-----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, FVSvClq+5f420e/8ATrOVJDSvrlNXxRS9EJJuLIs82M+LX0DkK3bHluk4MEJfA9N 6ECg0Ez/P8nFgVmiSc6/ZQ== 0000950152-04-000479.txt : 20040126 0000950152-04-000479.hdr.sgml : 20040126 20040126155343 ACCESSION NUMBER: 0000950152-04-000479 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040126 SUBJECT COMPANY: 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: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-55863 FILM NUMBER: 04543449 BUSINESS ADDRESS: STREET 1: 275 FEDERAL PLAZA WEST CITY: YOUNGSTOWN STATE: OH ZIP: 44503-1203 BUSINESS PHONE: 3307420500 FILED BY: 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: SC TO-C BUSINESS ADDRESS: STREET 1: 275 FEDERAL PLAZA WEST CITY: YOUNGSTOWN STATE: OH ZIP: 44503-1203 BUSINESS PHONE: 3307420500 SC TO-C 1 l05283asctovc.txt UNITED COMMUNITY FINANCIAL CORP SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED COMMUNITY FINANCIAL CORP. (Name of Subject Company (Issuer)) UNITED COMMUNITY FINANCIAL CORP. (Name of Filing Person, the Issuer) COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 909839102 (CUSIP Number of Class of Securities) DOUGLAS M. MCKAY, PRESIDENT UNITED COMMUNITY FINANCIAL CORP. 275 FEDERAL PLAZA WEST YOUNGSTOWN, OHIO 44503-1203 (330) 742-0500 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person) with a copy to: TERRI REYERING ABARE, ESQ. VORYS, SATER, SEYMOUR AND PEASE LLP SUITE 2000, ATRIUM TWO 221 EAST FOURTH STREET CINCINNATI, OHIO 45202 (513) 723-4001 CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE: N/A N/A * As the filing contains only preliminary communications made before the commencement of the tender offer, no filing fee is required. [ ] Check the box if any part of the fee is offset as provided by Rule 011(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: N/A Form or Registration Number: N/A Filing Party: N/A Date Filed: N/A [X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of a tender offer: [ ] EXHIBITS: 99.1 Press release issued January 26, 2004. EX-99.1 3 l05283aexv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 UNITED COMMUNITY FINANCIAL CORP. 275 Federal Plaza West Youngstown, Ohio 44503-1203 FOR IMMEDIATE RELEASE Patrick A. Kelly Chief Financial Officer (330) 742-0500, Ext. 2592 UNITED COMMUNITY FINANCIAL CORP. ANNOUNCES SELF-TENDER OFFER January 26, 2004 - United Community Financial Corp. (Nasdaq: UCFC) announced today that it will commence a self-tender offer on January 28, 2004 for up to 4,000,000 of its common shares, or approximately 11.7% of its outstanding common shares. The tender offer will allow shareholders to tender their shares at a price of $12.50 per share. If more than 4,000,000 shares are tendered, tendering shareholders beneficially owning fewer than 100 shares will have their shares purchased without proration. Other shares will be purchased pro rata. The offer is, however, subject to other conditions as described in the Offer to Purchase. The tender offer and withdrawal rights will expire at 5:00 p.m., Eastern Time, on March 1, 2004, unless the offer is extended. UCFC is making this offer because management believes that, given the current market price of the shares, the purchase of the shares on the terms and conditions outlined in the Offer to Purchase is an attractive investment for UCFC and will help it to utilize more effectively its capital base and maximize shareholder value. This offer will provide liquidity to UCFC's shareholders by giving them an opportunity to sell all or part of their investment in shares on potentially more favorable terms than would otherwise be available in the financial markets. Keefe, Bruyette & Woods will act as dealer manager and information agent for the tender offer. Registrar and Transfer Company will serve as the depositary. Each shareholder is urged to consult his or her tax advisor as to the particular tax consequences of the tender offer to such shareholder. The full details of the tender offer, including complete instructions on tendering procedures, along with the transmittal forms and other data will be mailed to shareholders beginning January 28, 2004. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH SHAREHOLDER'S SHARES IN THE OFFER AND HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. This announcement is neither an offer to purchase nor a solicitation of an offer to sell common shares of United Community Financial Corp. The offer is made solely by the Offer to Purchase, dated January 28, 2004 and the related Letter of Transmittal. United Community Financial Corp. is the holding company for The Home Savings and Loan Company (Home Savings) and Butler Wick Corp. (Butler Wick), both headquartered in Youngstown, Ohio. Home Savings operates 35 full-service banking offices and 5 loan production offices located throughout Northern Ohio and Western Pennsylvania. Butler Wick has 13 office locations providing full service retail brokerage, capital markets and trust services through Ohio and Western Pennsylvania. Additional information on United Community may be found on United Community's web site: www.ucfconline.com. -----END PRIVACY-ENHANCED MESSAGE-----