-----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, Pu8OCQvI9prjKyILzuxqprAQaJWqjQtfnyJ2JAykm8PCo7jB609i/0Osp85Cuisa bbYVAQsocPzCYkNs6mxlyw== 0000950152-07-001367.txt : 20070222 0000950152-07-001367.hdr.sgml : 20070222 20070222103127 ACCESSION NUMBER: 0000950152-07-001367 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070222 DATE AS OF CHANGE: 20070222 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: 07640770 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 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 SC 13D/A 1 l24879asc13dza.htm PVF CAPITAL CORP/UMBERTO P. FEDELI SC 13D/A PVF Capital Corp/Umberto P. Fedeli SC 13D/A
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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)
(Amendment No. 1)*

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)
February 14, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) 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 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).

 
 

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1   NAMES OF REPORTING PERSONS: S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
   
 
  Umberto P. Fedeli
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS
   
  PF
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States of America
       
  7   SOLE VOTING POWER:
     
NUMBER OF   465,000
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY    
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   465,000
       
WITH 10   SHARED DISPOSITIVE POWER:
     
   
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  465,000
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  6.0%
     
14   TYPE OF REPORTING PERSON*
   
  IN

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Item 3. Source and Amount of Funds or Other Consideration
Item 4. Purpose of Transaction
Item 5. Interest in Securities of Issuer
Item 5(a) of Schedule 13D is hereby amended and supplemented as follows
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 7.Material to be Filed as Exhibits
SIGNATURE
EXHIBIT INDEX
EX-7.1

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Introduction.
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is filed by Umberto P. Fedeli to report Mr. Fedeli’s acquisition of additional 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. This filing amends Mr. Fedeli’s original Schedule 13D (“Original 13D”) relating to the Company dated June 9, 2004. The original Schedule 13D was erroneously labeled Amendment No. 2 when filed on June 10, 2004.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares reported in Item 5(c) as having been acquired by Mr. Fedeli were acquired for an aggregate purchase price of approximately $832,936 (excluding commissions) with Mr. Fedeli’s personal funds.
Item 4. Purpose of Transaction
Mr. Fedeli has been purchasing Shares of the Company for investment in the ordinary course of his business. Mr. Fedeli reserves the right to acquire, or dispose of, additional Shares of the Company as he considers advisable and may determine to acquire a significant amount of additional shares.
Mr. Fedeli has had, and expects to continue to have, conversations with the Company’s management and members of the Board of Directors in an effort to maximize value for the Company’s shareholders. 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, Mr. Fedeli is concerned about several recent trends.
Mr. Fedeli is concerned about the drop in the Company’s return on equity and return on assets, the decline in the Company’s efficiency ratio and the increase in the Company’s general administrative expenses, all of which has led to a decrease in profitability. In addition, Mr. Fedeli is concerned about the aggregate level of the loan loss reserves of the Company and that in its most recent quarter the Company reduced its reserve for loan losses.
Mr. Fedeli has encouraged the Company to seek other sources of bank and thrift revenue beyond its traditional home mortgage lending base, enabling the Company to reduce its exposure to interest rate sensitivity. To enable the Company to expand into other business areas, Mr. Fedeli has also encouraged the Company to retain additional senior management experienced in these expanded lines of business. Mr. Fedeli has communicated his concerns and concepts to John R. Male, the Company’s chairman and CEO, and, as events warrant, expects to continue to have conversations with Mr. Male, as well as with other members of the Board of Directors. Mr. Fedeli looks forward to understanding the Company’s plan for improved efficiencies and profitability, as well as growth. In the meantime, Mr. Fedeli has requested a list of the Company’s shareholders so he may communicate with them regarding the Company’s future plans. Mr. Fedeli’s letter requesting the shareholders list is attached to this Schedule 13D as Exhibit 7.1.

 

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Of course, Mr. Fedeli may make additional contacts with the Company’s management, members of the Board and other shareholders regarding potential strategies to increase shareholder value. Based on these discussions and other relevant factors, Mr. Fedeli may review or reconsider his current position or formulate new plans or proposals relating to the Company. According to the Home Owners’ Loan Act and regulations of the Office of Thrift Supervision, advance notice to or approval by the Office of Thrift Supervision may be necessary for Mr. Fedeli to take actions resulting in Mr. Fedeli having a controlling influence over the Company or the management or policies of the Company. 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 5. Interest in Securities of Issuer.
Item 5(a) of Schedule 13D is hereby amended and supplemented as follows:
     (a) According to the most recently available filing with the Securities and Exchange Commission by the Company, there are 7,727,928 Shares outstanding. Mr. Fedeli beneficially owns 465,000 Shares, or 6.0% of the outstanding Shares.
     (c) In the past 60 days, Mr. Fedeli has acquired 77,800 Shares in open market transactions as follows:
                 
            Approximate Per Share Price
Date   Number of Shares   (Excluding Commissions)
2/14/2007
     14,000     $ 10.84  
2/12/2007
     8,000     $ 10.80  
1/26/2007
     5,000     $ 10.80  
1/25/2007
     2,000     $ 10.85  
1/24/2004
     1,000     $ 10.74  
1/23/2007
     7,000     $ 10.76  
1/22/2007
     11,000     $ 10.69  
1/18/2007
     17,000     $ 10.63  
1/17/2007
     5,000     $ 10.61  
1/16/2007
     7,800     $ 10.47  
Item 6.   Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Mr. Fedeli is aware that Ancora Securities, Inc., a registered broker/dealer with the Securities and Exchange Commission and the National Association of Securities Dealers (“Ancora Securities”), and certain of its affiliates hold Shares. Mr. Fedeli is an investment client of Ancora Securities. Mr. Fedeli has no beneficial interest in any Shares held by Ancora Securities or its affiliates, other than the Shares described in this Amendment No. 1 and the Original 13D, which are held by Ancora in Mr. Fedeli’s investment account. Other than because Mr. Fedeli’s Shares are held at Ancora, Mr. Fedeli has no contracts, arrangements, understandings or relationships with Ancora Securities or any of its affiliates with respect to the Shares, and disclaims membership in a group with Ancora Securities or any of its affiliates.

 

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Item 7. Material to be Filed as Exhibits.
     Exhibit 7.1       Demand to Examine List of Shareholders of PVF Capital Corp.

 

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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: February 21, 2007
        
 
        
 
  /s/ Umberto P. Fedeli
 
Umberto P. Fedeli 		   

 

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EXHIBIT INDEX
     
Exhibit Number   Description
 
    
7.1
  Demand to Examine List of Shareholders of PVF Capital Corp.

 

EX-7.1 2 l24879aexv7w1.htm EX-7.1 EX-7.1
 

Exhibit 7.1
The Fedeli Group
5005 Rockside Road
Suite 500
Independence, Ohio 44131
February 21, 2007
PVF Capital Corp.
30000 Aurora Road
Solon, Ohio 44139
Attn: Jeffrey N. Male
           Corporate Secretary
Re: Examine List of Shareholders of PVF Capital Corp.
Dear Jack:
I am the owner of 465,000 shares of the common stock of PVF Capital Corp. Pursuant to the requirements of Ohio law, I am entitled to inspect the list of PVF shareholders. I would like to examine the shareholder list for the purpose of obtaining the names, addresses and holdings of other shareholders with whom I may wish to communicate with regarding the affairs of PVF.
Kindly deliver the following information to my attention at 5005 Rockside Road, Suite 500, Independence, Ohio 44131:
•   A list of the record holders of all shares of PVF’s stock as of the most recent practicable date, certified by PVF’s transfer agent, showing the names, addresses and the number and class of shares issued to or transferred of record to or by each shareholder;
 
•   A computer disk containing the record holders of all shares of PVF’s stock as of the most recent practicable date, showing the names, addresses and the number and class of shares issued to or transferred of record to or by each shareholder, including any computer processing data that is necessary to access and use the information; and

 

 

•   All information in PVF’s possession or control or which can reasonably be obtained from nominees of any central certificate depository system concerning the number and identity of the actual beneficial owners of PVF’s shares, including a breakdown of any holdings in the name of CEDE & Co., Kray & Co., Pacific & Co., NCC & Co., Philadep, DLH, NEST and other similar nominees, and any list of non-objecting beneficial owners (NOBO) in PVF’s possession.
I will bear the reasonable costs incurred by PVF in connection with the copying of the above information.
Please immediately advise me by phone (216) 328-8080, or fax (216) 901-8199, as to when the shareholder list will be provided. Thanks so much.
Sincerely,
/s/ Umberto P. Fedeli
Umberto P. Fedeli
cc:      John R. Male, Chairman and CEO, PVF Capital Corp.

 

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