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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.
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(Exact Name of Registrant as Specified in Charter)
Ohio 0-24948 34-1659805
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(State or Other Jurisdiction Commission File Number (I.R.S. Employer
of Incorporation) 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
Not Applicable
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(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)
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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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
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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
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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
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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;
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APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN
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OFFICERS
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(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
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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
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(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
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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
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John R. Male
Chairman and Chief Executive Officer