SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
Potters Financial Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined)
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
A letter in the following form will be mailed on or about December 17, 2001, to
the shareholders of Potters Financial Corporation
Potters Financial
Corporation
December 14, 2001
Dear Potters Financial Corporation Shareholder:
On or about December 6, 2001, we sent to you a Notice of Special
Meeting of Shareholders, a Proxy Statement and a proxy card for a Special
Meeting of Shareholders of Potters Financial Corporation to be held on January
24, 2002. The Special Meeting has been called for the purpose of submitting to
our shareholders a proposal to adopt the Agreement and Plan of Merger dated as
of September 5, 2001, by and among United Community Financial Corp., The Home
Savings and Loan Company of Youngstown, Ohio, Potters Financial Corporation and
Potters Bank, and to approve the transactions contemplated by the merger
agreement.
In the process of printing the Proxy Statement, pages 5 and 6 of the
merger agreement attached as Annex A to the Proxy Statement were omitted and
pages 5 and 6 of the text of the Proxy Statement were repeated in Annex A
instead.
We have enclosed a copy of the missing pages 5 and 6 of the merger
agreement and apologize for any confusion or inconvenience!
If you have any questions or need another proxy card and envelope to
return your proxy card, please contact Tammy May or Beverly Neer by calling
1-330-385-0770 or 1-800-685-0761 or write to us at the address at the bottom of
this letter. Please allow enough time before the January 24, 2002, meeting date
for us to respond.
Sincerely,
By: /s/ Edward L. Baumgardner
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Edward L. Baumgardner
its President and Chief Executive Officer
519 Broadway. P.O. Box 1028. East Liverpool. Ohio. 43920 Phone. 330-385-0770 or
800-685-0761. Fax. 330-385-3508
"Subsidiary" and "Significant Subsidiary" shall have the meanings set
forth in Rule 1-02 of Regulation S-X of the SEC.
"Surviving Corporation" shall mean Seller after the Corporate Merger.
"Surviving Corporation Common Stock" shall mean the shares of common
stock of the Surviving Corporation.
"Takeover Proposal" shall have the meaning set forth in Section 7.2
hereof.
"Termination Event" shall have the meaning set forth in Section 7.2
hereof.
ARTICLE II
THE MERGER
2.1 THE CORPORATE MERGER AND SUBSEQUENT EVENTS
(a) Subject to the terms and conditions of this Agreement, at the
Effective Time, Merger Sub shall be merged into Seller in accordance with the
provisions of Section 1701.78 of the OGCL and the Plan of Corporate Merger,
attached hereto as Exhibit A, and the separate corporate existence of Merger Sub
shall cease. Seller shall be the Surviving Corporation of the Corporate Merger,
and shall continue its corporate existence under the laws of the State of Ohio.
The name of the Surviving Corporation shall be as stated in the Articles of
Incorporation of Seller immediately prior to the Effective Time. Immediately
following the Corporate Merger, Buyer shall cause the Liquidation and the Bank
Merger to be completed.
(b) The Articles of Incorporation and Code of Regulations of Seller as
in effect immediately prior to the Effective Time shall be the Articles of
Incorporation and Code of Regulations of the Surviving Corporation.
(c) The directors and officers of Merger Sub immediately prior to the
Effective Time shall be the directors and officers of the Surviving Corporation.
2.2 EFFECTIVE TIME; CLOSING
The Corporate Merger shall become effective at the Effective Time. The
Certificate of Merger shall be filed on the date of the Closing or on such date
following the Closing as is mutually agreed upon by the Parties.
2.3 TREATMENT OF CAPITAL STOCK
Subject to the provisions of this Agreement, at the Effective Time,
automatically by virtue of the Corporate Merger and without any action on the
part of any shareholder:
(a) each outstanding share of Merger Sub Common Stock shall
automatically convert into a share of Surviving Corporation Common Stock;
(b) each share of Buyer's common stock shall continue unchanged as the
same share of Buyer's common stock; and
(c) each share of Seller Common Stock issued and outstanding
immediately prior to the Effective Time (other than Dissenting Shares) shall, as
a result of the Corporate Merger and without any action of any kind by any
person or entity, be cancelled and extinguished in consideration and exchange
for the right to receive from Buyer the Per Share Merger Consideration;
provided, however, that each share of Seller Common Stock which is owned
beneficially or of record by Seller (including treasury shares) or Buyer or any
of their respective Subsidiaries (other than shares held in a fiduciary capacity
for the benefit of third parties or as a result of debts previously
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contracted) shall be cancelled and extinguished without consideration or
conversion, including all unawarded shares of Seller Common Stock held under
Seller's Recognition and Retention Plan.
2.4 SHAREHOLDER RIGHTS; STOCK TRANSFERS
At the Effective Time, holders of Seller Common Stock shall cease to
be, and shall have no rights as, shareholders of Seller, other than to receive
the Per Share Merger Consideration for each share of Seller Common Stock held.
After the Effective Time, there shall be no transfers on the stock transfer
books of Seller or the Surviving Corporation of shares of Seller Common Stock
and if Certificates are presented for transfer after the Effective Time, they
shall be delivered to Buyer, Buyer Bank or the Exchange Agent for cancellation
against delivery of the Per Share Merger Consideration. No interest shall be
paid on the Per Share Merger Consideration.
2.5 OPTIONS AND RESTRICTED STOCK
At the Effective Time, each of the Seller Options shall be cancelled
and extinguished in consideration and exchange for the right to receive a cash
payment from Seller equal to the difference between (a) the product of (i) the
difference between the Per Share Merger Consideration and the exercise price per
share of such Seller Option, multiplied by (ii) the number of shares of Seller
Common Stock subject to the Seller Option, less (b) applicable federal and state
tax withholding obligations of the Optionee ("Cash-out"). Such Cash-out shall be
paid as of the Effective Time by Seller to the Optionee following receipt by
Seller of a cancellation agreement ("Option Cancellation Agreement"), acceptable
to Buyer in form, delivered by the Optionee to Seller. At the Effective Time,
each awarded but unearned share of Seller RRP Stock under Seller's Recognition
and Retention Plan shall be cancelled and extinguished in consideration and
exchange for (a) the right to receive a cash payment from Seller equal to the
Per Share Merger Consideration, multiplied by the number of awarded but unearned
shares of Seller RRP Stock, plus (b) any accrued, but undistributed dividend
income associated with such RRP Stock, less (c) applicable federal and state tax
withholding obligations of each participant under the Seller's Recognition and
Retention Plan ("RRP Cash-out"). Such RRP Cash-out shall be paid as of the
Effective Time by Seller to the participant following receipt by Seller of a
cancellation agreement ("Restricted Stock Cancellation Agreement"), acceptable
to Buyer in form, delivered by the participant to Seller.
2.6 EXCHANGE PROCEDURES
(a) No later than five business days following the Effective Time,
Buyer or Buyer Bank shall cause the Exchange Agent to mail or make available to
each holder of record of any Certificate a notice and letter of transmittal
disclosing the effectiveness of the Corporate Merger and the procedure for
exchanging Certificates for the Per Share Merger Consideration. Such letter of
transmittal shall specify that delivery shall be effected and risk of loss and
title shall pass only upon proper delivery of Certificates to the Exchange
Agent.
(b) At the Effective Time, Buyer Bank shall make available to the
Exchange Agent an amount of cash sufficient to make payment of the Per Share
Merger Consideration for each outstanding share of Seller Common Stock.
(c) Each holder of any outstanding Certificate (other than holders of
Dissenting Shares) who surrenders such Certificate to the Exchange Agent will,
upon acceptance thereof by the Exchange Agent, be entitled to receive from
Buyer, Buyer Bank or the Exchange Agent the Per Share Merger Consideration for
each share represented by such Certificate. The Exchange Agent shall accept
Certificates upon compliance with such reasonable terms and conditions as the
Exchange Agent may impose to effect an orderly exchange in accordance with
normal exchange practices. Each outstanding Certificate which is not surrendered
to the Exchange Agent shall, except as otherwise herein provided, evidence
ownership of only the right to receive the Per Share Merger Consideration for
each share represented by such Certificate.
(d) The Exchange Agent shall not be obligated to deliver the Per Share
Merger Consideration until the holder surrenders a Certificate as provided in
this Section 2.6, or, in default thereof, an appropriate affidavit of loss and
indemnity agreement and/or a bond as may be required in each case by the
Exchange Agent. If any check is to be issued in a name other than that in which
the Certificate is registered, it shall be a condition of the issuance thereof
that the Certificate so surrendered shall be properly endorsed or accompanied by
an executed form of
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