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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(AMENDMENT NO. 1)
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 1, 2009
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
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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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EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Form 8-K filed with the
Commission by PVF Capital Corp. (the "Company") on September 4, 2009 is to add
Item 3.02 information with respect to the Company's exchange transaction with
Alesco Preferred Funding IV, Ltd. (the "Alesco CDO") and to correct a
typographical error in the title for Item 1.01, which was incorrectly referred
to as Item 1.02.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On September 1, 2009, PVF Capital Corp. (the "Company") entered into an
Exchange Agreement (the "Exchange Agreement") with Alesco Preferred Funding IV,
Ltd. (the "Alesco CDO") and Cohen & Company Financial Management, LLC ("Cohen").
The Alesco CDO is the holder of $10.0 million principal amount trust preferred
securities issued by PVF Capital Trust I (the "Trust"), and Cohen is the
collateral manager for the Alesco CDO. In June 2004, the Company formed the
Trust as a special purpose entity for the sole purpose of issuing $10.0 million
of variable-rate trust preferred securities (the "Capital Securities"). The
Company issued subordinated deferrable interest debentures (the "Subordinated
Debentures") to the Trust in exchange for the proceeds of the offering of the
trust preferred securities. The trust preferred securities carry a variable
interest rate that adjusts to the three month LIBOR rate plus 260 basis points.
The Subordinated Debentures are the sole asset of the Trust.
The Exchange Agreement provides that on the closing date, which is
expected to be September 3, 2009, the Alesco CDO will exchange its $10.0 million
of trust preferred securities for consideration to be paid by the Company. The
consideration to be paid by the Company will consist of (i) a cash payment of
$500,000; (ii) a number of shares of Company common stock equal to $500,000
divided by the average daily closing price of the Company's common stock for the
twenty (20) business days prior to September 1, 2009 (the "Initial Shares");
(iii) a warrant ("Warrant A") to purchase 769,608 shares of Company common
stock; and (iv) a warrant ("Warrant B" and together with Warrant A, the
"Warrants") to purchase a number of shares of Company common stock equal to 9.9%
of any shares of Company common stock issued, exclusive of any warrant or
warrant shares, in exchange for capital securities of PVF Capital Trust II
("Trust II") in the event the Company in the future issues shares of its common
stock in exchange for Trust II capital securities.
The number of shares of Company common stock issuable pursuant to each
of Warrant A and Warrant B may not exceed certain limits. Specifically, the
number shares issuable upon the exercise of Warrant A or Warrant B may not
exceed the maximum number of shares of the Company's common stock such that the
Alesco CDO, upon its exercise of the applicable Warrant, shall own 9.9% of the
Company's common stock then issued and outstanding, except that in the event the
Alesco CDO receives comfort from the Office of Thrift Supervision (the "OTS")
that allows it to rebut the presumption that its holdings of the Company's
common stock constitute control of the Company for the purpose of the applicable
OTS regulations, this limitation shall have no effect. In addition, the number
of shares of Company common stock issuable upon the exercise of Warrant B may
not exceed a number of shares equal to 1,546,991 shares minus the sum of the
Initial Shares and 769,608 shares.
Assuming a closing date of September 3, 2009, Warrant A is exercisable
at any time before September 3, 2011 at a price equal to the lesser of (i) $4.00
per share, (ii) the offering price for shares of Company common stock issued
solely for cash in any subsequent public offering or private placement of the
Company's common stock, or (iii) the Conversion Price (as defined below) for any
subsequent exchange of Company common stock for capital securities of Trust II.
Assuming a closing date of September 3, 2009, Warrant B is exercisable
at any time before September 3, 2011 at the Conversion Price utilized in any
subsequent exchange of Company common stock for capital securities of Trust II
pursuant to an exchange agreement executed within one year of the closing date.
The Conversion Price is defined in the Exchange Agreement as the price, if any,
utilized in any subsequent exchange of Company common stock for capital
securities of Trust II to determine the number of shares of Company common stock
to be exchanged for Trust II capital securities exclusive of any warrants,
warrant shares or warrant prices. For example, if the subsequent exchange
agreement for the capital securities of Trust II provided for terms identical to
those provided in the Exchange Agreement, then the Conversion Price would be the
daily average closing price of the Company's common stock for the 20 business
days prior to the date of the subsequent agreement.
Upon consummation of the transaction, the Capital Securities, common
securities issued by the Trust and the Subordinated Debentures will be cancelled
and will no longer be outstanding.
The Company has agreed to file a registration statement with the
Securities and Exchange Commission within 60 days of the closing date with
respect to the Initial Shares and the Warrants and within 60 days of the
exercise of any Warrant with respect to the resale of Company common stock
issued upon the exercise of a Warrant.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
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On September 3, 2009, the Alesco CDO exchanged its $10.0 million of
trust preferred securities for consideration paid by the Company. The
consideration paid by the Company consisted of (i) a cash payment of $500,000;
(ii) 205,297 shares of Company common stock; (iii) a warrant to purchase 769,608
shares of Company common stock; and (iv) a warrant to purchase a number of
shares of Company common stock equal to 9.9% of any shares of Company common
stock issued, exclusive of any warrant or warrant shares, in exchange for
capital securities of PVF Capital Trust II ("Trust II") in the event the Company
in the future issues shares of its common stock in exchange for Trust II capital
securities.
The issuance of Company common stock pursuant to the Exchange Agreement
was made by the Company pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended, contained in Section
4(2) of such Act and Rule 506 promulgated thereunder.
For further information related to the Exchange Agreement, reference is
made to description of the Exchange Agreement contained in Item 1.01 of this
Current Report on Form 8-K.
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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 thereunto duly authorized.
PVF CAPITAL CORP.
Date: September 10, 2009 By: /s/ Jeffrey N. Male
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Jeffrey N. Male
Vice President and Secretary
Duly Authorized Representative)