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Section 1: 8-K (8-K)

8-K

 

 

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): January 20, 2020

 

 

UNITED COMMUNITY FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 

 

 

OHIO   000-024399   34-1856319

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

 

(IRS Employer

I.D. No.)

275 West Federal Street, Youngstown, Ohio 44503-1203

(Address of principal executive offices) (Zip Code)

Registrant’s 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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Shares, no par value   UCFC  

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Section 8 — Other Events

 

Item 8.01    Other Events.

On January 20, 2020, United Community Financial Corp., an Ohio Corporation (“UCFC”), and First Defiance Financial Corp., an Ohio Corporation (“FDEF”), jointly announced the receipt of all required regulatory approvals for the previously announced proposed merger (the “Merger”) between UCFC and FDEF, pursuant to the Agreement and Plan of Merger, dated September 9, 2019, between UCFC and FDEF. The Merger is expected to close on January 31, 2020, subject to the satisfaction of customary closing conditions. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Cautionary Statements Regarding Forward-Looking Information

Certain statements contained in this communication which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections and benefits relating to the merger transaction between FDEF and UCFC, which are subject to numerous assumptions, risks and uncertainties. Words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, as well as similar expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Please refer to each of FDEF’s and UCFC’s Annual Report on Form 10-K for the year ended December 31, 2018, as well as their other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.

Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors disclosed in reports filed by FDEF and UCFC with the SEC, risks and uncertainties for FDEF, UCFC and the combined company include, but are not limited to: the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the risk that integration of UCFC’s operations with those of FDEF will be materially delayed or will be more costly or difficult than expected; the parties’ inability to meet expectations regarding the timing, completion and accounting and tax treatments of the merger; the failure to satisfy conditions to completion of the merger; the failure of the proposed merger to close for any other reason; diversion of management’s attention from ongoing business operations and opportunities due to the merger; the challenges of integrating and retaining key employees; the effect of the announcement of the merger on FDEF’s, UCFC’s or the combined company’s respective customer and employee relationships and operating results; the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; dilution caused by FDEF’s issuance of additional shares of FDEF common stock in connection with the merger; and general competitive, economic, political and market conditions and fluctuations. All forward-looking statements included in this filing are made as of the date hereof and are based on information available at the time of the filing. Except as required by law, neither FDEF nor UCFC assumes any obligation to update any forward-looking statement.

Section 9 — Financial Statements and Exhibits

 

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

 

99.1   

Joint press release of First Defiance Financial Corp. and United Community Financial Corp., dated January 20, 2020.

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

UNITED COMMUNITY FINANCIAL CORP.
By:  

/s/ Jude J. Nohra

Name:   Jude J. Nohra
Title:   General Counsel & Secretary

Date: January 21, 2020

 

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Section 2: EX-99.1 (EX-99.1)

EX-99.1

Exhibit 99.1

 

LOGO   

 

 

Contacts:

  

NEWS RELEASE

 

Donald P. Hileman

President and CEO

First Defiance Financial Corp.

(419) 782-5104

[email protected]

LOGO      

Gary M. Small

President and CEO

United Community Financial Corp.

(330) 742-0472

[email protected]

For Immediate Release

FIRST DEFIANCE FINANCIAL CORP. RECEIVES REGULATORY

APPROVAL FOR UNITED COMMUNITY FINANCIAL CORP. MERGER

DEFIANCE and YOUNGSTOWN, OHIO (January 20, 2020) – First Defiance Financial Corp. (Nasdaq: FDEF) (“First Defiance”), holding company of First Federal Bank of the Midwest (“First Federal Bank”), and United Community Financial Corp. (Nasdaq: UCFC) (“United Community”), holding company of Home Savings Bank (“Home Savings”), jointly announced today that approval has been received from the Federal Reserve Bank, the Federal Deposit Insurance Corp. and the Ohio Division of Financial Institutions (collectively, the “Regulatory Authorities”) for the merger of United Community with and into First Defiance, followed by the merger of Home Savings with and into First Federal Bank.

Immediately prior to the merger, First Defiance will convert from a Unitary Thrift Holding Company to a Bank Holding Company, and it has elected Financial Holding Company status, and First Federal Bank will convert from a Federal Savings Association to an Ohio-chartered commercial bank.

“We are pleased to have received all necessary shareholder approvals in mid-December and now to have received all required approvals from the Regulatory Authorities. We are progressing as planned, and we anticipate to close the transaction at the end of January,” stated Donald P. Hileman, President and CEO of First Defiance. “We are excited to bring together two organizations as a premier community bank with enhanced products, services and technology while honoring our commitment to superior customer service, personalized financial solutions and unwavering community support.”

First Defiance’s Board of Directors approved the selection of directors that will sit on the combined company’s board following the completion of the merger. The new board will consist of 13 members including John L. Bookmyer, current First Defiance Chairman, serving as Chairman of the Board until succession of Donald Hileman to Executive Chairman when he relinquishes his CEO role. John Bookmyer will serve on the board until he stands for reelection at the 2022 Annual Meeting of Shareholders. Richard J. Schiraldi, current United Community Chairman, will serve as Vice Chairman of the Board until he stands for reelection at the 2020 Annual Meeting of Shareholders. In addition to Bookmyer and Schiraldi, there will be 6 directors from First Defiance and 5 directors from United Community:

Current directors from United Community that will serve on the Board following the merger:

 

   

Marty E. Adams, who will serve until he stands for reelection at the 2021 Annual Meeting of Shareholders;

 

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Zahid Afzal, who will serve until he stands for reelection at the 2022 Annual Meeting of Shareholders;

 

   

Louis M. Altman, who will serve until he stands for reelection at the 2022 Annual Meeting of Shareholders;

 

   

Lee Burdman, who will serve until he stands for reelection at the 2020 Annual Meeting of Shareholders;

 

   

Gary M. Small, who will serve until he stands for reelection at the 2021 Annual Meeting of Shareholders.

Current directors from First Defiance that will serve on the Board following the merger:

 

   

Terri A. Bettinger, who will serve until she stands for reelection at the 2022 Annual Meeting of Shareholders;

 

   

Donald P. Hileman, who will serve until he stands for reelection at the 2021 Annual Meeting of Shareholders;

 

   

Jean A. Hubbard, who will serve until she stands for reelection at the 2020 Annual Meeting of Shareholders;

 

   

Charles D. Niehaus, who will serve until he stands for reelection at the 2020 Annual Meeting of Shareholders;

 

   

Mark A. Robison, who will serve until he stands for reelection at the 2020 Annual Meeting of Shareholders;

 

   

Samuel S. Strausbaugh, who will serve until he stands for reelection at the 2021 Annual Meeting of Shareholders.

The transaction was announced on September 9, 2019, and is expected to close on January 31, 2020, pending the satisfaction of all closing considerations. Customer account conversion is planned for early third quarter 2020.

About First Defiance Financial Corp.

First Defiance Financial Corp. (Nasdaq:FDEF), headquartered in Defiance, Ohio, is the holding company for First Federal Bank of the Midwest and First Insurance Group. First Federal Bank operates 44 full-service branches in northwest and central Ohio, southeast Michigan and northeast Indiana and a loan production office in Ann Arbor, Michigan. First Insurance Group is a full-service insurance agency with nine offices throughout northwest Ohio. For more information, visit the company’s website at www.fdef.com.

About United Community Financial Corp.

United Community Financial Corp. (Nasdaq: UCFC), headquartered in Youngstown, Ohio, is the holding company for Home Savings Bank and HSB Insurance, LLC, commonly referred to as James & Sons. Home Savings Bank, founded in 1889, is a wholly owned subsidiary of United Community, offering a full line of commercial, wealth management and consumer banking products and services with 33 retail banking offices (32 in Ohio and one in Pennsylvania). Home Savings also has residential mortgage loan centers servicing Ohio, West Virginia, western Pennsylvania, northern Kentucky, and eastern Indiana. Additional information about the United Community, including its products, services and banking locations is available at www.homesavings.com and ir.ucfconline.com.

 

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