10-K/A 1 fm10ka2002-1224.txt FORM 10-K/A (AMENDMENT NO. 2) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _____________________ FORM 10-K/A (AMENDMENT NO. 2) FOR ANNUAL AND TRANSITIONAL REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2002 [ ] TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ COMMISSION FILE NUMBER 0-24948 PVF CAPITAL CORP. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) OHIO 34-1659805 ----------------------------------- ------------------------- (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 30000 Aurora Road, Solon, Ohio 44139 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (440) 248-7171 -------------- Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: Common Stock (par value $.01 per share) --------------------------------------- Title of Class Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The registrant's voting stock is listed on the NASDAQ SmallCap Market under the symbol "PVFC." The aggregate market value of the voting stock held by nonaffiliates of the registrant, based on the closing sales price of the registrant's common stock as quoted on the Nasdaq SmallCap Market on September 10, 2002, was $52,013,667. For purposes of this calculation, it is assumed that directors, executive officers and 5% stockholders of the registrant are affiliates. As of September 10, 2002, the registrant had 5,790,726 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE 1. Portions of Annual Report to Stockholders for the Fiscal Year Ended June 30, 2002. (Parts II and IV) 2. Portions of Proxy Statement for the 2002 Annual Meeting of Stockholders. (Part III) PART III ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ------------------------------------------------------------------------ (a) and (b) Persons and groups beneficially owning in excess of 5% of the Common Stock are required to file certain reports with respect to such ownership pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The following table sets forth, as of September 10, 2002, certain information as to the Common Stock beneficially owned by each of the Company's directors, by the non-director executive officer of the Company named in the Summary Compensation Table set forth under the caption "Proposal I -- Election of Directors -- Executive Compensation -- Summary Compensation Table" in the Proxy Statement, and by all executive officers and directors of the Company as a group.
AMOUNT AND PERCENT OF SHARES NAME OF DIRECTORS NATURE OF OF COMMON STOCK AND EXECUTIVE OFFICERS: BENEFICIAL OWNERSHIP (1) OUTSTANDING ---------------------- ------------------------ ----------------- DIRECTORS: --------- John R. Male 275,270 4.73% Robert K. Healey 139,983 2.41 Gerald A. Fallon -- -- Raymond J. Negrelli -- -- Stuart D. Neidus 37,198 .64 Stanley T. Jaros 15,788 .27 C. Keith Swaney 183,790 3.16 EXECUTIVE OFFICER: ----------------- Jeffrey N. Male 223,618 3.85 All Executive Officers and Directors as a Group (8 persons) 875,647 14.87 ____________ (1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner, for purposes of this table, of any shares of Common Stock if he has or shares voting or investment power with respect to such Common Stock or has a right to acquire beneficial ownership at any time within 60 days from the Record Date. As used herein, "voting power" is the power to vote or direct the voting of shares and "investment power" is the power to dispose or direct the disposition of shares. The amounts shown include 24,740, 6,424, 0, 0, 9,751, 9,751, 29,900, 16,490 and 97,056 shares that Directors John R. Male, Robert K. Healey, Gerald A. Fallon, Raymond J. Negrelli, Stuart D. Neidus, Stanley T. Jaros and C. Keith Swaney, Mr. Jeffrey N. Male, and all executive officers and directors as a group, respectively, have the right to acquire pursuant to options exercisable within 60 days of the Record Date. The amounts shown do not include 21,963 and 21,963 shares in which John R. Male and Jeffrey N. Male, respectively, have a pecuniary interest through their ownership of limited partnership interests in a family limited partnership; such individuals do not have or share voting or dispositive power over such shares.
2 (c) Management knows of no arrangements, including any pledge by any person of securities of the Bank, the operation of which may at a subsequent date result in a change in control of the registrant. (d) Equity Compensation Plans The following table sets forth certain information with respect to the Company's equity compensation plans.
NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE NUMBER OF SECURITIES TO BE ISSUED WEIGHTED-AVERAGE EXERCISE UNDER EQUITY COMPENSATION UPON EXERCISE OF OUTSTANDING PRICE OF OUTSTANDING PLANS (EXCLUDING SECURITIES PLAN CATEGORY OPTIONS, WARRANTS AND RIGHTS OPTIONS, WARRANTS AND RIGHTS REFLECTED IN COLUMN (A)) ------------- --------------------------------- ---------------------------- ------------------------------ Equity compensation plans 342,126 $8.43 330,229 approved by security holders Equity compensation plans not 0 0 0 approved by security holders Total 342,126 $8.43 330,229
PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K ------------------------------------------------------------------------- (a) 1. Independent Auditors' Report (incorporated by reference to the Annual Report) Consolidated Financial Statements (incorporated by reference to the Annual Report) (a) Consolidated Statements of Financial Condition, at June 30, 2002 and 2001 (b) Consolidated Statements of Operations for the Years Ended June 30, 2002, 2001 and 2000 (c) Consolidated Statements of Stockholders' Equity for the Years Ended June 30, 2002, 2001 and 2000 (d) Consolidated Statements of Cash Flows for the Years Ended June 30, 2002, 2001 and 2000 (e) Notes to Consolidated Financial Statements. 2. All schedules have been omitted as the required information is either inapplicable or included in the Notes to Consolidated Financial Statements. 3. Exhibits and Index to Exhibits The following exhibits are either attached to or incorporated by reference in this Annual Report on Form 10-K.
No. Description -- ----------- 3.1 Certificate of Incorporation, as amended **** 3.2 Code of Regulations * 3.3 Bylaws * 4 Specimen Stock Certificate * 10.1 Park View Federal Savings Bank Conversion Stock Option Plan + * 10.2 PVF Capital Corp. 1996 Incentive Stock Option Plan + * 10.3 Form of Severance Agreement between PVF Capital Corporation and **** each of John R. Male, C. Keith Swaney and Jeffrey N. Male + 3 10.4 Park View Federal Savings Bank Supplemental Executive ** Retirement Plan + 10.5 PVF Capital Corp. 2000 Incentive Stock Option Plan and Form of Stock Option Agreement + *** 13 PVF Capital Corp. Annual Report to Stockholders for the year ended June 30, 2002 **** 21 Subsidiaries of the Registrant **** 23.1 Consent of KPMG LLP **** 23.2 Consent of Crowe Chizek and Company, LLP **** 99 Certification of Chief Executive Officer and Chief Financial Officer __________ * Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended June 30, 1996 (Commission File No. 0-24948). ** Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended June 30, 1998 (Commission File No. 0-24948). *** Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended June 30, 2000 (Commission File No. 0-24948). **** Previously filed. + Management contract or compensory plan or arrangement.
(b) No current reports on Form 8-K have been filed during the last quarter of the fiscal year covered by this report. (c) All required exhibits are filed as attached. (d) No financial statement schedules are required. 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PVF CAPITAL CORP. October 18, 2002 By: /s/ John R. Male ----------------------------------- John R. Male Chairman of the Board of Directors and Chief Executive Officer Certification I, John R. Male, Chairman of the Board and Chief Executive Officer of PVF Capital Corp., certify that: 1. I have reviewed this annual report on Form 10-K of PVF Capital Corp.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report. Date: October 18, 2002 /s/ John R. Male -------------------------------------- John R. Male Chairman of the Board and Chief Executive Officer (Principal Executive Officer) Certification I, C. Keith Swaney, President and Chief Operating Officer of PVF Capital Corp., certify that: 1. I have reviewed this annual report on Form 10-K of PVF Capital Corp.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report. Date: October 18, 2002 /s/ C. Keith Swaney ------------------------------------------ C. Keith Swaney President and Chief Operating Officer (Principal Financial Officer)