PVF Capital Corp. (AMG Invest. No. 2 LLC) 13D/A

0000950152-07-009525.txt : 20071210 0000950152-07-009525.hdr.sgml : 20071210 20071210153141 ACCESSION NUMBER: 0000950152-07-009525 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071210 DATE AS OF CHANGE: 20071210 GROUP MEMBERS: CCAG LIMITED PARTNERSHIP GROUP MEMBERS: RICHARD M. OSBORNE GROUP MEMBERS: STEVEN A. CALABRESE GROUP MEMBERS: STEVEN A. CALABRESE PROFIT SHARING TRUST 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: 071295639 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: AMG Investments No. 2 LLC CENTRAL INDEX KEY: 0001420528 IRS NUMBER: 000000000 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8500 STATION STREET STREET 2: SUITE 113 CITY: MENTOR STATE: OH ZIP: 44060 BUSINESS PHONE: 440-951-1111 MAIL ADDRESS: STREET 1: 8500 STATION STREET STREET 2: SUITE 113 CITY: MENTOR STATE: OH ZIP: 44060 SC 13D/A 1 l29103asc13dza.htm PVF CAPITAL CORP. (AMG INVEST. NO. 2 LLC) 13D/A PVF Capital Corp. (AMG Invest. No. 2 LLC) 13D/A

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. 2)

PVF Capital Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

693654 10 5

(CUSIP Number)

Marc C. Krantz, Kohrman Jackson & Krantz P.L.L., 1375 East 9^th Street, 20^th Floor, Cleveland, OH 44114, (216) 696-8700

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

November 19, 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 § 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 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).

Page 1 of 9 Pages

TABLE OF CONTENTS


Item 3. Identity and Background
Item 3. Source and Amount of Funds or Other Consideration
Item 5. Interest in Securities of the Issuer
Item 7. Material to be Filed as Exhibits
SIGNATURE
EXHIBIT INDEX
EX-7.1



CUSIP No. 693654 10 5		Page 2 of 9 Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

AMG Investments No. 2 LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP^*
(see instructions)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (see instructions)

OO, WC

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

CITIZENSHIP OR PLACE OF ORGANIZATION

Ohio

SOLE VOTING POWER

NUMBER OF

488,865

SHARES

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

488,865

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

488,865

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

6.3%

TYPE OF REPORTING PERSON (see instructions)



CUSIP No. 693654 10 5		Page 3 of 9 Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Richard M. Osborne

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(see instructions)

(a) þ

(b) o

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

SHARES

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

488,865*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

488,865*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

488,865*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

6.3%

TYPE OF REPORTING PERSON (see instructions)

* Shares owned by AMG Investments No. 2 LLC.



CUSIP No. 693654 10 5		Page 4 of 9 Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Steven A. Calabrese

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP^*
(see instructions)

(a) þ

(b) o

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

94,904⁽¹⁾

SHARES

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

512,545⁽²⁾

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

94,904⁽¹⁾

WITH

SHARED DISPOSITIVE POWER

512,545⁽²⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

607,449⁽¹⁾⁽²⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

7.8%

TYPE OF REPORTING PERSON (see instructions)

(1) Includes 44,783 shares owned by CCAG Limited Partnership and 33,942 shares owned by the Steven A. Calabrese Profit Sharing Trust.

(2) Includes 488,865 shares owned by AMG Investments No. 2 LLC, 12,930 shares owned by Mr. Calabrese’s minor children and 10,750 shares beneficially owned by Mr. Calabrese’s wife.



CUSIP No. 693654 10 5		Page 5 of 9 Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

CCAG Limited Partnership

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(see instructions)

(a) þ

(b) o

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

Ohio

SOLE VOTING POWER

NUMBER OF

44,783

SHARES

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

44,783

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

44,783

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

0.6%

TYPE OF REPORTING PERSON (see instructions)



CUSIP No. 693654 10 5		Page 6 of 9 Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Steven A. Calabrese Profit Sharing Trust

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(see instructions)

(a) þ

(b) o

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

Ohio

SOLE VOTING POWER

NUMBER OF

33,942

SHARES

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

33,942

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

33,942

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

0.4%

TYPE OF REPORTING PERSON (see instructions)


CUSIP No. 693654 10 5		Page 7 of 9 Pages

Introduction.

Pursuant to Rule 13d-1(k), this Amendment No. 2 to Schedule 13D is filed by AMG Investments No. 2 LLC, an Ohio limited liability company (“AMG”), Richard M. Osborne, Steven A. Calabrese, CCAG Limited Partnership, and the Steven A. Calabrese Profit Sharing Trust relating to the acquisition of shares of common stock, par value $0.01 per share (the “Shares”), of PVF Capital Corp. (the “Company”) by AMG. This Amendment No. 2 amends original Schedule 13D dated September 12, 2007 and Amendment No. 1 to Schedule 13D dated October 25, 2007 (together, the “Prior Schedule 13D Filings”). In the Prior Schedule 13D Filings, AMG Investments No. 2 LLC was incorrectly referred to as AMG Investments, LLC. All information relating to AMG Investments, LLC in the Prior Schedule 13D Filings should be deemed to refer to AMG Investments No. 2 LLC.

Item 2. Identity and Background.

Item 2(a) is amended and supplemented as follows:

(a) Pursuant to Rule 13d-1(k), this Schedule 13D is filed by AMG Investments No. 2 LLC, an Ohio limited liability company (“AMG”), Richard M. Osborne, Steven A. Calabrese, CCAG Limited Partnership, an Ohio limited partnership (“CCAG”), and the Steven A. Calabrese Profit Sharing Trust, an Ohio trust (the “Trust”), for the purpose of reporting acquisitions of Shares of the Company by AMG. Mr. Osborne and Mr. Calabrese are the managing members of AMG. Mr. Osborne owns his units of AMG through the Richard M. Osborne Trust, an Ohio trust of which he is the trustee. Mr. Calabrese owns his units of AMG through the Declaration of Trust dated 1/25/91, an Ohio trust of which he is the trustee. Mr. Calabrese is the President and only member of the Board of Directors and the only executive officer of the general partner of CCAG and co-trustee of the Trust. Under the governing documents of the Trust, Mr. Calabrese is in sole control of the Trust.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is amended and supplemented as follows:

The Shares reported in Item 5(c) as having been acquired by AMG were acquired for the aggregate purchase price of approximately $1,491,660 (excluding commissions) with a combination of working capital of AMG and margin debt from Wachovia Securities. Interest on the margin debt is computed at a select rate above the rate banks charge securities brokers (“call money rate”) and is subject to change, without notice, if the call money rate changes. To the extent permitted by law, Wachovia has a lien on certain of the Shares reported herein as having been acquired by AMG.

Item 5. Interest in Securities of the Issuer.

Items 5(a) and 5(c) are amended and supplemented as follows:

(a) According to the most recently available filing with the Securities and Exchange Commission by the Company, there are 7,772,292 Shares outstanding.

AMG beneficially owns 488,865 Shares, or 6.3%, of the outstanding Shares. As managing members, each of Mr. Calabrese and Mr. Osborne may be deemed to beneficially own all Shares held by AMG. Mr. Osborne does not beneficially own any Shares other than as a managing member of AMG. Mr. Calabrese beneficially owns a total of 607,449 Shares, or 7.8%, of the outstanding Shares, which includes 488,865 Shares owned by AMG, 16,179 Shares owned individually, 12,930 Shares owned by his minor children, 10,750 Shares owned by his wife, 44,783 Shares owned by CCAG and 33,942 Shares owned by the Trust. CCAG owns 44,783 Shares, or 0.6%, of the outstanding Shares. The Trust owns 33,942 Shares, or 0.4%, of the outstanding Shares.

Mr. Osborne and Mr. Calabrese determined to purchase the Shares reported in Item 5(c) as having been acquired by AMG.

(c) Since the filing of Amendment No. 1 to Schedule 13D on November 6, 2007, AMG purchased 114,180 Shares in open market transactions as set forth below:


CUSIP No. 693654 10 5		Page 8 of 9 Pages


			Approximate Per Share Price
Date	Number of Shares		(Excluding Commissions)
11/6/07		4,733	$	13.77
11/6/07		300	$	13.84
11/6/07		700	$	14.05
11/6/07		100	$	13.85
11/7/07		3,000	$	13.75
11/7/07		900	$	13.71
11/8/07		7,900	$	13.62
11/8/07		3,900	$	13.63
11/8/07		1,744	$	13.50
11/9/07		1,500	$	13.25
11/9/07		1,500	$	13.15
11/9/07		2,000	$	13.00
11/9/07		8,239	$	12.75
11/9/07		2,936	$	12.50
11/9/07		825	$	12.60
11/12/07		2,500	$	13.00
11/12/07		1,400	$	13.25
11/13/07		2,460	$	13.50
11/13/07		5,000	$	13.75
11/13/07		4,700	$	13.70
11/14/07		643	$	13.85
11/16/07		2,800	$	13.75
11/16/07		1,400	$	13.70
11/19/07		5,000	$	12.20
11/19/07		33,000	$	13.00
11/19/07		8,325	$	12.10
11/19/07		1,675	$	11.95
11/19/07		5,000	$	12.15

Item 7. Material to be Filed as Exhibits.

7.1

Joint Filing Agreement

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: December 10, 2007


	AMG Investments No. 2 LLC
	/s/ Richard M. Osborne
	Richard M. Osborne, a managing member



	/s/ Richard M. Osborne
	Richard M. Osborne, individually



	/s/ Steven A. Calabrese
	Steven A. Calabrese, individually


	Steven A. Calabrese Profit Sharing Trust
	/s/ Steven A. Calabrese
	By: Steven A. Calabrese, co-trustee


	CCAG Limited Partnership
	By:	TGF, Inc., its general partner

	/s/ Steven A. Calabrese
	By: Steven A. Calabrese, President

Page 9 of 9 Pages

EXHIBIT INDEX


Exhibit Number		Description

7.1		Joint Filing Agreement

EX-7.1 2 l29103aexv7w1.htm EX-7.1 EX-7.1

EXHIBIT 7.1

AGREEMENT OF JOINT FILING

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission, the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.


Date: December 10, 2007		AMG Investments No. 2 LLC

		/s/ Richard M. Osborne

		Richard M. Osborne, a managing member

		/s/ Richard M. Osborne

		Richard M. Osborne, individually

		/s/ Steven A. Calabrese

		Steven A. Calabrese, individually

		Steven A. Calabrese Profit Sharing Trust

		/s/ Steven A. Calabrese

		By: Steven A. Calabrese, co-trustee

		CCAG Limited Partnership
		By: TGF, Inc., its general partner

		/s/ Steven A. Calabrese

		By: Steven A. Calabrese, President

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