PVF Capital Corp/Umberto P. Fedeli SC 13D/A

0000950152-07-003353.txt : 20070419 0000950152-07-003353.hdr.sgml : 20070419 20070419161431 ACCESSION NUMBER: 0000950152-07-003353 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20070419 DATE AS OF CHANGE: 20070419 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEDELI UMBERTO P CENTRAL INDEX KEY: 0001099159 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 2163488080 MAIL ADDRESS: STREET 1: P O BOX 318003 CITY: INDEPENDENCE STATE: OH ZIP: 44131 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PVF CAPITAL CORP CENTRAL INDEX KEY: 0000928592 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 341659805 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46740 FILM NUMBER: 07776291 BUSINESS ADDRESS: STREET 1: 30000 AURORA ROAD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 4402487171 MAIL ADDRESS: STREET 1: 30000 AURORA ROAD CITY: SOLON STATE: OH ZIP: 44139 SC 13D/A 1 l25738asc13dza.htm PVF CAPITAL CORP/UMBERTO P. FEDELI SC 13D/A PVF Capital Corp/Umberto P. Fedeli SC 13D/A


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 2 )*

PVF Capital Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

693654 10 5

(CUSIP Number)

Umberto P. Fedeli, The Fedeli Group, 5005 Rockside Road, Suite 500, Independence, OH 44131, (216) 328-8080

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

April 3, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).


CUSIP No.		693654 10 5		Page		2		of		6

NAMES OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

Umberto P. Fedeli

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States of America

SOLE VOTING POWER:

NUMBER OF

465,000

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

465,000

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

465,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

6.0%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No. 693654 10 5		Page 3 of 6

Introduction.

This Amendment No. 2 to Schedule 13D (“Amendment No. 1”) is filed by Umberto P. Fedeli relating to shares of common stock, par value $0.01 per share (the “Shares”), of PVF Capital Corp. (the “Company”), which is the holding company for Park View Federal Savings Bank.

Item 4. Purpose of Transaction

Mr. Fedeli has purchased Shares of the Company for investment in the ordinary course of his business. He holds 6.0% of the Company’s outstanding common shares and contemplates purchases of Shares that would result in his ownership exceeding 10% of the outstanding Shares. On March 21, 2007, Mr. Fedeli sent a letter to John R. Male, the Company’s chairman and CEO, requesting that the Company’s board approve his acquisition of additional Shares so that his purchase of more than 10% of the outstanding Shares would not make him an “interested shareholder” under Chapter 1704 of the Ohio Revised Code. Absent board approval, Mr. Fedeli may still acquire more than 10% of the outstanding Shares but may, as an “interested shareholder,” be limited in engaging in certain transactions with the Company. Mr. Fedeli’s letter requesting board approval is attached to this Schedule 13D as Exhibit 7.1.

On April 3, 2007, Mr. Male notified Mr. Fedeli that the Company’s board declined to approve Mr. Fedeli’s acquisition of additional Shares. Mr. Male’s letter to Mr. Fedeli is attached to this Schedule 13D as Exhibit 7.2. Mr. Fedeli regrets the decision of the Company’s board and believes it is not in the best interests of shareholders to in any way limit or restrict the ability of a shareholder who has expressed an interest in the Company to purchase additional Shares. Mr. Fedeli continues to believe that the Company has a loyal customer base, an established branch network, including branches in strategic locations, a dedicated group of employees and, potentially, a tremendous future. However, as disclosed in his prior Schedule 13D filing, Mr. Fedeli has significant concerns about recent negative trends at the Company. In an effort to maximize value for all the Company’s shareholders, Mr. Fedeli has communicated his concerns and concepts to Mr. Male, as well as other members of the board.

In his April 3^rd letter, Mr. Male indicated that the board members will no longer engage in discussions with Mr. Fedeli, citing concerns over securities law prohibitions on selective disclosure. Mr. Fedeli believes that an open dialogue between the Company and its shareholders is conducive to maximizing shareholder value and the reference to securities law prohibitions is disingenuous. He further believes the Company’s use of legal technicalitics is simply an attempt to divert attention from the Company’s poor performance. At no time has Mr. Fedeli sought, or been provided, material non-public information about the Company. Actually, Mr. Fedeli has repeatedly stated to members of the board of the Company that he does not want any material non-public information.

By not communicating with Mr. Fedeli, Mr. Male and the board of the Company are clearly expressing their view that open dialogue with shareholders is not in the best interests of the Company or its shareholders. Mr. Male’s letter actually contradicts three prior letters that Mr. Male sent to Mr. Fedeli in 2007 in which he stated that he would provide Mr. Fedeli with a summary of the Company’s business plan, which Mr. Male indicated did include plans for growth and improved efficiency. The summary was never provided to Mr. Fedeli.

The need for a new, updated business strategy becomes ever more apparent with the release on April 18, 2007 of the Company’s third quarter results. The public release reveals that:


CUSIP No. 693654 10 5		Page 4 of 6

	•		The Company’s pre-tax earnings from its core loan business have declined by 14% in the third quarter compared to the third quarter last year.

	•		In a real estate market that the Company’s press release characterizes as “soft,” the Company actually decreased its loan loss provision, which had the effect of increasing earnings.

	•		A significant portion of the remainder of the third quarter earnings appear to be derived from other events that are not sustainable over the long term, including increases resulting from the sale of loans and bank-owned life insurance.

Adding all the items — change in loan loss provision, sale of loans and life insurance — represents a significant portion of the Company’s entire earnings for the quarter. With the weakness in the Company’s core lending business and the dependence on earnings primarily from other non-sustainable items, Mr. Fedeli believes that the Company’s ability to generate earnings will be severely hampered for the foreseeable future.

In Mr. Fedeli’s prior 13D filing, Mr. Fedeli stated that he had encouraged the Company to seek other sources of revenue beyond its traditional mortgage lending base. The Company’s press release confirms the continuing need for a revised business strategy, including new product offerings with the necessary senior management personnel in place to affect the Company’s plans. While the Company is apparently no longer willing to communicate this strategy or the plan for improvement with Mr. Fedeli, he expects and hopes that management will communicate with all the shareholders. With the negative trends noted by Mr. Fedeli now plainly evident in the Company’s financial results, Mr. Fedeli is concerned that management of the Company does not have the business plan as previously represented by Mr. Male. Clearly, the Company needs a plan to grow, add needed senior management personnel, improve efficiencies and profitability and increase shareholder value. Meanwhile, the trends are becoming increasingly negative.

Mr. Fedeli reserves the right to acquire, or dispose of, additional Shares of the Company as he considers advisable. As may be required, Mr. Fedeli will contact the Office of Thrift Supervision to provide notice or seek approval if he takes any actions requiring such notice or approval.

Item 7. Material to be Filed as Exhibits.


Exhibit 7.1		Letter to John R. Male from Umberto P. Fedeli dated March 21, 2007

Exhibit 7.2		Letter from Parkview Federal Savings Bank to Umberto P. Fedeli dated April 3, 2007

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.

Date: April 19, 2007


		/s/ Umberto P. Fedeli Umberto P. Fedeli

Page 5 of 6

EXHIBIT INDEX


Exhibit Number		Description
7.1		Letter to John R. Male from Umberto P. Fedeli dated March 21, 2007

7.2		Letter from Parkview Federal Savings Bank to Umberto P. Fedeli dated April 3, 2007

Page 6 of 6

EX-7.1 2 l25738aexv7w1.htm EX-7.1 EX-7.1

Exhibit 7.1

Umberto P. Fedeli
President

March 21, 2007

Board of Directors
c/o John R. Male
Chairman & CEO
Park View Federal Savings Bank
30000 Aurora Road
Solon, OH 44139

Dear Members of the Board,

The purpose of this letter is to formally request that the Board of Directors of PVF Capital Corp. approve any purchase of shares by me which would result in my becoming an “interested shareholder” as defined in Chapter 1704 of the Ohio Revised Code.

I currently hold 6% of the common shares of PVF and am contemplating continued purchases of shares that would result in my ownership interest increasing to in excess of 10% of the outstanding shares. I am prepared to file necessary documentation with the appropriate bank regulatory authorities relating to my proposed increase in ownership upon the board’s agreement that any purchases in excess of 10% would not make me an “interested shareholder.” I am also willing to engage in discussions with PVF which would allow me to significantly increase my ownership.

I believe that your approval of this matter would be in the best interest of shareholders. I look forward to a favorable response.

Warm personal regards,

/s/ Umberto P. Fedeli

UPF/dh

Crown Centre • Fifth Floor • 5005 Rockside Road • Cleveland, Ohio • 44131-6808
Office (216) 328-8080 • 1-800-837-7191 • Fax (216) 328-8081

EX-7.2 3 l25738aexv7w2.htm EX-7.2 EX-7.2

Exhibit 7.2


PARK VIEW FEDERAL SAVINGS BANK		Crown Centre Building 5005 Rockside Rood -Fifth floor -Su1te^,5cB RO.Box318003 -lndependence.01144131-8003 Umberto P Fedoli President (218) 320-8080 -1800 837-7191 Cax (216) 901-8199

April 3, 2007

Mr. Umberto Fedeli
The Fedeli Group 5005
Rockside Road
Independence, OH 44131

Dear Unberto:

I received your letter to the PVF Capital Corp. Board of Directors dated March 21, 2007, in which you requested the Board’s approval of your proposed purchase of additional shares of the Company’s stock. At this time, the Board does not believe it to be in the best interests of the Company or its shareholders to grant your request..

You have on a number of occasions contacted individual directors to present your ideas concerning the Company, including an agreed-to meeting with two of our Board members, Stu Neidus and Stan.Taros, on March 10. We appreciate the time you have devoted and I can assure you that we will consider your views. At the same time, what directors of a public company can say to you in response to your ideas concerning Board discussions or the Company’s future plans is extremely limited due to the Federal securities laws. Company counsel has advised the Board that its members are prohibited from sharing with you in private discussions either, the Board’s internal discussions or the Company’s plans for its future, and that all Company-related information of significance should be disclosed publicly and not in private sessions with individual investors. We of course remain open to hearing new ideas, but the law forces us to be in listening mode, rather than privately discussing the Company’s future plans.

Thank you again for your interest in PVF Capital Corp.

Very truly yours,

PARK VIEW FEDERAL SAVINGS BANK

John R. Male
Chairman

JRM/tg

CORPORATE CENTER • 30000 Aurora Road • Solon • OH 44139
Tel: (440) 248-7171 • Fax: (440) 914-3916 • www.parkviewfederal.com

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