Pvf Capital Corp - Amended Statement of Beneficial Ownership (SC 13D/A)
10 September 2008 - 6:05AM
Edgar (US Regulatory)
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OMB APPROVAL
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OMB Number: 3235-0145
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Expires: February 28, 2009
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Estimated average burden hours per response...14.5
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8 )*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Marc
C. Krantz, Kohrman Jackson & Krantz P.L.L., 1375 East 9th Street, 20
th
Floor, Cleveland, OH 44114, (216) 696-8700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 Rule 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 (Act) 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).
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CUSIP No.
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693654 10 5
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Page
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2
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of
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10
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1
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NAMES OF REPORTING PERSONS
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)
o
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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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0
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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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0
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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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0
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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%
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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.
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693654 10 5
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Page
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3
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of
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10
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1
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NAMES OF REPORTING PERSONS
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)
o
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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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118,000*
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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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118,000*
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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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118,000*
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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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1.5%
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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 the Richard M. Osborne Trust.
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CUSIP No.
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693654 10 5
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Page
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4
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of
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10
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1
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NAMES OF REPORTING PERSONS
Richard M. Osborne 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)
o
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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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118,000
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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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118,000
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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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118,000
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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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1.5%
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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.
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693654 10 5
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Page
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5
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of
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10
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1
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NAMES OF REPORTING PERSONS
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)
o
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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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PF, OO
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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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296,424
(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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26,680
(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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296,424
(1)
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WITH
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10
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SHARED DISPOSITIVE POWER
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26,680
(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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323,104
(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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4.2%
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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 233,300 shares owned by CCAG Limited Partnership and 46,945 shares owned by the Steven A. Calabrese Profit Sharing Trust.
(2) Includes 15,930 shares owned by Mr. Calabreses minor children and 10,750 shares beneficially owned by Mr. Calabreses wife.
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CUSIP No.
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693654 10 5
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Page
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6
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of
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10
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1
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NAMES OF REPORTING PERSONS
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)
o
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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
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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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233,300
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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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233,300
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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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233,300
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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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3.0%
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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.
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693654 10 5
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Page
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7
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of
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10
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1
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NAMES OF REPORTING PERSONS
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)
o
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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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46,945
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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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46,945
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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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46,945
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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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EP
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CUSIP No.
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693654 10 5
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Page
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8
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of
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10
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1
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NAMES OF REPORTING PERSONS
Mark D. Grossi
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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)
o
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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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137,457
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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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137,457
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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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137,457
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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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1.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No.
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693654 10 5
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Page
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9
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of
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10
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Introduction.
Pursuant to Rule 13d-1(k), this Amendment No. 8 to Schedule 13D is filed by AMG Investments
No. 2 LLC (AMG), Richard M. Osborne, the Richard M. Osborne Trust (the Trust) (together with
Mr. Osborne, the Osborne Entities), Steven A. Calabrese, CCAG Limited Partnership (CCAG), the
Steven A. Calabrese Profit Sharing Trust (the Calabrese Trust) (together with Mr. Calabrese and
CCAG, the Calabrese Entities) and Mark D. Grossi relating to shares of common stock, par value
$0.01 per share (the Shares), of PVF Capital Corp. (the Company), which is the holding company
for Park View Federal Savings Bank.
Item 4. Purpose of Transaction.
Item 4 is amended and supplemented as follows:
On August 26, 2008, the Osborne Entities, the Calabrese Entities and Mr. Grossi ceased to be
members of a group for purposes of Rule 13d-1(k)(1) because following AMGs distribution of its
Shares, the Osborne Entities and the Calabrese Entities no longer jointly beneficially own or
control any Shares and no agreement, written or oral, exists between the parties with respect to
the Company. In addition, Mr. Osborne may, without Mr. Calabrese, the Calabrese Entities or Mr.
Grossi, initiate plans or proposals that would result in a change in the present board of directors
or management of the Company and a change to the articles of incorporation, or code of regulations
of the Company, including through a proxy contest at this years annual meeting of shareholders of
the Company.
Item 5. Interest in Securities of the Issuer.
Items 5(a) and 5(e) 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 7,773,823 Shares outstanding.
Mr. Osborne beneficially owns 118,000 Shares, or 1.5% of the outstanding Shares, which Shares
are owned by the Osborne Trust. Mr. Calabrese beneficially owns a total of 323,104 Shares, or 4.2%
of the outstanding Shares, which includes 16,179 Shares owned individually, 15,930 Shares owned by
his minor children, 10,750 Shares owned by his wife, 233,300 Shares owned by CCAG and 46,945 Shares
owned by the Calabrese Trust. CCAG owns 233,300 Shares, or 3.0% of the outstanding Shares. The
Calabrese Trust owns 46,945 Shares, or 0.6% of the outstanding Shares. Mr. Grossi owns 137,457
Shares, or 1.8% of the outstanding Shares. AMG no longer owns any Shares.
(e) On August 26, 2008, upon termination of the Rule 13d-1(k)(1) group described in Item 4,
each of the Osborne Entities, the Calabrese Entities and Mr. Grossi ceased to be the owner of more
than five percent of the Shares.
Item 7. Material to be Filed as Exhibits.
7.1 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: September 9, 2008
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AMG Investments No. 2 LLC
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/s/ Richard M. Osborne
|
|
|
Richard M. Osborne, a managing member
|
|
|
|
|
|
|
|
|
|
|
/s/ Richard M. Osborne
|
|
|
Richard M. Osborne
, individually
|
|
|
|
|
|
|
|
|
|
|
|
Richard M. Osborne Trust
|
|
|
/s/ Richard M. Osborne
|
|
|
By: Richard M. Osborne, trustee
|
|
|
|
|
|
|
|
|
|
|
/s/ Steven A. Calabrese
|
|
|
Steven A. Calabrese
, individually
|
|
|
|
|
|
|
|
|
|
|
|
Steven A. Calabrese Profit Sharing Trust
|
|
|
/s/ Steven A. Calabrese
|
|
|
By: Steven A. Calabrese, co-trustee
|
|
|
|
|
|
|
|
|
|
|
|
CCAG Limited Partnership
By: TGF, Inc., its general partner
|
|
|
/s/ Steven A. Calabrese
|
|
|
By: Steven A. Calabrese, President
|
|
|
|
|
|
|
|
|
|
|
/s/ Mark D. Grossi
|
|
|
Mark D. Grossi
, individually
|
|
|
|
|
|
Page 10 of 10 Pages
EXHIBIT INDEX
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
7.1
|
|
Joint Filing Agreement
|
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