UNITED COMMUNITY FINANCIAL CORP. (NASDAQ:UCFC) Files An 8-K Completion of Acquisition or Disposition of Assets

UNITED COMMUNITY FINANCIAL CORP. (NASDAQ:UCFC) Files An 8-K Completion of Acquisition or Disposition of Assets

Item 2.01 (Completion of Acquisition or Disposition of Assets) to
Item 8.01 (Other Matters), and (ii)amend Item 9.01 by removing
the references the financial statements and pro forma financial
information, which the Company has determined are not required.

Section5 Corporate Governance and Management

Item5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

This Item 5.02 should be read together with the Item 8.01
(below).

(d) to the Merger Agreement and upon the closing of the Merger
(or January31, 2017), the Board of Directors of the Company and
Home Savings, elected Louis M. Altman, to serve as a director of
the Company and Home Savings. Mr.Altman was appointed to fill a
newly created vacancy upon the Board when the Board increased the
size of the Board to ten (10)directors. Mr.Altmans term will
expire in 2019. Mr.Altman will serve on the newly created Trust
Committee of the Home Savings Board, and the Company and Home
Savings Board will consider Mr.Altmans other Board Committee
appointments at its meeting in March 2017. Mr.Altmans
compensation as a director shall be subject to the Companys
customary terms of directors retainer fees and awards, as
described in the Companys proxy statement under the section,
Director Compensation.

Mr.Altman, owns a 13.50% interest in a limited liability company
that leases a branch to Home Savings, and he also owns a 1/3
interest in a limited liability company that leases a loan
origination and operations center to Home Savings. Mr.Altmans
father owns a 73.00% and 1/3 interest in each of such limited
liability companies, respectively, and Mr.Altmans brother owns a
13.50% and 1/3 interest in each of such limited liability
companies, respectively. In 2016 and January 2017, before the two
properties were acquired in the Merger, Home Savings predecessor,
PBT, made lease payments to the limited liability companies in
the aggregate of $142,477. The lease term for the branch runs to
September30, 2030 and the rental payment is $8,512 per month, and
for the loan origination and operations center, the lease term
runs to April30, 2018 and the rental payment is $3,361.11 per
month. Each lease also includes customary common area maintenance
charges, including, but not limited to insurance, real estate
taxes and maintenance costs and expenses. Since January1, 2016,
the aggregate of all monthly lease payments due under both leases
through each initial term as stated above is equal to
approximately $1,600,735.

Section8 Other Events

Item8.01

Other Events

Effective as of 6:00 p.m. on January31, 2017, United Community
Financial Corp. (the Company) completed its acquisition of Ohio
Legacy Corp. (OLCB) to the terms and conditions of the Agreement
and Plan of Merger, dated as of September8, 2016, by and among
OLCB, Premier Bank Trust, OLCBs wholly owned subsidiary bank
(PBT), The Home Savings and Loan Company of Youngstown, Ohio, the
Companys wholly owned subsidiary bank (HSL) and the Company (the
Merger Agreement). to the terms of the Merger Agreement, OLCB was
merged with and into the Company (the Merger). Immediately
following the Merger, HSL was merged with and into PBT (the Bank
Merger), and PBT changed its name to Home Savings Bank (Home
Savings).

As a result of the Merger and in accordance with the terms of the
Merger Agreement, each preferred shareholder of OLCB was deemed
to have been converted into OLCB common shares. Each OLCB common
share was converted into the right to receive either $18.00 in
cash or 2.736 UCFC common shares, subject to certain allocation
procedures set forth in the Merger Agreement that ensured that
50% of OLCBs common shares outstanding were converted into UCFC
common shares and 50% of OLCBs common shares outstanding received
the cash consideration. The Company issued cash in lieu of
issuing fractional shares. The foregoing description of the
Merger Agreement does not purport to be complete and is qualified
in its entirety by reference to the Merger Agreement, which is
incorporated herein by reference.

OLCB preferred and common shareholders submitted elections forms
that required the Company to allocate the number of UCFC common
shares issued in the Merger. After considering the deemed
conversion of OLCBs preferred shares, there were a total of
2,217,591.10 Ohio Legacy common shares eligible to be converted
into cash and UCFC common shares. OLCB shareholders submitted
elections to convert (or deemed to convert) up to 1,479,725.25
OLCB common shares into UCFC common shares, and only 660,213.114
OLCB common shares into cash. Accordingly, there was a shortfall
of 448,582.43 OLCB shares that were required to be converted into
the right to receive cash, instead of UCFC common shares,
resulting in a reduction to those shareholders electing to
receive all stock by 25.07%. There also were 77,652.74
non-election OLCB shares, which will receive all cash because of
the over-election of UCFC Common shares in accordance with the
terms and conditions of the Merger Agreement.

After the allocation procedures are applied to the elections and
non-election shares as described above, the Company will issue
3,033,604 UCFC common shares and pay $19,958,724.19 to OLCB
shareholders as a result of the Merger.

On January31, 2017, the Company issued a press release announcing
the completion of the merger and the election of Mr.Altman to the
Board of Directors of the Company and Home Savings. The press
release is furnished herein, as part of this Item8.01, as Exhibit
99.1. to General Instruction B.2 of Current Report on Form 8-K,
the information in this Item8.01 and Exhibit 99.1 shall not be
deemed to be filed for purposes of Section18 of the

Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liability of that section.
Furthermore, the information in this Item8.01 and Exhibit 99.1
shall not be deemed to be incorporated by reference into the
filings of the Company under the Securities Act of 1933, as
amended, or the Exchange Act, except as may be expressly set
forth by specific reference in such filing.

Section9 Financial Statements and Exhibits

Item9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit Number		Description
2.1		Agreement and Plan of Merger by and among United Community Financial Corp., The Home Savings and Loan Company of Youngstown, Ohio, Ohio Legacy Corp. and Premier Bank Trust, dated as of September8, 2016 (filed as Exhibit 2.1 to the Company s Quarterly Report on Form 10-Q filed on November8, 2016 (File No.000-24399))*
99.1		Press Release dated January31, 2017 (filed as Exhibit 99.1 to the Companys Current Report on Form 8-K filed on February6, 2017)

*	Schedules and exhibits have been omitted to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementary copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.

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.

Date: April10, 2017

Exhibit Index

Exhibit Number		Description
2.1		Agreement and Plan of Merger by and among United Community Financial Corp., The Home Savings and Loan Company of Youngstown, Ohio, Ohio Legacy Corp. and Premier Bank Trust, dated as of September8, 2016 (filed as Exhibit 2.1 to the Company s Quarterly Report on Form 10-Q filed on November8, 2016 (File No.000-24399))*
99.1		Press Release dated January31, 2017 (filed as Exhibit 99.1 to the Companys Current Report on Form 8-K filed on February6, 2017)

*	Schedules and exhibits have been omitted

About UNITED COMMUNITY FINANCIAL CORP. (NASDAQ:UCFC)
United Community Financial Corp. is a unitary thrift holding company for The Home Savings and Loan Company of Youngstown, Ohio (the Bank). The Bank operates through banking services segment. The Bank conducts its business through over 30 retail banking offices and loan production centers located throughout Ohio and western Pennsylvania. The Bank is engaged in the origination of mortgage loans, including construction loans on residential and nonresidential real estate located in Home Savings’ primary market area, which consists of Ashland, Columbiana, Cuyahoga, Erie, Franklin, Geauga, Huron, Lake, Mahoning, Portage, Richland, Stark, Summit and Trumbull Counties in Ohio and Allegheny and Beaver Counties in Pennsylvania. In addition to real estate lending, the Bank originates commercial loans and consumer loans. UNITED COMMUNITY FINANCIAL CORP. (NASDAQ:UCFC) Recent Trading Information
UNITED COMMUNITY FINANCIAL CORP. (NASDAQ:UCFC) closed its last trading session down -0.07 at 8.15 with 35,615 shares trading hands.