-----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, ETn8SoQ9dE44IRHQRTFkcoXJDynVTa4Cauj005x5kjS9p8fI0YSMSkdm/lQkZgps 3iW1qcMWAtHGYWIJn5DoqA== 0000950152-07-007814.txt : 20071001 0000950152-07-007814.hdr.sgml : 20071001 20071001151202 ACCESSION NUMBER: 0000950152-07-007814 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070925 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071001 DATE AS OF CHANGE: 20071001 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: 071145585 BUSINESS ADDRESS: STREET 1: 275 FEDERAL PLAZA WEST CITY: YOUNGSTOWN STATE: OH ZIP: 44503-1203 BUSINESS PHONE: 3307420500 8-K 1 l28156ae8vk.htm UNITED COMMUNITY FINANCIAL CORP. 8-K/425 UNITED COMMUNITY FINANCIAL CORP. 8-K/425
 

 
 
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):       September 25, 2007     
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 No.)   (IRS Employer I.D. No.)
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 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 (see General Instruction A.2. below):
þ 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))
 
 

 


 

Section 1 — Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On September 25, 2007, United Community Financial Corp. (“United Community”), The Home Savings and Loan Company of Youngstown, Ohio (“Home Savings”), PVF Capital Corp. (“PVFC”) and Park View Federal Savings Bank (“Park View”) entered into an Amendment to the Agreement and Plan of Merger, dated July 24, 2007 (the “Amendment”), which provided for the acquisition of PVFC and Park View by United Community (the “Merger”). The Amendment modified the definition of “Bank Merger” in the Agreement and Plan of Merger. Previously, the Agreement and Plan of Merger provided that after PVFC merged into United Community, Park View would merge into Home Savings, and Home Savings would be the surviving institution. The parties have decided to reverse the Bank Merger so that Home Savings will merge into Park View and UCFC’s resulting financial institution will be a federal savings association that will change its name to “The Home Savings and Loan Company of Youngstown, Ohio.” A copy of the Amendment is attached and incorporated herein by reference.
United Community will be filing a Registration Statement on Form S-4 concerning the Merger with the SEC, which will include the joint prospectus/proxy statement that will be mailed to PVFC’s and United Community’s shareholders. WE URGE INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the documents free of charge, when filed, at the SEC’s website, www.sec.gov. In addition, documents filed with the SEC by United Community will be available free of charge from the Secretary of United Community at 275 Federal Plaza West, Youngstown, Ohio, telephone (330) 742-0500. INVESTORS SHOULD READ THE PROXY STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER. Copies of all recent proxy statements and annual reports of United Community are also available free of charge from United Community by contacting the company secretary.
United Community, PVFC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies to approve the Merger. Additional information about the directors and executive officers of United Community may be obtained through the SEC’s website from the definitive proxy statement filed by United Community with the SEC on March 23, 2007. Additional information about the directors and executive officers of PVFC may be obtained through the SEC’s website from the definitive proxy statement filed by PVFC with the SEC on September 22, 2006. Additional information about participants in the proxy solicitation and their interests in the transaction will be contained in the prospectus/proxy statement to be filed with the SEC.

 


 

Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
     (d) Exhibits.
         
Exhibit        
Number   Description    
 
       
2
  Amendment to Agreement and Plan of Merger by and among United Community Financial Corp., The Home Savings and Loan Company of Youngstown, Ohio, PVF Capital Corp. and Park View Federal Savings Bank, dated September 25, 2007.   Included herewith.

 


 

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 thereunto duly authorized.
         
  UNITED COMMUNITY FINANCIAL CORP.
 
 
  By:   /s/ Patrick A. Kelly    
    Patrick A. Kelly   
    Chief Financial Officer   
 
Date: October 1, 2007

 

EX-2 2 l28156aexv2.htm EX-2 EX-2
 

Exhibit 2
AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
     THIS AMENDMENT (this “Amendment”) to the Agreement and Plan of Merger, dated as of July 24, 2007 (the “Agreement”), by and among United Community Financial Corp. (“UCFC”), The Home Savings and Loan Company of Youngstown, Ohio (“Home Savings”), PVF Capital Corp. (“PVFC”) and Park View Federal Savings Bank (“Park View”) (collectively referred to herein as the “Parties”), is made and entered into as of September 25, 2007, by and among the Parties. Capitalized terms not defined herein shall have the meanings given to them in the Agreement.
WITNESSETH:
     WHEREAS, UCFC has determined that, for certain desirable business purposes, after the merger of PVFC into UCFC, it will be more beneficial to merge Home Savings into Park View rather than merging Park View into Home Savings;
     WHEREAS, Section 1.05 of the Agreement provides that, with the consent of the PVFC, UCFC and Home Savings may at any time change the method of effecting the mergers to the extent UCFC deems such change to be desirable;
     WHEREAS, Section 11.08 of the Agreement provides that the Agreement may be amended by an agreement in writing executed in the same manner as the Agreement, except that after the PVFC Meeting or UCFC Meeting, the Agreement may not be amended if it would violate the OGCL; and
     WHEREAS, the Boards of Directors of each of the parties to the Agreement have authorized the execution of this Amendment;
     NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants, agreements and conditions set forth hereinafter and in the Agreement, the Parties, intending to be legally bound hereby, agree as follows:
  1.   The term “Bank Merger” as used in the Agreement shall be defined as the merger of Home Savings into Park View; and
  2.   Exhibit A to the Agreement shall be amended by replacing it in its entirety with the attached Exhibit A.
[SIGNATURES ON FOLLOWING PAGE]

 


 

     IN WITNESS WHEREOF, this Amendment has been executed on behalf of the Parties to be effective as of the date set forth in the first paragraph above.
         
ATTEST:   UNITED COMMUNITY FINANCIAL CORP.
 
       
/s/ Jude J. Nohra
  By:   /s/ Douglas M. McKay
 
       
 
       
ATTEST:   THE HOME SAVINGS AND LOAN COMPANY
OF YOUNGSTOWN, OHIO
 
       
/s/ Jude J. Nohra
  By:   /s/ Patrick W. Bevack
 
       
 
       
ATTEST:   PVF CAPITAL CORP.
 
       
/s/ C. Keith Swaney
  By:   /s/ John R. Male
 
       
 
       
ATTEST:   PARK VIEW FEDERAL SAVINGS BANK
 
       
/s/ C. Keith Swaney
  By:   /s/ John R. Male
 
       

2


 

EXHIBIT A
AGREEMENT AND PLAN OF MERGER
     THIS AGREEMENT OF MERGER (this “Agreement”) is entered into as of the ___day of ___, 2007, by and between The Home Savings and Loan Company of Youngstown, Ohio (“Home Savings”), a savings bank organized under Chapter 1161 of the Ohio Revised Code, and Park View Federal Savings Bank (“Park View”), a federal savings bank organized under the laws of the United States of America.
R E C I T A L S :
     WHEREAS, Home Savings is a wholly owned subsidiary of United Community Financial Corporation (“UCFC”), an Ohio corporation, and Park View is a wholly owned subsidiary of PVF Capital Corp. (“PVFC”), an Ohio corporation;
     WHEREAS, UCFC, Home Savings, PVF and Park View have entered into an Agreement of Merger and Plan of Reorganization dated as of July 24, 2007, as amended on September ___, 2007 (the “Merger Agreement”), which provides for the merger of UCFC with and into PVFC and the subsequent merger of Home Savings with and into Park View; and
     WHEREAS, the boards of directors of each of the parties hereto have approved this Agreement;
     NOW, THEREFORE, in consideration of the mutual premises and mutual agreements contained herein, the parties hereto have agreed as follows:
ARTICLE I
THE MERGER
     Section 1.1. At the Effective Time (as defined in Article IV below), Home Savings shall merge with and into Park View (the “Merger”) pursuant to Ohio Rev. Code §§ 1161.76 and 1701.78, 12 U.S.C. § 1828(c), and the applicable regulations of the Division of Financial Institutions of the Ohio Department of Commerce (the “Division”), the Office of Thrift Supervision (“OTS”) and the Federal Deposit Insurance Corporation (“FDIC”). Upon consummation of the Merger, the separate corporate existence of Home Savings shall cease and Park View shall continue as the surviving institution (the “Surviving Institution”).
ARTICLE II
NAME OF SURVIVING INSTITUTION
     Section 2.1. The name of the Surviving Institution shall be “The Home Savings and Loan Company of Youngstown, Ohio”.

 


 

ARTICLE III
CONVERSION OF SECURITIES
     Section 3.1. The shares of common stock of Park View issued and outstanding immediately prior to the Effective Time shall be unaffected by the Merger and shall constitute the only outstanding shares of capital stock of the Surviving Institution at and after the Effective Time.
     Section 3.2. At the Effective Time, by virtue of the Merger and without any action on the part of Home Savings or Park View, all of the shares of common stock of Home Savings that are issued and outstanding immediately prior thereto shall thereupon be canceled and extinguished.
ARTICLE IV
EFFECTIVE TIME
     Section 4.1. The Merger shall become effective immediately following and contingent upon the occurrence of the closing of the transactions contemplated by the Merger Agreement and at the date and time specified in the certificate of merger filed with the Ohio Secretary of State with respect to the Merger (the “Effective Time”); provided, however, that such filing shall not occur and the Merger shall not be effective until all of the following events have taken place: (a) PVF shall have been merged with and into UCFC; (b) the sole shareholders of Home Savings and Park View shall have adopted this Agreement; (c) all applicable regulatory waiting periods shall have expired; (d) a certificate of merger with respect to the Merger shall have been filed with the Ohio Secretary of State; and (f) application has been made to, and approval received from, the OTS pursuant to 12 C.F.R. § 563.22(a).
ARTICLE V
CHARTER AND BYLAWS
OF SURVIVING INSTITUTION
     Section 5.1. The charter and bylaws of the Surviving Institution at and after the Effective Time shall be as set forth on Exhibit A and Exhibit B attached hereto.
ARTICLE VI
EXECUTIVE OFFICERS AND DIRECTORS
OF SURVIVING INSTITUTION
     Section 6.1. At and after the Effective Time and until changed in accordance with the law, the number of directors of the Surviving Institution shall be twelve. The names, terms of office and residence addresses of the directors of the Surviving Institution are as set forth on Exhibit C attached hereto.

 


 

     Section 6.2. The officers of Home Savings immediately before the Effective Time shall serve in the same capacities as officers of the Surviving Institution at and after the Effective Time.
ARTICLE VII
EFFECTS OF MERGER
     Section 7.1. At the Effective Time, Home Savings shall merge with and into Park View, with Park View as the Surviving Institution. The business of the Surviving Institution shall be that of a federal savings association, as provided for in its charter. All assets, rights, interests, privileges, powers, franchises and property (real, personal and mixed) of Home Savings and Park View shall be automatically transferred to and vested in the Surviving Institution by virtue of the Merger without any deed or other document of transfer.
     Section 7.2. At the Effective Time, the Surviving Institution, without any order or action on the part of any court or otherwise and without any documents of assumption or assignment, shall hold and enjoy all of the assets, rights, privileges, powers, properties, franchises and interests, including, without limitation, appointments, powers, designations, nominations and all other rights, interests and powers as agent or fiduciary, in the same manner and to the same extent as such rights, interests and powers were held or enjoyed by Home Savings and Park View, respectively.
     Section 7.3. At the Effective Time, the Surviving Institution shall be responsible for all of the liabilities, restrictions and duties of every kind and description of both Home Savings and Park View, immediately prior to the Merger, including, without limitation, liabilities for all savings accounts, deposits, debts, obligations and contracts of Home Savings and Park View, respectively, matured or unmatured, whether accrued, absolute, contingent and otherwise and whether or not reflected or reserved against on balance sheets, books of accounts or records of either Home Savings or Park View.
     Section 7.4. At the Effective Time, deposit accounts of both Park View and Home Savings shall be deemed issued in the name of the Surviving Institution in accordance with applicable regulations. All rights of creditors and other obligees and all liens on property of either Home Savings or Park View shall be preserved, shall be assumed by the Surviving Institution and shall not be released or impaired.
ARTICLE VIII
OFFICES OF SURVIVING INSTITUTION
     Section 8.1. At the Effective Time, the offices of the Surviving Institution shall be as set forth on Exhibit D attached hereto.

 


 

ARTICLE IX
LIQUIDATION ACCOUNT
     Section 9.1. At the Effective Time, the Surviving Institution shall assume Home Savings’ liquidation account established upon Home Savings’ conversion to the stock form of ownership.
ARTICLE X
OTHER TERMS
     Section 10.1. All terms used in this Agreement shall, unless defined herein, have the meanings set forth in the Merger Agreement.
     Section 10.2. Subject to applicable law, at any time prior to the consummation of the Merger, this Agreement may be amended by an instrument in writing signed on behalf of each of the parties hereto.
     Section 10.3. This Agreement shall terminate and become null and void, and the transactions contemplated herein shall thereupon be abandoned, upon any occurrence of a termination of the Merger Agreement pursuant to the terms thereof.
     Section 10.4. This Agreement may be executed in any number of counterparts and by facsimile and electronic transmission, each of which shall be deemed an original and all of such counterparts shall constitute one and the same instrument.
[Remainder of page intentionally left blank; signatures follow]

 


 

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.
             
ATTEST:       The Home Savings and Loan Company of Youngstown, Ohio
 
           
 
      By:    
         
Name:
      Name:    
 
           
Title:
      Title:    
 
           
 
           
 
       
ATTEST:       Park View Federal Savings Bank
 
           
 
      By:    
         
Name:
      Name:    
 
           
Title:
      Title:    
 
           

 


 

EXHIBITS A-D Omitted

 

-----END PRIVACY-ENHANCED MESSAGE-----