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): August 31, 2011
UNITED COMMUNITY FINANCIAL
CORP.
(Exact name of registrant as
specified in its charter)
| OHIO | 0-024399 | 34-1856319 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 275 West Federal Street,
Youngstown, Ohio |
44503-1203 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (330) 742-0500
| 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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On August 31, 2011, The Home Savings and Loan Company of Youngstown, Ohio (“Home Savings”), a wholly-owned subsidiary of United Community Financial Corp., entered into a Purchase and Assumption Agreement (the “Agreement”) with The Croghan Colonial Bank (“Croghan”), a wholly-owned subsidiary of Croghan Bancshares, Inc., for the sale of four of its western-most branches, located in Fremont, Clyde, Tiffin (Westgate) and downtown Tiffin, Ohio. In the transaction, Croghan will assume all of the deposit liabilities and buy the related fixed assets of the branches. Croghan will pay a premium of 4.0% (or approximately $4.5 million) on all non-jumbo, non-brokered and non-public deposits, which together represent all of the deposits at the branches. In addition, Croghan will acquire performing consumer and residential loans associated with the branches. As of June 30, 2011, there were approximately $111.7 million in deposits and $28.1 million in performing consumer and residential loans at the branches. Croghan anticipates retaining the Home Savings employees at the branches.
The transaction, which is subject to regulatory approvals and certain closing conditions, is expected to be completed during the fourth quarter of 2011. On August 31, 2011, Home Savings issued a press release announcing the transaction, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit Number
|
Description | |
|
99.1
|
Press release dated August 31, 2011 |
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.
UNITED COMMUNITY FINANCIAL CORP.
By: /s/
Jude J.
Nohra
Jude
J. Nohra, General Counsel & Secretary
Date: September 6, 2011
Exhibit 99.1
For Immediate Release
Investor Contact:
James R. Reske
Chief Financial Officer
United
Community Financial Corp.
jreske@ucfconline.com
330.742.0592
United Community Financial
Corp.
Announces Agreement for Sale of Four Ohio Branches
of The Home
Savings and Loan Company to Croghan Colonial Bank
YOUNGSTOWN, Ohio (August 31, 2011) – United Community Financial Corp. (NASDAQ: UCFC), holding company of The Home Savings and Loan Company, announced today that Home Savings has entered into an agreement to sell four of its western-most branches to Croghan Colonial Bank (“Croghan”), a subsidiary of Croghan Bancshares, Inc. (NASDAQ: CHBH). Croghan, headquartered in Fremont, Ohio, will acquire the Home Savings branches located in Fremont, Clyde, Tiffin (Westgate) and downtown Tiffin, Ohio. In the transaction, Croghan will assume all of the deposit liabilities and buy the related fixed assets of the branches. Croghan will pay a premium of 4.0% (or approximately $4.5 million) on all non-jumbo, non-brokered and non-public deposits, which together represent all of the deposits at the branches. In addition, Croghan will acquire performing consumer and residential loans associated with the branches. As of June 30, 2011, there were approximately $111.7 million in deposits and $28.1 million in performing consumer and residential loans at the branches. Croghan anticipates retaining the Home Savings employees at the branches.
Patrick W. Bevack, President and CEO of United Community and Home Savings, commented, “The divestiture of these branches successfully completes one step in the execution of our Capital Plan. The sale represents an opportunity for us to record a gain that will positively impact our capital levels and our book value per share, and it is expected to have minimal impact on liquidity and earnings from continuing operations. At the same time, we are pleased that our loyal customers and employees in these markets will be able to seamlessly establish relationships with Croghan, an institution that is just as committed to the communities it serves as Home Savings. Meanwhile, it remains business as usual at all other Home Savings branches.”
The transaction has been approved by the Boards of Directors of both companies. No shareholder approvals are required. The transaction is subject to customary conditions, including regulatory approvals on the part of Croghan, and is expected to close in the fourth quarter of 2011.
United Community Financial Corp. is being advised on the transaction by ParaCap Group, LLC and by Vorys, Sater Seymour and Pease LLP. Croghan Bancshares is being advised on the transaction by Austin Associates, and Shumaker, Loop & Kendrick, LLP.
As a wholly-owned subsidiary of United Community Financial Corp., Home Savings operates 38 full-service banking offices and six loan production offices located throughout Ohio and western Pennsylvania. Additional information on UCFC and Home Savings may be found at www.ucfconline.com.
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