PVF CAPITAL CORP SC 13D/A

0000950152-07-003854.txt : 20070502 0000950152-07-003854.hdr.sgml : 20070502 20070502170929 ACCESSION NUMBER: 0000950152-07-003854 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070502 DATE AS OF CHANGE: 20070502 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: 07811623 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 l25990asc13dza.htm PVF CAPITAL CORP SC 13D/A PVF CAPITAL CORP SC 13D/A


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3 )*

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)

May 2, 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		5

NAMES OF REPORTING PERSONS:

Umberto P. Fedeli

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

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):


				Page		3		of		5

Introduction.

This Amendment No. 3 to Schedule 13D is filed by Umberto P. Fedeli relating to shares of common stock, par value $0.01 per share, of PVF Capital Corp. (the “Company”), which is the holding company for Park View Federal Savings Bank.

Item 4. Purpose of Transaction

On May 2, 2007, Mr. Fedeli sent a letter to the Board of Directors of the Company containing his plans and proposals regarding the Company. The letter is attached to this Amendment No. 3 as Exhibit 7.1.

Item 7. Material to be Filed as Exhibits.


Exhibit 7.1		Letter from Umberto P. Fedeli to the Board of Directors of PVF Capital Corp. dated May 2, 2007

Exhibit 7.2		Corrected Letter from Park View Federal Savings Bank to Umberto P. Fedeli dated April 3, 2007, originally filed with the Securities and Exchange Commission as Exhibit 7.2 to Amendment No. 2 to Schedule 13D of Mr. Fedeli on April 19, 2007


				Page		4		of		5

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: May 2, 2007



	/s/ Umberto P. Fedeli
	Umberto P. Fedeli


				Page		5		of		5

EXHIBIT INDEX


Exhibit Number		Description

Exhibit 7.1		Letter from Umberto P. Fedeli to the Board of Directors of PVF Capital Corp. dated May 2, 2007

Exhibit 7.2		Corrected Letter from Park View Federal Savings Bank to Umberto P. Fedeli dated April 3, 2007, originally filed with the Securities and Exchange Commission as Exhibit 7.2 to Amendment No. 2 to Schedule 13D of Mr. Fedeli on April 19, 2007

EX-7.1 2 l25990aexv7w1.htm EX-7.1 EX-7.1

Exhibit 7.1

Umberto P. Fedeli
5005 Rockside Road, Fifth Floor
Independence, Ohio 44131

May 2, 2007

Via Certified Mail
Return Receipt requested

The Board of Directors of
PVF Capital Corp.
30000 Aurora Road
Solon, Ohio 44139

Gentlemen,

A great business leader once said, “You either lead, follow or get out of the way.” Because I have not received Jack’s strategic plan for Park View Federal, after he has repeatedly promised, in writing, to share it with me, I am assuming that Park View does not have a plan or the executive leaders to execute one. Ironically, you have recently asked me for my plans for Park View. Although I am confused as to why a shareholder, and not Park View’s management, should be developing the bank’s business plan, I have shared my thoughts with you in the past and would be happy to do so again. As I have said repeatedly, I think it is crucial that Park View diversify beyond its traditional mortgage lending business. It is imperative that the bank integrate products and services to customers in a substantial and meaningful way. With the right management team and with the right plan, Park View can add significant value for its shareholders immediately. I suggest that Park View concentrate on the following areas for expansion:

	•		Commercial lending;

	•		Asset management/investments and a trust department;

	•		Niche products that can be cross-marketed, such as title insurance, credit life insurance and other ancillary insurance products and services;

	•		Affinity group marketing; and

	•		Strategic acquisitions.

This time is a crucial one for the bank requiring strong leadership. Using the excuse of an inverted yield curve and difficult geographic market conditions to explain Park View’s poor performance will not improve the bank’s earnings. Park View can have a very bright future, but the bank will require an infusion of capital and talent to recognize its potential. I am willing to invest substantially in PVF Capital Corp. to fund this growth on the following terms:

•

I would purchase 1.5 to 2.0 million newly-issued shares from PVF at a price to be mutually agreed. I believe that this equity infusion, along with additional leadership, will allow Park View to make investments in new products and services and pursue strategic acquisitions that would significantly increase the value of the bank for all shareholders.

•		The purchased shares would have customary demand and piggyback registration rights.

•		I would have the right to appoint three new members to PVF’s board of directors.

•		PVF would name a new president and new heads of its revamped business units with the aim to develop a comprehensive strategic business plan to diversify the bank’s business and increase its efficiency and profitability. I can think of at least six outstanding candidates who could assume positions of leadership at the bank. Several of them would be more than qualified to be president of Park View. They each have a tremendous amount of experience and track records of performance in their given fields.

•		We would review any employment, severance or change in control agreements to determine the effect, if any, of my proposal as it relates to those agreements. Increases in managements’ severance payouts, such as those announced by PVF Monday, particularly in light of the bank’s recent poor performance, serve only to benefit management and not the shareholders. As a shareholder, I can not support the increases, especially since there has been no explanation from PVF as to why the increases were granted.

My investment would be conditioned upon obtaining necessary regulatory approvals, but not financing. I reserve the right to have other investors participate with me in this share purchase. If other investors are included, their participation would also be subject to any required regulatory approvals.

I have stated on many occasions that I respect and admire the wonderful franchise and customer base that Park View has built and the bank’s dedicated employees. I am more than willing to invest a substantial amount of time, money and resources to take the bank to another level. I would welcome the opportunity to help Park View Federal, its shareholders and associates to return to significant profitability and go beyond its current capabilities.

I look forward to your quick response, and I am willing to meet with the board to provide more details of the proposals outlined in this letter. Because of SEC rules and regulations, I intend to file this letter along with an amendment to my Schedule 13D. Thank you for your time and consideration.

Warm regards,

/s/ Umberto P. Fedeli

Umberto P. Fedeli

EX-7.2 3 l25990aexv7w2.htm EX-7.2 EX-7.2

Exhibit 7.2

PARK VIEW FEDERAL

SAVINGS BANK

April 3, 2007

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

Dear Umberto:

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 Jaros, 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

/s/ John R. Male
John R. Male
Chairman

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