PVF CAPITAL CORP. (UMBERTO FEDELI) SC 13D/A

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

0000950152-08-004076.txt : 20080515 0000950152-08-004076.hdr.sgml : 20080515 20080515172134 ACCESSION NUMBER: 0000950152-08-004076 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080515 DATE AS OF CHANGE: 20080515 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: 08839413 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 l31721asc13dza.htm PVF CAPITAL CORP. (UMBERTO FEDELI) SC 13D/A PVF CAPITAL CORP. (UMBERTO FEDELI) SC 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)

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 15, 2008

(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. ¨

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 5


CUSIP No.		693654 10 5		Page		2		of		5

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (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

496,000⁽¹⁾⁽²⁾

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

496,000⁽¹⁾⁽²⁾

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

496,000⁽¹⁾⁽²⁾

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.4%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

(1) Includes 10,000 Shares owned by the Fedeli Family Charitable Foundation.
(2) Includes 1,000 Shares owned by Mr. Fedeli’s wife’s IRA, for which Mr. Fedeli disclaims beneficial ownership.


CUSIP No. 693654 10 5		Page 3 of 5

TABLE OF CONTENTS


Item 3. Source and Amount of Funds or Other Consideration
Item 4. Purpose of Transaction
Item 5. Interest in Securities of the Issuer
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
EX-7.2

Introduction.

This Amendment No. 2 to Schedule 13D 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 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 Fedeli Family Charitable Foundation (the “Foundation”) were acquired for the aggregate purchase price of $10,020 (excluding commissions) with funds of the Foundation. The Shares reported in Item 5(c) as having been acquired by Mr. Fedeli were acquired for the aggregate purchase price of approximately $170,314 (excluding commissions) with Mr. Fedeli’s personal funds.


Item 4.		Purpose of Transaction.

Item 4 is amended and supplemented as follows:

On May 5, 2008, and May 15, 2008, Mr. Fedeli sent letters to the Board of Directors of the Company containing his plans and proposals for the Company. Mr. Fedeli’s letters are attached as Exhibits 7.1 and 7.2, respectively.


Item 5.		Interest in Securities of the Issuer.

Items 5(a) and (c) are 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 7,773,823 Shares outstanding.

Mr. Fedeli beneficially owns a total of 496,000 Shares, or 6.4% of the outstanding Shares, which includes 485,000 Shares owned individually, 10,000 Shares owned by the Foundation, of which Mr. Fedeli is the president, and 1,000 Shares owned by his wife’s IRA. Mr. Fedeli disclaims beneficial ownership of the shares owned by his wife’s IRA.

Since the filing of Mr. Fedeli’s Amendment No. 1 to Schedule 13D dated April 15, 2008 Mr. Fedeli purchased 22,200 Shares in open market transactions as set forth below:


CUSIP No. 693654 10 5		Page 4 of 5


			Approximate Per Share Price
Date	Number of Shares		(Excluding Commissions)
4/22/2008		2,000	$	7.54
4/23/2008		15,200	$	7.67
4/24/2008		5,000	$	7.73


Item 6.		Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is amended and supplemented as follows:

Mr. Fedeli is aware that Ancora Securities, a registered broker/dealer with the Securities and Exchange Commission and the National Association of Securities Dealers, 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 Schedule 13D, which are held by Ancora in Mr. Fedeli’s investment account, the Foundation’s account or Mr. Fedeli’s wife’s IRA (for which Mr. Fedeli disclaims beneficial ownership). As set forth in the May 15, 2008 letter attached as Exhibit 7.2, Mr. Fedeli, together with Richard Barone, Chairman of Ancora, will take the steps necessary to conduct a proxy contest at the Company’s 2008 annual meeting to replace one-half of the existing board. Other than because Mr. Fedeli’s Shares are held at Ancora and as set forth in the May 15, 2008 letter, 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.


Item 7.		Material to be Filed as Exhibits.

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 15, 2008



	/s/ Umberto P. Fedeli
	Umberto P. Fedeli

Page 5 of 5

EXHIBIT INDEX


Exhibit Number		Description
7.1		Letter to PVF Capital Corp. dated May 5, 2008

7.2		Letter to PVF Capital Corp. dated May 15, 2008

EX-7.1 2 l31721aexv7w1.htm EX-7.1 EX-7.1

Exhibit 7.1

PVF ACQUISITION, LLC
5005 Rockside Road, Fifth Floor
Independence, Ohio 44131

May 5, 2008

PERSONAL & CONFIDENTIAL

PVF Capital Corp.
30000 Aurora Road
Solon, OH 44139
Attn: John R. Male – Chairman of the Board and Chief Executive Officer and Board of Directors

Dear Mr. Male and Members of the Board of Directors:

As you are aware, I personally own over 6% of the outstanding shares of PVF Capital Corp. As we have discussed in the past, I want to increase my ownership in PVF and have the opportunity to participate in the management and leadership of the company.

After reviewing the publicly available information on PVF, I along with other investors, through a limited liability company that was formed for this purpose, would like to acquire a significant portion of the issued and outstanding shares of common stock of PVF Capital Corp. (the “Common Stock”) at a cash price that would represent a substantial premium to the recent trading prices of the Common Stock (“Offer Price”). We believe the Offer Price we are prepared to pay takes fully into account PVF’s current value and potential future value. In addition, we believe that our proposal is generous to PVF’s shareholders and will be well received by them.

The acquisition would be accomplished by means of a tender offer. We would appreciate the opportunity to meet with the Board and senior management of PVF to present our specific proposals, including recommendations for changes in the leadership of PVF. We would appreciate your cooperation and consent to proceed with our tender offer, as well as obtaining the approvals necessary, both regulatory and shareholder, to accomplish our goals. We, including legal counsel, are prepared to meet with you at any time to discuss our proposal.

We would like complete this tender offer as soon as possible, and have available to us the necessary financial resources to fund the transaction. Under an appropriate confidentiality agreement, we would be pleased to make available to you evidence demonstrating our financial wherewithal and describe in detail our specific plans for change at PVF. Under that confidentiality agreement, we would also be able to conduct our requisite due diligence.

We are certain that you will want to give our proposal your prompt consideration. We are also sure you can appreciate that with a proposal of this kind, time is of the essence. Consequently, we request that you respond to our offer promptly, but in any event no later than May 12, 2008.

Because of the significance of this proposal, we reserve all rights to make a public announcement concerning our proposal. We look forward to working with you to complete this transaction.


	Very truly yours, PVF Acquisition, LLC
	/s/ Umberto P. Fedeli
	By: Umberto P. Fedeli
	Manager

EX-7.2 3 l31721aexv7w2.htm EX-7.2 EX-7.2

Exhibit 7.2

UMBERTO P. FEDELI
PVF ACQUISITION, LLC
5005 Rockside Road 5^th Floor
Independence, Ohio 44131

May 15, 2008

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

Dear Members of the Board of Directors:

A former U.S. President once said, “There are risks and costs to a program of action, but they are far less than the long-range risks and costs of comfortable inaction.” As a long time shareholder of PVF Capital Corp. (“Park View”), I am writing to you again to beseech you to take action and make the necessary changes for the good of all shareholders.

I am frustrated and concerned with the inaction of the board and management of Park View. I have written to you repeatedly over the last 14 months asking to you to implement a plan to bring value to Park View and to its shareholders. In my dealings with Park View, I am reminded of the Tarantella, an Italian wedding dance where the parties dance around and around but don’t go anywhere. This dance must come to an end in order to save Park View.

I have repeatedly requested that Park View develop a business plan. I disclosed in advance of its termination that the merger with United Community would not close and I believe that you knew that as well. Be that as it may, it has now been over 45 days since the disclosure of the termination of the merger and I am dismayed that no business plan has been developed and disclosed. I will again share my thoughts with you on a plan for PVF. I believe that Park View is uniquely positioned to take advantage of what is otherwise a weak bank environment in Northeast Ohio. Park View’s loyal customer base, established branch network, dedicated employees and asset size, combined with the weakness facing competitive banks and thrifts, provides Park View with an opportunity to not only turn itself around, but to grow, increase market share and thereby benefit all shareholders. However, to do so, Park View must make immediate changes to its board and management team. Without new board and management strength, I believe that Park View will simply remain just another thrift that lacks clear direction, with no real business strategy, with few options and a continuing declining stock price.

As I have said repeatedly, it is crucial that Park View diversify beyond its traditional mortgage lending business. It is imperative that the bank integrate products and service 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. Park View needs to 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. With the turmoil in the local and nationwide banking markets, I believe that talented bank and thrift executives are currently available to assist Park View and execute a turnaround and growth strategy.

In addition to new leadership, and as I have previously indicated, Park View requires an infusion of capital to realize its potential. Park View’s most recent Form 10-Q for the quarter ended March 31, 2008 indicates that the bank has not expanded its product line and remains almost entirely dependent on its real estate lending with real estate mortgages totaling 95% of the bank’s total loans. With the substantial exposure to raw land and construction loans, including speculative housing developments, I believe that additional write-offs on the loan portfolio will be necessary in the future and such write-offs may be significant which would also necessitate additional capital. Further, long-term advances from the Federal Home Loan Bank increased in the quarter by $20 million to $30 million potentially indicating that Park View is in need of additional liquidity. Everything points to additional capital requirements, yet the Board continues not to listen.

As I initially stated in my May 2, 2007 letter to you and as reiterated here, I am ready and willing to invest substantially in Park View to fund growth. The investment would be on the following terms:

•		I would purchase 1.5 to 2.5 million newly-issued shares from Park View at a price to be mutually agreed. At current market prices, this equity infusion would amount to between $13.5 and $22.5 million for Park View and its balance sheet. 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. With many talented bank and thrift executives available, I can think of numerous outstanding candidates who could assume positions of leadership at the bank. Several of them are uniquely 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. I would request that the increases in managements’ severance payouts executed in connection with the failed merger be rolled back to their prior severance arrangements so that the burden is not on Park View’s shareholders to pay these increased costs. Those increases serve only to benefit management and not the shareholders. As a shareholder, I cannot support these increases.

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.

As you are certainly aware, I never received a response from Park View on my proposal for an additional investment and have continued to wait for change to happen. That change never came. Just more of the “Tarantella.”

One year later, I sent you a letter, dated May 5, 2008, in which I proposed acquiring a significant portion of Park View’s outstanding common stock at a cash price that would represent a premium to the recent trading price of the stock. This acquisition would be accomplished by means of a tender offer. I consider a tender offer as a last resort, and the result of the current Board’s inability to act to protect and enhance shareholder value. In order to advance forward with a plan, I asked for the opportunity to meet with the Board and senior management of PVF to present specific proposals and obtain your cooperation and consent to proceed with our tender offer, as well as obtaining the approvals necessary, both regulatory and shareholder, to accomplish our goals. You agreed to a meeting but not surprisingly given the long standing pattern of inaction delayed the meeting until the end of May – more than three weeks after I sent the letter. I do not share your belief that time is not of the essence.

I have always sought your cooperation with respect to my plans for Park View. However, seeking your cooperation has only resulted in inaction. Together, Richard Barone, Chairman of Ancora Group of Companies, and I own 9.4% of the Park View’s common stock. Assuming your inaction continues, we will take the steps necessary to conduct a proxy contest at Park View’s 2008 annual meeting to replace one-half of the existing board. In addition, once successful in the proxy contest, we will present the new board with proposed leadership changes. Further, in the absence of the necessary leadership changes and cooperation in our efforts to make an additional investment in Park View, we will do whatever else is necessary to realize value for shareholders, including proceeding as and when we see fit with a tender offer and with or without your consent.

Park View owes it to its shareholders to take the immediate steps to change the board and management and begin to execute a business plan that can enable the company to succeed and thrive.

I look forward to hearing from you.


	Very truly yours,
	/s/ Umberto P. Fedeli
	Umberto P. Fedeli

Letter to PVF Capital Corp. dated May 5, 2008

Letter to PVF Capital Corp. dated May 15, 2008