SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Subsection 240.14a-11(c)
or Subsection 240.14a-12
PVF CAPITAL CORP.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
PVF CAPITAL CORP.
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
1. Title of each class of securities to which
transaction applies:
________________________________________________________________
2. Aggregate number of securities to which transaction
applies:
________________________________________________________________
3. Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:
________________________________________________________________
4. Proposed maximum aggregate value of transaction:
________________________________________________________________
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1. Amount Previously Paid:
____________________________________________
2. Form, Schedule or Registration Statement No.:
____________________________________________
3. Filing Party:
____________________________________________
4. Date Filed:
____________________________________________
September 19, 1997
Dear Stockholder:
We invite you to attend the Annual Meeting of Stockholders
of PVF Capital Corp. (the "Company") to be held at the Cleveland
Marriott East, 3663 Park East Drive, Beachwood, Ohio on Monday,
October 20, 1997 at 10:00 a.m., local time.
The attached Notice of Annual Meeting and Proxy Statement
describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the
Company. Directors and officers of the Company as well as
representatives of KPMG Peat Marwick LLP, the Company's
independent auditors, will be present to respond to any
questions the stockholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS
POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL
MEETING. Your vote is important, regardless of the number of
shares you own. This will not prevent you from voting in person
but will assure that your vote is counted if you are unable to
attend the meeting.
Sincerely,
/s/ John R. Male
John R. Male
President
________________________________________________________________
PVF CAPITAL CORP.
2618 N. MORELAND BOULEVARD
CLEVELAND, OHIO 44120
(216) 991-9600
________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 20, 1997
________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders (the "Meeting") of PVF Capital Corp. (the
"Company"), will be held at the Cleveland Marriott East, 3663
Park East Drive, Beachwood, Ohio at 10:00 a.m. on Monday,
October 20, 1997.
A Proxy Card and a Proxy Statement for the Meeting are
enclosed.
The Meeting is for the purpose of considering and acting
upon:
1. The election of three directors of the Company;
2. The ratification of the appointment of KPMG Peat
Marwick LLP as independent certified public accountants
of the Company for the fiscal year ending June 30,
1998; and
3. The transaction of such other matters as may properly
come before the Meeting or any adjournments thereof.
The Board of Directors is not aware of any other business
to come before the Meeting.
Any action may be taken on any one of the foregoing pro-
posals at the Meeting on the date specified above or on any date
or dates to which, by original or later adjournment, the Meeting
may be adjourned. Stockholders of record at the close of busi-
ness on September 5, 1997, are the stockholders entitled to vote
at the Meeting and any adjournments thereof.
You are requested to fill in and sign the enclosed form of
proxy which is solicited by the Board of Directors and to mail
it promptly in the enclosed envelope. The proxy will not be
used if you attend and vote at the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Jeffrey N. Male
JEFFREY N. MALE
SECRETARY
Cleveland, Ohio
September 19, 1997
________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A
QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
________________________________________________________________
________________________________________________________________
PROXY STATEMENT
OF
PVF CAPITAL CORP.
2618 N. MORELAND BOULEVARD
CLEVELAND, OHIO 44120
ANNUAL MEETING OF STOCKHOLDERS
October 20, 1997
________________________________________________________________
________________________________________________________________
GENERAL
________________________________________________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of PVF Capital
Corp. (the "Company") to be used at the Annual Meeting of Stock-
holders of the Company (the "Meeting") which will be held at the
Cleveland Marriott East, 3663 Park East Drive, Beachwood, Ohio
on Monday, October 20, 1997, at 10:00 a.m., local time. The
accompanying notice of meeting and this Proxy Statement are
being first mailed to stockholders on or about September 19,
1997.
________________________________________________________________
VOTING AND REVOCABILITY OF PROXIES
________________________________________________________________
Proxies solicited by the Board of Directors of the Company
will be voted in accordance with the directions given therein.
WHERE NO INSTRUCTIONS ARE GIVEN, PROPERLY EXECUTED PROXIES WHICH
HAVE NOT BEEN REVOKED WILL BE VOTED FOR THE NOMINEES FOR
DIRECTOR SET FORTH BELOW AND IN FAVOR OF THE OTHER PROPOSAL SET
FORTH IN THIS PROXY STATEMENT FOR CONSIDERATION AT THE MEETING.
The proxy confers discretionary authority on the persons named
therein to vote with respect to the election of any person as a
director where the nominee is unable to serve or for good cause
will not serve, and with respect to matters incident to the
conduct of the Meeting. If any other business is presented at
the Meeting, proxies will be voted by those named therein in
accordance with the determination of a majority of the Board of
Directors. Proxies marked as abstentions will not be counted as
votes cast. In addition, shares held in street name which have
been designated by brokers on proxy cards as not voted ("broker
no votes") will not be counted as votes cast. Proxies marked as
abstentions or as broker no votes, however, will be treated as
shares present for purposes of determining whether a quorum is
present.
Stockholders who execute the form of proxy enclosed
herewith retain the right to revoke such proxies at any time
prior to exercise. Unless so revoked, the shares represented by
properly executed proxies will be voted at the Meeting and all
adjournments thereof. Proxies may be revoked at any time prior
to exercise by written notice to the Secretary of the Company at
the address above or by filing of a properly executed, later
dated proxy. A proxy will not be voted if a stockholder attends
the Meeting and votes in person. The presence of a stockholder
at the Meeting in itself will not revoke such stockholder's
proxy.
________________________________________________________________
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
________________________________________________________________
The securities which can be voted at the Meeting consist of
shares of the Company's common stock, $.01 par value per share
(the "Common Stock"). Stockholders of record as of the close of
business on September 5, 1997 (the "Record Date") are entitled
to one vote for each share of Common Stock then held on all
matters. As of the Record Date, 2,590,155 shares of the Common
Stock were issued and outstanding. The presence, in person or
by proxy, of at least a majority of the total number of shares
of Common Stock outstanding and entitled to vote will be
necessary to constitute a quorum at the Meeting.
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 the Record Date, certain information as
to the Common Stock beneficially owned by the Company's
directors, by the non-director executive officers of the Company
named in the Summary Compensation Table set forth under the
caption "Proposal I -- Election of Directors -- Executive
Compensation -- Summary Compensation Table," by all executive
officers and directors of the Company as a group and by all
persons who have filed the reports required of persons
beneficially owning more than 5% of the Common Stock or who were
known to the Company to beneficially own more than 5% of the
Common Stock outstanding at the Record Date.
AMOUNT AND PERCENT OF
NAME AND ADDRESS NATURE OF SHARES OF
OF CERTAIN BENEFICIAL COMMON STOCK
BENEFICIAL OWNERS OWNERSHIP(1) OUTSTANDING
- ------------------ --------- ------------
James W. Male 197,310 (2) 7.50%
Park View Federal Savings Bank
2618 North Moreland Blvd.
Cleveland, Ohio 44120
NAME OF OTHER DIRECTORS
AND EXECUTIVE OFFICERS:
- -----------------------
Robert K. Healey 98,197 (3) 3.78
John R. Male 109,971 (4) 4.18
Robert F. Urban 37,985 1.47
Creighton E. Miller 18,305 (5) .70
Stuart D. Neidus 2,581 (6) .10
Stanley T. Jaros 2,750 (7) .11
C. Keith Swaney 76,254 (8) 2.90
Jeffrey N. Male 93,634 (9) 3.61
All Executive Officers and Directors
as a Group (10 persons) 564,446 (10) 20.54
[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 or she 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. Except as otherwise noted, ownership is
direct, and the named individuals and group exercise sole voting
and investment power over the shares of the Common Stock.
(2) The amount shown includes 7,469 shares of Common Stock owned
by Mr. James W. Male's IRA account, 2,291 shares owned by the
Company's 401(k) Plan trust, 475 shares owned by Mr. James W.
Male's wife, 8,379 shares owned by Mr. James W. Male's wife's
IRA account, 86,080 shares held by a trust for the benefit of
Mr. James W. Male's wife of which Mr. James W. Male is trustee,
48,760 shares held by a trust for the benefit of James W. Male
of which James W. Male is trustee and 41,926 shares which Mr.
James W. Male has the right to acquire pursuant to options
exercisable within 60 days of the Record Date.
(3) The amount shown includes 6,190 shares of Common Stock owned
by Mr. Healey's IRA account, 7,496 shares held in a revocable
trust for the benefit of Mr. Healey's wife and her family,
37,433 shares held in an irrevocable trust for the benefit Mr.
Healey's wife and 7,487 shares which Mr. Healey has the right to
acquire pursuant to options exercisable within 60 days of the
Record Date.
(footnotes continued on following page)
2
(4) The amount shown includes 16,252 shares of Common Stock
owned by Mr. John R. Male's IRA account, 3,920 shares owned by
the Company's 401(k) Plan trust, 13,816 shares owned by Mr. John
R. Male as custodian for his children under the Uniform Gifts to
Minors Act, 6,132 shares owned by John R. Male's wife and 43,774
shares which Mr. John R. Male has the right to acquire pursuant
to options exercisable within 60 days of the Record Date.
(5) The amount shown includes 7,487 shares which Mr. Miller has
the right to acquire pursuant to options exercisable within 60
days of the Record Date.
(6) The amount shown includes 53 shares owned by Mr. Neidus'
wife.
(7) All shares are owned by Mr. Jaros' IRA account.
(8) The amount shown includes 2,961 shares of Common Stock owned
by Mr. Swaney's IRA account, 3,918 shares owned by the Company's
401(k) Plan trust, 1,449 shares owned by Mr. Swaney as custodian
for his children under the Uniform Gifts to Minors Act, and
43,510 shares which Mr. Swaney has the right to acquire pursuant
to options exercisable within 60 days of the Record Date.
(9) The amount shown includes 12,434 shares of Common Stock
owned by Mr. Jeffrey N. Male's IRA account, 3,616 shares owned
by the Company's 401(k) Plan trust, 1,375 shares owned by Mr.
Jeffrey N. Male's wife, 4,617 shares owned by Mr. Jeffrey N.
Male's wife's IRA account, 43,902 shares owned by a trust for
the benefit of Mr. Jeffrey N. Male of which Mr. Jeffrey N. Male
and his wife are co-trustees, 1,375 shares owned by a trust for
the benefit of Mr. Jeffrey N. Male's wife of which she and Mr.
Jeffrey N. Male are co-trustees, 8,156 shares owned by Mr.
Jeffrey N. Male's wife as custodian for their minor children
under the Uniform Gifts to Minors Act, 2,805 shares owned by Mr.
Jeffrey N. Male as custodian for his minor children under the
Uniform Gifts to Minors Act, 4,125 shares owned by Mr. Jeffrey
N. Male's son and 1,232 shares which Mr. Jeffrey N. Male has the
right to acquire pursuant to options exercisable within 60 days
of the Record Date.
(10) The amount shown includes 158,450 shares which all
executive officers and directors have the right to acquire
pursuant to options exercisable within 60 days of the Record
Date.
</FN>
________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
________________________________________________________________
The Company's Board of Directors is composed of six
members. The Company's Articles of Incorporation require that,
if the Board of Directors consists of seven or eight members,
directors be divided into two classes, as nearly equal in number
as possible, each class to serve for a two year period and until
their successors are elected and qualified, with approximately
one-half of the directors elected each year. The Board of
Directors has nominated Creighton E. Miller, Stanley T. Jaros
and John R. Male, each of whom are currently members of the
Board, to serve as directors for a two-year period and until
their successors are elected and qualified. Under Ohio law,
directors are elected by a plurality of the votes cast at the
Meeting, i.e., the nominees receiving the highest number of
votes will be elected regardless of whether such votes
constitute a majority of the shares represented at the Meeting.
It is intended that the persons named in the proxies
solicited by the Board of Directors will vote for the election
of the named nominees. If any nominee is unable to serve, the
shares represented by all valid proxies which have not been
revoked will be voted for the election of such substitute as the
Board of Directors may recommend or the size of the Board may be
reduced to eliminate the vacancy. At this time, the Board knows
of no reason why any nominee might be unavailable to serve.
The following table sets forth the names of the Board's
nominees for election as directors of the Company and of those
directors who will continue to serve as such after the Meeting.
Also set forth is certain other information with respect to each
person's age, the year he first became a director of the Company
or the Company's wholly owned subsidiary, Park View Federal
Savings Bank (the "Bank"), and the expiration of his term as a
director. All of the individuals were initially appointed as
directors of the Company in 1994 in connection with the
Company's incorporation, except for Mr. Stuart D. Neidus, who
was appointed as a director of the Company and the Bank in 1996,
and Mr. Stanley T. Jaros, who was appointed a director of the
Company and the Bank in 1997. There are no arrangements or
understandings between the Company and any director pursuant to
which such person has been elected a director of the Company,
and no director is related to any other director or executive
officer by blood, marriage or adoption, except that James W.
Male, the Chairman of the Board of the Company and the Bank, is
the father of John R. Male, the President and a director of the
Company and the President and Chief Executive Officer and a
director of the Bank, and Jeffrey N. Male, the Vice President
and Secretary of the Company and the Senior Vice President in
charge of residential lending operations of the Bank. John R.
Male is the brother of Jeffrey N. Male.
3
AGE YEAR FIRST ELECTED CURRENT
AS OF THE AS DIRECTOR OF THE TERM
NAME RECORD DATE COMPANY OR THE BANK TO EXPIRE
- ---- ----------- ------------------- ----------------
BOARD NOMINEES FOR TERMS TO EXPIRE AT THE 1999 ANNUAL MEETING
Creighton E. Miller 74 1978 1997
John R. Male 49 1981 1997
Stanley T. Jaros 52 1997 1997
DIRECTORS CONTINUING IN OFFICE
Robert F. Urban 75 1992 1998
James W. Male 76 1949 1998
Robert K. Healey 72 1973 1998
Stuart D. Neidus 46 1996 1998
Presented below is certain information concerning the
directors of the Company. Unless otherwise stated, all
directors have held the positions indicated for at least the
past five years.
CREIGHTON E. MILLER. Mr. Miller is a partner in the
Cleveland law firm of Miller, Stillman & Bartel. He also serves
on the Board of Trustees of the Caddie Foundation.
JOHN R. MALE. Mr. Male has been with the Bank since 1971,
where he has held various positions including branch manager,
mortgage loan officer, manager of construction lending, savings
department administrator and chief lending officer. Mr. Male
was named President and Chief Executive Officer of the Bank in
1986 and was named President of the Company upon its
organization in 1994. Mr. Male serves in various public service
and charitable organizations. He currently serves on the Board
of Trustees for Heather Hill, a long-term care hospital in
Chardon, Ohio. He has an undergraduate degree from Tufts
University and an MBA from Case Western Reserve University.
John R. Male is the son of James W. Male and the brother of
Jeffrey N. Male.
STANLEY T. JAROS. Mr. Jaros is a partner in the law firm
of Moriarty & Jaros, P.L.L. He also is a Trustee of the Western
Reserve Historical Society.
ROBERT F. URBAN. Mr. Urban is retired. He founded Mentor
Products, Inc. in 1945 and served as Chairman and Chief
Executive Officer until retirement in 1987. He was a founder of
Production Machinery, Inc. and has served as a director since
1956. He is a former director of Lake County National Bank,
Lake County Federal Savings and Loan Association, St. James
Church, Painesville, Ohio and Madison Country Club and a former
member of the Board of Trustees of Lake County Hospital Systems.
JAMES W. MALE. Mr. Male joined the Bank in 1945 and was
the President of the Bank from 1955 until 1986. Mr. Male has
been Chairman of the Board of the Bank since 1974 and was named
Chairman of the Board of the Company upon its organization in
1994. He has served in many public service and charitable
organizations including the United Way, the Achievement Center
for Children and St. Luke's Hospital. Mr. Male acted as
president of the Kenston Board of Education, of which he was a
member for 12 years, and has served on numerous savings and loan
4
industry trade association boards and committees. Mr. Male is a
graduate of Ohio University and has a law degree from Cleveland
Marshall Law School. He is the father of John R. Male and
Jeffrey N. Male.
ROBERT K. HEALEY. Mr. Healey currently is retired. He had
been employed from 1961 to 1990 by Leaseway Transportation Corp.
and most recently served as Executive Vice President -- Managed
Controlled Transportation. He formerly served on the Boards of
Trustees of St. Vincent Charity Hospital, New Direction, Western
Reserve Historical Society and the Woodruff Foundation.
STUART D. NEIDUS. Mr. Neidus has been Executive Vice
President and Chief Financial Officer of ESSEF Corporation, a
publicly traded Nasdaq company engaged in the design and
manufacture of components to move, treat and store water,
located in Chardon, Ohio, since September 1996. Prior to that,
he served with Premier Industrial Corporation, Cleveland, Ohio,
first as Vice President and Treasurer, then as Executive Vice
President, from 1992 until the company was acquired in June 1996
by Farnell Electronics plc. Prior to that, Mr. Neidus was
employed with KPMG Peat Marwick LLP from 1973 to 1992, where he
had been a partner since 1984.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following sets forth information with respect to
executive officers of the Company who do not serve on the Board
of Directors.
Age
as of the
Name Record Date Title
- ---- ----------- ------
C. Keith Swaney 54 Vice President and Treasurer of the
Company and Executive Vice President
and Chief Financial Officer of the Bank
Jeffrey N. Male 48 Vice President and Secretary of the
Company and Senior Vice President of the
Bank
Edward B. Debevec 38 Treasurer of the Bank
Carol S. Porter 44 Secretary of the Bank
C. KEITH SWANEY. Mr. Swaney joined the Bank in 1962 and
has been Executive Vice President and Chief Financial Officer
since 1986. He was named Vice President and Treasurer of the
Company upon its organization in 1994. He is responsible for
all internal operations of the Company and the Bank. Over the
years, Mr. Swaney has participated in various charitable
organizations. Mr. Swaney attended Youngstown State University
and California University in Pennsylvania.
JEFFREY N. MALE. Mr. Male has served the Bank since 1973.
He has served in various capacities including supervisor of the
construction loan department, personnel director and manager of
the collection, foreclosure and REO departments. Since 1986,
Mr. Male has been Senior Vice President in charge of residential
lending operations. He was named Vice President and Secretary
of the Company upon its organization in 1994. Mr. Male has
served in various capacities with public service and charitable
organizations, including the Chagrin Valley Jaycees, the Chamber
of Commerce and the Neighborhood Housing Services Corporate Loan
Committee. Mr. Male is a graduate of Denison University. He is
the son of James W. Male and the brother of John R. Male.
EDWARD B. DEBEVEC. Mr. Debevec has served the Bank since
1984. He has served in various capacities, including
supervision of the construction loan department and supervision
of the student loan department. He was named Treasurer in 1989.
Mr. Debevec is a graduate of John Carroll University and has an
MBA from Cleveland State University.
5
CAROL S. PORTER. Ms. Porter has served the Bank in various
capacities since 1972 and has been the Corporate Secretary since
1980. Since 1989, she also has served as Marketing Director.
Ms. Porter graduated from Sweet Briar College and has an MBA
from Case Western Reserve University.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Boards of Directors of the Company and the Bank conduct
their business through meetings of the respective Boards and
their committees. During the year ended June 30, 1997, the
Company's Board of Directors held seven meetings and the Bank's
Board of Directors held 14 meetings. No current director
attended fewer than 75% of the total aggregate meetings of the
Board of Directors and committees on which such Board member
served during the year ended June 30, 1997.
The Board of Directors has an Audit Committee comprising
directors Stuart D. Neidus, Robert K. Healey and Stanley T.
Jaros. The committee met periodically to examine and approve
the audit report prepared by the independent auditors of the
Company and its subsidiary, to review and recommend the
independent auditors to be engaged by the Company, to review the
internal audit function and internal accounting controls and to
review and approve the conflict of interest policy. During the
year ended June 30, 1997, the Audit Committee met two times.
In accordance with the Company's Bylaws, the entire Board
of Directors acts as the Company's Nominating Committee. The
Nominating Committee meets to consider potential nominees. In
its deliberations, the Nominating Committee considers the
candidate's knowledge of the banking business and involvement in
community, business and civic affairs, and also considers
whether the candidate would allow the Board to continue its
geographic diversity that provides for adequate representation
of its market area. The Board of Directors of the Company met
once as the Nominating Committee during the year ended June 30,
1997. The Company's Articles of Incorporation set forth
procedures that must be followed by stockholders seeking to make
nominations for directors. In order for a stockholder of the
Company to make any nominations, he or she must give written
notice thereof to the Secretary of the Company not less than
thirty days nor more than sixty days prior to the date of any
such meeting; provided, however, that if less than forty days'
notice of the meeting is given to stockholders, such written
notice shall be delivered or mailed, as prescribed, to the
Secretary of the Company not later than the close of business on
the tenth day following the day on which notice of the meeting
was mailed to stockholders. Each such notice given by a
stockholder with respect to nominations for the election of
directors must set forth (i) the name, age, business address
and, if known, residence address of each nominee proposed in
such notice; (ii) the principal occupation or employment of each
such nominee; and (iii) the number of shares of stock of the
Company which are beneficially owned by each such nominee. In
addition, the stockholder making such nomination must promptly
provide any other information reasonably requested by the
Company.
The Compensation Committee consists of directors Stuart D.
Neidus, Robert F. Urban and Creighton E. Miller. The Committee
evaluates the compensation and fringe benefits of the directors,
officers and employees and recommends changes and to monitor and
evaluate employee morale. The Compensation Committee did not
meet during the year ended June 30, 1997.
6
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Overview and Philosophy
The Company's executive compensation policies are
established by the Compensation Committee of the Board of
Directors (the "Committee") composed of three outside directors.
The Committee is responsible for developing the Company's
executive compensation policies. The Company's President, under
the direction of the Committee, implements the Company's
executive compensation policies. The Committee's objectives in
designing and administering the specific elements of the
Company's executive compensation program are as follows:
. To link executive compensation rewards to increases in
shareholder value, as measured by favorable long-term
operating results and continued strengthening of the
Company's financial condition.
. To provide incentives for executive officers to work
towards achieving successful annual results as a step
in achieving the Company's long-term operating results
and strategic objectives.
. To correlate, as closely as possible, executive
officers' receipt of compensation with the attainment
of specified performance objectives.
. To maintain a competitive mix of total executive
compensation, with particular emphasis on awards
related to increases in long-term shareholder value.
. To attract and retain top performing executive officers
for the long-term success of the Company.
. To facilitate stock ownership through the granting of
stock options.
In furtherance of these objectives, the Committee has
determined that there should be three specific components of
executive compensation: base salary, a cash bonus plan and a
stock option plan designed to provide long-term incentives
through the facilitation of stock ownership in the Company.
Base Salary. The Committee makes recommendations to the
Board concerning executive compensation on the basis of surveys
of salaries paid to executive officers of other savings bank
holding companies, non-diversified banks and other financial
institutions similar in size, market capitalization and other
characteristics. The Committee's objective is to provide for
base salaries that are competitive with those paid by the
Company's peers.
Management Incentive Compensation Plan. The Company
maintains a formula-based bonus plan (the "Management Incentive
Compensation Plan"), which provides for annual cash incentive
compensation based on achievement of a combination of individual
and Company performance objectives. Under the Management
Incentive Compensation Plan, at the beginning of the year, the
Committee establishes target returns on equity ("ROE") and
return on assets ("ROA"). The bonuses that would be paid to each
employee are determined following the end of the year based on
actual ROE and ROA achieved for the year. The Company's
Chairman of the Board, President, Vice President and Treasurer
and Vice President and Secretary can receive a maximum bonus
equal to 50% of base salary. The Company's other executive
officers can receive a maximum bonus equal to 40% of base
salary. The actual bonus awarded is determined based on a
rating given to each employee reflecting the employee's success
in achieving specific individual performance goals established
at the beginning of the year.
Stock Options. The Committee believes that stock options
are an important element of compensation because they provide
executives with incentives linked to the performance of the
Common Stock. The Company awards stock options as a means of
providing employees the opportunity to acquire a proprietary
interest in the Company and to link
7
their interests with those of the Company's stockholders.
Options are granted at the market value of the Common Stock on
the date of grant, and thus acquire value only if the Company's
stock price increases.
The Committee has retained an outside consultant to provide
assistance in reviewing the Company's executive compensation
policies with a view toward improving existing policies. The
outside consultant is expected to complete its review during
1997. Depending on the results of the consultant's review and
its recommendations, the Committee may make revisions to the
Company's executive compensation policies.
Compensation of the President
The Committee determines the President's compensation on
the basis of several factors. In determining Mr. John R. Male's
base salary, the Committee conducted surveys of compensation
paid to chief executive officers of similarly situated savings
banks and non-diversified banks and other financial institutions
of similar size. The Committee believes that Mr. Male's base
salary is generally competitive with or below the average salary
paid to executives of similar rank and expertise at banking
institutions which the Committee considered to be comparable.
Mr. Male received bonus compensation under the Management
Incentive Compensation Plan in fiscal year 1997 based on the
Company's ROE and ROA and Mr. Male's achievement of individual
performance goals based on the formula set forth above.
The Committee believes that the Company's executive
compensation program serves the Company and its shareholders by
providing a direct link between the interests of executive
officers and those of shareholders generally and by helping to
attract and retain qualified executive officers who are
dedicated to the long-term success of the Company.
Members of the Compensation Committee
Creighton E. Miller
Stuart D. Neidus
Robert F. Urban
8
COMPARATIVE STOCK PERFORMANCE GRAPH
The graph and table which follow show the cumulative total
return on the Common Stock during the period from December 30,
1992, the date the Company's subsidiary, Park View Federal
Savings Bank (the "Bank"), first issued stock to the public,
though June 30, 1997 with (1) the total cumulative return of all
companies whose equity securities are traded on the Nasdaq
market and (2) the total cumulative return of banking companies
traded on the Nasdaq market. The comparison assumes $100 was
invested on December 30, 1992 in the Bank's Common Stock and in
each of the foregoing indices and assumes reinvestment of
dividends. The stockholder returns shown on the performance
graph are not necessarily indicative of the future performance
of the Common Stock or of any particular index.
[Line graph appears here depicting the cumulative total
stockholder return of $100 invested in the Common Stock as
compared to $100 invested in all companies whose equity
securities are traded on the Nasdaq market and banking companies
whose equity securities are traded on the Nasdaq market. Line
graph begins at December 30, 1992 and plots the cumulative total
stockholder return at June 30, 1993, 1994, 1995, 1996 and 1997.
Plot points are provided below.]
12/30/92 06/30/93 06/30/94 06/30/95 06/30/96 06/30/97
---------------------------------------------------------------
COMPANY $100.00 $143.20 $165.00 $222.86 $337.65 $503.00
NASDAQ 100.00 103.83 104.83 139.93 179.65 218.46
NASDAQ BANKS 100.00 106.93 121.61 137.35 178.77 279.47
9
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash
compensation for fiscal 1997 awarded to or earned by the
Company's Chief Executive Officer and other executive officers
whose total salary and bonus for fiscal 1997 exceeded $100,000.
No other executive officer of the Company or the Bank earned
salary and bonus in fiscal 1997 exceeding $100,000 for services
rendered in all capacities to the Company and its subsidiaries.
Long-Term Compensation
------------------------------------
Awards Payouts
Annual Compensation ----------------------- -------
Name and -------------------------------- Restricted Securities All
Principal Fiscal Other Annual Stock Underlying LTIP Other
Position Year Salary Bonus Compensation(1) Award(s) Options(2) Payouts Compensation
- ----------------------------------------------------------------------------------------------------------------
John R. Male 1997 $129,792 $64,896 $ -- $ -- 4,620 $ -- $15,709 (3)
President of the 1996 129,792 52,496 -- -- -- -- 17,582
Company and 1995 124,800 64,707 -- -- -- -- 21,776
Chief Executive
Officer of the Bank
C. Keith Swaney 1997 113,568 56,784 -- -- 3,960 -- 6,359 (3)
Vice President 1996 113,568 45,800 -- -- -- -- 14,077
and Treasurer 1995 109,200 54,600 -- -- -- -- 15,524
of the Company and
Executive Vice
President and Chief
Financial Officer
of the Bank
Jeffrey N. Male 1997 91,936 45,968 -- -- 3,080 -- 5,256 (3)
Vice President and 1996 91,936 37,168 -- -- -- -- 7,708
Secretary of the 1995 88,400 44,200 -- -- -- -- 11,085
Company and Senior
Vice President of
the Bank
James W. Male 1997 81,120 40,560 -- -- -- -- 15,860 (3)
Chairman of the 1996 81,120 31,200 -- -- -- -- 11,822
Board of Directors 1995 78,000 37,500 -- -- -- -- 13,667
of the Company
and the Bank
______________
(1) Executive officers of the Company receive indirect
compensation in the form of certain perquisites and other
personal benefits. The amount of such benefits received by
the named executive officer in fiscal 1997 did not exceed
10% of the executive officer's salary and bonus.
(2) Adjusted for a 10% stock dividend paid on the Company's
Common Stock on September 1, 1997.
(3) Consists of $9,250 and $9,250 in directors' fees paid to
John R. Male and James W. Male, respectively $1,118, $1,406
and $836 of premiums on term life and disability insurance
policies paid for the benefit of John R. Male, C. Keith
Swaney and Jeffrey N. Male, respectively, $2,845, $2,719,
$2,652 and $2,301 of matching contributions paid by the
Company pursuant to the Company's 401(k) plan for the
benefit of John R. Male, C. Keith Swaney, Jeffrey N. Male
and James W. Male, respectively, and $2,496, $2,184 and
$1,768 in payments made to John R. Male, C. Keith Swaney and
Jeffrey N. Male, respectively, pursuant to a plan under
which all employees receive annual compensation equal to one
week's salary for each year of service above 20 years of
service.
10
OPTION GRANTS IN LAST FISCAL YEAR
The following table contains information concerning the
grant of stock options during the year ended June 30, 1997 to
the executive officers named in the Summary Compensation Table
set forth above.
PERCENT POTENTIAL REALIZABLE
OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION
UNDERLYING EMPLOYEES FOR OPTIONS TERM(2)
OPTION IN FISCAL EXERCISE EXPIRATION -------------------
NAME GRANTED (1) YEAR PRICE(1) DATE 5% 10%
- ---- ----------- -------- -------- ---------- ----- -----
John R. Male 4,620 19.6% $13.64 10/31/01 $17,417 $38,485
C. Keith Swaney 3,960 16.8 13.64 10/31/06 33,977 86,090
Jeffrey N. Male 3,080 13.1 13.64 10/31/01 11,612 25,656
James W. Male -- -- -- -- -- --
_________________
(1) Amounts are adjusted to reflect the 10% stock dividend paid
on the Common Stock on September 1, 1997. All options
become exercisable at the rate of 20% per year, with the
first 20% becoming exercisable on November 1, 1996, the date
of grant, and an additional 20% becoming exercisable on each
anniversary thereafter.
(2) Represents the difference between the aggregate exercise
price of the options and the aggregate value of the
underlying Common Stock at the expiration date assuming the
indicated annual rate of appreciation in the value of the
Common Stock as of the date of grant, November 1, 1996,
based on the closing sale price of the Common Stock as
quoted on the Nasdaq Small-Cap Market.
No options were exercised during fiscal year 1997, and no
options held by any executive officer of the Company repriced
during the past ten full fiscal years.
YEAR-END OPTION VALUES
The following table sets forth information concerning the
value of options held by the Bank's Chief Executive Officer and
other officers named in the Summary Compensation Table set forth
above at the end of fiscal year 1997.
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options at Fiscal Year-End(1) Fiscal Year-End (2)
---------------------------- ------------------------
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------------------- -------------------------
John R. Male 43,774/2,772 $556,156 /$7,872
C. Keith Swaney 43,510/2,376 555,407 / 6,748
Jeffrey N. Male 43,158/1,848 554,406 / 5,248
James W. Male 41,926/ -- 550,908 / --
_____________
(1) Adjusted for a 10% stock dividend paid on the Bank's common
stock on February 18, 1994, a three-for-two exchange of the
Bank's common stock for the Company's Common Stock on
October 31, 1994 in connection with the reorganization of
the Bank into the holding company form of organization, a
10% stock dividend paid on the Common Stock on August 18,
1995, a 50% stock dividend paid on the Common Stock on
August 16, 1996 and a 10% stock dividend paid on the Common
Stock on September 1, 1997.
(2) Calculated based on the product of: (a) the number of
shares subject to options and (b) the difference between
the fair market value of underlying Common Stock at June
30, 1997, determined based on $18.125, the last closing bid
price prior to June 30, 1997 of the Common Stock on the
Nasdaq System Small-Cap Market, adjusted to $16.48 to
reflect the effect of the 10% stock dividend paid on the
Common Stock on September 1, 1997, and the exercise price of
the options.
11
DIRECTORS' COMPENSATION
The Bank pays each member of the Board of Directors $500
per month plus $250 per meeting of the Board which the director
attends. In addition, directors who are not officers of the
Company or the Bank receive fees of $250 per meeting for
attendance at meetings of the Audit Committee, Asset
Classification Committee and Compensation Committee and $150 per
meeting for attending meetings of all other committees of the
Board of Directors. No additional fees are paid by the Company
for attendance at Board of Directors meetings.
INDEBTEDNESS OF MANAGEMENT
Under applicable law, the Bank's loans to directors and
executive officers must be made on substantially the same terms,
including interest rates, as those prevailing for comparable
transactions with non-affiliated persons, and must not involve
more than the normal risk of repayment or present other
unfavorable features. Furthermore, loans above the greater of
$25,000 or 5% of the Bank's capital and surplus (i.e, up to $1.5
million at June 30, 1997) to such persons must be approved in
advance by a disinterested majority of the Bank's Board of
Directors.
The Bank has a policy of offering loans to officers and
directors and employees in the ordinary course of business, on
substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable
transactions with other persons. These loans do not involve
more than the normal risk of collectibility or present other
unfavorable features.
CERTAIN BUSINESS RELATIONSHIPS
Mr. Stanley T. Jaros, a director of the Company who has
been nominated for reelection at the Meeting, is a partner with
the law firm of Moriarty & Jaros, P.L.L., which performed
services for the Company and the Bank during the fiscal year
ended June 30, 1997 and proposes to perform services during the
fiscal year ending June 30, 1998. Fees paid by the Company and
the Bank to Moriarty & Jaros, P.L.L. during the fiscal year
ended June 30, 1997 totalled approximately $63,000.
________________________________________________________________
PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
________________________________________________________________
The Board of Directors has heretofore renewed the Company's
arrangements with KPMG Peat Marwick LLP, independent public
accountants, to be its auditors for the 1998 fiscal year,
subject to ratification by the Company's stockholders. A
representative of KPMG Peat Marwick LLP will be present at the
Meeting to respond to stockholders' questions and will have the
opportunity to make a statement if he or she so desires.
THE APPOINTMENT OF THE AUDITORS MUST BE APPROVED BY A
MAJORITY OF THE VOTES CAST BY THE STOCKHOLDERS OF THE COMPANY AT
THE MEETING. THE BOARD OF DIRECTORS RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" THE APPROVAL OF THE APPOINTMENT OF
AUDITORS.
________________________________________________________________
OTHER MATTERS
________________________________________________________________
The Board of Directors is not aware of any business to come
before the Meeting other than those matters described above in
this Proxy Statement and matters incident to the conduct of the
Meeting. However, if any other matters should properly come
before the Meeting, it is intended that proxies in the
accompanying form will be voted in respect thereof in accordance
with the determination of a majority of the Board of Directors.
12
________________________________________________________________
MISCELLANEOUS
________________________________________________________________
The cost of soliciting proxies will be borne by the
Company. The Company will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending proxy materials to the beneficial
owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may
solicit proxies personally or by telegraph or telephone without
additional compensation. The Bank has retained D.F. King & Co.,
Inc., a proxy soliciting firm, to assist in the solicitation of
proxies, for which they will receive a fee of $500.
The Company's Annual Report to Stockholders, including
financial statements, is being mailed to all stockholders of
record as of the close of business on the Record Date. Any
stockholder who has not received a copy of such Annual Report
may obtain a copy by writing to the Secretary of the Company.
Such Annual Report is not to be treated as a part of the proxy
solicitation material or as having been incorporated herein by
reference.
________________________________________________________________
STOCKHOLDER PROPOSALS
________________________________________________________________
In order to be eligible for inclusion in the Company's
proxy materials for next year's Annual Meeting of Stockholders,
any stockholder proposal to take action at such meeting must be
received at the Company's executive office at 2618 N. Moreland
Boulevard, Cleveland, Ohio 44120, no later than May 22, 1998.
Any such proposal shall be subject to the requirements of the
proxy rules adopted under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s. Jeffrey N. Male
JEFFREY N. MALE
SECRETARY
Cleveland, Ohio
September 19, 1997
________________________________________________________________
ANNUAL REPORT ON FORM 10-K
________________________________________________________________
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED JUNE 30, 1997 AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO
STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO:
CORPORATE SECRETARY, PVF CAPITAL CORP., 2618 N. MORELAND
BOULEVARD, CLEVELAND, OHIO 44120.
________________________________________________________________
13
REVOCABLE PROXY
PVF CAPITAL CORP.
________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
October 20, 1997
________________________________________________________________
The undersigned hereby appoints Robert F. Urban and Stuart
D. Neidus, with full powers of substitution, to act as attorneys
and proxies for the undersigned, to vote all shares of common
stock of PVF Capital Corp. (the "Company") which the undersigned
is entitled to vote at the Annual Meeting of Stockholders (the
"Meeting"), to be held at the Cleveland Marriott East, 3663 Park
East Drive, Beachwood, Ohio, on Monday, October 20, 1997 at
10:00 a.m., local time, and at any and all adjournments thereof,
as follows:
VOTE
FOR WITHHELD
--- --------
1. The election as directors for
two-year terms of all nominees
listed below (except as marked
to the contrary below). [ ] [ ]
Creighton E. Miller
John R. Male
Stanley T. Jaros
INSTRUCTION: To withhold your vote for any individual nominee,
insert that nominee's name on the line provided
below.
___________________________________
[CAPTION]
FOR AGAINST ABSTAIN
--- ------- -------
2. Proposal to ratify the appointment of
KPMG Peat Marwick LLP as independent
certified public accountants of the Company
for the fiscal year ending June 30, 1998 [ ] [ ] [ ]
The Board of Directors recommends a vote "FOR" each of the
nominees and "FOR" the proposal to ratify the appointment of
KPMG Peat Marwick LLP as independent certified public
accountants of the Company for the fiscal year ending June 30,
1998.
________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES FOR
DIRECTOR LISTED ABOVE AND FOR THE OTHER PROPOSITION STATED. IF
ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS
PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN ACCORDANCE
WITH THE DETERMINATION OF A MAJORITY OF THE BOARD OF DIRECTORS.
AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING. THIS PROXY
CONFERS DISCRETIONARY AUTHORITY ON THE HOLDERS THEREOF TO VOTE
WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE
NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND
MATTERS INCIDENT TO THE CONDUCT OF THE MEETING.
________________________________________________________________
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
Meeting or at any adjournment thereof and after notification to
the Secretary of the Company at the Meeting of the stockholder's
decision to terminate this proxy, then the power of said
attorneys and proxies shall be deemed terminated and of no
further force and effect.
The undersigned acknowledges receipt from the Company prior
to the execution of this proxy of a Notice of Meeting of
Stockholders, a proxy statement dated September 19, 1997 and an
Annual Report to Stockholders.
Dated: _______________________, 1997
__________________________ __________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
__________________________ __________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears hereon. When signing
as attorney, executor, administrator, trustee or guardian,
please give your full title. If shares are held jointly, each
holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.