UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest event reported): April 1, 2005
OAK HILL FINANCIAL, INC.
(Exact name of Registrant as specified in its charter)
Ohio 0-26876 31-1010517
(State or jurisdiction of (Commission or file number) (IRS Employer
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:
[_] 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))
This current report on Form 8-K/A amends Item 9.01 of the current report on Form
8-K filed with the Securities and Exchange Commission by Oak Hill Financial,
Inc, (the "Company") on April 7, 2005 disclosing the completion of the merger
with Lawrence Financial Holdings, Inc. ("Lawrence"). The purpose of this
amendment is to file the required financial statements of Lawrence and unaudited
pro forma financial information.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The consolidated statements of financial condition of Lawrence
Financial Holdings, Inc. as of December 31, 2004 and 2003, and
related consolidated statements of income, comprehensive income,
changes in shareholders' equity and cash flows for the years then
ended, together with the related notes, and the report of
independent registered public accounting firm thereto are
incorporated into this Item 9.01(a) by reference to pages 56 through
80 of Lawrence's annual report on Form 10-KSB as filed with the
Securities and Exchange Commission ("SEC") on March 31, 2005 (File
No. 000-31847)
Lawrence's unaudited consolidated statement of financial condition,
statement of loss and statement of cash flows as of and for the
three months ended March 31, 2005 is incorporated in its entirety
herein by reference to Exhibit 99.2.
(b) Pro Forma Financial Information
Unaudited pro forma combined statement of financial condition and
statements of earnings of the Company and Lawrence at and for the
three months ended March 31, 2005 and the year ended December 31,
2004, giving retroactive effect as if the merger had become
effective at the beginning of the period presented. This is
incorporated in its entirety herein by reference to Exhibit 99.3.
(c) Exhibits.
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Merger by and between the
Company and Lawrence (incorporated by reference into
this Item 9.01(c) from the Company's registration
statement (Registration No. 333-121568) on Form S-4,
as amended, which was filed with the SEC on January
6, 2005.
23.1 Consent of Crowe Chizek and Company LLC, Independent
Registered Public Accounting Firm.
99.1 Press release of Oak Hill Financial, Inc., issued April
7, 2005 (filed as Exhibit 99 to the Company's current
report on Form 8-K, filed with the Securities and
Exchange Commission on April 7, 2005, and incorporated
herein by reference).
99.2 Lawrence's unaudited consolidated statement of
financial condition, statement of loss and statement
of cash flows as of and for the three months ended
March 31, 2005
99.3 Unaudited pro forma combined statement of financial
condition and statements of earnings of the Company and
Lawrence at and for the three months ended March 31,
2005 and the year ended December 31, 2004
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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.
/s/ Ron J. Copher
Date: June 17, 2005
Ron J Copher
Chief Financial
Officer,
Treasurer &
Secretary
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
23.1 Consent of Crowe Chizek and Company LLC, Independent
Registered Public Accounting Firm.
99.1 Press release of Oak Hill Financial, Inc., issued April 7,
2005 (filed as Exhibit 99 to the Company's current report on
Form 8-K, filed with the Securities and Exchange Commission on
April 7, 2005, and incorporated herein by reference).
99.2 Lawrence's unaudited consolidated statement of financial
condition, statement of loss and statement of cash flows as of
and for the three months ended March 31, 2005
99.3 Unaudited pro forma combined statement of financial condition
and statements of earnings of the Company and Lawrence at and
for the three months ended March 31, 2005 and the year ended
December 31, 2004
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