-----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, TgF+i1fKaD3Tc49uFAd9qtlJT1fDVhaZz2rpidLNTIsrCdLZg2Vd+l3CYLRtJs6y M5//LtwMHIRbFPGVhJ4aug== 0000950152-02-002826.txt : 20020416 0000950152-02-002826.hdr.sgml : 20020416 ACCESSION NUMBER: 0000950152-02-002826 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020401 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020410 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24399 FILM NUMBER: 02606379 BUSINESS ADDRESS: STREET 1: 275 FEDERAL PLAZA WEST CITY: YOUNGSTOWN STATE: OH ZIP: 44503-1203 BUSINESS PHONE: 3307420500 8-K 1 l93739ae8-k.txt UNITED COMMUNITY FINANCIAL CORP. FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2002 ------------- 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.) ITEM 5. OTHER EVENTS On April 1, 2002, 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 Potters Bank ("Potters"), an Ohio-chartered state savings bank, through the merger of United Community's subsidiary, HSLC Merger Subsidiary, Inc. into Potters' parent, Potters Financial Corporation. Potters was then merged into Home Savings. For further details, reference is made to the Press Release dated April 1, 2002, which is attached hereto as Exhibit 99 and which is incorporated herein by reference in its entirety. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS 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 of Youngstown, Ohio and Potters Financial Corporation and Potters Bank dated as of September 5, 2001. 99 Text of Press Release dated April 1, 2002. Exhibit 2 is incorporated by reference to Annex A of the definitive proxy statement of Potters Financial Corporation filed on Schedule 14A with the Securities and Exchange Commission on December 3, 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: April 8, 2002 /s/ Douglas M. McKay -------------------- Douglas M. McKay, President 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 of Youngstown, Ohio and Potters Financial Corporation and Potters Bank dated as of September 5, 2001. * 99 Text of Press Release dated April 1, 2002. * Exhibit 2 is incorporated by reference to Annex A of the definitive proxy statement of Potters Financial Corporation filed on Schedule 14A with the Securities and Exchange Commission on December 3, 2001. EX-99 3 l93739aex99.txt EXHIBIT 99 EXHIBIT 99 INVESTORS: MEDIA: Patrick A. Kelly Susan E. Stricklin United Community Financial Corp. United Community Financial Corp. (330) 742-0592 (330) 742-0638 MEDIA: Edward L. Baumgardner Potters Bank (330) 385-0770 FOR IMMEDIATE RELEASE UNITED COMMUNITY COMPLETES ACQUISITION - -------------------------------------------------------------------------------- OF POTTERS FINANCIAL CORPORATION Branches to operate under Home Savings name ------------------------------------------- YOUNGSTOWN, Ohio (April 1, 2002) - United Community Financial Corp. (Nasdaq: UCFC), holding company of The Home Savings and Loan Company and Butler Wick Corp., announced today it has completed its acquisition of East Liverpool-based Potters Financial Corporation. Potters Bank, the subsidiary of Potters Financial Corporation, operates branch offices in East Liverpool, Calcutta and Glenmoor, Ohio, as well as in Beaver, Pennsylvania. It also operates a loan origination office in Boardman, Ohio. All four branches and the loan production office will now operate as part of the Home Savings Mahoning Valley Division. Permanent outdoor branch signage will soon reflect the name change to Home Savings. "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 will allow United Community to maximize growth opportunities in new markets." Home Savings is a community bank with a long-standing tradition of meeting the financial needs, as well as exceeding the expectations, of its customers. Later this year when the computer systems of the two organizations are integrated, Home Savings will offer Potters customers an expanded array of financial products and services such as 24-hour online banking, and new deposit, lending and business programs. "Customers of Potters Bank can still count on the same friendly faces, branch locations and quality service they have come to know," said David Lodge, president of Home Savings. Edward L. Baumgardner, the former president and chief executive officer of Potters will help lead the integration process from Potters to Home Savings and will now serve as Vice President and Regional Manager at Home Savings. "We are truly excited to complete this transaction and we look forward to serving our new customers," stated Lodge. "We also are glad to welcome all of the Potters associates to the Home Savings family. We are enthusiastic about working and interacting with the newest members of our team." 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 33 FULL-SERVICE BRANCHES AND FIVE LOAN PRODUCTION OFFICES LOCATED THROUGHOUT NORTHERN OHIO AND WESTERN PENNSYLVANIA, 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 AT 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. MEDIA Q & A Q: WILL THERE BE ANY JOB CUTS? Currently, there are no plans to close any of the Potters branch locations and all Potters' personnel are expected to be retained. Q: HOW WILL POTTERS/HOME SAVINGS CUSTOMERS BE AFFECTED BY THIS DEAL? Potters customers will derive the benefit of a broadened product line, including 24-hour online banking and expanded consumer loan, commercial loan and business service products. Home Savings customers will now have a larger branch network available for conducting their banking. Q: If Potters will remain a local institution, why must its name be changed to Home Savings? United Community is a unitary thrift holding company, which requires that any other insured depository institution acquired by United Community must be merged into Home Savings. Q: WHAT ARE THE FINANCIAL TERMS OF THE ACQUISITION? In an all-cash deal valued at $23.6 million, United Community has agreed to pay $22.00 per share to Potters shareholders. Q: IS UNITED COMMUNITY ACTIVELY LOOKING FOR OTHER ACQUISITIONS? This transaction is a major step forward in our growth strategy, however, it doesn't complete the strategy. Therefore, we will be addressing other opportunities as they present themselves. Q: DOES THIS TRANSACTION REQUIRE REGULATORY AND/OR SHAREHOLDER APPROVAL? Yes, we received both regulatory approval and the approval of Potters' shareholders. Q: WHEN WILL POTTERS CHANGE ITS NAME TO HOME SAVINGS? The name change will occur shortly after the closing of the acquisition. -----END PRIVACY-ENHANCED MESSAGE-----