-----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, QMP5e1YiWlZXwLSD4RakQ1mGXg/xYPLbJ0qvW+bLnT8OD+Ks+/UWkbC59leA34b3 hTkHhaRTBRoRjxUIUm2e8Q== 0000950152-08-005167.txt : 20080702 0000950152-08-005167.hdr.sgml : 20080702 20080702153903 ACCESSION NUMBER: 0000950152-08-005167 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080702 DATE AS OF CHANGE: 20080702 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 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: 08933982 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 SC 13D/A 1 l32336asc13dza.htm PVF CAPITAL CORP./UMBERTO P. FEDELI SC 13D/A PVF Capital Corp./Umberto P. Fedeli SC 13D/A
     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3 )*

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)
July 1, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

Page 1 of 4


 

                     
CUSIP No.
 
693654 10 5  
  Page  
  of   

 

           
1   NAMES OF REPORTING PERSONS

Umberto P. Fedeli
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
 
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
       
  7   SOLE VOTING POWER
     
NUMBER OF   496,000(1)(2)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY  
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   496,000(1)(2)
       
WITH 10   SHARED DISPOSITIVE POWER
     
   
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  496,000(1)(2)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  6.4%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(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  
  of   
Introduction.
     This Amendment No. 3 to Schedule 13D is filed by Umberto P. Fedeli relating to shares of common stock, par value $0.01 per share, of PVF Capital Corp. (the “Company”), which is the holding company for Park View Federal Savings Bank.
Item 4. Purpose of Transaction.
     Item 4 is amended and supplemented as follows:
          In accordance with the July 1 deadline for director nominations indicated by the Company in its January 4, 2008 proxy statement for its 2008 annual meeting of stockholders, on July 1, 2008, Mr. Fedeli sent a letter to the Company requesting that he and Richard Barone be considered for election to the board of directors at the upcoming annual meeting. Mr. Fedeli’s letter is attached as Exhibit 7.1.
Item 7. Material to be Filed as Exhibits.
          7.1     Letter to PVF Capital Corp. dated July 1, 2008

 


 

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: July 2, 2008
         
     
  /s/ Umberto P. Fedeli    
  Umberto P. Fedeli   
     
 

Page 4 of 4


 

EXHIBIT INDEX
     
Exhibit Number   Description
 
   
7.1
  Letter to PVF Capital Corp. dated July 1, 2008

EX-7.1 2 l32336aexv7w1.htm EX-7.1 EX-7.1
Exhibit 7.1
Umberto P. Fedeli
5005 Rockside Road, 5th Floor
Independence, Ohio 44131
July 1, 2008
VIA FAX (440-914-3916) AND HAND DELIVERY
Jeffrey N. Male
Secretary
PVF Capital Corp.
30000 Aurora Road
Solon, OH 44139
Re:     Director Nominations
Dear Mr. Male:
As the beneficial owner of 496,000 shares, or 6.4%, of PVF, I would like to recommend myself and Richard Barone for consideration by the Nominating Committee of PVF as director nominees for election at the upcoming annual meeting of stockholders. As I have repeatedly stated, I believe that PVF needs new board membership in order to implement a plan to bring value to Park View and to its stockholders. I believe that Mr. Barone and I can help to bring the needed direction and change to PVF.
Pursuant to PVF’s requirements for director nominations, attached as Exhibit A is the required information for Mr. Barone and myself.
By signing this letter below, I hereby consent to being named in PVF’s proxy statement as a director nominee and to serving as a director if elected. Mr. Barone’s consent is attached.
         
  Very truly yours,
 
 
  /s/ Umberto P. Fedeli    
  Umberto P. Fedeli   
     
 
Enclosure

 


 

June 30, 2008
 
Jeffrey N. Male
Secretary
PVF Capital Corp.
30000 Aurora Road
Solon, OH 44139
Re:     Director Nomination
I hereby consent to being named in PVF’s proxy statement as a director nominee and to serving as a director if elected.
         
  Very truly yours,
 
 
  /s/ Richard A. Barone    
  Richard A. Barone   
     
 

 


 

EXHIBIT A TO DIRECTOR NOMINATION LETTER
                                 
                                Business
                        No. of Shares   Relationship with
Name   Age   Principal Occupation   Business Address   Home Address   Owned   PVF
 
                               
Umberto P. Fedeli
    48     Since 1988, Mr. Fedeli has served as President and Chief Executive Officer of The Fedeli Group, one of the largest privately held insurance brokerage firms in Ohio and multi-year recipient of Weatherhead 100’s list of the fastest growing companies in Northeast Ohio. The Fedeli Group has become a fully integrated insurance and financial services firm, specializing in insurance and risk management, employee benefits and workers’ compensation consulting, surety, environmental risk management and estate planning. The cornerstone of The Fedeli Group has always been its creative problem-solving and unique networking capabilities. A genuine commitment to his community has led Mr. Fedeli to contribute much of his personal time and energy to a variety of civic and charitable causes. He is a member of the Board of Directors of the Cleveland Clinic Foundation and is currently serving as their Chairman of Government Relations and as a member of their Executive Committee. He is on the Board of Trustees of John Carroll University and is a trustee of the Cleveland Catholic Dioceses Foundation, Chairman of the Northern Ohio Italian American Foundation, a charitable organization that he helped establish in 1995. He is actively involved in Legatus, an international group of Catholic CEOs, is founder of the Cleveland Chapter, serves on their International Board of Directors, is their Membership Chairman, a member of the Executive Committee, and was named 2002 Officer of the Year. He is also a member of the Cleveland chapter of the Young Presidents’ Organization and The 50 Club.   5005 Rockside Road,
5th Floor,
Independence, OH
44131
  820 Village Trail,
Gates Mills, OH
44040
    496,000     Mr. Fedeli’s company, The Fedeli Group, is the insurance agent for the health insurance for the employees of PVF and its subsidiary.
 
                               
 
          Among his many accomplishments, Mr. Fedeli is honored to have been named Man of the Year by the Americans of Italian Heritage, the Italian-American Sports Hall of Fame, as well as being honored with the Columbian Award by the Italian Federation. He was selected by Inside Business in 2005, 2006, and 2007 as one of Cleveland’s “most powerful” people in the Business/Community/P olitical arena. He has been recognized by John Carroll University’s Business School as one of “Fifty of Its Finest” and has been the recipient of both the Grand Illusion Award from the Ohio Cancer Research Associates and the National Multiple Sclerosis Society’s Norman Cohn Hope Award for Outstanding Philanthropic and Community Service. He has been inducted into the Villa Angela-St. Joseph Hall of Fame and was named the Boys’ Town of Italy 2002 Man of the Year. In 1998, he became a Knight of the Holy Sepulchre of Jerusalem, administered by the Holy See in Rome. Mr. Fedeli is the holder of prestigious Ellis Island Medal of Honor, and along with his wife Maryellen, was honored as the Christ Child Society’s Persons of the Year in 2003.                    
 
                               
 
          In 1991, Mr. Fedeli was appointed to the Ohio Turnpike Commission, where he served as Chairman for six years. He has served on numerous statewide gubernatorial and senatorial campaigns. Mr. Fedeli is a proud alumnus of St. Joseph’s High School and John Carroll University.                    

 


 

EXHIBIT A TO DIRECTOR NOMINATION LETTER
                                 
                                Business
                        No. of Shares   Relationship with
Name   Age   Principal Occupation   Business Address   Home Address   Owned   PVF
 
                               
Richard A. Barone
    66     Mr. Barone is Chairman of the Executive Committe for the Ancora Group of Companies. The Group includes Ancora Advisors, LLC, Ancora Capital, Inc., Ancora Securities Inc., the Ancora Mutual Funds and the Ancora Foundation. In addition, Mr. Barone oversees or manages a variety of investment strategies for the Group including the investments for the Ancora Funds, selected clients and the Group’s Hedge Fund, Merlin Partners. Mr. Barone is the former chief executive officer of Maxus Investment Group which he founded in 1973. Maxus became one of the oldest and largest privately held investment advisory and securities brokerage firms in the Midwest before it was sold to Fifth Third Bank in January 2001. Since 2005, Mr. Barone has been a director, serving on the audit, compensation and nominating committees, of The Stephan Co., a publicly-held company which manufactures, sells and distributes hair care and personal care products.   One Chagrin
Highlands, 2000
Auburn Drive, Suite
300, Cleveland, OH
44122
  435 L’Ambience Drive, Longboat Key, FL 34228     730,519     None
 
                               
* 730,519 shares of which 182,065 are for investments clients of Ancora Advisors, 533,454 are for investment clients of Ancora Securities and 15,000 held personally by Mr. Barone

 

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