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. )
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)
January 30, 2009
(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
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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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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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398,000*
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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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398,000*
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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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398,000*
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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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5.1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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* Includes 118,000 shares owned by the Richard M. Osborne Trust and 280,000 shares owned by OsAir, Inc.
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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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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 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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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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4
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of
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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)
OsAir, Inc.
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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
OO
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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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280,000
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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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280,000
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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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280,000
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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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3.6%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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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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9 Pages
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Item 1. Security and Issuer.
This Schedule 13D relates 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 (Park View), which has its principal executive offices at 30000 Aurora Road, Solon, Ohio
44139.
Item 2. Identity and Background.
(a) Pursuant to Rule 13d-1(k), this Schedule 13D is filed by Richard M. Osborne, the Richard
M. Osborne Trust (the Trust), an Ohio trust, and OsAir, Inc. (OsAir), an Ohio corporation (each
a Reporting Person and collectively, the Reporting Persons) for the purpose of reporting
acquisitions of Shares of the Company by OsAir. Mr. Osborne is the sole trustee of the Trust and
the president, chief executive officer, chairman of the board and majority shareholder of OsAir.
In accordance with the provisions of General Instruction C to Schedule 13D, information
concerning the executive officers and directors of OsAir is set forth on Schedule A hereto and is
incorporated herein by reference. Also set forth on Schedule A is the name, address, citizenship
and principal business of each corporation in which the occupations of the directors and executive
officers are conducted.
(b) The business address of Mr. Osborne, the Trust and OsAir is 8500 Station Street, Suite
113, Mentor, Ohio 44060.
(c) Mr. Osbornes principal occupation is president, chief executive officer and director of
OsAir, chief executive officer and chairman of the board of Energy West, Incorporated (Energy
West), a Montana corporation located at 1 First Avenue South, Great Falls, Montana 59401 and
chairman of the board and chief executive officer of John D. Oil and Gas Company, a Maryland
corporation located at 8500 Station Street, Suite 345, Mentor, Ohio 44060. John D. Oil and Gas
Company is a publicly-held oil and gas exploration company and Energy West is a publicly-held
public utility company. Mr. Osborne was a director of the Company and Park View since September
30, 2008, but resigned on January 29, 2009.
The principal business of OsAir is property developer and manufacturer of industrial gases for
pipeline delivery and the principal business of the Trust is asset investment services.
(d) Negative with respect to the Reporting Persons and each executive officer and director of
OsAir identified on Schedule A.
(e) Negative with respect to the Reporting Persons and each executive officer and director of
OsAir identified on Schedule A.
(f) Mr. Osborne is a citizen of the United States of America. The Trust and OsAir are
organized under the laws of the State of Ohio.
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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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9 Pages
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Item 3. Source and Amount of Funds or Other Consideration.
The Shares reported in Item 5(c) as having been acquired by OsAir were acquired for the
aggregate purchase price of approximately $560,000 (excluding commissions) with 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 OsAir.
Item 4. Purpose of Transaction.
On September 30, 2008, Mr. Osborne and the Trust entered into an agreement with the Company
and Park View whereby Mr. Osborne was appointed to the class of directors with terms expiring at
the 2010 annual meeting of shareholders (the Agreement). Mr. Osborne resigned from the boards of
the Company and Park View on January 29, 2009. However, pursuant to the terms of the Agreement,
Mr. Osborne is entitled to designate a substitute nominee who is reasonably acceptable to the
Companys board of directors and the Company will appoint the substitute nominee to the board for
the remainder of Mr. Osbornes term, provided the substitute nominee agrees to be bound by certain
provisions of the Agreement. Mr. Osborne has not designated a substitute nominee at this time.
In addition, Mr. Osborne and the Trust 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 Companys board of directors:
(1) 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 Companys publication of its proxy statement;
(2) 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;
(3) 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;
(4) 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 Park View), to seek to offer to the Company or any of its shareholders 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 Company or nominate any person as a director of
the Company or Park View who is not nominated by the then incumbent directors, or propose any
matter to be voted upon by the shareholders of the Company;
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CUSIP No.
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(5) make or cause to be made a proposal for consideration by the shareholders of the Company;
or
(6) 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 (1) through (5) above, or publicly
announce or disclose any request to be excused from any of the foregoing obligations.
During the Standstill Period, the parties to the Agreement agreed not to disparage the other
parties to the Agreement or their officers or directors, including director nominees.
The Agreement would terminate and the Standstill Period would immediately end if Mr. Osborne resigns from the boards of directors of the
Company and Park View and waives his right to appoint a substitute nominee. The provisions of
clauses (1) through (6) set forth above (other than the commitment in clause (4) not to nominate
any person as a director of the Company or Park View) will terminate upon a decision by the
Companys 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 Agreement was attached as Exhibit 10.2 to a Form 8-K filed by the Company on October 6,
2008, and the foregoing summary of the Agreement is qualified in its entirety by reference to the
Agreement.
OsAir purchased the Shares for investment. Other than as set forth in this Item 4, and
pursuant to the instructions for items (a) through (j) of Item 4 of Schedule 13D, none of the
Reporting Persons nor any of the executive officers and directors of OsAir identified on Schedule A
currently have plans or proposals that relate to or would result in any of the following:
(1) an extraordinary corporate transaction, such as a merger, reorganization or liquidation,
involving the Company or Park View;
(2) the sale or transfer of a material amount of assets of the Company or Park View;
(3) a change in the present board of directors or management of the Company;
(4) a material change in the present capitalization or dividend policy of the Company;
(5) a material change in the business or corporate structure of the Company;
(6) a change to the articles of incorporation, or code of regulations of the Company, or an
impediment to the acquisition of control of the Company by any person;
(7) the delisting from the Nasdaq Capital Market of the Shares;
(8) a class of equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or
(9) any action similar to any of those enumerated in (1) through (8) above.
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CUSIP No.
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693654 10 5
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9 Pages
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The Reporting Persons and each executive officer and director of OsAir identified on Schedule
A reserve the right to modify their plans and proposals described in this Item 4 and, as disclosed
above, to acquire additional Shares or dispose of Shares from time to time depending on market
conditions. Further, subject to applicable laws and regulations, the Reporting Persons and each
executive officer and director of OsAir identified on Schedule A may formulate plans and proposals
that may result in the occurrence of an event set forth in (1) through (9) above or in Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(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 398,000 Shares, of which 118,000 Shares are owned by the Trust
and 280,000 Shares are owned by OsAir, or 5.1% of the outstanding Shares. The Trust beneficially
owns 118,000 Shares, or 1.5%, of the outstanding Shares. OsAir beneficially owns 280,000 Shares,
or 3.6%, of the outstanding Shares.
(b) Mr. Osborne, as sole trustee of the Trust and president, chief executive officer,
chairman of the board and majority shareholder of OsAir, has sole power to vote, or to direct the
voting of, and sole power to dispose, or to direct the disposition of, the Shares owned by the
Trust and OsAir.
(c) On January 30, 2008, OsAir purchased 280,000 Shares in an open market transaction at a
price of $2.00 per share, excluding commissions. None of the other Reporting Persons has effected
any transaction in the Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer.
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Not applicable.
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: February 11, 2009
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/s/ Richard M. Osborne
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Richard M. Osborne
, individually
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Richard M. Osborne Trust
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/s/ Richard M. Osborne
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By: Richard M. Osborne, sole trustee
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OsAir, Inc.
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/s/ Richard M. Osborne
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By: Richard M. Osborne, president,
chief executive officer and chairman
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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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