Pvf Capital Corp - Amended Statement of Beneficial Ownership (SC 13D/A)
December 10 2007 - 2:32PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT RULE 13d-2(a)
(Amendment No. 2)
PVF Capital Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
693654 10 5
(CUSIP Number)
Marc C.
Krantz, Kohrman Jackson & Krantz P.L.L., 1375 East 9
th
Street, 20
th
Floor, Cleveland, OH 44114, (216) 696-8700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 19, 2007
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule
13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
o
Note
. Schedules filed in paper format shall include a signed original and five copies of the
schedule including all exhibits.
See
§ 240.13d-7 for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting persons initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed
for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however,
see
the
Notes
).
Page 1 of
9 Pages
TABLE OF CONTENTS
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CUSIP No. 693654 10 5
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Page 2 of 9 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
AMG Investments No. 2 LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(see instructions)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
(see instructions)
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OO, WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Ohio
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7
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SOLE VOTING POWER
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NUMBER OF
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488,865
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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488,865
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WITH
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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488,865
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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6.3%
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14
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TYPE OF REPORTING PERSON
(see instructions)
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OO
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CUSIP No. 693654 10 5
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Page 3 of 9 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Richard M. Osborne
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(see instructions)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
(see instructions)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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488,865*
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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WITH
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10
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SHARED DISPOSITIVE POWER
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488,865*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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488,865*
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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6.3%
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14
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TYPE OF REPORTING PERSON
(see instructions)
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IN
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* Shares owned by AMG
Investments No. 2 LLC.
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CUSIP No. 693654 10 5
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Page 4 of 9 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Steven A. Calabrese
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A
GROUP
*
(see instructions)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
(see instructions)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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94,904
(1)
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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512,545
(2)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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94,904
(1)
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WITH
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10
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SHARED DISPOSITIVE POWER
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512,545
(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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607,449
(1)(2)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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7.8%
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14
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TYPE OF REPORTING PERSON
(see instructions)
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IN
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(1) Includes 44,783 shares owned by CCAG Limited Partnership and 33,942 shares owned by the Steven A. Calabrese Profit Sharing Trust.
(2) Includes 488,865
shares owned by AMG Investments No. 2 LLC, 12,930 shares owned by Mr. Calabreses minor children and 10,750 shares beneficially owned by Mr. Calabreses wife.
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CUSIP No. 693654 10 5
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Page 5 of 9 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
CCAG Limited Partnership
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(see instructions)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
(see instructions)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Ohio
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7
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SOLE VOTING POWER
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NUMBER OF
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44,783
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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44,783
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WITH
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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44,783
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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0.6%
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14
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TYPE OF REPORTING PERSON
(see instructions)
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PN
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CUSIP No. 693654 10 5
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Page 6 of 9 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Steven A. Calabrese Profit Sharing Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(see instructions)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
(see instructions)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Ohio
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7
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SOLE VOTING POWER
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NUMBER OF
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33,942
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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33,942
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WITH
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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33,942
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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0.4%
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14
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TYPE OF REPORTING PERSON
(see instructions)
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EP
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CUSIP No. 693654 10 5
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Page 7 of 9 Pages
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Introduction.
Pursuant to Rule 13d-1(k), this Amendment No. 2 to Schedule 13D is filed by AMG Investments No. 2 LLC, an Ohio limited liability company
(AMG), Richard M. Osborne, Steven A. Calabrese, CCAG Limited Partnership, and the
Steven A. Calabrese Profit Sharing Trust relating to the acquisition of shares of
common stock, par value $0.01 per share (the Shares), of PVF Capital Corp. (the Company) by
AMG. This Amendment No. 2 amends original Schedule 13D dated September 12, 2007 and Amendment No. 1 to Schedule 13D dated October 25, 2007 (together, the Prior Schedule 13D Filings). In the Prior Schedule 13D Filings,
AMG Investments No. 2 LLC was incorrectly referred to as AMG Investments, LLC. All information relating to AMG Investments, LLC in the Prior Schedule 13D Filings should be deemed to refer to AMG Investments No. 2 LLC.
Item 2. Identity and Background.
Item 2(a) is amended and supplemented as follows:
(a) Pursuant to Rule 13d-1(k), this Schedule 13D is filed by AMG Investments No. 2 LLC, an Ohio limited liability company (AMG),
Richard M. Osborne, Steven A. Calabrese, CCAG Limited Partnership, an Ohio limited partnership (CCAG), and the Steven A. Calabrese Profit Sharing Trust, an Ohio trust (the Trust), for the purpose of reporting acquisitions of
Shares of the Company by AMG. Mr. Osborne and Mr. Calabrese are the managing members of AMG. Mr. Osborne owns his units of AMG through the Richard M. Osborne Trust, an Ohio trust of which he is the trustee. Mr. Calabrese owns his units of AMG through the Declaration of Trust dated 1/25/91, an Ohio
trust of which he is the trustee. Mr. Calabrese is the President and only member of the Board of Directors and the only executive officer of the general partner of CCAG and co-trustee of the Trust. Under the governing documents of the Trust, Mr. Calabrese is in sole control of the Trust.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended and supplemented as follows:
The Shares reported in Item 5(c) as having been acquired by AMG were acquired for the
aggregate purchase price of approximately $1,491,660 (excluding commissions) with a combination of
working capital of AMG and margin debt from Wachovia Securities. Interest on the margin debt is
computed at a select rate above the rate banks charge securities brokers (call money rate) and is
subject to change, without notice, if the call money rate changes. To the extent permitted by law,
Wachovia has a lien on certain of the Shares reported herein as having been acquired by AMG.
Item 5. Interest in Securities of the Issuer.
Items 5(a) and 5(c) are amended and supplemented as follows:
(a) According to the most recently available filing with the Securities and Exchange
Commission by the Company, there are 7,772,292 Shares outstanding.
AMG beneficially owns 488,865 Shares, or 6.3%, of the outstanding Shares. As managing
members, each of Mr. Calabrese and Mr. Osborne may be deemed to beneficially own all Shares held by
AMG. Mr. Osborne does not beneficially own any Shares other than as a managing member of AMG. Mr.
Calabrese beneficially owns a total of 607,449 Shares, or 7.8%, of the outstanding Shares, which
includes 488,865 Shares owned by AMG, 16,179 Shares owned individually, 12,930 Shares owned by his
minor children, 10,750 Shares owned by his wife, 44,783 Shares owned by CCAG and 33,942 Shares
owned by the Trust. CCAG owns 44,783 Shares, or 0.6%, of the outstanding Shares. The Trust owns
33,942 Shares, or 0.4%, of the outstanding Shares.
Mr. Osborne and Mr. Calabrese determined to purchase the Shares reported in Item 5(c) as
having been acquired by AMG.
(c) Since the filing of Amendment No. 1 to Schedule 13D on November 6, 2007, AMG purchased
114,180 Shares in open market transactions as set forth below:
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CUSIP No. 693654 10 5
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Page 8 of 9 Pages
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Approximate Per Share Price
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Date
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Number of Shares
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(Excluding Commissions)
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11/6/07
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4,733
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$
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13.77
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11/6/07
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300
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$
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13.84
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11/6/07
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700
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$
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14.05
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11/6/07
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100
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$
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13.85
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11/7/07
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3,000
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$
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13.75
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11/7/07
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900
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$
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13.71
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11/8/07
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7,900
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$
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13.62
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11/8/07
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3,900
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$
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13.63
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11/8/07
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1,744
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$
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13.50
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11/9/07
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1,500
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$
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13.25
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11/9/07
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1,500
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$
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13.15
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11/9/07
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2,000
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$
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13.00
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11/9/07
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8,239
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$
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12.75
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11/9/07
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2,936
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$
|
12.50
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11/9/07
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825
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$
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12.60
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11/12/07
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2,500
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$
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13.00
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11/12/07
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1,400
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$
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13.25
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11/13/07
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2,460
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$
|
13.50
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11/13/07
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5,000
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$
|
13.75
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11/13/07
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4,700
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$
|
13.70
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11/14/07
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643
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$
|
13.85
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11/16/07
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2,800
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$
|
13.75
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11/16/07
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1,400
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$
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13.70
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11/19/07
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5,000
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$
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12.20
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11/19/07
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33,000
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$
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13.00
|
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11/19/07
|
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8,325
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$
|
12.10
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11/19/07
|
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1,675
|
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|
$
|
11.95
|
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11/19/07
|
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|
5,000
|
|
|
$
|
12.15
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Item 7. Material to be Filed as Exhibits.
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7.1
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Joint Filing Agreement
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: December 10, 2007
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AMG Investments No. 2 LLC
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/s/ Richard M. Osborne
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Richard M. Osborne, a managing member
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/s/ Richard M. Osborne
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Richard M. Osborne
, individually
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/s/ Steven A. Calabrese
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Steven A. Calabrese
, individually
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Steven A. Calabrese Profit Sharing Trust
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/s/ Steven A. Calabrese
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By: Steven A. Calabrese, co-trustee
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CCAG Limited Partnership
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By:
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TGF, Inc., its general partner
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/s/ Steven A. Calabrese
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By: Steven A. Calabrese, President
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Page 9 of 9 Pages
EXHIBIT INDEX
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Exhibit Number
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Description
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7.1
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Joint Filing Agreement
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