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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 1, 2001
UNITED COMMUNITY FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Ohio 0-24399 34-1856319
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
275 Federal Plaza West, Youngstown, Ohio 44503-1203
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (330) 742-0500
Not Applicable
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(Former name or former, if changes since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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On July 1, 2001, United Community Financial Corp. ("United Community"), the
unitary savings and loan holding company of The Home Savings and Loan Company
("Home Savings") and Butler Wick Corp. headquartered in Youngstown, Ohio,
acquired all of the capital stock of The Industrial Savings and Loan Association
("Industrial Savings"), an Ohio-chartered savings and loan association, through
the merger of United Community's subsidiary, UCFC Acquisition Subsidiary, Inc.
into Industrial Savings' parent, Industrial Bancorp, Inc. ("Industrial
Bancorp"). Industrial Savings was then merged into Home Savings. The assets
acquired consisted principally of loans and securities. The consideration paid
was $20.375 per Industrial Bancorp share outstanding (4,284,751 shares). The
total consideration paid in the acquisition was approximately $87.3 million.
United Community is accounting for the acquisition as a purchase.
The sources of the consideration paid in the acquisition were cash from
operations of Home Savings and funds borrowed by it from the Federal Home Loan
Bank. The consideration paid was determined through negotiation with the Board
of Directors of Industrial Bancorp. A fairness opinion was rendered by the
investment bankers for Industrial Bancorp.
In connection with the acquisition, David M. Windau, former President and Chief
Executive Officer of Industrial, joined the Board of Directors of Home Savings.
In connection with the acquisition, Home Savings will acquire all of the
equipment and other physical property of Industrial Bancorp. Home Savings
intends to continue to use the assets acquired in this transaction in the manner
utilized by Industrial prior to the acquisition.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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The exhibits listed below are filed herewith or incorporated by reference.
2 Agreement and Plan of Merger by and among United Community
Financial Corp. and The Home Savings and Loan Company and
Industrial Bancorp, Inc. and The Industrial Savings and Loan
Association dated as of December 9, 2000 and Amended and
Restated as of January 30, 2001.
99 Text of Press Release dated July 2, 2001.
Exhibit 2 is incorporated by reference to Appendix A of the definitive proxy
statement of Industrial Bancorp, Inc. filed on Schedule 14A with the Securities
and Exchange Commission on March 2, 2001.
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Financial Information
It is impractical for Registrant to provide the financial statements and pro
forma financial information required by item 7 at this time. Registrant will
file such financial statements and pro forma financial information under cover
of Form 8-K/A no later than September 14, 2001.
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 hereunto duly authorized.
UNITED COMMUNITY FINANCIAL CORP.
Date: July 13, 2001 /S/ DOUGLAS M. MCKAY
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Douglas M. McKay, President
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INDEX TO EXHIBITS
Exhibit Number Description
2 Agreement and Plan of Merger by and
among United Community Financial Corp. and
The Home Savings and Loan Company and
Industrial Bancorp, Inc. and The
Industrial Savings and Loan Association
dated as of December 9, 2000 and Amended
and Restated as of January 30, 2001. *
99 Text of Press Release dated July 2, 2001.
* Exhibit 2 is incorporated by reference to Appendix A of the definitive proxy
statement of Industrial Bancorp, Inc. filed on Schedule 14A with the Securities
and Exchange Commission on March 2, 2001.