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): January 24, 2002
POTTERS FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
OHIO 0-27980 34-1817924
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(State or other (Commission File No.) (IRS Employer I.D. No.)
jurisdiction of
incorporation)
519 BROADWAY, EAST LIVERPOOL, OHIO 43920
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (330) 385-0770
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ITEM 5. OTHER EVENTS.
On January 25, 2002, Potters Financial Corporation ("PFC") issued a press
release stating as follows:
NEWS RELEASE
FOR IMMEDIATE RELEASE
POTTERS FINANCIAL CORPORATION SHAREHOLDERS APPROVE MERGER;
BOARD DECLARES DIVIDEND
EAST LIVERPOOL, OH January 25, 2002 -- Edward L. Baumgardner, President and CEO
of Potters Financial Corporation ("PFC"), has announced that at a Special
Meeting of Shareholders, held January 24, 2002, shareholders of PFC
overwhelmingly approved the agreement and plan of merger between PFC and United
Community Financial Corp. of Youngstown, Ohio. The companies are currently
awaiting regulatory approval. The closing is expected to take place before the
end of the first quarter of 2002 if all required approvals are received timely,
although no assurance can be provided that the transaction will be closed.
Under the terms of the agreement and plan of merger, PFC shareholders will
receive $22.00 for each share owned. The total market value of the deal is
approximately $23.5 million. Mr. Baumgardner stated, "This is a win-win
situation for PFC shareholders and Potters Bank customers. PFC shareholders will
receive a favorable price for their PFC shares, and Home Savings will offer our
customers a broader array of financial products and services, including internet
banking and additional commercial loan and consumer loan products."
At its regularly scheduled meeting after the Special Meeting of Shareholders,
the Board of Directors declared a quarterly dividend of $.12 per common share.
The dividend will be paid on February 25, 2002 to shareholders of record as of
February 6, 2002.
Certain matters disclosed herein may be deemed to be forward-looking statements
that involve risks and uncertainties, including a statement regarding the
expected closing date of the sale and the services to be offered by Home
Savings. Due to many factors, including regulatory application processing and
policy changes, customary conditions to closing, interest rates nationally and
locally and other competitive factors and strategies, results may differ
materially from those currently expected. Such forward-looking statements
represent PFC's judgment as of the current date. PFC disclaims, however, any
intent or obligation to update such forward-looking statements.
Potters Bank is a community banking organization providing financial products
and services through its three branch offices in and near East Liverpool, Ohio,
a full-service facility in Beaver, Pennsylvania and a loan production office in
Boardman, Ohio. Trading in PFC shares is conducted through The Nasdaq SmallCap
Market under the symbol "PTRS".
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Contact: Edward L. Baumgardner
Anne S. Myers (330) 385-0770 Website: www.pottersbank.com
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) and (b). Not applicable.
(c) Exhibits.
None.
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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.
POTTERS FINANCIAL CORPORATION
By: /s/ Edward L. Baumgardner
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Edward L. Baumgardner, President
Date: January 25, 2002
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