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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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
incorporation) File Number) Identification Number)
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
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Not Applicable
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(Former name or former address, if changes since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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 Industrial Bancorp, Inc. (Industrial
Bancorp), the holding company for The Industrial Savings and Loan Association
("Industrial Savings"), an Ohio-chartered savings and loan association, through
the merger of Home Savings' subsidiary, UCFC Acquisition Subsidiary, Inc. into
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 in cash 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
(a) Financial Statements of business acquired
The Registrant incorporates herein by this reference the Consolidated Financial
Statements and notes thereto of Industrial Bancorp, Inc. filed with the
Securities and Exchange Commission as a part of the Industrial Bancorp Annual
Report on Form 10-K for the year ended December 31, 2000 and as a part of the
Industrial Bancorp Quarterly Report on Form 10-Q for the quarter ended March 31,
2001 (Commission File No. 0-026248).
(b) Pro forma financial information
Unaudited Pro forma Consolidated Balance Sheet.........................B-1
Unaudited Pro forma Consolidated Statements of Income..................B-2
Notes to Unaudited Pro forma Consolidated Financial Statements.........B-4
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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.
23 Consent of Independent Auditors
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.
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: August 10, 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. *
23 Consent of Independent Auditors
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.