. Copher
Date: October 13, 2004 Ron J Copher
Chief Financial Officer,
Treasurer & Secretary
3
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2 Agreement and Plan of Merger, dated as of October 12,
2004, between Oak Hill Financial, Inc. and Lawrence
Financial Holdings, Inc.
99 Press release of Oak Hill Financial, Inc., issued
October 12, 2004.