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): July 24, 2007
UNITED COMMUNITY FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
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OHIO
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0-024399
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34-1856319 |
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(State or other jurisdiction of
incorporation)
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(Commission File No.)
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(IRS Employer I.D. No.) |
275 Federal Plaza West, Youngstown, Ohio 44503-1203
(Address of principal executive offices) (Zip Code)
Registrants 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 Registrants Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On July 24, 2007, United Community Financial Corp. (United Community), The Home Savings and Loan
Company of Youngstown, Ohio (Home Savings), PVF Capital Corp. (PVF Capital) and Park View
Federal Savings Bank (Park View) entered into an Agreement and Plan of Merger (the Merger
Agreement) providing for the merger of PVF Capital with and into United Community and the
subsequent merger of Park View with Home Savings. Copies of the Merger Agreement and the press
release announcing the execution of the Merger Agreement are attached and incorporated herein by
reference.
PVF Capital shareholders will receive for each PVF Capital share owned $18.50 in cash, 1.852 shares
of United Community common stock, or a combination of $9.25 cash and 0.926 shares of United
Community common stock, subject to the requirement that 50% of PVF Capitals outstanding shares
will be paid in stock and 50% in cash, via a pro ration formula described in the Merger Agreement.
The consummation of the merger is subject to several closing conditions and obtaining regulatory
approval and approval of PVF Capitals and United Communitys shareholders.
United Community will be filing a Registration Statement on Form S-4 concerning the merger with the
SEC, which will include the joint proxy statement that will be mailed to PVF Capital Corp.s and
United Communitys 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 SECs 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, PVF Capital Corp. 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 SECs 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 PVF Capital
Corp. may be obtained through the SECs website from the definitive proxy statement filed by PVF
Capital Corp. 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.
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Exhibit |
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Number |
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Description |
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2
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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 July 24, 2007.
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Included herewith. |
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99
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Press Release of United Community dated July 24, 2007.
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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.
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UNITED COMMUNITY FINANCIAL CORP.
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By: |
/s/ Patrick A. Kelly
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Patrick A. Kelly |
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Chief Financial Officer |
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Date: July 25, 2007