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.
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(Exact Name of Registrant as Specified in Its Charter)
OHIO 34-1659805
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
30000 Aurora Road, Solon, Ohio 44139
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (440) 248-7171
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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)
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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
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(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
<FN>
____________
(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.
</FN>
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
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(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
<FN>
__________
* 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.
</FN>
(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
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C. Keith Swaney
President and Chief Operating Officer
(Principal Financial Officer)