EX-99.4 8 d506829dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

 

UNITED COMMUNITY FINANCIAL CORP.

SUBSCRIPTION RIGHTS TO PURCHASE SHARES OF COMMON STOCK

OFFERED PURSUANT TO SUBSCRIPTION RIGHTS

DISTRIBUTED TO SHAREHOLDERS

OF UNITED COMMUNITY FINANCIAL CORP.

                    , 2013

To Our Clients:

Enclosed for your consideration is a prospectus, dated                     , 2013 (the “Prospectus”) and the “Beneficial Owner Election Form” relating to the offering (the “Rights Offering”) by United Community Financial Corp. (the “Company”) of shares of common stock, no value per share (the “Common Stock”) pursuant to non-transferable subscription rights (the “Subscription Rights”) distributed to all holders of record of shares of Common Stock at 5:00 p.m., Eastern Time, on March 21, 2013 (the “Record Date”). The Subscription Rights and Common Stock are described in the Prospectus.

In the Rights Offering, the Company is offering an aggregate of 1,818,181 shares of Common Stock, as described in the Prospectus.

The Rights will expire, if not exercised prior to 5:00 p.m., local time, on                     , 2013, unless extended (as it may be extended, the “Expiration Time”).

As described in the accompanying Prospectus, each owner of shares of Common Stock is entitled to one Right for each share of Common Stock owned by such owner at 5:00 p.m., local time, on the Record Date. Each Right will allow the holder thereof to subscribe for .06 shares of Common Stock (the “Basic Subscription Privilege”) at the cash price of $2.75 per full share (the “Subscription Price”). For example, if a shareholder owned 300 shares of Common Stock as of 5:00 p.m., local time, on the Record Date, the shareholder would receive 300 Rights and would have the right to purchase 18 shares of Common Stock for the Subscription Price.

If a holder purchases all of the shares of Common Stock available to it pursuant to its Basic Subscription Privilege, it may also exercise an over-subscription privilege (the “Over-Subscription Privilege”) to purchase a portion of any shares of the Common Stock that are not purchased by shareholders through the exercise of their Basic Subscription Privileges (the “Unsubscribed Shares”). If, however, over-subscription requests exceed the number of shares of Common Stock available, the Company will allocate the available shares of Common Stock among shareholders who have over-subscribed by allocating to such shareholders the lower of (x) the number of shares for which they oversubscribe, or (y) a number of shares equal to the total number of shares available for oversubscription multiplied by a fraction that equals (i) the number of shares held by each shareholder who oversubscribes divided by (ii) the total number of shares held by all shareholders who oversubscribe. If, after this process is completed, additional shares remain available, we will allocated the remaining available shares of Common Stock among shareholders who over-subscribed by allocating to such shareholders the lower of (a) the remaining number of shares for which they have oversubscribed, or (b) a number of shares equal to the total remaining number of shares available for oversubscription multiplied by a fraction that equals (i) the remaining number of shares subscribed for by each shareholder whose oversubscription remains unfilled divided by (ii) the total number of shares subscribed for by all shareholders whose oversubscription remains unfilled. No fractional shares will be issued.

You will be required to submit payment in full for all the shares you wish to buy with your Basic Subscription Privilege and your Over-Subscription Privilege. Because we will not know the total number of Unsubscribed Shares prior to the expiration of the Rights Offering, if you wish to maximize the number of shares you purchase pursuant to your Over-Subscription Privilege, you will need to deliver payment in an amount equal to the aggregate Subscription Price for the maximum number of shares of Common Stock available to you, assuming that no shareholders other than you purchase any shares of Common Stock pursuant to their Basic Subscription Privileges. Fractional shares of Common Stock resulting from the exercise of the Over-Subscription


Privilege will be eliminated by rounding down to the nearest whole share, with the total subscription payment being adjusted accordingly. Any excess subscription payments received by the subscription agent will be returned, without interest or penalty, as soon as practicable.

The Company provides no assurances that each shareholder will actually be entitled to purchase the number of shares of Common Stock issuable upon the exercise of its Basic Subscription Privilege and its Over-Subscription Privilege in full at the expiration of the Rights Offering. The Company will not be able to satisfy a shareholder’s exercise of the Over-Subscription Privilege if all of the shareholders exercise their Basic Subscription Privileges to the extent of 1,818,181 shares, and the Company will only honor an Over-Subscription Privilege to the extent sufficient shares of Common Stock are available following the exercise of Basic Subscription Privileges.

 

   

To the extent the aggregate Subscription Price of the maximum number of shares available to a shareholder pursuant to the Basic Subscription Privileges and the Over-Subscription Privilege is less than the amount the shareholder actually paid in connection with the exercise of the Basic Subscription Privilege and the Over-Subscription Privilege, the shareholder will be allocated only the number of shares available to it as soon as practicable after the Expiration Time, and the shareholder’s excess subscription payment received by the subscription agent will be returned, without interest or penalty, as soon as practicable.

 

   

To the extent the amount the shareholder actual paid in connection with the exercise of the Basic Subscription Privilege and the Over-Subscription Privilege is less than the aggregate Subscription Price of the maximum number of shares available to the shareholder pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege, such shareholder will be allocated the number of shares for which it actually paid in connection with the Basic Subscription Privilege and the Over-Subscription Privilege.

THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF COMMON STOCK CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. EXERCISES OF SUBSCRIPTION RIGHTS MAY BE MADE ONLY BY US AS THE RECORD OWNER AND PURSUANT TO YOUR INSTRUCTIONS.

Accordingly, we request instructions as to whether you wish us to elect to subscribe for any shares of Common Stock to which you are entitled pursuant to the terms and subject to the conditions set forth in the enclosed Prospectus. However, we urge you to read the document carefully before instructing us to exercise your Subscription Rights.

If you wish to have us, on your behalf, exercise your Subscription Rights for any shares of Common Stock to which you are entitled, please so instruct us by completing, executing and returning to us the Beneficial Owner Election Form.

Your Beneficial Owner Election Form and payment should be forwarded to us as promptly as possible in order to permit us to exercise Rights on your behalf in accordance with the provisions of the Rights Offering. The Rights Offering will expire at the Expiration Time. Because we must submit your subscription and payment in advance of the Expiration Time, we must receive your Beneficial Owner Election Form and payment no later than                     . Once you have exercised the Basic Subscription Privilege or the Over-Subscription Privilege, such exercise may not be revoked.

Any questions related to the Beneficial Owner Election Form or how to make payment should be directed to                      at         -         -        . Any other questions or requests for assistance concerning the Rights Offering should be directed to the Information Agent, Registrar and Transfer Company, toll free at 800-368-5948. Additional copies of the enclosed materials may be obtained from Registrar and Transfer Company.

Very truly yours,

[Record Holder]