-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OQLE5KbhA9f/i1waPfeAFv3+XrcSbg7RwM2XRc0T4QWCIrqw6HemGUTLSb8vIuTW 8Jx+h+Qg26hAzTYEVe+pHQ== 0000950152-01-503704.txt : 20010813 0000950152-01-503704.hdr.sgml : 20010813 ACCESSION NUMBER: 0000950152-01-503704 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010701 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED COMMUNITY FINANCIAL CORP CENTRAL INDEX KEY: 0000707886 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 341856319 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24399 FILM NUMBER: 1703684 BUSINESS ADDRESS: STREET 1: 275 FEDERAL PLAZA WEST CITY: YOUNGSTOWN STATE: OH ZIP: 44503-1203 BUSINESS PHONE: 3307420500 8-K/A 1 l89863ae8-ka.txt UNITED COMMUNITY FINANCIAL CORP. FORM 8-K/A 1 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): July 1, 2001 UNITED COMMUNITY FINANCIAL CORP. (Exact name of registrant as specified in its charter) Ohio 0-24399 34-1856319 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer incorporation) File Number) Identification Number) 275 Federal Plaza West, 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 changes since last report.) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On July 1, 2001, United Community Financial Corp. ("United Community"), the unitary savings and loan holding company of The Home Savings and Loan Company ("Home Savings") and Butler Wick Corp. headquartered in Youngstown, Ohio, acquired all of the capital stock of Industrial Bancorp, Inc. (Industrial Bancorp), the holding company for The Industrial Savings and Loan Association ("Industrial Savings"), an Ohio-chartered savings and loan association, through the merger of Home Savings' subsidiary, UCFC Acquisition Subsidiary, Inc. into Industrial Bancorp. Industrial Savings was then merged into Home Savings. The assets acquired consisted principally of loans and securities. The consideration paid was $20.375 in cash per Industrial Bancorp share outstanding (4,284,751 shares). The total consideration paid in the acquisition was approximately $87.3 million. United Community is accounting for the acquisition as a purchase. The sources of the consideration paid in the acquisition were cash from operations of Home Savings and funds borrowed by it from the Federal Home Loan Bank. The consideration paid was determined through negotiation with the Board of Directors of Industrial Bancorp. A fairness opinion was rendered by the investment bankers for Industrial Bancorp. In connection with the acquisition, David M. Windau, former President and Chief Executive Officer of Industrial, joined the Board of Directors of Home Savings. In connection with the acquisition, Home Savings will acquire all of the equipment and other physical property of Industrial Bancorp. Home Savings intends to continue to use the assets acquired in this transaction in the manner utilized by Industrial prior to the acquisition. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of business acquired The Registrant incorporates herein by this reference the Consolidated Financial Statements and notes thereto of Industrial Bancorp, Inc. filed with the Securities and Exchange Commission as a part of the Industrial Bancorp Annual Report on Form 10-K for the year ended December 31, 2000 and as a part of the Industrial Bancorp Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 (Commission File No. 0-026248). (b) Pro forma financial information Unaudited Pro forma Consolidated Balance Sheet.........................B-1 Unaudited Pro forma Consolidated Statements of Income..................B-2 Notes to Unaudited Pro forma Consolidated Financial Statements.........B-4 3 The exhibits listed below are filed herewith or incorporated by reference. 2 Agreement and Plan of Merger by and among United Community Financial Corp. and The Home Savings and Loan Company and Industrial Bancorp, Inc. and The Industrial Savings and Loan Association dated as of December 9, 2000 and Amended and Restated as of January 30, 2001. 23 Consent of Independent Auditors 99 Text of Press Release dated July 2, 2001. Exhibit 2 is incorporated by reference to Appendix A of the definitive proxy statement of Industrial Bancorp, Inc. filed on Schedule 14A with the Securities and Exchange Commission on March 2, 2001. 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. Date: August 10, 2001 /s/ DOUGLAS M. MCKAY -------------------- Douglas M. McKay, President 4 INDEX TO EXHIBITS Exhibit Number Description 2 Agreement and Plan of Merger by and among United Community Financial Corp. and The Home Savings and Loan Company and Industrial Bancorp, Inc. and The Industrial Savings and Loan Association dated as of December 9, 2000 and Amended and Restated as of January 30, 2001. * 23 Consent of Independent Auditors 99 Text of Press Release dated July 2, 2001. *Exhibit 2 is incorporated by reference to Appendix A of the definitive proxy statement of Industrial Bancorp, Inc. filed on Schedule 14A with the Securities and Exchange Commission on March 2, 2001. EX-23 3 l89863aex23.txt EXHIBIT 23 1 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in this Current Report on Form 8-K/A of United Community Financial Corp. of our report dated January 11, 2001, on the consolidated balance sheets of Industrial Bancorp, Inc. as of December 31, 2000 and 1999, and the related consolidated statements of income, comprehensive income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2000; which report is included in this Annual Report on Form 10-K. Crowe, Chizek and Company LLP Cleveland, Ohio August 10, 2001 EX-99 4 l89863aex99.txt EXHIBIT 99 1 EXHIBIT 99 Contact: INVESTORS Patrick A. Kelly United Community Financial Corp. (330) 742-0592 MEDIA MEDIA Susan E. Stricklin James King United Community Financial Corp. Edward Howard & Co. (330) 742-0638 (216) 781-2400 FOR IMMEDIATE RELEASE UNITED COMMUNITY COMPLETES ACQUISITION OF INDUSTRIAL BANCORP, INC. BRANCHES TO BECOME NORTHWEST DIVISION OF HOME SAVINGS AND LOAN YOUNGSTOWN, Ohio (July 2, 2001) - United Community Financial Corp. (Nasdaq: UCFC), holding company of The Home Savings and Loan Company and Butler Wick Corp., announced today it completed its acquisition of Bellevue-based Industrial Bancorp, Inc. on July 1, 2001. "This acquisition is a significant step in implementing our strategic plan to grow our company through product and geographic expansion," said Douglas M. McKay, chairman and president of United Community. "It further strengthens United Community's ability to maximize growth opportunities in new markets." Industrial Savings and Loan, the sole subsidiary of Industrial Bancorp, Inc., has 12 branches located in Ashland, Bellevue, Clyde, Fremont, Findlay, Lexington, Norwalk, Sandusky, Tiffin and Willard. These branches will now operate as the northwest division under the Home Savings name. David Windau, the former president and chief executive officer of Industrial, will lead the northwest division and report to David G. Lodge, president and chief operating officer of Home Savings. Home Savings is a community bank with a long-standing tradition of meeting and exceeding the expectations and financial needs of customers within each local community served. "Customers of Industrial can still count on the same friendly faces, branch locations and quality service they have come to know," said Lodge. "One of the most attractive aspects of this acquisition was the ability to retain 100 percent of the employee base." Customers in the northwest division can expect to see an expanded array of financial products and services from Home Savings, including new deposit, lending and business 2 programs. Later this year, when the computer systems of the two organizations are integrated, 24-hour online and telephone banking will also be made available in these areas. At the same time, branch signage will reflect the name change. United Community Financial Corp. is an Ohio-based unitary thrift holding company. Its subsidiaries include The Home Savings and Loan Company and Butler Wick Corp. Home Savings has 29 full-service branches and four loan production offices located throughout Northeastern Ohio, while Butler Wick has 11 offices located throughout Northeastern Ohio and Western Pennsylvania. Additional information on United Community may be found on its web site: www.ucfconline.com. This press release includes statements that may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements related to the name change to Home Savings and the integration of computer systems are forward-looking in nature. These statements are subject to risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. 3 UNITED COMMUNITY FINANCIAL CORP. PRO-FORMA STATEMENT OF FINANCIAL CONDITION MARCH 31, 2001 (dollars in thousands)
Historical ----------------------------- United Industrial Pro-forma Community Bancorp Adjustments Notes Consolidated -------------------------------------------------------------------------- Assets: Cash and deposits with banks $ 26,656 $ 1,245 $ (5,540) (4) $ 22,361 Federal funds sold and other 45,321 24,830 70,151 ------------------------------------------ ----------- Total cash and cash equivalents 71,977 26,075 (5,540) 92,512 ------------------------------------------ ----------- Investment securities: Trading 5,968 5,968 Available for sale 79,415 12,019 91,434 Held to maturity 881 881 Mortgage-related securities: Available for sale 97,741 97,741 Held to maturity 100,651 110 7 (2) 100,761 (7) (3) Loans, net 927,399 379,236 6,367 (2) 1,310,909 (2,093) (3) Margin accounts 29,350 29,350 Federal Home Loan Bank stock 14,039 3,820 17,859 Premises and equipment 11,964 5,216 180 (2) 17,352 (8) (3) Accrued interest receivable 8,222 2,520 10,742 Real estate owned 349 349 Other assets 8,802 595 7,077 (2) 32,321 18,121 (1) 215 (2) (37) (3) (2,452) (3) ------------------------------------------ ----------- Total assets $ 1,356,758 $ 429,591 $ 21,830 $ 1,808,179 ========================================== =========== Liabilities: Deposits $ 939,693 $ 315,703 $ 3,619 (2) $ 1,256,400 (2,615) (3) Other borrowed funds 138,516 50,000 664 (2) 275,966 87,302 (1) (516) (3) Advance payments by borrowers for taxes and insurance 2,564 929 3,493 Accrued interest payable 3,612 1,481 5,093 Accrued expenses and other liabilities 14,822 1,860 348 (3) 15,091 (1,939) (4) ------------------------------------------ ----------- Total liabilities 1,099,207 369,973 86,863 1,556,043 ------------------------------------------ ----------- Shareholders' Equity: Preferred stock -- -- -- -- Common stock 136,989 38,091 (38,091) (1) 136,989 Retained earnings 155,706 43,151 (43,151) (1) 150,291 (3,601) (4) (1,814) (3) Accumulated other comprehensive income 1,009 1,995 (1,995) (1) 1,009 Unearned stock compensation (25,795) (2,243) 2,243 (1) (25,795) Treasury stock (10,358) (21,376) 21,376 (1) (10,358) ------------------------------------------ ----------- Total shareholders' equity 257,551 59,618 (65,033) 252,136 ------------------------------------------ ----------- Total liabilities and shareholders;' equity $ 1,356,758 $ 429,591 $ 21,830 $ 1,808,179 ========================================== ===========
B-1 4 UNITED COMMUNITY FINANCIAL CORP. PRO-FORMA STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDING MARCH 31, 2001 (dollars in thousands, except per share data)
Historical ----------------------------------- United Industrial Pro-forma Community Bancorp Adjustments Notes Consolidated ------------------------------------------------------------------------------ Interest income Loans $ 18,074 $ 8,081 $ (268) (3) $ 25,887 Mortgage-related securities: Available for sale 1,464 1,464 Held to maturity 1,782 3 1,785 Investment securities: Trading 31 31 Available for sale 1,332 174 1,506 Held to maturity 13 13 Margin accounts 668 668 FHLB stock dividend 246 67 313 Other interest-earning assets 428 190 618 ----------------------------------------------- ---------------- Total interest income 24,038 8,515 (268) 32,285 Interest expense Interest on deposits 10,284 3,953 (230) (3) 14,007 Interest on Federal Home Loan Bank advances 1,397 775 1,096 (4) 3,218 (50) (3) ----------------------------------------------- ---------------- Total interest expense 11,681 4,728 816 17,225 ----------------------------------------------- ---------------- Net interest income 12,357 3,787 (1,084) 15,060 Provision for loan loss allowances 330 120 450 ----------------------------------------------- ---------------- Net interest income after provision for loan loss allowances 12,027 3,667 (1,084) 14,610 ----------------------------------------------- ---------------- Noninterest income Commissions 3,591 3,591 Service fees and other charges 1,919 204 2,123 Underwriting and investment banking fees 63 63 Net gains (losses): Mortgage-related securities 92 92 Investment securities 245 245 Trading securities (411) (411) Loans 25 67 92 Other (9) 21 12 Other income 273 7 (7) (3) 273 ----------------------------------------------- ---------------- Total noninterest income 5,788 299 (7) 6,080 ----------------------------------------------- ---------------- Noninterest expenses Salaries and employee benefits 7,864 950 8,814 Occupancy 573 121 2 (3) 696 Equipment and data processing 1,619 203 1,822 Deposit insurance premiums 42 15 57 Franchise tax 510 20 530 Advertising 551 26 577 Other expenses 1,620 377 320 (3) 2,317 ----------------------------------------------- ---------------- Total noninterest expense 12,779 1,712 322 14,813 ----------------------------------------------- ---------------- Income before income taxes 5,036 2,254 (1,413) 5,877 Income taxes 1,834 815 (384) (4) 2,267 2 (3) ----------------------------------------------- ---------------- Net income $ 3,202 $ 1,439 $ (1,031) $ 3,610 =============================================== ================ EPS shares: Basic 32,671 4,135 (4,135) 32,671 Diluted 32,815 4,245 (4,245) 32,815 Basic earnings per share $ 0.10 $ 0.35 $ 0.11 Diluted earnings per share $ 0.10 $ 0.34 $ 0.11
B-2 5 UNITED COMMUNITY FINANCIAL CORP. PRO-FORMA STATEMENT OF OPERATIONS FOR THE TWELVE MONTHS ENDING DECEMBER 31, 2000 (dollars in thousands, except per share data)
Historical ------------------------------ United Industrial Pro-forma Community Bancorp Adjustments Notes Consolidated -------------------------------------------------------------------------------- Interest income Loans $ 62,836 $ 30,111 $ (1,825) (3) $ 91,122 Mortgage-related securities: Available for sale 6,737 6,737 Held to maturity 8,651 16 (7) (3) 8,660 Investment securities: Trading 145 145 Available for sale 7,896 800 8,696 Held to maturity 62 62 Margin accounts 3,565 3,565 FHLB stock dividend 968 263 1,231 Other interest-earning assets 762 874 1,636 ----------------------------------------------- ----------------- Total interest income 91,622 32,064 (1,832) 121,854 Interest expense Interest on deposits 35,394 14,694 (2,385) (3) 47,703 Interest on Federal Home Loan Bank advances 8,710 2,833 4,444 (4) 15,521 (466) (3) ----------------------------------------------- ----------------- Total interest expense 44,104 17,527 1,593 63,224 ----------------------------------------------- ----------------- Net interest income 47,518 14,537 (3,425) 58,630 Provision for loan loss allowances 300 113 413 ----------------------------------------------- ----------------- Net interest income after provision for loan loss allowances 47,218 14,424 (3,425) 58,217 ----------------------------------------------- ----------------- Noninterest income Commissions 17,176 17,176 Service fees and other charges 5,607 830 6,437 Underwriting and investment banking fees 646 646 Net gains (losses): Mortgage-related securities 115 115 Investment securities 36 182 218 Trading securities 241 241 Loans 116 116 Other (2) 13 11 Other income 935 34 (30) (3) 939 ----------------------------------------------- ----------------- Total noninterest income 24,754 1,175 (30) 25,899 ----------------------------------------------- ----------------- Noninterest expenses Salaries and employee benefits 36,193 3,477 39,670 Gain on porstretirement curtailment (2,928) (2,928) Loss on pension termination 1,008 1,008 Occupancy 2,093 478 6 (3) 2,577 Equipment and data processing 5,807 880 6,687 Deposit insurance premiums 168 61 229 Franchise tax 3,710 399 4,109 Advertising 1,924 221 2,145 Other expenses 6,332 1,303 2,132 (3) 9,767 ----------------------------------------------- ----------------- Total noninterest expense 54,307 6,819 2,138 63,264 ----------------------------------------------- ----------------- Income before income taxes 17,665 8,780 (5,593) 20,852 Income taxes 6,051 3,081 (1,555) (4) 7,923 346 (3) ----------------------------------------------- ----------------- Net income $ 11,614 $ 5,699 $ (4,384) $ 12,929 =============================================== ================= EPS shares: Basic 33,186 4,116 (4,116) 33,186 Diluted 33,316 4,152 (4,152) 33,316 Basic earnings per share $ 0.35 $ 1.38 $ 0.39 Diluted earnings per share $ 0.35 $ 1.37 $ 0.39
B-3 6 UNITED COMMUNITY FINANCIAL CORP. NOTES TO UNAUDITED PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except per share data) Basis of Presentation: The following pro-forma adjustments are based on available information and certain estimates and assumptions. Therefore, it is likely that the actual adjustments will differ from the pro-forma adjustments. United Community believes that such assumptions provide a reasonable basis for presenting all of the significant effects of the following transactions and that the pro-forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro-forma consolidated financial statements. Adjustments to Pro-forma Consolidated Financial Statements (1) Represents the acquisition for a total purchase price of $$87,302. The acquisition, which was paid in cash, is summarized as follows: Total cash paid to INBI shareholders $ 87,302 Industrial Bancorp shareholders' equity 59,618 ----------------- Acquisition cost in excess of book value 27,684 Adjustments to reflect fair value (see (2) below) (9,563) ----------------- Total goodwill $ 18,121 ================= (2) Represents adjustments to reflect fair values of assets and liabilities as follows: Mortgage-related securities held to maturity 7 Loans, net 6,367 Premises and equipment 180 Mortgage servicing rights 215 Core deposit intangible 7,077 Deposits (3,619) FHLB advances (664) ----------------- Total fair value adjustments 9,563 ================= (3) Represents the amortization of the purchase accounting adjustments over the following periods: Weighted Average Amortization Life Method ------------------------------ Mortgage-related securities held to maturity 6 months straight line Loans, net 7 years level yield Premises and equipment 15 years straight line Mortgage servicing rights 7.5 years level yield Core deposit intangible 5 years level yield Deposits 3 years level yield FHLB advances 1 year level yield (4) Represents interest expense on FHLB advances used to fund the acquisition and the related income tax effect. B-4 -----END PRIVACY-ENHANCED MESSAGE-----