UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT No. 1
-------------------------
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
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
incorporation or organization) Identification Number)
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 registered pursuant to Section 12(g) of the Act:
Common stock without par value
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 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 ____
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 the 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. [ ]
The aggregate market value of the voting stock held by
non-affiliates of the registrant computed by reference to the sales price of the
last trade of such stock was $54,444,216.75 on August 3, 2001.
There were 5,044,294 shares of the registrant' s common stock
outstanding at August 3, 2001.
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TABLE OF CONTENTS
Page
Part III
Item 10. Directors and Executive Officers of the Registrant 3
Item 11. Executive Compensation 5
Item 12. Security Ownership of Certain Beneficial Owners and Management 8
Item 13. Certain Relationships and Related Transactions 9
Signatures 10
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PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.
As of August 3, 2001, all executive officers and directors of the
Corporation as a group beneficially owned common shares of the Corporation as
set forth below.
Amount and Nature of
Beneficial Ownership Percentage
Name of Common Stock(1) of Class(2)
---- ---------------------- ---------------
Evan E. Davis, Chairman and Director 919,987(3) 17.29%
John D. Kidd, President, Chief Executive Officer and
Director 524,372(3)(5)(6) 9.86%
Richard P. LeGrand, Executive Vice President and
Director 61,485(3)(5)(6) 1.16%
H. Tim Bichsel, Secretary 42,983(3)(5)(6) *
Ralph E. Coffman, Jr., Vice President 24,650(3)(5) *
Ronald J. Copher, Chief Financial Officer and Treasurer 18,588(3)(5)(6) *
D. Bruce Knox, Chief Information Officer and Director 349,534(3)(4)(5) 6.57%
David G. Ratz, Chief Administrative Officer 36,254(3)(5) *
Barry M. Dorsey, Ed.D., Director 20,950(3) *
C. Clayton Johnson, Director 11,250(3) *
William S. Siders, Director 77,161 1.45%
Donald R. Seigneur, Director 18,750(3) *
H. Grant Stephenson, Director 17,125(3) *
All directors and executive officers
as a group (13 persons) 2,123,089(7) 39.91%
(1) For purposes of the above table, a person is considered to "beneficially
own" any shares with respect to which he exercises sole or shared voting or
investment power or as to which he has the right to acquire the beneficial
ownership. Unless otherwise indicated, voting power and investment power
are exercised solely by the person named above or shared with members of
his household.
(2) "Percentage of class" is calculated by dividing the number of shares
beneficially owned by the total number of outstanding shares of the
Corporation on August 3, 2001 plus the number of shares such person has the
right to acquire. An "*" indicates less than one percent (1%).
(3) Includes 23,375 shares which could be acquired by Messrs. Davis and Kidd,
37,875 shares which could be acquired by Mr. LeGrand, 28,500 shares which
could be acquired by Mr. Bichsel, 23,875 shares which could be acquired by
Mr. Coffman, 15,250 shares which could be acquired by Mr. Copher, 36,875
shares which could be acquired by Mr. Knox, 34,250 shares which could be
acquired by Mr. Ratz, 11,250 shares which could be acquired by Mr. Johnson,
and 13,750 shares which could be acquired by Messrs. Dorsey, Seigneur and
Stephenson under stock options.
(4) Also includes 258,862 shares held by a Trust as to which Mr. Knox is a
Trustee and partial beneficiary.
(5) Includes shares acquired pursuant to Oak Hill Financial's 401(k) Plan for
which investment power is exercised.
(6) Includes shares held in Trust by Oak Hill Financial Inc.'s 401(k) Plan for
which Messrs. Kidd, LeGrand, Bichsel and Copher, as Trustees, exercise
shared voting power.
(7) Includes 275,875 shares, which may be purchased under stock options.
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Position with Corporation and/or Principal Occupation or
Name and Age Employment For the Last Five Years Director Since
------------ ----------------------------------- --------------
Class I Directors; Terms Expiring in 2003:
Evan E. Davis, 67 Chairman of the Corporation since its formation in 1981. He 1981
served as President of the Corporation from 1981 to June
1995. Mr. Davis' family founded Oak Hill Banks ("Oak Hill")
in 1902, and Mr. Davis has served as Director of the Bank
since 1957 and a Director of the Corporation since 1981.
C. Clayton Johnson, 56 President of the law firm of Johnson & Oliver, Portsmouth, 1997
Ohio. He has served as a Director of the Corporation since
March 1997.
John D. Kidd, 61 President of the Corporation since June 1995, Executive Vice 1981
President from 1981 to June 1995, and Chief Executive Officer
since 1981. He has served as President of Oak Hill from
October 1991 to September 1997, and as Chairman since October
1997. Mr. Kidd has served as Chief Executive Officer and
Executive Vice President since joining Oak Hill in 1970. He
served as Director of Oak Hill since 1970 and Director of the
Corporation since 1981. Mr. Kidd has served as a Director of
Towne Bank ("Towne") since October 1999.
D. Bruce Knox, 40 Chief Information Officer of the Corporation since January 1997
2000. Executive Vice President of Oak Hill since July 1,
1998, and Senior Vice President of Oak Hill since October 2,
1997. He served as President and a director of Unity Savings
Bank ("Unity") from January 1, 1996 until the merger on
October 1, 1997. He served as Executive Vice President and
Director of Unity and its successors from January 1, 1989
until December 31, 1995.
Richard P. LeGrand, 61 Executive Vice President of the Corporation since October 1987
1991 and Vice President from 1985 to October 1991. He has
served as Director of the Corporation since January 1987 and
as Director of Oak Hill since July 1993. Mr. LeGrand served
as Senior Vice President of Oak Hill from February 1986 to
October 1991, as Executive Vice President from October 1991
to September 1997, and President and Chief Executive Officer
since October 1997.
Class II Directors; Terms Expiring in 2002:
Barry M. Dorsey, Ed.D, 58 President of the University of Rio Grande and Rio Grande 1995
Community College since July 1991. Mr. Dorsey served as
Associate Director from July 1980 to July 1990 and as Deputy
Director from July 1990 to June 1991 of the State Council for
Higher Education for Virginia.
William Siders, 54 Vice Chairman of Towne Bank Board of Directors. Also a 2001
retired executive of the Blue Ash Building and Loan,
Cincinnati, OH.
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Donald R. Seigneur, 49 Partner in the public accounting firm of Whited Seigneur Sams 1995
& Rahe, CPAs, Chillicothe, Ohio, since 1979.
H. Grant Stephenson, 51 Partner in the law firm of Porter, Wright, Morris & Arthur, 1995
Columbus, Ohio, since 1986.
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Corporation's officers and directors, and greater than 10%
shareholders, to file reports of ownership and changes in ownership of the
Corporation's securities with the Securities and Exchange Commission. Copies of
the reports are required by SEC regulation to be furnished to the Corporation.
Based solely on the Corporation's review of the copies of such reports,
the Corporation believes that all its officers, directors, and greater than 10%
beneficial owners complied with all filing requirements applicable to them with
respect to transactions during fiscal 2000.
Item 11. Executive Compensation.
The following Summary Compensation Table sets forth the compensation
paid during the last three completed fiscal years by the Corporation and its
subsidiaries to the Chief Executive Officer, Chairman of the Board, and the four
other highest-paid executive officers of the Corporation whose total salary and
bonus annually exceed $100,000 for services in all capacities for the
Corporation:
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Summary Compensation Table
Long Term
Compensa-
Annual Compensation tion Award
(a) (b) (c) (d) (e) (g) (i)
Name and Principal Position Securities
--------------------------- Other Annual Underlying All Other
Year Salary Bonus Compensation(1) Options(2) Compensation(3)
---- ------ ----- --------------- ------------ ---------------
JOHN D. KIDD 2000 $189,840 -- -- -- $10,568
President and Chief Executive 1999 $176,307 -- $3,400 7,000 $ 4,800
Officer 1998 $164,856 -- $6,100 7,000 $19,631
EVAN E. DAVIS 2000 $ 68,496 -- -- -- $ 1,420
Chairman of the Board 1999 $ 57,394 -- $3,900 7,000 --
1998 $ 52,000 -- $6,400 7,000 $ 2,084
RICHARD P. LEGRAND 2000 $174,768 $16,500 -- 6,500 $10,568
Executive Vice President 1999 $161,976 $16,500 $3,400 7,000 $ 4,800
1998 $143,710 $22,000 $6,400 7,000 $19,631
RALPH E. COFFMAN, JR. 2000 $123,602 $15,000 -- 6,000 $ 8,325
Vice President 1999 $112,204 $15,000 -- 6,000 $ 3,021
1998 $ 81,936 $15,000 -- 5,500 $ 9,697
RONALD J. COPHER 2000 $116,313 $11,250 -- 5,000 $10,568
Chief Financial Officer 1999 $ 57,500 $ 5,625 -- 17,750 --
1998 -- -- -- -- --
D. BRUCE KNOX 2000 $116,664 $11,250 -- 5,000 $ 7,561
Chief Information Officer 1999 $109,800 $ 7,500 $3,400 3,125 $ 3,519
1998 $101,830 $10,000 $6,400 6,250 $12,655
(1) Includes amounts paid as director fees for 1998 and the first six months of
1999. Beginning in July 1999, director fees were included in salary for all
directors who were also employees of the Corporation or its subsidiaries.
(2) All shares are subject to options granted under the 1995 Stock Option Plan.
(3) Includes matching and profit sharing contributions for the Corporation's
401(k) plan for the fiscal years shown.
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The following table shows all individual grants of stock options to the
named executive officers of the Corporation during the year ended December 31,
2000.
Options/SAR Grants in Last Fiscal Year(1)
Potential Realizable Value
At Assumed Annual Rates
Of Stock Price Appreciation
Individual Grants For Option Term(2)
% of
Total
Options
Number of Granted
Name Securities To Exercise
Underlying Employees Price Expiration
Options In Fiscal ($/Share) Date
Year
0%($) 5%($) 10%($)
EVAN E. DAVIS
Chairman of the Board -- -- -- -- -- -- --
JOHN D. KIDD
President and Chief Executive
Officer -- -- -- -- -- -- --
RICHARD P. LEGRAND
Executive Vice President 6,500 4.74% $14.75 12/28/10 $0 $60,295 $152,800
RALPH E. COFFMAN, JR.
Vice President 6,000 4.38% $14.75 12/28/10 $0 $55,657 $141,046
RONALD J. COPHER
Chief Financial Officer 5,000 3.65% $14.75 12/28/10 $0 $46,381 $117,539
D. BRUCE KNOX
Chief Information Officer 5,000 3.65% $14.75 12/28/10 $0 $46,381 $117,539
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(1) All options are granted at 100% of fair market value on the date of grant.
The options become exercisable immediately at the grant date as to 50% of
the covered shares and become exercisable in full on December 28, 2001. In
addition, the options expire on the date specified in the option which, in
no event, is not later than 10 years after the date of grant, provided,
that the optionee remained in the employment of the Corporation or its
affiliates. The option exercise period may be shortened upon an optionee's
disability, retirement or death.
(2) The amounts under the columns labeled "5%($)" and "10%($)" are included by
the Corporation pursuant to certain rules promulgated by the Securities and
Exchange Commission and are not intended to forecast future appreciation,
if any, in the price of the Corporation's common stock. Such amounts are
based on the assumption that the option holders hold the options granted
for their full term. The actual value of the options will vary in
accordance with the market price of the Corporation's common stock. The
column headed "0%($)" is included to illustrate that the options were
granted at fair market value and option holders will not recognize any gain
without an increase in the stock price, which increase benefits all
shareholders commensurately.
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The following table shows aggregate option exercises in the last fiscal year and
year-end values.
Aggregated Option/SAR Exercises in Last Fiscal Year and
Fiscal Year-End Option/SAR Values
- ------------------------------- -------------- --------------- ------------------------------ -----------------------------
(a) (b) (c) (d) (e)
Number of Unexercised Value of Unexercised
Options at Fiscal Year End In-the-Money Options at
Fiscal Year End ($)(1)
Name Value Unexercisable Unexercisable
Shares Realized ($) Exercisable Exercisable
Acquired
On Exercise
EVAN E. DAVIS
Chairman 12,500 $53,250 23,375 -- -- --
JOHN D. KIDD
President and Chief Executive
Officer -- -- 23,375 -- -- --
RICHARD P. LEGRAND
Executive Vice President -- -- 37,875 3,250 $63,828 --
RALPH E. COFFMAN, JR.
Vice President 9,375 $59,063 23,875 3,000 -- --
RONALD J. COPHER
Chief Financial Officer -- -- 15,250 7,500 -- --
D. BRUCE KNOX
Chief Information Officer -- -- 36,875 2,500 -- --
(1) Represents total gain which would have been realized if all in the money
options held at fiscal year-end had been exercised, determined by
multiplying the number of shares underlying the options by the difference
between the per share option exercise price and per share fair market value
at year-end. The fair market value as determined by the closing price of
the Corporation's common stock on December 31, 2000 was $14.5625. An option
is in the money if the fair market value of the underlying shares exceeds
the exercise price of the option.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
As of August 3, 2001, persons known by the Corporation to own
beneficially more than 5% of the outstanding common shares of the Corporation
are set forth below.
No. of Shares of Common
Name(1) Stock Beneficially Owned(2) Percentage of Class(3)
---- ------------------------ -------------------
Evan E. Davis 919,987(4) 17.29%
John D. Kidd 524,372(4)(5)(6) 9.86%
D. Bruce Knox 349,534(4)(5) 6.57%
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(1) The address of Evan E. Davis, John D. Kidd, and D. Bruce Knox is c/o Oak
Hill Financial, Inc., 14621 State Route 93, Jackson, Ohio 45640.
(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission which generally attribute beneficial
ownership of securities to persons who possess sole or shared voting power
and/or investment power with respect to those securities.
(3) "Percentage of class" is calculated by dividing the number of shares
beneficially owned by the total number of outstanding shares of the
Corporation on August 3, 2001 plus the number of shares such person has the
right to acquire under stock options.
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(4) Includes 23,375 shares which could be acquired by Messrs. Davis and Kidd,
and 36,875 shares which could be acquired by Mr. Knox under stock options.
Includes 258,862 shares held by a Trust as to which Mr. Knox is a Trustee
and partial beneficiary.
(5) Includes shares acquired pursuant to Oak Hill Financial's 401(k) Plan for
which investment power is exercised.
(6) Includes shares held in Trust by Oak Hill Financial, Inc.'s 401(k) Plan for
which Mr. Kidd, as a Trustee, exercises shared voting power.
Item 13. Certain Relationships and Related Transactions.
Compensation Committee Interlocks and Insider Participation
Currently, Messrs. Dorsey, McNelly and Stephenson, who are not
employees of the Corporation, are members of the Compensation Committee.
Effective July 1, 2000, Evan E. Davis, a director and Chairman of the
Corporation, serves on the Executive Committee of the Board of Trustees (the
"Executive Committee") of the University of Rio Grande (the "University") of
which Mr. Dorsey is the President. The Executive Committee of the University
acts on matters involving Mr. Dorsey's compensation.
Transactions with Directors and Officers
Some of the officers and directors of the Corporation and the companies
with which they are associated are customers of Oak Hill or Towne. The loans to
such officers and directors (a) were made in the ordinary course of business,
(b) were made on substantially the same terms, including interest rates and
nature of collateral, as those prevailing at the time for comparable
transactions with other persons, and (c) did not involve more than the normal
risk of collectibility or present other unfavorable features.
Oak Hill and Towne have had, and expect to have in the future, banking
transactions in the ordinary course of business with directors, officers,
principal shareholders, and their associates on the same terms, including
interest rates and collateral on loans, as those prevailing at the same time for
comparable transactions with others.
Miscellaneous
H. Grant Stephenson, a director of the Corporation, is a partner in the
law firm of Porter, Wright, Morris & Arthur, which provides legal services to
the Corporation. C. Clayton Johnson, a director of the Corporation, is President
and co-owner of the law firm of Johnson & Oliver, which provides legal services
to the Corporation. Rick A. McNelly, a former director of the Corporation, is
co-owner of McNelly, Patrick and Associates, an employee benefits advisory and
insurance agency, which provides benefits and insurance services to the
Corporation.
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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/ John D. Kidd August 3, 2001
----------------
John D. Kidd, 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
* Evan E. Davis Chairman of the Board August 3, 2001
- ---------------------------
/s/ John D. Kidd President, Chief Executive Officer and Director August 3, 2001
- --------------------------- (Principal Executive Officer)
* Richard P. LeGrand Executive Vice President and Director August 3, 2001
- ---------------------------
* H. Tim Bichsel Secretary August 3, 2001
- ---------------------------
* Ron J. Copher Chief Finacnial Officer and Treasurer August 3, 2001
- --------------------------- (Principal Financial and Accounting Officer)
* Barry M. Dorsey Director August 3, 2001
- ---------------------------
* C. Clayton Johnson Director August 3, 2001
- ---------------------------
* William Siders Director August 3, 2001
- ---------------------------
* Donald R. Seigneur Director August 3, 2001
- ---------------------------
/s/ H. Grant Stephenson Director August 3, 2001
- ---------------------------
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Signature Title Date
* D. Bruce Knox Chief Information Officer and Director August 3, 2001
- ---------------------------
* Ralph E. Coffman, Jr. Vice President August 3, 2001
- ----------------------------
* David G. Ratz Chief Administrative Officer August 3, 2001
- ---------------------------
By: /s/ H. Grant Stephenson August 3, 2001
---------------------------
H. Grant Stephenson,
attorney-in-fact for each of
the persons indicated
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