-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PIrIhzNs3rjGGdE5p0XTYZW8771jAw68bca/+Ju7uAmL3SxPLEtpWTX9GcIheG41 szpSGKUCNOsJsBLqWFwkUQ== 0000950152-99-001208.txt : 19990218 0000950152-99-001208.hdr.sgml : 19990218 ACCESSION NUMBER: 0000950152-99-001208 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED COMMUNITY FINANCIAL CORP CENTRAL INDEX KEY: 0000707886 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 341856319 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-55863 FILM NUMBER: 99544738 BUSINESS ADDRESS: STREET 1: 275 FEDERAL PLAZA WEST CITY: YOUNGSTOWN STATE: OH ZIP: 44503-1203 BUSINESS PHONE: 3307420500 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED COMMUNITY FINANCIAL CORP EMPLOYEE STK OWNERSHIP PLAN CENTRAL INDEX KEY: 0001079408 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 275 FEDERAL PLAZA WEST CITY: YOUNGSTOWN STATE: OH ZIP: 44503-1203 BUSINESS PHONE: 3307420500 MAIL ADDRESS: STREET 1: 275 FEDERAL PLAZA WEST CITY: YOUNGSTOWN STATE: OH ZIP: 44503-1203 SC 13G/A 1 UNITED COMMUNITY FINANCIAL/ESOP SC 13G/A AM #1 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* United Community Financial Corp. - -------------------------------------------------------------------------------- (Name of Issuer) Common shares, without par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 909839 10 2 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 1998 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 - ---------------------------------------- CUSIP No. 909839 10 2 13G - ---------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON United Community Financial Corp. Employee Stock Ownership Plan - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER -0- NUMBER OF ----------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED -0- BY EACH REPORTING PERSON ----------------------------------------------------- WITH 7 SOLE DISPOSITIVE POWER -0- ----------------------------------------------------- 8 SHARED DISPOSITIVE POWER 2,677,250 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,677,250 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.0% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* EP - -------------------------------------------------------------------------------- 2 3 Item 1(a). Name of Issuer: --------- United Community Financial Corp. Item 1(b). Address of Issuer's Principal Executive Offices: - --------- 275 Federal Plaza West Youngstown, OH 44503-1203 Item 2(a). Name of Persons Filing: - --------- United Community Financial Corp. Employee Stock Ownership Plan Item 2(b). Address of Principal Business Office or, if none, Residence: - --------- 275 Federal Plaza West Youngstown, OH 44503-1203 Item 2(c). Citizenship: - --------- Ohio Item 2(d). Title and Class of Securities: - --------- Common shares, without par value Item 2(e). CUSIP Number: - --------- 909839 10 2 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or - ------ 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). 3 4 (e) [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E). (f) [x] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 13(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) [x] A group, in accordance with Section 240.13d-1(b)(1)(ii)(J). Item 4. Ownership: - ------ (a) Amount Beneficially Owned: 2,677,250 (b) Percent of Class: 8.0% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: -0- (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition of: -0- (iv) shared power to dispose or to direct the disposition of: 2,677,250 Item 5. Ownership of Five Percent or Less of a Class: - ------ Inapplicable Item 6. Ownership of More Than Five Percent on Behalf of Another Person: Inapplicable 4 5 Item 7. Identification and Classification of the Subsidiary Which - ------ Acquired the Security Being Reported on by the Parent Holding Company: Inapplicable Item 8. Identification and Classification of Members of the Group: - ------ This Schedule 13G is being filed on behalf of the United Community Financial Corp. Employee Stock Ownership Plan (the "ESOP") identified on Item 2(a) by the Benefits Committee filing under the Item 3(f) and 3(j) classification. Exhibit A contains a disclosure of the voting and dispositive power over shares of the Issuers held directly by these entities exclusive of those shares held by the ESOP as well as identification of members of the group. Item 9. Notice of Dissolution of Group: - ------ Inapplicable Item 10. Certification: - ------- By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. /s/ DOUGLAS M. MCKAY 2/12/99 - -------------------- ------- Douglas M. McKay, as Benefits Date Committee Member /s/ PATRICK A. KELLY 2/12/99 - -------------------- ------- Patrick A. Kelly, as Benefits Date Committee Member /s/ PAMELA KLOSS 2/12/99 - ---------------- ------- Pamela Kloss, as Benefits Committee Date Member /s/ RICHARD L. SHAFER 2/12/99 - --------------------- ------- Richard L. Shafer, as Benefits Committee Date Member /s/ DONALD J. VARNER 2/12/99 - -------------------- ------- Donald J. Varner, as Benefits Committee Date Member 5 6 EXHIBIT A --------- IDENTIFICATION OF MEMBERS OF GROUP ---------------------------------- Shares of common stock of the Issuer are held in trust for the benefit of participating employees by the ESOP Trustee. At December 31, 1998, no shares had been allocated under the ESOP. Stock held by the Trust, but not yet allocated, are voted by the Benefits Committee. Investment direction is exercised by the ESOP Trustees as directed by the Benefits Committee. Members of the Benefits Committee and their beneficial ownership of shares of common stock of the Issuer exclusive of membership on the Benefits Committee, and of shares beneficially owned as Participants in the ESOP are as follows: BENEFICIAL OWNERSHIP NAME BENEFICIAL OWNERSHIP (1) AS ESOP PARTICIPANT - ---- ------------------------ ------------------- Douglas M. McKay 112,264 0 Patrick A. Kelly 53,818 0 Pamela Kloss 14,853 0 Richard L. Shafer 2,125 0 Donald J. Varner 45,495 0 - ----------------- (1) Beneficial ownership as of December 31, 1998. Includes shares of common stock of Issuer owned in conjunction with family members. The members of the Benefits Committee disclaim ownership of these shares in conjunction with the exercise of their fiduciary duties as members of the Benefits Committee. 6 -----END PRIVACY-ENHANCED MESSAGE-----