-----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, Uux6WqyYY6lobF5gbij6awnhj53J5B89QBlDxzDwQY37X6YmzS408m/3JxcTictu HU6KWFyMuRMNC74ezvc9Fg== 0000909654-08-001697.txt : 20081006 0000909654-08-001697.hdr.sgml : 20081006 20081006151625 ACCESSION NUMBER: 0000909654-08-001697 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080930 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Impairments ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081006 DATE AS OF CHANGE: 20081006 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24948 FILM NUMBER: 081109346 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 8-K 1 pvfcapital8koct6-08.txt 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 30, 2008 PVF Capital Corp. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Ohio 0-24948 34-1659805 - ---------------------------- ---------------------- -------------------- (State or Other Jurisdiction Commission File Number (I.R.S. Employer of Incorporation) 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 Not Applicable ------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) 2 ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT ------------------------------------------ On September 30, 2008, PVF Capital Corp. (the "Company") and its wholly owned subsidiary, Park View Federal Savings Bank (the "Bank"), entered into two separate agreements (each, an "Agreement," and, collectively, the "Agreements"), one with Steven A. Calabrese, CCAG Limited Partnership and Steven A. Calabrese Profit Sharing Trust (collectively, the "Calabrese Parties"), and the second with Richard M. Osborne and Richard M. Osborne Trust (collectively, the "Osborne Parties"). Under the Agreements, the Company and the Bank agreed to expand the board of directors of each entity by two members and to appoint Mr. Calabrese and Mr. Osborne as directors of each entity. Mr. Calabrese was appointed to the class of directors with terms expiring at the 2009 annual meeting of stockholders, and Mr. Osborne was appointed to the class of directors with terms expiring at the 2010 annual meeting of stockholders. The Company also agreed to renominate Mr. Calabrese for election to an additional three-year term as a director at the Company's 2009 annual meeting of stockholders and to reelect him as a director of the Bank for a three-year term if he is reelected as a director at the Company's 2009 annual meeting of stockholders. Under the Agreements, subject to any limitation imposed by law or by any regulatory authority having jurisdiction over the Company or the Bank, in the event that any time prior to the scheduled expiration of his initial term as a director or, if, in the case of Mr. Calabrese, he is reelected as a director at the Company's 2009 annual meeting of stockholders, prior to the scheduled expiration of the term to which he is reelected, Mr. Calabrese or Mr. Osborne is unable to serve as a director, whether because of resignation, removal or otherwise, he is entitled to designate a substitute nominee who is reasonably acceptable to the Company's board of directors, and the Company will appoint the substitute nominee to the board of directors for the remainder of the term, provided the substitute nominee agrees to be bound by certain provisions of the Agreement. Messrs. Calabrese and Osborne lose this right to appoint a substitute nominee if their beneficial ownership of the Company common stock falls below 4.0% and 1.2%, respectively, of the Company's outstanding common stock. The Calabrese Parties and the Osborne Parties each agreed that for a period of two years from the date of the Agreement (the "Standstill Period"), they and their affiliates or associates will not (and they will not assist or encourage others to), directly or indirectly, in any manner, without prior written approval of the Company's board of directors: (i) make, or in any way participate in, alone or in concert with others, any "solicitation" of "proxies" to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission promulgated pursuant to Section 14 of the Exchange Act) or seek to advise or influence in any manner whatsoever any person with respect to the voting of any voting securities of the Company, except pursuant to the Company's publication of its proxy statement; (ii) form, join or in any way participate in a "group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of the Company; (iii) acquire, offer to acquire or agree to acquire, alone or in concert with others, by purchase, exchange or otherwise, (a) any of the assets, tangible and intangible, of the Company or (b) direct or indirect rights, warrants or options to acquire any assets of the Company; (iv) otherwise act, alone or in concert with others (except in his expressing views as a director at meetings of the board of directors or a committee of the board of directors of the Company or the Bank), to seek to offer to the Company or any of its stockholders any business combination, tender or exchange offer, restructuring, recapitalization or similar transaction to or with the Company or otherwise seek, alone or in concert with others to control or change the management, board of directors or policies of the 3 Company or nominate any person as a director of the Company or the Bank who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of the Company; (v) make or cause to be made a proposal for consideration by the stockholders of the Company; or (vi) announce an intention to do, or enter into any arrangement or understanding with others to do, any of the actions restricted or prohibited under clauses (i) through (v) above, or publicly announce or disclose any request to be excused from any of the foregoing obligations. In addition, at the Company's 2008 annual meeting of stockholders, the Calabrese Parties and the Osborne Parties agreed to vote all the shares they collectively beneficially own in favor of the nominees for election or reelection as director of the Company selected by the board of directors and otherwise to support such director candidates. Thereafter, during the Standstill Period, the Calabrese Parties and the Osborne Parties agreed to vote all shares of the Company they or any of them beneficially own in favor of the nominees for election or reelection as director of the Company selected by the Board and otherwise to support such director candidates. During the Standstill Period, the parties to the Agreements agreed not to disparage the other parties to the Agreements or their officers or directors, including director nominees. The applicable Agreement would terminate if Mr. Osborne or Mr. Calabrese resigns from the boards of directors of the Company and the Bank and waives his right to appoint a substitute nominee. The provisions of clauses (i) through (vi) set forth above (other than the commitment in clause (iv) not to nominate any person as a director of the Company or the Bank) will terminate upon a decision by the Company's board of directors to engage in substantive negotiations with any prospective merger partner or partners identified through a solicitation of indications of interest or otherwise, with respect to certain business combinations and similar transactions. The Agreements are attached hereto as Exhibits 10.1 and 10.2, and the foregoing summary of the Agreements is qualified in its entirety by reference to the Agreements. ITEM 2.06 MATERIAL IMPAIRMENTS -------------------- On September 30, 2008, the Board of Directors of the Company concluded that the Company will record a non-cash, other than temporary gross impairment charge of approximately $1.7 million relative to its investments in preferred stock issued by the Federal Home Loan Mortgage Corporation ("FHLMC") and the Federal National Mortgage Association ("FNMA"). This represents an after-tax charge of approximately $1.1 million, or $0.15 per share, which will be recorded during the quarter ended September 30, 2008. This action was taken following the September 7, 2008 announcement that the Federal Housing Finance Agency had placed FHLMC and FNMA under conservatorship and that dividend payments on the subject securities were being suspended. For more 4 information, reference is made to the Company's press release dated September 30, 2008, a copy of which is attached to this Report as Exhibit 99.1 and is incorporated herein by reference. ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; ------------------------------------------------------------------ APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN -------------------------------------------------------------------- OFFICERS -------- (d) Effective October 1, 2008, pursuant to the Agreements described in Item 1.01 herein, Steven A. Calabrese and Richard M. Osborne were appointed as directors of the Company and the Bank. For more information, reference is made to the Company's press release dated October 1, 2008, which is attached to this Report as Exhibit 99.2 and is incorporated herein by reference. Certain companies owned or managed by Messrs. Osborne or Calabrese have loans outstanding with the Bank. All such loans were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons not related to the Bank, and did not involve more than the normal risk of collectibility or present other unfavorable features. ITEM 8.01 OTHER EVENTS ------------ Pursuant to Article Tenth of the Company's First Amended and Restated Articles of Incorporation (the "Articles"), the members of each class of directors shall be elected for a term of two years if the board of directors consists of six, seven or eight members, or three years if the board of directors consists of nine or more members, and until their successors are elected and qualified. The Articles further provide that if an increase in the number of directors causes the number of directors to be nine or more, the new and existing directorships may be reallocated as appropriate so as to create a third class of directors. Accordingly, effective with the expansion of the Company's Board of Directors to ten members and the appointment of Steven A. Calabrese and Richard M. Osborne as directors of the Company, the Board of Directors reallocated the new and existing directorships to create a third class of directors, with each class of directors to serve for terms of three years or until their successors are elected and qualified. The new and reallocated director classes are as follows: (i) directors with terms expiring at the 2008 annual meeting of stockholders: Robert K. Healey, Stuart D. Neidus, Stanley T. Jaros and Raymond J. Negrelli; directors with terms expiring at the 2009 annual meeting of stockholders: C. Keith Swaney, Gerald A. Fallon and Steven A. Calabrese; and directors with terms expiring at the 2010 annual meeting of stockholders: John R. Male, Ronald D. Holman, II and Richard M. Osborne. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) The following exhibits are filed herewith: Exhibit 10.1 Agreement dated September 30, 2008 among PVF Capital Corp., Park View Federal Savings Bank, Steven A. Calabrese, CCAG Limited Partnership and Steven A. Calabrese Profit Sharing Trust Exhibit 10.2 Agreement dated September 30, 2008 among PVF Capital Corp., Park View Federal Savings Bank, Richard M. Osborne and Richard M. Osborne Trust Exhibit 99.1 Press release dated September 30, 2008 Exhibit 99.2 Press release dated October 1, 2008 5 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PVF CAPITAL CORP. Dated: October 6, 2008 By: /s/ John R. Male ------------------------------------ John R. Male Chairman and Chief Executive Officer EX-10.1 2 pvfcapitalexb101oct6-08.txt 1 EXHIBIT 10.1 AGREEMENT This Agreement is made by and between PVF Capital Corp. ("PVF") and Park View Federal Savings Bank (the "Bank") (collectively, the "PVF Parties") and Steven A. Calabrese, CCAG Limited Partnership and Steven A. Calabrese Profit Sharing Trust (collectively, the "Calabrese Parties") on behalf of themselves and their respective affiliates (the PVF Parties and the Calabrese Parties together, collectively, the "Parties"). In consideration of the covenants, promises and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. BOARD EXPANSION AND MEMBERSHIP (a) At the "Effective Date," as determined below, the board of directors of PVF (the "Board") will be expanded from eight to ten members, and Steven A. Calabrese will be appointed as a director of PVF by the Board. Mr. Calabrese will be appointed to the class of directors with terms expiring at PVF's 2009 annual meeting of stockholders. At all times from and after the date of this Agreement, the Board will appoint, at its sole discretion, all other persons to fill remaining director positions or vacancies on the Board. Mr. Calabrese shall receive the normal compensation and benefits paid to directors of PVF and the Bank while he serves as a director thereof. The Effective Date shall be determined in the manner set forth below, and shall be the day following the date that to the reasonable satisfaction of PVF none of the Calabrese Parties is a "management official" of LNB Bancorp, Inc. ("LNB") or a "depository institution" subsidiary thereof. Such determination that none of the Calabrese Parties is a "management official" of LNB or a "depository institution" subsidiary thereof shall be made when all of the following have occurred: (i) Mr. Calabrese shall have delivered to LNB a written irrevocable waiver of his right to designate a nominee and successor nominee to the Board of Directors of LNB, a copy of which Mr. Calabrese shall provide to PVF; (ii) PVF shall have received a certificate executed by Mr. Calabrese stating that he is not a "management official" of LNB or a "depository institution" subsidiary thereof; and (iii) PVF shall have received certificates executed by each of Mr. Thomas P. Perciak and Mr. Daniel G. Merkel, each of whom currently is serving as a director of LNB Bancorp, Inc., that each such individual does not have any agreement, express or implied, with Mr. Calabrese, nor does he have any other obligation, to act on behalf of Mr. Calabrese with respect to his responsibilities as a director of LNB or a "depository institution" subsidiary thereof. The terms "management official" and "depository institution" shall have the meanings given to them in 12 C.F.R. Part 563f of the Office of Thrift Supervision Rules and Regulations. (b) Concurrently with the appointment of Mr. Calabrese as a director of PVF, the board of directors of the Bank will appoint Mr. Calabrese as a director of the Bank. (c) Subject to any limitation imposed by law or by any regulatory authority having jurisdiction over PVF or the Bank, the Board agrees to renominate Steven A. Calabrese or such substitute nominee he may designate pursuant to Section 1(d) herein for election as a director of PVF for a three-year term at PVF's 2009 annual meeting of stockholders and, if he is reelected by PVF's stockholders at PVF's 2009 annual meeting of stockholders, to reelect him as a director of the Bank at the Bank's 2009 annual meeting of stockholders so long as he does not seasonably give notice to the Company and the Bank that he does not seek such renomination or reelection at the time of such occurrence. (d) Subject to any limitation imposed by law or by any regulatory authority having jurisdiction over PVF or the Bank, in the event that any time prior to the scheduled expiration of his initial term as a director or, if, pursuant to Section 1(c) herein, he is reelected as a director at PVF's 2009 annual meeting of stockholders, prior to the scheduled expiration of the term to which he is reelected, Mr. Calabrese is unable to serve as a director, whether because of resignation, removal or otherwise, Mr. Calabrese shall be entitled to designate a substitute nominee who is reasonably acceptable to the Board, and PVF shall cause such 2 reasonably acceptable nominee to be appointed to the Board to complete Mr. Calabrese's initial term as a director, provided such substitute nominee shall agree to be bound by the provisions of Sections 2 and 3 herein. Notwithstanding the foregoing, if at any time the Calabrese Parties do not beneficially own (as determined in accordance with Rule 13d-3 promulgated under the Exchange Act), in the aggregate, at least 4.0% of PVF's outstanding common stock, Mr. Calabrese's right to designate such substitute nominee shall terminate. 2. STANDSTILL The Calabrese Parties each agree that, beginning as of the date hereof and continuing for a period of two years from the date of this Agreement, (the "Standstill Period"), they and their affiliates or associates (as defined in Rule 12b-2 promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")) will not (and they will not assist or encourage others to), directly or indirectly, in any manner, without prior written approval of the Board: (i) make, or in any way participate in, alone or in concert with others, any "solicitation" of "proxies" to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission promulgated pursuant to Section 14 of the Exchange Act) or seek to advise or influence in any manner whatsoever any person with respect to the voting of any voting securities of PVF, except pursuant to PVF's publication of its proxy statement; (ii) form, join or in any way participate in a "group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of PVF; (iii) acquire, offer to acquire or agree to acquire, alone or in concert with others, by purchase, exchange or otherwise, (a) any of the assets, tangible and intangible, of PVF or (b) direct or indirect rights, warrants or options to acquire any assets of PVF; (iv) otherwise act, alone or in concert with others (except in his expressing views as a director at meetings of the board of directors or a committee of the board of directors of PVF or the Bank), to seek to offer to PVF or any of its stockholders any business combination, tender or exchange offer, restructuring, recapitalization or similar transaction to or with PVF or otherwise seek, alone or in concert with others to control or change the management, Board or policies of PVF or nominate any person as a director of PVF or the Bank who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of PVF; (v) make or cause to be made a proposal for consideration by the stockholders of PVF; or (vi) announce an intention to do, or enter into any arrangement or understanding with others to do, any of the actions restricted or prohibited under clauses (i) through (v) of this Section 2, or publicly announce or disclose any request to be excused from any of the foregoing obligations of this Section 2. At the 2008 PVF annual meeting of stockholders, the Calabrese Parties agree to vote all the shares they collectively beneficially own, including shares owned by Mr. Calabrese's wife or minor children, in favor of the nominees for election or reelection as director of PVF selected by the Board and otherwise to support such director candidates. Thereafter, during the Standstill Period, the Calabrese Parties agree to vote all shares of PVF they or any of them beneficially own, including shares owned by Mr. Calabrese's wife or minor children, in favor of the nominees for election or reelection as director of PVF selected by the Board and agree otherwise to support such director candidates. 2 3 Any of the Calabrese Parties may acquire securities (or beneficial ownership thereof) of PVF provided that such acquisitions are not made in connection with any of the actions prohibited by this Section 2. 3. NON-DISPARAGEMENT During the Standstill Period, the Calabrese Parties agree not to disparage either of the PVF Parties or any officers or directors (including director nominees) of the PVF Parties or their affiliated entities in any public forum, and the PVF Parties agree not to disparage any of the Calabrese Parties or any officers of the Calabrese Parties or their affiliated entities in any public forum. 4. AUTHORITY Each of the Parties which is a corporation or other legal entity and each individual Party executing this Agreement on behalf of a corporation or other legal entity, represents and warrants that: (a) such corporation or other legal entity is duly organized, validly authorized and in good standing, and possesses full power and authority to enter into and perform the terms of this Agreement; (b) the execution and delivery, and performance of the terms of this Agreement have been duly and validly authorized by all requisite acts and consents of the Party or other legal entity and do not contravene the terms of any other obligation to which the corporation or other legal entity is subject; and (c) this Agreement constitutes a legal, binding and valid obligation of each such entity, enforceable in accordance with its terms. 5. AMENDMENT IN WRITING This Agreement and each of its terms may only be amended, waived, supplemented or modified in a writing signed by the signatories hereto or their respective clients. 6. TERMINATION (a) This Agreement shall terminate, the Standstill Period shall end immediately and the Parties will have no further obligations hereunder if Mr. Calabrese has not been appointed as a director at PVF within 14 days following the date hereof. (b) This Agreement shall terminate and the Standstill Period shall end immediately and the Parties shall have no further obligations hereunder upon the receipt by the Secretary of each of PVF and the Bank of written resignations from Mr. Calabrese or any substitute nominee he has selected pursuant to Section 1(d) herein from the respective boards of directors of PVF and the Bank or if Mr. Calabrese notifies the Board of his intention not to stand for reelection as director of PVF at PVF's 2009 annual meeting of stockholders, provided that Mr. Calabrese also has delivered to the Company and the Bank a written irrevocable waiver of his rights to be renominated pursuant to Section 1(c) herein and to designate a successor nominee pursuant to Section 1(d) herein. (c) The provisions of clauses (i) through (vi) of Section 2 of this Agreement (other than the commitment in clause (iv) of Section 2 not to nominate any person as a director of PVF or the Bank, which commitment will not terminate under the circumstances set forth in this Section 6(c)) shall terminate upon a decision by the Board after the date hereof to engage in substantive negotiations with any prospective merger partner or partners identified through a solicitation of indications of interest or otherwise, with respect to (i) any merger, consolidation, reorganization, recapitalization or other transaction or series of related transactions that would result in the acquisition, directly or indirectly, by another person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act), of securities entitling such person or group to exercise at least a majority of the total voting power of PVF in the election of directors (or if PVF is not the 3 4 surviving or resulting corporation in such a transaction, if the transaction would result in the acquisition, directly or indirectly, by such person or group of securities entitling such person or group to exercise at least a majority of the total voting power of such surviving or resulting corporation), or (ii) the sale of all or substantially all of the PVF's assets (each of the transactions referred to in clauses (i) and (ii) of this Section 6(c) are hereinafter referred to as a "Sale Transaction"). For purposes of this Section 6(c), the parties agree that the term "substantive negotiations" shall not extend to any discussions between PVF and any other party prior to the earlier of the time that such other party has made a written or oral proposal to PVF with respect to a Sale Transaction (specifying price) and PVF has provided non-public business or financial information to such other party. 7. SPECIFIC PERFORMANCE The Parties acknowledge and agree that irreparable injury to the other party would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable in damages. Therefore, without prejudice to the rights and remedies otherwise available to it, the Parties agree that each Party hereto (the "Moving Party") shall be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the other Parties hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. 8. GOVERNING LAW/VENUE/JURISDICTION This Agreement, and the rights and liabilities of the Parties hereto, shall be governed by and construed in accordance with the laws of the State of Ohio without regard to conflict of law provisions. 9. COUNTERPARTS This Agreement may be executed in counterparts, each of which shall be considered to be an original or true copy of this Agreement. Faxed signatures shall be presumed valid. 10. NONWAIVER The failure of any one of the Parties to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive the Parties of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. 11. DISCLOSURE OF THIS AGREEMENT The parties contemplate PVF will file a Form 8-K attaching this Agreement and that there will be no other public comments (except as required by applicable SEC regulations) by the Parties regarding this Agreement other than a press release by PVF mutually agreed upon factually summarizing this Agreement and referring to the Form 8-K filing. 12. ENTIRE AGREEMENT This Agreement constitutes the full, complete and entire understanding, agreement, and arrangement of and between the Parties with respect to the subject matter hereof and supersedes any and all prior oral and written understandings, agreements and arrangements between them. There are no other agreements, covenants, promises or arrangements between the Parties other than those set forth in this Agreement. 4 5 13. NOTICE All notices and other communications which are required or permitted hereunder shall be in writing, and sufficient if by same-day hand delivery (including delivery by courier) or sent by fax, addressed as follows: If to the PVF Parties: Mr. John R. Male Chairman of the Board 30000 Aurora Road Solon, Ohio 44139 Fax: (440) 914-3916 with a copy to: Joel E. Rappoport, Esq. Kilpatrick Stockton LLP 607 14th Street, N.W. Suite 900 Washington, DC 20005-2018 Fax: (202) 204-5620 If to the Calabrese Parties: Mr. Steven A. Calabrese 1110 Euclid Avenue, Suite 300 Cleveland, OH 44115 Fax: (216) 696-5499 with a copy to: Marc C. Krantz, Esq. Kohrman Jackson & Krantz PLL One Cleveland Center 20th Floor 1375 East Ninth Street Cleveland, Ohio 44114-1793 Fax: (216) 621-6536 5 6 IN WITNESS WHEREOF, the Parties hereto have each executed this Agreement on the date set forth below. Dated: September 30, 2008 For Steven A. Calabrese: For PVF Capital Corp.: /s/ Steven A. Calabrese By: /s/ John R. Male - ----------------------------------- -------------------------- Steven A. Calabrese John R. Male Chairman of the Board For CCAG Limited Partnership: For Park View Federal Savings Bank: By: TGF, Inc., its general partner /s/ Steven A. Calabrese By: /s/ John R. Male - ----------------------------------- -------------------------- Steven A. Calabrese John R. Male President Chairman of the Board For Steven A. Calabrese Profit Sharing Trust: /s/ Steven A. Calabrese - ----------------------------------- Steven A. Calabrese Co-Trustee 6 EX-10.2 3 pvfcapitalexb102oct6-08.txt 1 AGREEMENT This Agreement is made by and between PVF Capital Corp. ("PVF") and Park View Federal Savings Bank (the "Bank") (collectively, the "PVF Parties") and Richard M. Osborne and Richard M. Osborne Trust (collectively, the "Osborne Parties") on behalf of themselves and their respective affiliates (the PVF Parties and the Osborne Parties together, collectively, the "Parties"). In consideration of the covenants, promises and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. BOARD EXPANSION AND MEMBERSHIP (a) At the "Effective Date," as determined below, the board of directors of PVF (the "Board") will be expanded from eight to ten members, and Richard M. Osborne will be appointed as a director of PVF by the Board. Mr. Osborne will be appointed to the class of directors with terms expiring at PVF's 2010 annual meeting of stockholders. At all times from and after the date of this Agreement, the Board will appoint, at its sole discretion, all other persons to fill remaining director positions or vacancies on the Board. Mr. Osborne shall receive the normal compensation and benefits paid to directors of PVF and the Bank while he serves as a director thereof. The Effective Date shall be determined in the manner set forth below, and shall be the day following the date that to the reasonable satisfaction of PVF none of the Osborne Parties is a "management official" of LNB Bancorp, Inc. ("LNB") or a "depository institution" subsidiary thereof. Such determination that none of the Osborne Parties is a "management official" of LNB or a "depository institution" subsidiary thereof shall be made when all of the following have occurred: (i) Mr. Osborne shall have delivered to LNB a written irrevocable waiver of his right to designate a nominee and successor nominee to the Board of Directors of LNB, a copy of which Mr. Osborne shall provide to PVF; (ii) PVF shall have received a certificate executed by Mr. Osborne stating that he is not a "management official" of LNB or a "depository institution" subsidiary thereof; and (iii) PVF shall have received certificates executed by each of Mr. Thomas P. Perciak and Mr. Daniel G. Merkel, each of whom currently is serving as a director of LNB Bancorp, Inc., that each such individual does not have any agreement, express or implied, with Mr. Osborne, nor does he have any other obligation, to act on behalf of Mr. Osborne with respect to his responsibilities as a director of LNB or a "depository institution" subsidiary thereof. The terms "management official" and "depository institution" shall have the meanings given to them in 12 C.F.R. Part 563f of the Office of Thrift Supervision Rules and Regulations. (b) Concurrently with the appointment of Mr. Osborne as a director of PVF, the board of directors of the Bank will appoint Mr. Osborne as a director of the Bank. (c) Subject to any limitation imposed by law or by any regulatory authority having jurisdiction over PVF or the Bank, in the event that any time prior to the scheduled expiration of his initial term as a director, Mr. Osborne is unable to serve as a director, whether because of resignation, removal or otherwise, Mr. Osborne shall be entitled to designate a substitute nominee who is reasonably acceptable to the Board, and PVF shall cause such reasonably acceptable nominee to be appointed to the Board to complete Mr. Osborne's initial term as a director, provided such substitute nominee shall agree to be bound by the provisions of Sections 2 and 3 herein. Notwithstanding the foregoing, if at any time the Osborne Parties do not beneficially own (as determined in accordance with Rule 13d-3 promulgated under the Exchange Act), in the aggregate, at least 1.2% of PVF's outstanding common stock, Mr. Osborne's right to designate such substitute nominee shall terminate. 2. STANDSTILL The Osborne Parties each agree that, beginning as of the date hereof and continuing for Mr. Osborne's initial term as a director of PVF but not to exceed two years from the date of this Agreement (the 2 "Standstill Period"), they and their affiliates or associates (as defined in Rule 12b-2 promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")) will not (and they will not assist or encourage others to), directly or indirectly, in any manner, without prior written approval of the Board: (i) make, or in any way participate in, alone or in concert with others, any "solicitation" of "proxies" to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission promulgated pursuant to Section 14 of the Exchange Act) or seek to advise or influence in any manner whatsoever any person with respect to the voting of any voting securities of PVF, except pursuant to PVF's publication of its proxy statement; (ii) form, join or in any way participate in a "group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of PVF; (iii) acquire, offer to acquire or agree to acquire, alone or in concert with others, by purchase, exchange or otherwise, (a) any of the assets, tangible and intangible, of PVF or (b) direct or indirect rights, warrants or options to acquire any assets of PVF; (iv) otherwise act, alone or in concert with others (except in his expressing views as a director at meetings of the board of directors or a committee of the board of directors of PVF or the Bank), to seek to offer to PVF or any of its stockholders any business combination, tender or exchange offer, restructuring, recapitalization or similar transaction to or with PVF or otherwise seek, alone or in concert with others to control or change the management, Board or policies of PVF or nominate any person as a director of PVF or the Bank who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of PVF; (v) make or cause to be made a proposal for consideration by the stockholders of PVF; or (vi) announce an intention to do, or enter into any arrangement or understanding with others to do, any of the actions restricted or prohibited under clauses (i) through (v) of this Section 2, or publicly announce or disclose any request to be excused from any of the foregoing obligations of this Section 2. At the 2008 PVF annual meeting of stockholders, the Osborne Parties agree to vote all the shares they collectively beneficially own in favor of the nominees for election or reelection as director of PVF selected by the Board and otherwise to support such director candidates. Thereafter, during the Standstill Period, the Osborne Parties agree to vote all shares of PVF they or any of them beneficially own in favor of the nominees for election or reelection as director of PVF selected by the Board and agree otherwise to support such director candidates. Mr. Osborne irrevocably withdraws his demand for a stockholder list and other materials pursuant to Section 1701.37 of the Ohio General Corporation Law or otherwise. Any of the Osborne Parties may acquire securities (or beneficial ownership thereof) of PVF provided that such acquisitions are not made in connection with any of the actions prohibited by this Section 2. 3. NON-DISPARAGEMENT During the Standstill Period, the Osborne Parties agree not to disparage either of the PVF Parties or any officers or directors (including director nominees) of the PVF Parties or their affiliated entities in any public forum, and the PVF Parties agree not to disparage any of the Osborne Parties or any officers of the Osborne Parties or their affiliated entities in any public forum. 2 3 4. AUTHORITY Each of the Parties which is a corporation or other legal entity and each individual Party executing this Agreement on behalf of a corporation or other legal entity, represents and warrants that: (a) such corporation or other legal entity is duly organized, validly authorized and in good standing, and possesses full power and authority to enter into and perform the terms of this Agreement; (b) the execution and delivery, and performance of the terms of this Agreement have been duly and validly authorized by all requisite acts and consents of the Party or other legal entity and do not contravene the terms of any other obligation to which the corporation or other legal entity is subject; and (c) this Agreement constitutes a legal, binding and valid obligation of each such entity, enforceable in accordance with its terms. 5. AMENDMENT IN WRITING This Agreement and each of its terms may only be amended, waived, supplemented or modified in a writing signed by the signatories hereto or their respective clients. 6. TERMINATION (a) This Agreement shall terminate, the Standstill Period shall end immediately and the Parties will have no further obligations hereunder if Mr. Osborne has not been appointed as a director at PVF within 14 days following the date hereof. (b) This Agreement shall terminate and the Standstill Period shall end immediately and the Parties shall have no further obligations hereunder upon the receipt by the Secretary of each of PVF and the Bank of written resignations from Mr. Osborne or any substitute nominee he has selected pursuant to Section 1(c) herein from the respective boards of directors of PVF and the Bank, provided that Mr. Osborne also has delivered to the Company and the Bank a written irrevocable waiver of his right to designate a successor nominee pursuant to Section 1(c) herein. (c) The provisions of clauses (i) through (vi) of Section 2 of this Agreement (other than the commitment in clause (iv) of Section 2 not to nominate any person as a director of PVF or the Bank, which commitment will not terminate under the circumstances set forth in this Section 6(c)) shall terminate upon a decision by the Board after the date hereof to engage in substantive negotiations with any prospective merger partner or partners identified through a solicitation of indications of interest or otherwise, with respect to (i) any merger, consolidation, reorganization, recapitalization or other transaction or series of related transactions that would result in the acquisition, directly or indirectly, by another person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act), of securities entitling such person or group to exercise at least a majority of the total voting power of PVF in the election of directors (or if PVF is not the surviving or resulting corporation in such a transaction, if the transaction would result in the acquisition, directly or indirectly, by such person or group of securities entitling such person or group to exercise at least a majority of the total voting power of such surviving or resulting corporation), or (ii) the sale of all or substantially all of the PVF's assets (each of the transactions referred to in clauses (i) and (ii) of this Section 6(c) are hereinafter referred to as a "Sale Transaction"). For purposes of this Section 6(c), the parties agree that the term "substantive negotiations" shall not extend to any discussions between PVF and any other party prior to the earlier of the time that such other party has made a written or oral proposal to PVF with respect to a Sale Transaction (specifying price) and PVF has provided non-public business or financial information to such other party. 3 4 7. SPECIFIC PERFORMANCE The Parties acknowledge and agree that irreparable injury to the other party would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable in damages. Therefore, without prejudice to the rights and remedies otherwise available to it, the Parties agree that each Party hereto (the "Moving Party") shall be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the other Parties hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. 8. GOVERNING LAW/VENUE/JURISDICTION This Agreement, and the rights and liabilities of the Parties hereto, shall be governed by and construed in accordance with the laws of the State of Ohio without regard to conflict of law provisions. 9. COUNTERPARTS This Agreement may be executed in counterparts, each of which shall be considered to be an original or true copy of this Agreement. Faxed signatures shall be presumed valid. 10. NONWAIVER The failure of any one of the Parties to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive the Parties of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. 11. DISCLOSURE OF THIS AGREEMENT The parties contemplate that PVF will file a Form 8-K attaching this Agreement and that there will be no other public comments (except as required by applicable SEC regulations) by the Parties regarding this Agreement other than a press release by PVF mutually agreed upon factually summarizing this Agreement and referring to the Form 8-K filing. 12. ENTIRE AGREEMENT This Agreement constitutes the full, complete and entire understanding, agreement, and arrangement of and between the Parties with respect to the subject matter hereof and supersedes any and all prior oral and written understandings, agreements and arrangements between them. There are no other agreements, covenants, promises or arrangements between the Parties other than those set forth in this Agreement. 13. NOTICE All notices and other communications which are required or permitted hereunder shall be in writing, and sufficient if by same-day hand delivery (including delivery by courier) or sent by fax, addressed as follows: 4 5 If to the PVF Parties: Mr. John R. Male Chairman of the Board 30000 Aurora Road Solon, Ohio 44139 Fax: (440) 914-3916 with a copy to: Joel E. Rappoport, Esq. Kilpatrick Stockton LLP 607 14th Street, N.W. Suite 900 Washington, DC 20005-2018 Fax: (202) 204-5620 If to the Osborne Parties: Mr. Richard M. Osborne 8500 Station Street, Suite 113 Mentor, Ohio 44060 Fax: (440) 255-8645 with a copy to: Marc C. Krantz, Esq. Kohrman Jackson & Krantz PLL One Cleveland Center 20th Floor 1375 East Ninth Street Cleveland, Ohio 44114-1793 Fax: (216) 621-6536 5 6 IN WITNESS WHEREOF, the Parties hereto have each executed this Agreement on the date set forth below. Dated: September 30, 2008 For Richard M. Osborne: For PVF Capital Corp.: /s/ Richard M. Osborne By: /s/ John R. Male - ------------------------------ ----------------------------------- Richard M. Osborne John R. Male Chairman of the Board For Park View Federal Savings Bank: By: /s/ John R. Male ----------------------------------- John R. Male Chairman of the Board For Richard M. Osborne Trust: /s/ Richard M. Osborne - ---------------------------- Richard M. Osborne Trustee 6 EX-99.1 4 pvfcapitalexb991oct6-08.txt EXHIBIT 99.1 PRESS ANNOUNCEMENT DATE: SEPTEMBER 30, 2008 CONTACT: C. KEITH SWANEY (440) 248-7171 PVF CAPITAL CORP. ANNOUNCES MARK-DOWN IN VALUE OF PREFERRED STOCK; REMAINS WELL CAPITALIZED Solon, Ohio, Sept. 30 -- PVF Capital Corp. (Nasdaq: PVFC), the parent company of Park View Federal Savings Bank, announced today that it will incur a loss of approximately $1.1 million, net of taxes, resulting from the markdown in value of preferred stock issued by the Federal Home Loan Mortgage Corporation ("FHLMC") and the Federal National Mortgage Association ("FNMA"). This loss will be recorded during the Company's first quarter ending September 30, 2008. This action was taken following the September 7, 2008 announcement that the Federal Housing Finance Agency had placed FHLMC and FNMA under conservatorship and that dividend payments on the subject securities were being suspended. Accordingly, the Company will record a non-cash, other than temporary gross impairment charge of approximately $1.7 million during the three months ending September 30, 2008 relative to its investments in these preferred stocks. This represents an after-tax charge of approximately $1.1 million or $0.15 per share. With the outcome of this conservatorship being far from certain and with subsequent actions providing clear evidence of these investments' permanent impairment, the Company believes its decision to write these investments down in accordance with the provisions of Statement of Financial Accounting Standards No. 115 is appropriate. The Company will continue to monitor the market and hold its original investments in FHLMC and FNMA preferred stock. The Company anticipates remaining "well capitalized" subsequent to the recording of these impairment charges. The Company does not foresee a need to raise additional equity capital as a result of this impairment-related write-down. C. Keith Swaney, President of PVF Capital Corp., commented, "The Company has determined that the recognition of this loss is the most appropriate action for PVF Capital Corp at this time. We note that the Company remains well-capitalized under all regulatory guidelines, and that earnings from operations remain consistent." Final results for the period are anticipated to be released in the fourth week of October. Park View Federal Savings Bank is a federally-chartered savings bank with over $880 million in assets, serving Northeastern Ohio from its main office in Solon and full-service branch offices in Shaker Hts., Beachwood, Bedford, Lakewood, North Royalton, Mentor, Mayfield, Macedonia, Bainbridge, Chardon, Solon, Medina, Avon, Strongsville, Streetsboro and Aurora, Ohio. The Bank's deposits are insured by the Federal Deposit Insurance Corporation (FDIC) to applicable limits. This press release contains statements that are forward-looking, as that term is defined by the Private Securities Litigation Act of 1995 or the Securities and Exchange Commission in its rules, regulations and releases. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectation regarding important risk factors including, but not limited to, real estate values and the impact of interest rates on financing. Accordingly, actual results may differ from those expressed in the forward-looking statements, and the making of such statements should not be regarded as a representation by the Company or any other person that results expressed therein will be achieved. PVF Capital Corp.'s common stock trades on the NASDAQ Capital market under the symbol PVFC. EX-99.2 5 pvfcapitalexb992oct6-08.txt EXHIBIT 99.2 PRESS ANNOUNCEMENT DATE: OCTOBER 1, 2008 CONTACT: JOHN R. MALE (440) 248-7171 PVF CAPITAL CORP. ANNOUNCES APPOINTMENT OF TWO NEW DIRECTORS SOLON, Ohio, October 1 -- PVF Capital Corp. (Nasdaq: PVFC) PVF Capital Corp. (the "Company") announced today that it has entered into agreements with Steven A. Calabrese and Richard M. Osborne pursuant to which the Company and its wholly owned subsidiary, Park View Federal Savings Bank, expanded their Boards of Directors by two members and appointed Mr. Osborne and Mr. Calabrese as directors of both entities. John R. Male, Chairman of the Board of the Company, stated: "We are pleased to welcome Mr. Osborne and Mr. Calabrese to the Board of Directors, and look forward to working with them to build shareholder value." PVF Capital Corp. is the holding company for Park View Federal Savings Bank, headquartered in Solon, Ohio, serving the Greater Cleveland area with 17 full-service branch offices. Additional information on the Company may be found at www.myparkview.com. ------------------ This press release contains statements that are forward-looking, as that term is defined by the Private Securities Litigation Act of 1995 or the Securities and Exchange Commission in its rules, regulations and releases. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectation regarding important risk factors including, but not limited to, real estate values and the impact of interest rates on financing. Accordingly, actual results may differ from those expressed in the forward-looking statements, and the making of such statements should not be regarded as a representation by the Company or any other person that results expressed therein will be achieved. PVF Capital Corp.'s common stock trades on the NASDAQ Capital market under the symbol PVFC. -----END PRIVACY-ENHANCED MESSAGE-----