-----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, AJMiB6b+NBqVNhZe8MxkEGsZdlNurLctGBWCmWnfcndrALd7XibENzterZYJD2ui NIsVyn4jh+OLUL27/4vtCg== 0000950152-09-000090.txt : 20090107 0000950152-09-000090.hdr.sgml : 20090107 20090107153710 ACCESSION NUMBER: 0000950152-09-000090 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081231 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090107 DATE AS OF CHANGE: 20090107 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: 09513052 BUSINESS ADDRESS: STREET 1: 275 FEDERAL PLAZA WEST CITY: YOUNGSTOWN STATE: OH ZIP: 44503-1203 BUSINESS PHONE: 3307420500 8-K 1 l35046ae8vk.htm FORM 8-K FORM 8-K
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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): December 31, 2008
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 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 (see General Instruction A.2. below):
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))
 
 

 


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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 8.01 Other Events
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EX-99


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Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     On December 31, 2008, Thomas J. Cavalier, a member of the Board of Directors of the Company and a “named executive officer” of the Company for 2007 by virtue of his position as Chairman, Chief Executive Officer and President of Butler Wick Corp., a wholly-owned subsidiary of the Company, resigned from the Board effective December 31, 2008.
     Mr. Cavalier’s resignation did not relate to any disagreement with the Company, and occurred in connection with the completion of the sale of Butler Wick & Co., Inc., a wholly-owned subsidiary of Butler Wick Corp., to Stifel Financial Corp. Mr. Cavalier remains an officer of Butler Wick & Co., Inc., which is now owned by Stifel Financial Corp. In connection with the sale of Butler Wick & Co., Inc., Mr. Cavalier also resigned as a Director and Chairman, Chief Executive Officer and President of Butler Wick Corp. effective December 31, 2008. Butler Wick Corp. remains a wholly-owned subsidiary of the Company.
Item 8.01 Other Events.
     On December 31, 2008, the Company successfully completed the sale of Butler Wick & Co., Inc. to Stifel Financial Corp., after meeting all customary closing conditions. The transaction was previously announced December 18, 2008, and involved a purchase price of $12,000,000 in cash, subject to post-closing adjustments.
     A copy of the press release announcing the closing of the transaction is attached hereto as Exhibit 99 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
     (d) Exhibits.
     
Exhibit Number   Description
99
  Press release dated January 2, 2009

 


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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/ Jude J. Nohra    
    Jude J. Nohra, Secretary   
       
 
Date: January 7, 2009

 

EX-99 2 l35046aexv99.htm EX-99 EX-99
Exhibit 99
Press Release:
UNITED COMMUNITY FINANCIAL CORP.
275 West Federal Street
Youngstown, Ohio 44503-1203
Contacts:
     
Douglas M. McKay
  James R. Reske
Chairman and CEO
  Chief Financial Officer & Treasurer
United Community Financial Corp.
  United Community Financial Corp.
330.742.9801
  330-742-0592
dmmckay@homesavings.com
  jreske@homesavings.com
FOR IMMEDIATE RELEASE
United Community Financial Corp. Announces
Successful Sale of Butler Wick & Co., Inc. to Stifel Financial Corp.
     YOUNGSTOWN, Ohio — January 2, 2009 — United Community Financial Corp. (Nasdaq: UCFC), the parent company of Butler Wick Corp. and The Home Savings and Loan Company, announced that it successfully completed the sale of Butler Wick & Co., Inc. (“Butler Wick & Co.”), a wholly-owned subsidiary of Butler Wick Corp. to Stifel Financial Corp. on December 31, 2008, after meeting all customary closing conditions.
     The transaction was previously announced December 18, 2008, and involved a purchase price of $12,000,000 in cash, subject to post-closing adjustments. “The completion of this transaction in a timely manner allowed us to accomplish two important objectives before the end of 2008,” stated Douglas M. McKay, Chairman and CEO of United Community Financial Corp. “UCFC reduced outstanding debt by $8.0 million and provided new capital to Home Savings in the amount of $2.25 million. As a result, we are able to begin 2009 with a stronger balance sheet, higher capital ratios and the ability to focus on our primary lines of business,” added Mr. McKay.
     UCFC is the holding company for The Home Savings and Loan Company and Butler Wick Corp. both headquartered in Youngstown, Ohio. Home Savings operates 39 full-service banking offices and six loan production offices located throughout Ohio and Western Pennsylvania. Butler Wick Corp., through its wholly-owned subsidiary Butler Wick Trust Company, provides trust services throughout Ohio. Additional information on the Company, Home Savings and Butler Wick Trust Company may be found on the Company’s web site: www.ucfconline.com.

 


 

     When used in this press release the words or phrases “believes,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties, including changes in economic conditions in the Company’s market area, changes in policies by regulatory agencies, fluctuations in interest rates, changing valuations in the stock market, demand for loans in Home Savings’ market area, demand for trust services in Butler Wick’s market area and competition, that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company advises readers that the factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.
     The Company does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

 

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