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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): October 19, 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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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On October 19, 2009, PVF Capital Corp. (the "Company") and its wholly
owned subsidiary, Park View Federal Savings Bank (the "Bank"), each entered into
a Stipulation and Consent to the Issuance of Order to Cease and Desist with the
Office of Thrift Supervision (the "OTS"), whereby the Company and the Bank each
consented to the issuance of an Order to Cease and Desist promulgated by the OTS
without admitting or denying that grounds exist for the OTS to initiate an
administrative proceeding against the Company or the Bank. The description of
the Stipulation and Consent to the Issuance of Order to Cease and Desist between
the Bank and the OTS and the Order to Cease and Desist for the Bank (the "Bank
Order") set forth below is qualified in its entirety by reference to such
Stipulation and Consent and the Bank Order, copies of which are attached hereto
as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by
reference. The description of the Stipulation and Consent to the Issuance of
Order to Cease and Desist between the Company and the OTS and the Order to Cease
and Desist for the Company (the "Company Order") set forth below is qualified in
its entirety by reference to such Stipulation and Consent and the Company Order,
copies of which are attached hereto as Exhibits 10.3 and 10.4, respectively, and
are incorporated herein by reference.
The Bank Order requires the Bank to take the following actions:
o by December 31, 2009, meet and maintain (i) a tier one (core) capital
ratio of at least 8.0% and (ii) a total risk-based capital ratio of at
least 12.0% after the funding of an adequate allowance for loan and
lease losses and submit a detailed plan to accomplish this; as a result
of this requirement the Bank may not be deemed to be "well-capitalized"
under applicable regulations;
o if the Bank fails to meet this requirement at any time after December
31, 2009, within 15 days thereafter prepare a written contingency plan
detailing actions to be taken, with specific time frames, providing for
(i) a merger with another federally insured depository institution or
holding company thereof, or (ii) voluntary liquidation;
o adopt revisions to the Bank's liquidity policy to, among other things,
increase the Bank's minimum liquidity ratio;
o reduce the level of adversely classified assets to no more than 50% of
core capital plus allowance for loan and lease losses by December 31,
2010 and to reduce the level of adversely classified assets and assets
designated as special mention to no more than 65% of core capital plus
allowance for loan and lease losses by December 31, 2010;
o prepare a new business plan that will include the requirements
contained in the Bank Order and that also will include well supported
and realistic strategies to achieve consistent profitability by
September 30, 2010;
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o restrict quarterly asset growth to an amount not to exceed net interest
credited on deposit liabilities until the OTS approves of the new
business plan;
o cease to accept, renew or roll over any brokered deposit or act as a
deposit broker, without the prior written waiver of the Federal Deposit
Insurance Corporation;
o not declare or pay dividends or make any other capital distributions
from the Bank without receiving prior OTS approval;
o not make any severance or indemnification payments without complying
with regulatory requirements regarding such payments;
o comply with prior regulatory notification requirements for any changes
in directors or senior executive officers;
o not enter into, renew, extend or revise any contractual arrangement
relating to compensation or benefits for any senior executive officer
or director of the Bank, without first providing 30 days prior written
regulatory notice of the proposed transaction;
o not increase any salaries, bonuses or director's fees to directors or
senior executive officers without the prior written consent of the OTS;
o not increase any salaries, bonuses or director's fees or make any other
similar payments to directors or senior executive officers without the
prior written non-objection of the OTS;
o not enter into any arrangement or contract with a third party service
provider that is significant to the overall operation or financial
condition of the Bank or outside the Bank's normal course of business
without prior OTS non-objection (a contract will be considered
significant where the annual contract amount equals or exceeds 2% of
the Bank's total capital); and
o ensure compliance with regulatory requirements for affiliate and
insider transactions.
The Company Order contains the following requirements:
o The Company must submit a capital plan that includes, among other
things, (i) the establishment of a minimum tangible capital ratio of
tangible equity capital to total tangible assets commensurate with the
Company's consolidated risk profile, and (ii) specific plans to reduce
the risks to the Company from its current debt levels and debt
servicing requirements.
o The Company shall not declare, make or pay any cash dividends or other
capital distributions or purchase, repurchase or redeem or commit to
purchase, repurchase or redeem any Company equity stock without the
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prior non-objection of the OTS, except that this provision does not
apply to immaterial capital stock redemptions that arise in the normal
course of the Company's business in connection with its stock-based
compensation plans.
o The Company shall not incur, issue, renew, roll over or increase any
debt or commit to do so without the prior non-objection of the OTS
(debt includes loans, bonds, cumulative preferred stock, hybrid capital
instruments such as subordinated debt or trust preferred securities,
and guarantees of debt).
o The Company may not engage in transactions with any subsidiary or
affiliate without the prior non-objection of the OTS except certain
transactions exempt under applicable regulations and intercompany
cost-sharing transactions.
o The Company must comply with similar restrictions on the payment of
severance and indemnification payments, prior OTS approval of
directorate and management changes and prior OTS approval of employment
contracts and compensation arrangements contained in the Bank Order.
The Bank Order and the Company Order will remain in effect until
terminated, modified, or suspended in writing by the OTS.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits
Number Description
10.1 Stipulation and Consent to the Issuance of an Order to
Cease and Desist between Park View Federal Savings Bank
and the Office of Thrift Supervision
10.2 Order to Cease and Desist issued by the Office of
Thrift Supervision for Park View Federal Savings Bank
10.3 Stipulation and Consent to the Issuance of an Order to
Cease and Desist between PVF Capital Corp. and the
Office of Thrift Supervision
10.4 Order to Cease and Desist issued by the Office of
Thrift Supervision for PVF Capital Corp.
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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: October 23, 2009 By: /s/ Robert J. King, Jr.
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Robert J. King, Jr.
President and Chief Executive Officer