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The Office of Thrift Supervision has notified United Community Financial
Corp. (Nasdaq: UCFC) that the Office of Thrift Supervision has suspended
processing of the application for approval of the merger of PVF Capital
Corp. (Nasdaq: PVFC) into UCFC, pending the results of the upcoming
examination of UCFC’s subsidiary, The Home
Savings and Loan Company of Youngstown, Ohio. Consistent with the normal
examination cycle, UCFC expects the examination of Home Savings by the
Federal Deposit Insurance Corporation and the State of Ohio will
commence in January 2008.
It is not expected that the merger can be completed before the end of
the first quarter of 2008. In light of this, UCFC and PVF Capital Corp.
will postpone their respective shareholder meetings for approval of the
merger, and PVF Capital Corp. will hold its annual meeting of
stockholders in early February 2008. At this time, UCFC and PVFC intend
to continue to work towards completion of the merger as quickly as
possible.
United Community Financial Corp. is an Ohio-based unitary thrift holding
company. Its subsidiaries include The Home Savings and Loan Company and
Butler Wick Corp. Home Savings has 39 full-service branches and six loan
production offices located throughout Ohio and Western Pa., while Butler
Wick has 19 offices and two trust office facilities within Northeastern
Ohio and Western Pennsylvania. Additional information on United
Community may be found on its web site: www.ucfconline.com.
PVF Capital Corp. is the holding company for Park View Federal Savings
Bank, headquartered in Solon, Ohio, serving the Greater Cleveland area
with 17 full-service branch offices. Additional information on the
company may be found at www.parkviewfederal.com.
This communication shall not constitute an offer to sell or the
solicitation of and offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification of the
securities under the securities laws of any such jurisdiction. No
offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as
amended.
United Community has filed a Registration Statement on Form S-4
concerning the merger with the SEC, which includes the joint proxy
statement that will be mailed to PVF Capital Corp.’s
and United Community’s shareholders. WE URGE
INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors can obtain the documents free of charge at the SEC’s
website, www.sec.gov.
In addition, documents filed with the SEC by United Community are
available free of charge from the Secretary of United Community at 275
Federal Plaza, Youngstown, Ohio, telephone (330) 742-0500. INVESTORS
SHOULD READ THE PROXY STATEMENT CAREFULLY BEFORE MAKING A DECISION
CONCERNING THE MERGER. Copies of all recent proxy statements and annual
reports of United Community are also available free of charge from
United Community by contacting the company secretary.
United Community, PVF Capital Corp. and their respective directors and
executive officers may be deemed to be participants in the solicitation
of proxies to approve the Merger. ADDITIONAL INFORMATION ABOUT THE
DIRECTORS AND EXECUTIVE OFFICERS OF UNITED COMMUNITY MAY BE OBTAINED
THROUGH THE SEC’S WEBSITE FROM THE DEFINITIVE
PROXY STATEMENT FILED BY UNITED COMMUNITY WITH THE SEC ON MARCH 23,
2007. ADDITIONAL INFORMATION ABOUT THE DIRECTORS AND EXECUTIVE OFFICERS
OF PVF CAPITAL CORP. MAY BE OBTAINED THROUGH THE SEC’S
WEBSITE FROM THE ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED JUNE 30,
2007 FILED BY PVF CAPITAL CORP. WITH THE SEC ON SEPTEMBER 13, 2007.
Additional information about participants in the proxy solicitation and
their interests in the transaction will be contained in the
prospectus/proxy statement to be filed with the SEC.
This press release contains “forward-looking
statements” as that term is defined in the
Private Securities Litigation Reform Act of 1995. Words or phrases such
as “expect,” “believe,”
“intend,” “plan,”
“estimate,” “may,”
“should,” “will
likely result,” “will
continue,” “is
anticipated,” “estimate,”
“project” and
similar expressions are intended to identify forward-looking statements.
Such forward-looking statements are subject to and involve known and
unknown risks, uncertainties and other factors, which may cause actual
results to be materially different from those indicated in the
forward-looking statements. The following factors, among others, could
cause actual results to differ materially from the anticipated results
or other expectations expressed in forward looking statements: (1) the
businesses of United Community and PVF Capital Corp. may not be combined
successfully or such combination may take longer to accomplish than
expected; (2) the cost savings from the merger may not be fully realized
or may take longer to realize than expected; (3) operating costs,
customer loss and business disruption following the merger, including
adverse effects on relationships with employees, may be greater than
expected; (4) governmental approvals of the merger may not be obtained,
or adverse regulatory conditions may be imposed in connection with the
governmental approvals of the merger; (5) the shareholders of United
Community or PVF Capital Corp. may fail to approve the merger; (6)
changes in general economic conditions, which could affect the volume of
loan originations, deposit flows and real estate values, credit quality
trends; (7) changes in laws, regulations or policies by government or
regulatory agencies, (8) fluctuations in interest rates, (9) change in
the demand for loans in the market areas that United Community and PVF
Capital Corp. conduct their respective business, and (10) competition
from other financial services companies in United Community’s
and PVF Capital Corp.’s markets. These
statements include, but are not limited to, statements about United
Community’s and PVF Capital Corp.’s
plans, objectives, expectations and intentions and other statements
contained in this presentation that are not historical facts. United
Community and PVF Capital Corp. caution readers not to place undue
reliance on any such forward-looking statements, which speak only as of
the date made. United Community and PVF Capital Corp. undertake no
obligation to publicly release the result of any revisions that may be
made to any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
Filed by: United Community Financial Corp. pursuant to Rule 425 under
the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: PVF Capital Corp.
Commission File No.: 0-24948