PVF Capital Corp SC 13 D/A

0000950152-07-004857.txt : 20070601 0000950152-07-004857.hdr.sgml : 20070601 20070601122207 ACCESSION NUMBER: 0000950152-07-004857 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070601 DATE AS OF CHANGE: 20070601 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: 07893187 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 l26456asc13dza.htm PVF CAPITAL CORP SC 13 D/A PVF Capital Corp SC 13 D/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)
(Amendment No. 4 )*

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 24, 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):

TABLE OF CONTENTS


	Item 4. Purpose of Transaction
	Item 7.Material to be Filed as Exhibits
SIGNATURE
EXHIBIT INDEX
EX-7.1


CUSIP No.		693654 10 5		Page		3		of		5

Introduction.

This Amendment No. 4 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 25, 2007, Mr. Fedeli submitted a shareholder proposal to the Company for inclusion in the Company’s proxy statement relating to the 2007 annual meeting of shareholders. The proposal is attached to this Amendment No. 4 as Exhibit 7.1.

Item 7. Material to be Filed as Exhibits.


Exhibit 7.1		Shareholder Proposal of Umberto P. Fedeli

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: June 1, 2007


		/s/ Umberto P. Fedeli Umberto P. Fedeli

Page 4 of 5

EXHIBIT INDEX


Exhibit Number		Description
Exhibit 7.1		Shareholder Proposal of Umberto P. Fedeli

Page 5 of 5

EX-7.1 2 l26456aexv7w1.htm EX-7.1 EX-7.1

Exhibit 7.1

The Fedeli Group
Umberto P. Fedeli
President

May 22, 2007

PVF Capital Corp.
30000 Aurora Road
Solon, OH 44139
Attn: Jeffrey N. Male, Secretary

Dear Mr. Male:

Enclosed, please find my shareholder’s proposal for inclusion in the proxy statement of PVF Capital Corp. (“Park View”) relating to the 2007 annual meeting of shareholders of Park View (the “Annual Meeting”) pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended. Please also let this letter serve as confirmation that I have continuously held at least 1% of the common stock of Park View for at least one year and I will continue to hold such securities though the date of the Annual Meeting.

To further demonstrate my eligibility to submit this shareholder’s proposal, enclosed are copies of my Schedule 13D relating to Park View dated June 9, 2004 as well as my amendments to Schedule 13D dated February 14, 2007, April 3, 2007 and May 2, 2007. Please do not hesitate to contact me if you have any questions about my proposal.

Thank you for your assistance.

Warm regards,

/s/ Umberto P. Fedeli

Umberto P. Fedeli

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

Proponent’s Proposal and Supporting Statement

Resolved: The shareholders of PVF Capital Corp. (Park View) request that the board of directors take the necessary steps, in accordance with applicable Ohio law, to declassify the board of directors so that all directors are elected annually, with the declassification to be carried out in a manner that does not affect the unexpired terms of directors previously elected.

Supporting Statement

The election of directors is the primary avenue for shareholders to influence corporate governance policies and to hold management accountable for its implementation of those policies. I believe that classification of the board of directors, which results in only a portion of the board being elected annually, is not in the best interests of Park View and its shareholders.

Park View’s board of directors is currently divided into two classes, with four directors elected each year to two-year terms. If there were nine or more directors, the board would be divided into three classes and the directors elected for a term of three years. Eliminating this classification system would require each director to stand for election annually and would give shareholders an opportunity to register their views on the performance of the board collectively and each director individually.

Several recent academic studies have found a significant positive relationship between governance practices that empower shareholders (such as declassifying the board) and company value. For example, Harvard Law School’s Lucian A. Bebchuk and Alma Cohen found evidence that staggered boards cause an economically meaningful reduction in the value of a company (“The Costs of Entrenched Boards,” Journal of Financial Economics, 2005). Professor Bebchuk and his colleagues also determined that a staggered board provides no countervailing benefit, such as a higher purchase price premium upon the sale of the company (“The Powerful Antitakeover Force of Staggered Board,” Stanford Law Review, 2002).

Investors increasingly favor requiring annual elections for all directors. Shareholder proposals recommending annual elections received, on average, 66.8% of the vote in the first half of 2006, according to Institutional Shareholder Services (ISS), compared with a 60.5% average in the first half of 2005 (2006 ISS Postseason Report). ISS also found that the prevalence of classified boards among S&P 500 companies fell dramatically in 2006, putting companies with classified boards in the minority.

I regard as unfounded the concern expressed by management of some companies that the annual election of all directors could destabilize the board or leave the company without experienced directors. The directors of most public companies are routinely re-elected every year. In the unlikely event that shareholders do vote to replace a significant number of the board members, such a decision would express enormous dissatisfaction with the incumbent directors and would reflect an urgent need for change. I feel that annually elected directors are equally capable of focusing on the long-term performance of our company and would also be more accountable to Park View’s shareholders.

I urge you to vote FOR this resolution.

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