AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Exhibit 2
AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT (this “Amendment”) to the Agreement and Plan of Merger, dated as of July 24,
2007 (the “Agreement”), by and among United Community Financial Corp. (“UCFC”), The Home Savings
and Loan Company of Youngstown, Ohio (“Home Savings”), PVF Capital Corp. (“PVFC”) and Park View
Federal Savings Bank (“Park View”) (collectively referred to herein as the “Parties”), is made and
entered into as of September 25, 2007, by and among the Parties. Capitalized terms not defined
herein shall have the meanings given to them in the Agreement.
WITNESSETH:
WHEREAS, UCFC has determined that, for certain desirable business purposes, after the merger
of PVFC into UCFC, it will be more beneficial to merge Home Savings into Park View rather than
merging Park View into Home Savings;
WHEREAS, Section 1.05 of the Agreement provides that, with the consent of the PVFC, UCFC and
Home Savings may at any time change the method of effecting the mergers to the extent UCFC deems
such change to be desirable;
WHEREAS, Section 11.08 of the Agreement provides that the Agreement may be amended by an
agreement in writing executed in the same manner as the Agreement, except that after the PVFC
Meeting or UCFC Meeting, the Agreement may not be amended if it would violate the OGCL; and
WHEREAS, the Boards of Directors of each of the parties to the Agreement have authorized the
execution of this Amendment;
NOW, THEREFORE, in consideration of the premises and the respective representations,
warranties, covenants, agreements and conditions set forth hereinafter and in the Agreement, the
Parties, intending to be legally bound hereby, agree as follows:
1. | The term “Bank Merger” as used in the Agreement shall be defined as the merger of Home Savings into Park View; and |
2. | Exhibit A to the Agreement shall be amended by replacing it in its entirety with the attached Exhibit A. |
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, this Amendment has been executed on behalf of the Parties to be effective
as of the date set forth in the first paragraph above.
ATTEST: | UNITED COMMUNITY FINANCIAL CORP. | |||
/s/ Xxxx X. Xxxxx
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By: | /s/ Xxxxxxx X. XxXxx | ||
ATTEST: | THE HOME SAVINGS AND LOAN COMPANY OF YOUNGSTOWN, OHIO |
|||
/s/ Xxxx X. Xxxxx
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By: | /s/ Xxxxxxx X. Xxxxxx | ||
ATTEST: | PVF CAPITAL CORP. | |||
/s/ C. Xxxxx Xxxxxx
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By: | /s/ Xxxx X. Male | ||
ATTEST: | PARK VIEW FEDERAL SAVINGS BANK | |||
/s/ C. Xxxxx Xxxxxx
|
By: | /s/ Xxxx X. Male | ||
2
EXHIBIT A
THIS AGREEMENT OF MERGER (this “Agreement”) is entered into as of the ___day of ___,
2007, by and between The Home Savings and Loan Company of Youngstown, Ohio (“Home Savings”), a
savings bank organized under Chapter 1161 of the Ohio Revised Code, and Park View Federal Savings
Bank (“Park View”), a federal savings bank organized under the laws of the United States of
America.
R E C I T A L S :
WHEREAS, Home Savings is a wholly owned subsidiary of United Community Financial Corporation
(“UCFC”), an Ohio corporation, and Park View is a wholly owned subsidiary of PVF Capital Corp.
(“PVFC”), an Ohio corporation;
WHEREAS, UCFC, Home Savings, PVF and Park View have entered into an Agreement of Merger and
Plan of Reorganization dated as of July 24, 2007, as amended on September ___, 2007 (the “Merger
Agreement”), which provides for the merger of UCFC with and into PVFC and the subsequent merger of
Home Savings with and into Park View; and
WHEREAS, the boards of directors of each of the parties hereto have approved this Agreement;
NOW, THEREFORE, in consideration of the mutual premises and mutual agreements contained
herein, the parties hereto have agreed as follows:
ARTICLE I
THE MERGER
THE MERGER
Section 1.1. At the Effective Time (as defined in Article IV below), Home Savings shall merge
with and into Park View (the “Merger”) pursuant to Ohio Rev. Code §§ 1161.76 and 1701.78, 12 U.S.C.
§ 1828(c), and the applicable regulations of the Division of Financial Institutions of the Ohio
Department of Commerce (the “Division”), the Office of Thrift Supervision (“OTS”) and the Federal
Deposit Insurance Corporation (“FDIC”). Upon consummation of the Merger, the separate corporate
existence of Home Savings shall cease and Park View shall continue as the surviving institution
(the “Surviving Institution”).
ARTICLE II
NAME OF SURVIVING INSTITUTION
NAME OF SURVIVING INSTITUTION
Section 2.1. The name of the Surviving Institution shall be “The Home Savings and Loan Company
of Youngstown, Ohio”.
ARTICLE III
CONVERSION OF SECURITIES
CONVERSION OF SECURITIES
Section 3.1. The shares of common stock of Park View issued and outstanding immediately prior
to the Effective Time shall be unaffected by the Merger and shall constitute the only outstanding
shares of capital stock of the Surviving Institution at and after the Effective Time.
Section 3.2. At the Effective Time, by virtue of the Merger and without any action on the part
of Home Savings or Park View, all of the shares of common stock of Home Savings that are issued and
outstanding immediately prior thereto shall thereupon be canceled and extinguished.
ARTICLE IV
EFFECTIVE TIME
EFFECTIVE TIME
Section 4.1. The Merger shall become effective immediately following and contingent upon the
occurrence of the closing of the transactions contemplated by the Merger Agreement and at the date
and time specified in the certificate of merger filed with the Ohio Secretary of State with respect
to the Merger (the “Effective Time”); provided, however, that such filing shall not occur and the
Merger shall not be effective until all of the following events have taken place: (a) PVF shall
have been merged with and into UCFC; (b) the sole shareholders of Home Savings and Park View shall
have adopted this Agreement; (c) all applicable regulatory waiting periods shall have expired; (d)
a certificate of merger with respect to the Merger shall have been filed with the Ohio Secretary of
State; and (f) application has been made to, and approval received from, the OTS pursuant to 12
C.F.R. § 563.22(a).
ARTICLE V
CHARTER AND BYLAWS
OF SURVIVING INSTITUTION
CHARTER AND BYLAWS
OF SURVIVING INSTITUTION
Section 5.1. The charter and bylaws of the Surviving Institution at and after the Effective
Time shall be as set forth on Exhibit A and Exhibit B attached hereto.
ARTICLE VI
EXECUTIVE OFFICERS AND DIRECTORS
OF SURVIVING INSTITUTION
EXECUTIVE OFFICERS AND DIRECTORS
OF SURVIVING INSTITUTION
Section 6.1. At and after the Effective Time and until changed in accordance with the law, the
number of directors of the Surviving Institution shall be twelve. The names, terms of office and
residence addresses of the directors of the Surviving Institution are as set forth on Exhibit
C attached hereto.
Section 6.2. The officers of Home Savings immediately before the Effective Time shall serve in
the same capacities as officers of the Surviving Institution at and after the Effective Time.
ARTICLE VII
EFFECTS OF MERGER
EFFECTS OF MERGER
Section 7.1. At the Effective Time, Home Savings shall merge with and into Park View, with
Park View as the Surviving Institution. The business of the Surviving Institution shall be that of
a federal savings association, as provided for in its charter. All assets, rights, interests,
privileges, powers, franchises and property (real, personal and mixed) of Home Savings and Park
View shall be automatically transferred to and vested in the Surviving Institution by virtue of the
Merger without any deed or other document of transfer.
Section 7.2. At the Effective Time, the Surviving Institution, without any order or action on
the part of any court or otherwise and without any documents of assumption or assignment, shall
hold and enjoy all of the assets, rights, privileges, powers, properties, franchises and interests,
including, without limitation, appointments, powers, designations, nominations and all other
rights, interests and powers as agent or fiduciary, in the same manner and to the same extent as
such rights, interests and powers were held or enjoyed by Home Savings and Park View, respectively.
Section 7.3. At the Effective Time, the Surviving Institution shall be responsible for all of
the liabilities, restrictions and duties of every kind and description of both Home Savings and
Park View, immediately prior to the Merger, including, without limitation, liabilities for all
savings accounts, deposits, debts, obligations and contracts of Home Savings and Park View,
respectively, matured or unmatured, whether accrued, absolute, contingent and otherwise and whether
or not reflected or reserved against on balance sheets, books of accounts or records of either Home
Savings or Park View.
Section 7.4. At the Effective Time, deposit accounts of both Park View and Home Savings shall
be deemed issued in the name of the Surviving Institution in accordance with applicable
regulations. All rights of creditors and other obligees and all liens on property of either Home
Savings or Park View shall be preserved, shall be assumed by the Surviving Institution and shall
not be released or impaired.
ARTICLE VIII
OFFICES OF SURVIVING INSTITUTION
OFFICES OF SURVIVING INSTITUTION
Section 8.1. At the Effective Time, the offices of the Surviving Institution shall be as set
forth on Exhibit D attached hereto.
ARTICLE IX
LIQUIDATION ACCOUNT
LIQUIDATION ACCOUNT
Section 9.1. At the Effective Time, the Surviving Institution shall assume Home Savings’
liquidation account established upon Home Savings’ conversion to the stock form of ownership.
ARTICLE X
OTHER TERMS
OTHER TERMS
Section 10.1. All terms used in this Agreement shall, unless defined herein, have the meanings
set forth in the Merger Agreement.
Section 10.2. Subject to applicable law, at any time prior to the consummation of the Merger,
this Agreement may be amended by an instrument in writing signed on behalf of each of the parties
hereto.
Section 10.3. This Agreement shall terminate and become null and void, and the transactions
contemplated herein shall thereupon be abandoned, upon any occurrence of a termination of the
Merger Agreement pursuant to the terms thereof.
Section 10.4. This Agreement may be executed in any number of counterparts and by facsimile
and electronic transmission, each of which shall be deemed an original and all of such counterparts
shall constitute one and the same instrument.
[Remainder of page intentionally left blank; signatures follow]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first
above written.
ATTEST: | The Home Savings and Loan Company of Youngstown, Ohio | |||||
By: | ||||||
Name:
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Name: | |||||
Title:
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Title: | |||||
ATTEST: | Park View Federal Savings Bank | |||||
By: | ||||||
Name:
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Name: | |||||
Title:
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Title: | |||||
EXHIBITS A-D Omitted