<PAGE>
Registration No. 333-
---------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-----------------------
UNITED COMMUNITY FINANCIAL CORP.
-------------------------------------------------------
(Exact name of registrant as specified in its Articles)
Ohio 34-1856319
- ---------------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
275 Federal Plaza West
Youngstown, Ohio 44503-1203
- ---------------------------------------- ------------------------------------
(Address of Principal Executive Offices) (Zip Code)
United Community Financial Corp.
Recognition and Retention Plan and Trust Agreement
--------------------------------------------------
(Full title of the plan)
Douglas M. McKay, President
United Community Financial Corp.
275 Federal Plaza West
Youngstown, Ohio 44503-1203
---------------------------------------
(Name and address of agent for service)
(330) 742-0500
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate offering registration
be registered registered per share price fee
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,388,625 $12.125 $16,837,078 $4,681
without
par value
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, filed with the Securities and Exchange Commission
(the Commission) on March 31, 1999, the Registrant's Quarterly Reports on
Form 10-Q for the periods ended March 31, 1999, and June 30, 1999, filed with
the Commission on May 14, 1999, and August 13, 1999, respetively and all
documents filed with the Commission pursuant to the requirements of Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 (Exchange Act) since
March 31, 1999, are hereby incorporated by reference.
The description of the Registrant's common stock contained in
Registrant's Registration Statement on Form S-1 (File No. 333-47957), filed
with the Commission on March 13, 1998, is hereby incorporated by reference.
Any definitive Proxy Statement or Information Statement filed
pursuant to Section 14 of the Exchange Act and all documents which may be
filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date hereof prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
also be deemed to be incorporated herein by reference and to be made a part
hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
A. Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by a corporation and provides as follows:
(E)(1) A corporation may indemnify or agree to indemnify any person
who was or is a party or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, other than an action by
or in the right of the corporation, by reason of the fact that he is or was
a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, or agent of another corporation, domestic or foreign, nonprofit
or for profit, partnership, joint venture, trust,
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<PAGE>
or other enterprise, against expenses, including attorney's fees,
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding if
he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit,
or proceeding by judgment, order, settlement, or conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding,
he had reasonable cause to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any person
who was or is a party or is threatened to be made a party, to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee, or agent of the corporation,
or is or was serving at the request of the corporation as a director,
trustee, officer, employee or agent of another corporation, domestic or
foreign, nonprofit or for profit, partnership, joint venture, trust, or
other enterprise, against expenses, including attorney's fees, actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made in respect of any of the
following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless, and only to the extent that
the court of common pleas or the court in which such action or suit
was brought determines upon application that, despite the
adjudication of liability, but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity
for such expenses as the court of common pleas or such other court
shall deem proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the Revised
Code.
(3) To the extent that a director, trustee, officer, employee, or
agent has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in divisions (E)(1) and (2) of this
section, or in defense of any claim, issue, or matter therein, he shall be
indemnified against expenses, including attorney's fees, actually and
reasonably incurred by him in connection with the action, suit, or
proceeding.
(4) Any indemnification under divisions (E)(1) and (2) of this
section, unless ordered by a court, shall be made by the corporation only
as authorized in the specific case upon a determination that
indemnification of the director, trustee, officer, employee, or agent is
proper in the circumstances because he has met the applicable standard of
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<PAGE>
conduct set forth in divisions (E)(1) and (2) of this section. Such
determination shall be made as follows:
(a) By a majority vote of a quorum consisting of directors
of the indemnifying corporation who were not and are not parties
to or threatened with any such action, suit, or proceeding;
(b) If the quorum described in division (E)(4)(a) of this
section is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm having
associated with it an attorney, who has been retained by or who has
performed services for the corporation or any person to be
indemnified within the past five years;
(c) By the shareholders; or
(d) By the court of common pleas or the court in which such
action, suit, or proceeding was brought.
Any determination made by the disinterested directors under division
(E)(4)(a) or by independent legal Counsel under division (E)(4)(b) of this
section shall be promptly communicated to the person who threatened or
brought the action or suit by or in the right of the corporation under
division (E)(2) of this section, and within ten days after receipt of such
notification, such person shall have the right to petition the court of
common pleas or the court in which action or suit was brought to review the
reasonableness of such determination.
(5)(a) Unless at the time of a director's act or omission that is the
subject of an action, suit, or proceeding referred to in divisions (E)(1)
and (2) of this section, the articles or the regulations of a corporation
state by specific reference to this division that the provisions of this
division do not apply to the corporation and unless the only liability
asserted against a director in an action, suit, or proceeding referred to
in divisions (E)(1) and (2) of this section is pursuant to section 1701.95
of the Revised Code, expenses, including attorney's fees, incurred by a
director in defending the action, suit, or proceeding shall be paid by the
corporation as they are incurred, in advance of the final disposition of
the action, suit, or proceeding upon receipt of an undertaking by or on
behalf of the director in which he agrees to do both of the following:
(i) Repay such amount if it is proved by clear and
convincing evidence in a court of competent jurisdiction that
his action or failure to act involved an act or omission
undertaken with deliberate intent to cause injury to the
corporation or undertaken with reckless disregard for the best
interests of the corporation;
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<PAGE>
(ii) Reasonably cooperate with the corporation
concerning the action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a
director, trustee, officer, employee, or agent in defending any
action, suit, or proceeding referred to in divisions (E)(1) and (2)
of this section, may be paid by the corporation as they are incurred,
in advance of the final disposition of the action, suit, or
proceeding as authorized by the directors in the specific case upon
receipt of an undertaking by or on behalf of the director, trustee,
officer, employee, or agent to repay such amount, if it ultimately
is determined that he is not entitled to be indemnified by the
corporation.
(6) The indemnification authorized by this section shall not be
exclusive of, and shall be in addition to, any other rights granted to
those seeking indemnification under the articles of the regulations or any
agreement, vote of shareholders or disinterested directors, or otherwise,
both as to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who
has ceased to be a director, trustee, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.
(7) A corporation may purchase and maintain insurance or furnish
similar protection, including but not limited to trust funds, letters of
credit, or self-insurance, on behalf of or for any person who is or was a
director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, or agent of another corporation, domestic or foreign, nonprofit
or profit, partnership, joint venture, trust, or other enterprise, against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under this section. Insurance may be purchased from or maintained with a
person in which the corporation has a financial interest.
(8) The authority of a corporation to indemnify persons pursuant
to divisions (E)(1) and (2) of this section does not limit the payment
of expenses as they are incurred, indemnification, insurance, or other
protection that may be provided pursuant to divisions (E)(5), (6), and (7)
of this section. Divisions (E)(1) and (2) of this section do not create
any obligation to repay or return payments made by the corporation pursuant
to division (E)(5), (6), or (7).
(9) As used in this division, references to "corporation" includes
all constituent corporations in a consolidation or merger and the new or
surviving corporation, so that any person who is or was a director,
officer, employee, or agent of such a constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
trustee, officer, employee, or agent of another corporation, domestic or
foreign, nonprofit or for profit, partnership, joint venture, trust, or
other enterprise, shall stand in the same position under this section with
respect to the new or
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<PAGE>
surviving corporation as he would if he had served the new or surviving
corporation in the same capacity.
B. Article Five of the Registrant's regulations governs
indemnification by Registrant and provides as follows:
SECTION 5.01. MANDATORY INDEMNIFICATION. The corporation shall
indemnify any officer or director of the corporation who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including, without limitation, any action threatened or
instituted by or in the right of the corporation), by reason of the fact
that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee or agent of another corporation
(domestic or foreign, nonprofit or for profit), partnership, joint venture,
trust or other enterprise, against expenses (including, without limitation,
attorneys' fees, filing fees, court reporters' fees and transcript costs),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, he had no reasonable cause to believe his
conduct was unlawful. A person claiming indemnification under this Section
5.01 shall be presumed, in respect of any act or omission giving rise to
such claim for indemnification, to have acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal matter, to have had no
reasonable cause to believe his conduct was unlawful, and the termination
of any action, suit or proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself, rebut such presumption.
SECTION 5.02. COURT-APPROVED INDEMNIFICATION. Anything contained in
the Regulations or elsewhere to the contrary notwithstanding:
(A) the corporation shall not indemnify any officer or director of
the corporation who was a party to any completed action or suit instituted
by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the Corporation
as a director, trustee, officer, employee or agent of the corporation
(domestic or foreign, nonprofit or for profit), partnership, joint venture,
trust or other enterprise, in respect of any claim, issue or matter
asserted in such action or suit as to which he shall have been adjudged
liable for acting with reckless disregard for the best interests of the
corporation or misconduct (other than negligence) in the performance of his
duty to the corporation unless and only to the extent that the Court of
Common Pleas of Mahoning County, Ohio or the court in which such action or
suit was brought shall determine upon application that, despite such
adjudication or liability, and in view of all the circumstances of the
case, he is fairly and reasonably entitled to such indemnity as such Court
of Common Pleas or such other court shall deem proper; and
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<PAGE>
(B) the corporation shall promptly make any such unpaid
indemnification as is determined by a court to be proper as contemplated
by this Section 5.02.
SECTION 5.03. INDEMNIFICATION FOR EXPENSES. Anything contained in
the Articles, the Regulations or elsewhere to the contrary notwithstanding,
to the extent that an officer or director of the corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 5.01, or in defense of any claim, issue
or matter therein, he shall be promptly indemnified by the corporation
against expenses (including, without limitation, attorneys' fees, filing
fees, court reporters' fees and transcript costs) actually and reasonably
incurred by him in connection therewith.
SECTION 5.04. DETERMINATION REQUIRED. Any indemnification required
under Section 5.01 and not precluded under Section 5.02 shall be made by
the corporation only upon a determination that such indemnification of the
officer or director is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 5.01. Such
determination may be made only (A) by a majority vote of a quorum
consisting of directors of the corporation who were not and are not parties
to, or threatened with, any such action, suit or proceeding, or (B) if such
a quorum is not obtainable or if a majority of a quorum of disinterested
directors so directs, in a written opinion by independent legal counsel
other than an attorney, or a firm having associated with it any attorney,
who has been retained by or who has performed legal services for the
corporation, or any person to be indemnified, within the past five years,
or (C) by the shareholders, or (D) by the Court of Common Pleas of Mahoning
County, Ohio or (if the corporation is a party thereto) the court in which
such action, suit or proceeding was brought, if any; any such determination
may be made by a court under division (D) of this Section 5.04 at any time,
including, without limitation, any time before, during or after the time
when any such determination may be requested of, be under consideration by
or have been denied or disregarded by the disinterested directors under
division (A) or by independent legal counsel under division (B) or by the
shareholders under division (C) of this Section 5.04; and no failure for
any reason to make any such determination, and no decision for any reason
to deny any such determination, by the disinterested directors under
division (A) or by independent legal counsel under division (B) or by
shareholders under division (C) of this Section 5.04 shall be evidence in
rebuttal of the presumption recited in Section 5.01. Any determination
made by the disinterested directors under division (A) or by independent
legal counsel under division (B) of this Section 5.04 to make
indemnification in respect of any claim, issue or matter asserted in an
action or suit threatened or brought by or in the right of the corporation
shall be promptly communicated to the person who threatened or brought such
action or suit, and within ten (10) days after receipt of such notification
such person shall have the right to petition the Court of Common Pleas of
Mahoning County, Ohio or the court in which such action or suit was
brought, if any, to review the reasonableness of such determination.
SECTION 5.05. ADVANCES FOR EXPENSES. Expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and
transcript costs) incurred in defending
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<PAGE>
any action, suit or proceeding referred to in Section 5.01 shall be paid
by the corporation in advance of the final disposition of such action,
suit or proceeding to or on behalf of the officer or director promptly
as such expenses are incurred by him, but only if such officer or
director shall first agree, in writing, to repay all amounts so paid in
respect of any claim, issue or other matter asserted in such action,
suit or proceeding in defense of which he shall not have been successful
on the merits or otherwise:
(A) if it shall ultimately be determined as provided in Section
5.04 that he is not entitled to be indemnified by the corporation as
provided under Section 5.01; or
(B) if, in respect of any claim, issue or other matter asserted by
or in the right of the corporation in such action or suit, he shall have
been adjudged to be liable for acting with reckless disregard for the best
interests of the corporation or misconduct (other than negligence) in the
performance of his duty to the corporation, unless and only to the extent
that the Court of Common Pleas of Mahoning County, Ohio or the court in
which such action or suit was brought shall determine upon application
that, despite such adjudication of liability, and in view of all the
circumstances, he is fairly and reasonably entitled to all or part of such
indemnification.
SECTION 5.06. ARTICLE FIVE NOT EXCLUSIVE. The indemnification
provided by this Article Five shall not be deemed of, any other rights to
which any person seeking indemnification may be entitled under the Articles
or the Regulations or any agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in his official capacity and as
to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be an officer or director of the
corporation and shall inure to the benefit of the heirs, executors, and
administrators of such person.
SECTION 5.07. INSURANCE. The corporation may purchase and maintain
insurance, on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, trustee, officer, employee or agent of
another corporation (domestic or foreign, nonprofit or for profit),
partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would
have the obligation or the power to indemnify him against such liability
under the provisions of this Article Five.
SECTION 5.08. CERTAIN DEFINITIONS. For purposes of this Article
Five, and as examples and not by way of limitation:
(A) A person claiming indemnification under this Article Five shall
be deemed to have been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Section 5.01, or in defense
of any claim, issue or other matter therein, if such action, suit or
proceeding shall be terminated as to such person, with or without
prejudice, without the entry of a judgment or order against him, without a
conviction of him, without the imposition of a fine upon him and without
his payment or
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<PAGE>
agreement to pay any amount in settlement thereof (whether or not any
such termination is based upon a judicial or other determination of the
lack of merit of the claims made against him or otherwise results in a
vindication of him); and
(B) References to an "other enterprise" shall include employee
benefit plans; references to a "fine" shall include any excise taxes
assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer,
employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and
in a manner he reasonably believed to be in the best interests of the
participants and beneficiaries of any employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
Corporation" within the meaning of that term as used in this Article Five.
SECTION 5.09. VENUE. Any action, suit or proceeding to determine a
claim for indemnification under this Article Five may be maintained by the
person claiming such indemnification, or by the corporation, in the Court
of Common Pleas of Mahoning County, Ohio. The corporation and (by claiming
such indemnification) each such person consent to the exercise of
jurisdiction over its or his person by the Court of Common Pleas of
Mahoning County, Ohio in any such action, suit or proceeding.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See the Exhibit Index attached hereto.
ITEM 9. UNDERTAKINGS.
A. Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the registration
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<PAGE>
statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities
offered (if the total dollar value of securities
offered would not exceed that which was
registered) and any deviation from the low or
high end of the estimated maximum offering range
may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and
price represent no more than a 20% change in the
maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in the registration statement or any material
change to such information in the registration
statement;
PROVIDED, HOWEVER, That paragraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the
registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
with or furnished to the Commission by the
Registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934, that are
incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
B. Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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<PAGE>
C. Insofar as indemnification for liabilities arising under the Act,
as amended may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Youngstown, State of
Ohio, on August 19, 1999.
UNITED COMMUNITY FINANCIAL CORP.
By: /s/ Douglas M. McKay
---------------------------
Douglas M. McKay, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and as of the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Patrick A. Kelly Treasurer August 19, 1999
- ---------------------------
Patrick A. Kelly
/s/ Richard M. Barrett Director August 19, 1999
- ---------------------------
Richard M. Barrett
/s/ Thomas J. Cavalier Director August 19, 1999
- ---------------------------
Thomas J. Cavalier
/s/ Douglas M. McKay Director , President and
- --------------------------- Chief Executive Officer August 19, 1999
Douglas M. McKay
/s/ Herbert F. Schuler, Sr. Director August 19, 1999
- ---------------------------
Herbert F. Schuler, Sr.
/s/ Donald J. Varner Director August 19, 1999
- ---------------------------
Donald J. Varner
/s/ John F. Zimmerman Director August 19, 1999
- ---------------------------
John F. Zimmerman
</TABLE>
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Location
- ----------- ----------- --------
<S> <C> <C>
4(a) United Community Financial Corp. Included herewith.
Recognition and Retention Plan and
Trust Agreement
4(b) Articles of Incorporation Incorporated by reference to the
Registration Statement on Form S-1
filed by the Registrant on March 13,
1998 (the S-1) with the Commission,
Exhibit 3.1
4(c) Amended Code of Regulations Incorporated by reference to the
Form 10-K filed by the Registrant
with the Commission for the fiscal
year ended December 31, 1998, on
March 31, 1999, Exhibit 3.2.
5 Opinion of Vorys, Sater, Seymour and Included herewith.
Pease LLP as to legality
23(a) Consent of Deloitte & Touche LLP Included herewith.
23(b) Consent of Vorys, Sater, Seymour and Included herewith in Exhibit 5.
Pease LLP
</TABLE>
<PAGE>
EXHIBIT 4(A)
UNITED COMMUNITY FINANCIAL CORP.
RECOGNITION AND RETENTION PLAN
AND TRUST AGREEMENT
ARTICLE I
DEFINITIONS
The following words and phrases, when used in this Agreement with an
initial capital letter, shall have the meanings set forth below, unless the
context clearly indicates otherwise. Wherever appropriate, the masculine
pronoun shall include the feminine pronoun and the singular shall include the
plural:
1.01 "Agreement" means the United Community Financial Corp. Recognition
and Retention Plan and Trust Agreement.
1.02 "Award" means a right granted to a Director, a Director Emeritus
or an Employee under this Plan to receive Plan Shares.
1.03 "Beneficiary" means the person or persons designated by a
Recipient to receive any benefits payable under this Plan in the event of
such Recipient's death. Such person or persons shall be designated in
writing on forms provided for this purpose by the Board and may be changed
from time to time by similar written notice to the Board. In the absence of
a written designation, the Beneficiary shall be the Recipient's estate.
1.04 "Board" means the Board of Directors of the Corporation.
1.05 "Code" means the Internal Revenue Code of 1986, as amended.
1.06 "Committee" means the Recognition and Retention Plan Committee, if
any, appointed by the Board pursuant to Article III hereof.
1.07 "Common Shares" means common shares of the Corporation.
1.08 "Company" means The Home Savings and Loan Company of Youngstown,
Ohio.
1.09 "Corporation" means United Community Financial Corp.
1.10 "Director" means any person who is a member of the Board of
Directors of the Corporation, the Company or a Subsidiary.
1.11 "Director Emeritus" means any person who is a director emeritus of
the Corporation, the Company or a subsidiary.
1.12 "Employee" means any person who is employed by the Corporation,
the Company or a Subsidiary.
1.13 "OTS" means the Office of Thrift Supervision, Department of the
Treasury.
1.14 "Plan" means the Recognition and Retention Plan established by
this Agreement.
1.15 "Plan Shares" means the Common Shares held pursuant to the Trust
and which are awarded or issuable to a Recipient pursuant to the Plan.
<PAGE>
1.16 "Plan Share Reserve" means the Common Shares held by the Trustee
pursuant to Sections 4.02 and 4.03 of this Agreement and not yet subject to
Awards.
1.17 "Recipient" means any Director, Director Emeritus or Employee who
receives an Award under the Plan.
1.18 "Retirement" means the retirement of an Employee, a Director or a
Director Emeritus between ages 60 and 64 with 15 or more years of service to
the Corporation, the Company or a Subsidiary, or the retirement of an
Employee, a Director or a Director Emeritus at or after age 65.
1.19 "Subsidiaries" means subsidiaries of the Corporation or the
Company.
1.20 "Trust" means the trust established by this Agreement.
1.21 "Trustee(s)" means the person(s) or entity approved by the Board
to hold legal title to the Plan assets for the purposes set forth herein.
ARTICLE II
ESTABLISHMENT OF THE PLAN AND TRUST
2.01 The Corporation hereby establishes a Recognition and Retention
Plan and Trust upon the terms and subject to the conditions set forth in this
Agreement.
2.02 The Trustee hereby accepts the Trust and agrees to hold the Trust
assets existing on the date of this Agreement and all additions and
accretions thereto upon the terms and conditions of this Agreement.
2.03 The purpose of the Plan is to reward and retain Directors,
Directors Emeritus and Employees who are in key positions of responsibility
by providing such Directors, Directors Emeritus and Employees with an equity
interest in the Corporation as reasonable compensation for their
contributions to the Corporation, the Company and the Subsidiaries.
ARTICLE III
ADMINISTRATION OF THE PLAN
3.01 ROLE OF THE BOARD. The interpretation and construction by the
Board of any provisions of this Agreement or of any Award granted hereunder
shall be final, conclusive and binding. The Board may, in its discretion,
appoint a Committee to administer this Plan. The Committee shall report
actions and decisions with respect to the Plan to the Board upon request by
the Board.
3.02 LIMITATION ON LIABILITY. No member of the Board shall be liable
for any determination made in good faith with respect to the Plan or any Plan
Shares or Awards granted under the Plan. If a member of the Board is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of anything done or not done by such member in such
capacity under or with respect to this Plan, the Corporation shall indemnify
such member against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such
member in connection with such action, suit or proceeding if such member
acted in good faith and in a manner such member reasonably believed to be in
or not opposed to the best interests of the Corporation, the Company and the
Subsidiaries and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such member's conduct was unlawful.
<PAGE>
ARTICLE IV
CONTRIBUTIONS; PLAN SHARE RESERVE
4.01 AMOUNT AND TIMING OF CONTRIBUTIONS. The Board shall determine the
amounts (or the method of computing the amounts) to be contributed by the
Corporation to the Trust. No contributions to the Trust by Directors,
Directors Emeritus or Employees shall be permitted.
4.02 INVESTMENT OF TRUST ASSETS. Except as otherwise set forth in
Section 7.02 of this Agreement, the Trustee may invest all of the Trust's
assets, after providing for any required withholding as needed for tax
purposes, exclusively in Common Shares. Except as otherwise specified, the
Trust shall not purchase more than 1,388,625 Common Shares. The number of
Plan Shares may exceed 1,388,625 Common Shares, if earnings or other
distributions on Common Shares or other Plan assets are used to purchase
additional Common Shares. Any funds held by the Trust that are not used to
purchase Common Shares shall be invested by the Trustee in such
interest-bearing account or accounts at the Company or elsewhere or in such
other instruments or investments as the Trustee shall determine to be
appropriate.
4.03 EFFECT OF FORFEITURES. Any Plan Shares subject to an Award that
is forfeited by the Recipient pursuant to Section 6.01 of this Agreement
shall be returned to the Plan Share Reserve.
ARTICLE V
ELIGIBILITY; ALLOCATIONS
5.01 ELIGIBILITY. Directors, Directors Emeritus and Employees are
eligible to receive Awards within the sole discretion of the Board.
5.02 ALLOCATIONS. The Board will determine which of the Directors,
Directors Emeritus and Employees will be granted Awards and the number of
Plan Shares covered by each Award; provided, however, that no Director,
Director Emeritus or Employee shall be granted Awards over the term of the
Plan for more than 25% of the total number of Common Shares subject to the
Plan.
No Award shall be granted if such grant would result in a violation or
possible violation of federal or state securities laws. In the event Plan
Shares are forfeited for any reason or additional Plan Shares are purchased
by the Trustee, the Board may, from time to time, determine which of the
Directors, Directors Emeritus and Employees will be granted additional Awards
to be awarded from forfeited or additional Plan Shares.
In selecting the Directors, Directors Emeritus and Employees to whom
Awards will be granted and the number of Plan Shares covered by such Awards,
the Board shall consider the position, duties and responsibilities of the
eligible Directors, Directors Emeritus and Employees, the value of their
services to the Corporation, the Company and the Subsidiaries and any other
factors the Board may deem relevant.
5.03 FORM OF ALLOCATION. As promptly as practicable after a
determination is made pursuant to Section 5.02 of this Agreement that an
Award is to be made, the Board shall notify the Recipient in writing of the
grant of the Award, the number of Plan Shares covered by the Award and the
terms upon which the Plan Shares subject to the Award may be earned. The
date on which the Board determines that an Award is to be made or a later
date designated by the Board shall be considered the date of grant of the
Awards.
5.04 ALLOCATIONS NOT REQUIRED. None of the Directors, Directors
Emeritus or Employees, either individually or as a group, shall have any
right or entitlement to receive an Award under the Plan. The Trustee shall,
if so directed by the Board, return all Common Shares and other assets in the
Plan Share Reserve to the Corporation at any time.
<PAGE>
ARTICLE VI
EARNING AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS
6.01 EARNING PLAN SHARES; FORFEITURES.
(a) GENERAL RULES. Unless the Board shall specifically state a
different period of time over which Awards shall be earned and
non-forfeitable or that an Award is immediately earned and nonforfeitable at
the time an Award is granted, Plan Shares shall be earned and non-forfeitable
by a Recipient over a period of four years at the rate of one-fifth per year
commencing on the date of the grant of such Award. As Plan Shares become
earned and non-forfeitable, any cash dividends, returned capital and earnings
thereon shall also be earned and non-forfeitable.
(b) REVOCATION. Unless otherwise permitted by applicable laws
and regulations, any Plan Shares and any cash dividends, returned capital and
earnings thereon that have not been earned and are not non-forfeitable in
accordance with Section 6.01(a) of this Agreement shall be forfeited in the
event that (i) a Recipient who is a Director or a Director Emeritus at the
time of Award is no longer a Director or a Director Emeritus on at least one
of the Boards of Directors of the Corporation, the Company or a Subsidiary or
(ii) a Recipient who is not a Director or a Director Emeritus of the
Corporation, the Company or a Subsidiary ceases to be an Employee of the
Corporation, the Company or a Subsidiary, except as otherwise provided in
subsections (c) and (d) of this Section 6.01.
(c) EXCEPTION FOR TERMINATIONS DUE TO DISABILITY OR RETIREMENT.
All Plan Shares and cash dividends, returned capital and earnings thereon
subject to an Award held by a Recipient whose service as a Director, Director
Emeritus or Employee terminates due to (i) disability (as determined by the
Board), or (ii) Retirement shall be deemed fully earned and non-forfeitable
as of the later of the Recipient's last day of service as a Director,
Director Emeritus or as an Employee, but shall be distributed in accordance
with the vesting schedule set forth in the Award agreement.
(d) EXCEPTION FOR TERMINATION DUE TO DEATH. All Plan Shares and
cash dividends, returned capital and earnings thereon subject to an Award
held by a Recipient whose service as a Director, Director Emeritus or
Employee terminates due to death shall be deemed fully earned and
non-forfeitable as of the later of the Recipient's last day of service as a
Director, Director Emeritus or as an Employee and shall be distributed as
soon as practicable thereafter.
(e) EXCEPTION FOR CHANGE IN CONTROL. Notwithstanding any other
provision of this Agreement and subject to the determination of the Board at
the time of a change in control or imminent change in control, all Plan
Shares subject to an Award held by a Recipient shall be deemed to be
immediately 100% earned and non-forfeitable in the event of a change in
control or imminent change in control of the Corporation or the Company and
shall be distributed as soon as practicable thereafter; provided, however,
that in the event that any distribution of Plan Shares in connection with a
change in control or imminent change in control of the Corporation or the
Company alone, or in the aggregate with other payments to the Recipient,
would result in the imposition of a penalty tax pursuant to Section 280G of
the Code, such distributions shall remain subject to the vesting schedule set
forth in the Award agreement. For purposes of this Section 6.01(d), "change
in control" shall mean: (i) the execution of an agreement for the sale of
all, or a material portion, of the assets of the Corporation of the Company;
(ii) the execution of an agreement for a merger or recapitalization of the
Corporation of the Company or any merger or recapitalization whereby the
Corporation of the Company is not the surviving entity; (iii) a change of
control of the Corporation of the Company, as defined or determined by the
OTS; or (iv) the acquisition, directly or indirectly, of the beneficial
ownership (within the meaning of the terms "beneficial ownership" as defined
under Section 13(d) of the Securities Exchange Act of 1934 and the rules
promulgated thereunder) of twenty-five percent (25%) or more of the
outstanding voting securities of the Corporation of the Company by any
person, trust, entity or group. For purposes of this Section 6.01(e),
"imminent change in control" shall refer to any offer or announcement, oral
or written, by any party, to acquire control of the Corporation or the
Company as to which an application or notice has been filed with the OTS and
such application has been approved or such notice has not been disapproved,
if such acquisition of the Corporation or the Company has not been approved
by the Board.
<PAGE>
6.02 DISTRIBUTION OF PLAN SHARES.
(a) TIMING OF DISTRIBUTIONS: GENERAL RULE. Except as otherwise
provided in this Agreement, Plan Shares shall be distributed to the Recipient
or his Beneficiary, as the case may be, as soon as practicable after they
have been earned, together with any cash dividends, returned capital and
earnings thereon with respect to Plan Shares that have been earned.
(b) FORM OF DISTRIBUTION. All distributions of Plan Shares,
together with any shares representing stock dividends, shall be distributed
in the form of Common Shares. No fractional shares shall be distributed.
Payments representing cash dividends, returned capital and earnings thereon
shall be made in cash.
(c) WITHHOLDING. The Trustee may withhold from any cash payment
made under this Plan sufficient amounts to cover any applicable withholding
and employment taxes and, if the amount of such cash payment is not
sufficient, the Trustee may require the Recipient or Beneficiary to pay to
the Trustee the amount required to be withheld as a condition of delivering
the Plan Shares. The Trustee shall pay over to the Corporation, the Company
or the Subsidiary which employs or employed such Recipient or which the
Recipient serves or served as a Director or as a Director Emeritus, any such
amount withheld from or paid by the Recipient or Beneficiary.
(d) REGULATORY EXCEPTIONS. Notwithstanding anything to the
contrary in this Agreement, no Plan Shares, upon becoming fully earned and
non-forfeitable, shall be distributed unless and until all of the
requirements of all applicable laws and regulations shall have been met.
6.03 VOTING OF PLAN SHARES. All Common Shares held by the Trustee in
the Plan Share Reserve that have not yet been awarded shall be voted by the
Trustee. A Recipient shall be entitled to direct the Trustee with respect to
the voting of Plan Shares that have been awarded to the Recipient but are
still held in the Trust, whether or not such awarded Plan Shares have been
earned.
ARTICLE VII
TRUST
7.01 TRUST. The Trustee shall receive, hold, administer, invest and
make distributions and disbursements from the Trust in accordance with the
provisions of the Plan and the Trust and the applicable directions, rules,
regulations, procedures and policies established by the Board pursuant to
this Agreement.
7.02 MANAGEMENT OF TRUST. The Trustee shall have complete authority
and discretion with respect to the management, control and investment of the
Trust assets, except that the Trustee shall invest all assets of the Trust,
except those attributable to cash dividends or returned capital paid with
respect to Plan Shares subject to outstanding Awards and earnings thereon, in
Common Shares to the fullest extent practicable and permitted pursuant to
Section 4.02 of this Agreement, and except to the extent that the Trustee
determines that the holding of monies in cash or cash equivalents is
necessary to meet the obligations of the Trust. Subject to the foregoing and
except as specifically set forth elsewhere in this Agreement, the Trustee
shall have the power to do all things and execute such instruments as may be
deemed necessary or proper, including the following powers:
(a) To invest up to 100% of all Trust assets in Common Shares
without regard to any law now or hereafter in force limiting investments
for Trustees or other fiduciaries. The investment authorized herein may
constitute the only investment of the Trust, and, in making such
investment, the Trustee is authorized to purchase Common Shares from the
Corporation or from any other source. Such Common Shares so purchased
may be outstanding, newly issued or treasury shares;
(b) To invest any Trust assets not invested in Common Shares in
such deposit accounts and certificates of deposit (including those
issued by the Company), obligations of the United States government or
its agencies or such other investments as shall be considered the
equivalent of cash;
<PAGE>
(c) To sell, exchange or otherwise dispose of any property at
any time held or acquired by the Trust;
(d) To cause stocks, bonds or other securities to be registered
in the name of a nominee, without the addition of words indicating that
such security is an asset of the Trust (but accurate records shall be
maintained showing that such security is an asset of the Trust);
(e) To hold cash without interest in such amounts as may be
reasonable, in the opinion of the Trustee, for the proper operation of
the Plan and the Trust;
(f) To employ brokers, agents, custodians, consultants and
accountants;
(g) To hire counsel to render advice with respect to the
Trustee's rights, duties and obligations hereunder, and such other legal
services or representation as the Trustee may deem desirable; and
(h) To hold funds and securities representing the amounts to be
distributed to a Recipient or his Beneficiary as a consequence of a
dispute as to the disposition thereof, whether in a segregated account
or held in common with other assets of the Trust.
Notwithstanding anything herein contained to the contrary, the Trustee shall
not be required to make any inventory, appraisal or settlement or report to
any court, or to secure any order of court for the exercise of any power
herein contained, or to give bond.
7.03 RECORDS AND ACCOUNTS. The Trustee shall maintain accurate and
detailed records and accounts of all transactions of the Trust, which shall
be available at all reasonable times for inspection by any legally entitled
person or entity to the extent required by applicable law, or any other
person determined by the Board.
7.04 EARNINGS. All earnings, gains and losses with respect to Trust
assets shall be allocated, in accordance with a reasonable procedure adopted
by the Board, to bookkeeping accounts for Recipients or to the general
account of the Trust, depending on the nature and allocation of the assets
generating such earnings, gains and losses. Without limiting the generality
of the foregoing, any earnings on cash dividends or returned capital received
with respect to Common Shares shall be allocated (a) to accounts for
Recipients, if such shares are the subject of outstanding Awards, and shall
become earned and be distributed as specified in Article VI of this
Agreement, or (b) otherwise to the general account of the Trust if such Plan
Shares are not the subject of outstanding awards.
7.05 EXPENSES. All costs and expenses incurred in the operation and
administration of the Plan shall be paid by the Corporation.
ARTICLE VIII
MISCELLANEOUS
8.01 ADJUSTMENTS FOR CAPITAL CHANGES. The aggregate number of Plan
Shares available for issuance pursuant to the Awards and the number of Plan
Shares to which any Award relates shall be proportionately adjusted for any
increase or decrease in the total number of outstanding Common Shares issued
subsequent to the effective date of the Plan if such increase or decrease
resulted from any split, subdivision or consolidation of shares or other
capital adjustment, or other increase or decrease in such shares effected
without receipt or payment of consideration by the Corporation.
8.02 AMENDMENT AND TERMINATION OF PLAN AND RETURN OF SHARES TO THE
CORPORATION. The Board may, by resolution, at any time amend or terminate
the Plan or direct the Trustee to return to the Corporation all or
<PAGE>
any part of the assets of the Trust, including Common Shares held in the Plan
Share Reserve, as well as Common Shares and other assets subject to Awards
which have not yet been earned by the Recipients to whom they have been
awarded; provided, however, that the termination of the Trust shall not
affect a Recipient's right to earn Awards already granted and to the
distribution of Common Shares and earnings relating to such Awards in
accordance with the terms of this Agreement and the grant by the Board.
8.03 NONTRANSFERABLE. Awards shall not be transferable by a Recipient.
During the lifetime of the Recipient, an Award may only be earned by and paid
to the Recipient who was notified in writing of the Award by the Board
pursuant to Section 5.03 of this Agreement. No Recipient or Beneficiary
shall have any right in or claim to any assets of the Plan or the Trust, nor
shall the Corporation, the Company or any Subsidiary be subject to any claim
for benefits hereunder.
8.04 DIRECTORSHIP RIGHTS. Neither this Agreement nor any grant of an
Award hereunder nor any action taken by the Trustee, the Board or the Board
in connection with the Plan shall create any right, either express or
implied, on the part of any Director or Director Emeritus to continue to
serve as a Director or as a Director Emeritus of the Company or a Subsidiary.
8.05 EMPLOYMENT RIGHTS. Neither this Agreement nor any grant of an
Award hereunder nor any action taken by the Trustee, the Board or the Board
in connection with the Plan shall create any right, either express or
implied, on the part of any Employee to continue in the employ of the
Corporation, the Company or a Subsidiary.
8.06 VOTING AND DIVIDEND RIGHTS. No Recipient shall have any voting or
dividend rights or other rights of a shareholder in respect of any Plan
Shares covered by an Award, except as expressly provided in Article VI of
this Agreement, prior to the time such Plan Shares are actually distributed
to such Recipient.
8.07 GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the State of Ohio.
8.08 EFFECTIVE DATE. This Agreement shall be effective as of the 12th
day of July, 1999.
8.09 TERM OF PLAN. The Plan shall remain in effect until the earlier
of (a) the termination of the Plan by the Board or (b) the distribution of
all assets from the Trust. The termination of the Plan shall not affect any
Awards previously granted, and such Awards shall remain valid and in effect
until they have been earned and paid or by their terms expire or are
forfeited.
8.10 TAX STATUS OF TRUST. It is intended that the trust established
hereby be treated as a grantor trust of the Company under the provisions of
Section 671, ET SEQ., of the Internal Revenue Code of 1986, as amended (26
U.S.C. Section 671 ET SEQ.).
<PAGE>
IN WITNESS WHEREOF, the following Trustee executes this Agreement,
accepting and binding itself to undertake and perform the obligations and
duties of the Trustee hereunder and consenting to the foregoing Agreement
effective the _______ day of ____________, 1999.
By: ___________________________ (Trustee)
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officer and duly attested, all as of the ___
day of ____________, 1999
UNITED COMMUNITY FINANCIAL CORP.
By:
- ---------------------------------- ------------------------------------------
Donald J. Varner Douglas M. McKay
its Secretary its President and Chairman of the Board
<PAGE>
AMENDMENT NO. 1 TO THE UNITED COMMUNITY FINANCIAL CORP. RECOGNITION AND
RETENTION PLAN AND TRUST AGREEMENT
By action of the Board of Directors of United Community Financial Corp.
on August 19, 1999, Section 6.01(a) of the United Community Financial Corp.
Recognition and Retention Plan and Trust Agreement (the "RRP") was deleted in
its entirety and replaced with the following new Article 6.01(a):
6.01(a) GENERAL RULES. Unless the Board shall specifically state a
different period of time over which Awards shall be earned and
non-forfeitable or that an Award is immediately earned and nonforfeitable at
the time an Award is granted, Plan Shares shall be earned and non-forfeitable
by a Recipient over a period of four years at the rate of one-fifth per year
commencing on the date of the grant of such Award. Unless the Board shall
specifically state a different period of time over which any cash dividends,
returned capital and earnings on Plan Shares shall be earned and
non-forfeitable or that any cash dividends, returned capital and earnings on
Plan Shares are immediately earned and nonforfeitable at the time an Award is
granted, such cash dividends, returned capital and earnings shall also be
earned and non-forfeitable as Plan Shares become earned and non-forfeitable.
<PAGE>
EXHIBIT 5
OPINION OF COUNSEL
August 25, 1999
Board of Directors
United Community Financial Corp.
275 Federal Plaza West
Youngstown, Ohio 44503-1203
Gentlemen:
We have acted as counsel for United Community Financial Corp., an
Ohio corporation (the "Company"), in connection with the proposed issuance and
sale of the common shares of the Company, without par value (the "Common
Shares"), to the United Community Financial Corp. Recognition and Retention
Trust for distribution to recipients of awards of shares of the Company pursuant
to the United Community Financial Corp. Recognition and Retention Plan and Trust
Agreement (the "Plan"), as described in the Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission on or about August 26,
1999 (the "Registration Statement"), for the purpose of registering 1,388,625
Common Shares reserved for issuance under the Plan pursuant to the provisions of
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.
In connection with this opinion, we have examined an original or copy
of, and have relied upon the accuracy of, without independent verification or
investigation, (a) the Registration Statement; (b) the Company's Articles of
Incorporation, as amended through the date hereof, (c) the Code of Regulations
of the Company, as amended through the date hereof ; (d) the Certificate of
the Inspector of Election for the meeting of the shareholders of the Company
held on July 12, 1999; (e) the minutes of the meetings of the Board of Directors
of the Company dated May 20, and August 19, 1999; and (h) such other
representations of the Company and its officers as we have deemed relevant.
In our examinations, we have assumed the genuineness of all
signatures, the conformity to original documents of all documents submitted to
us as copies and the authenticity of such originals of such latter documents.
We have also assumed the due preparation of share certificates and compliance
with applicable federal and state securities laws.
Based solely upon and subject to the foregoing and the further
qualifications and limitations set forth below, as of the date hereof, we are of
the opinion that after the Common Shares shall have been issued by the Company
and payment in full received from the Trust for the Common Shares in the manner
provided in the Plan, such Common Shares issued will be validly issued, fully
paid and non-assessable.
This opinion is limited to the federal laws of the United States and
to the laws of the State of Ohio having effect as of the date hereof. This
opinion is furnished by us solely for the benefit of the Company in connection
with the offering of the Common Shares and the filing of the Registration
Statements and any amendments thereto. This opinion may not be relied upon by
any other person or assigned, quoted or otherwise used without our specific
written consent.
<PAGE>
We consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement and to the reference to us in the
Registration Statement.
Very truly yours,
VORYS, SATER, SEYMOUR AND PEASE LLP
<PAGE>
EXHIBIT 23(A)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of United Community Financial Corp. on Form S-8 of our report dated January
29, 1999, appearing in the Annual Report on Form 10-K of United Community
Financial Corp. for the year ended December 31, 1998 and 1997.
DELOITTE & TOUCHE LLP
Cleveland, Ohio
August 27, 1999
