PVC Capital Corp./AMG Investments No. 2 SC 13D/A

0000950152-08-001950.txt : 20080314 0000950152-08-001950.hdr.sgml : 20080314 20080314120055 ACCESSION NUMBER: 0000950152-08-001950 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080314 DATE AS OF CHANGE: 20080314 GROUP MEMBERS: CCAG LIMITED PARTNERSHIP GROUP MEMBERS: MARK D. GROSSI GROUP MEMBERS: RICHARD M. OSBORNE GROUP MEMBERS: RICHARD M. OSBORNE TRUST GROUP MEMBERS: STEVEN A. CALABRESE GROUP MEMBERS: STEVEN A. CALABRESE PROFIT SHARING TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PVF CAPITAL CORP CENTRAL INDEX KEY: 0000928592 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 341659805 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46740 FILM NUMBER: 08688339 BUSINESS ADDRESS: STREET 1: 30000 AURORA ROAD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 4402487171 MAIL ADDRESS: STREET 1: 30000 AURORA ROAD CITY: SOLON STATE: OH ZIP: 44139 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMG Investments No. 2 LLC CENTRAL INDEX KEY: 0001420528 IRS NUMBER: 000000000 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8500 STATION STREET STREET 2: SUITE 113 CITY: MENTOR STATE: OH ZIP: 44060 BUSINESS PHONE: 440-951-1111 MAIL ADDRESS: STREET 1: 8500 STATION STREET STREET 2: SUITE 113 CITY: MENTOR STATE: OH ZIP: 44060 SC 13D/A 1 l30613asc13dza.htm PFV CAPITAL CORP./AMG INVESTMENTS NO. 2 LLC SC 13D/A PVC Capital Corp./AMG Investments No. 2 SC 13D/A

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. 5)

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)

March 6, 2008

(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 person’s 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 11 Pages


CUSIP No.		693654 10 5		Page		2		of		11 Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

AMG Investments No. 2 LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (see instructions)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Ohio

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

TYPE OF REPORTING PERSON (see instructions)


CUSIP No.		693654 10 5		Page		3		of		11 Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Richard M. Osborne

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (see instructions)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

118,000*

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

118,000*

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

118,000*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

1.5%

TYPE OF REPORTING PERSON (see instructions)

* Shares owned by the Richard M. Osborne Trust.


CUSIP No.		693654 10 5		Page		4		of		11 Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Richard M. Osborne Trust

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (see instructions)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

118,000

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

118,000

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

118,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

1.5%

TYPE OF REPORTING PERSON (see instructions)


CUSIP No.		693654 10 5		Page		5		of		11 Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Steven A. Calabrese

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (see instructions)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

212,904⁽¹⁾

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

23,680⁽²⁾

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

212,904⁽¹⁾

WITH

SHARED DISPOSITIVE POWER

23,680⁽²⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

236,584⁽¹⁾⁽²⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

3.0%

TYPE OF REPORTING PERSON (see instructions)

(1) Includes 162,783 shares owned by CCAG Limited Partnership and 33,942 shares owned by the Steven A. Calabrese Profit Sharing Trust.

(2) Includes 12,930 shares owned by Mr. Calabrese’s minor children and 10,750 shares beneficially owned by Mr. Calabrese’s wife.


CUSIP No.		693654 10 5		Page		6		of		11 Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

CCAG Limited Partnership

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (see instructions)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Ohio

SOLE VOTING POWER

NUMBER OF

162,783

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

162,783

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

162,783

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

2.1%

TYPE OF REPORTING PERSON (see instructions)


CUSIP No.		693654 10 5		Page		7		of		11 Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Steven A. Calabrese Profit Sharing Trust

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (see instructions)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Ohio

SOLE VOTING POWER

NUMBER OF

33,942

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

33,942

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

33,942

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

0.4%

TYPE OF REPORTING PERSON (see instructions)


CUSIP No.		693654 10 5		Page		8		of		11 Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Mark D. Grossi

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (see instructions)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

137,457

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

137,457

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

137,457

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

1.8%

TYPE OF REPORTING PERSON (see instructions)


CUSIP No.		693654 10 5		Page		9		of		11 Pages

Introduction.

Pursuant to Rule 13d-1(k), this Amendment No. 5 to Schedule 13D is filed by AMG Investments No. 2 LLC (“AMG”), Richard M. Osborne, the Richard M. Osborne Trust (the “Osborne Trust”), Steven A. Calabrese, CCAG Limited Partnership (“CCAG”), the Steven A. Calabrese Profit Sharing Trust (the “Calabrese Trust”) 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 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 $51,293 (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 had a lien on certain of the Shares reported herein as having been acquired by AMG. Pursuant to the distribution described in Item 5(c), the margin debt is now owed by CCAG, the Osborne Trust, and the other members of AMG, based on the number of Shares owned by each.

Item 5. Interest in Securities of the Issuer.

Items 5(a), 5(b) 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.

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 236,584 Shares, or 3.0% of the outstanding Shares, which includes 16,179 Shares owned individually, 12,930 Shares owned by his minor children, 10,750 Shares owned by his wife, 162,783 Shares owned by CCAG and 33,942 Shares owned by the Calabrese Trust. CCAG owns 162,783 Shares, or 2.1% of the outstanding Shares. The Calabrese Trust owns 33,942 Shares, or 0.4% of the outstanding Shares. Mr. Grossi owns 137,457 Shares, or 1.8% of the outstanding Shares. AMG no longer owns any Shares.

Mr. Osborne and Mr. Calabrese determined to purchase the Shares reported in Item 5(c) as having been acquired by AMG.

(b) Mr. Osborne, as sole trustee of the Osborne Trust, has sole power to vote, or to direct the voting of, and the sole power to dispose or to direct the disposition of, the Shares held by the Osborne Trust.

(c) Since the filing of Amendment No. 4 to Schedule 13D on January 11, 2008, AMG purchased 4,850 Shares in open market transactions as set forth below:


CUSIP No.		693654 10 5		Page		10		of		11 Pages


			Approximate Per Share Price
Date	Number of Shares		(Excluding Commissions)
1/11/2008		1,700	$	10.25
1/14/2008		1,150	$	10.47
2/27/2008		100	$	10.68
2/27/2008		900	$	10.91
2/27/2008		400	$	10.85
2/27/2008		600	$	11.00

On March 6, 2008, AMG made a pro-rata distribution of a total of 472,000 Shares to its members. Of the Shares distributed, 118,000 Shares were distributed to the Declaration of Trust dated 1/25/1991, as amended, an Ohio trust of which Mr. Calabrese is trustee, which Shares were transferred to CCAG, and 118,000 Shares were distributed to the Osborne Trust, an Ohio trust of which Mr. Osborne is trustee.

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: March 14, 2008


		AMG Investments No. 2 LLC

		/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, Trustere

		/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 11 of 11 Pages

EXHIBIT INDEX


Exhibit Number		Description

7.1		Joint Filing Agreement

EX-7.1 2 l30613aexv7w1.htm EX-7.1 EX-7.1

EXHIBIT 7.1

AGREEMENT OF JOINT FILING

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission, the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.


Date: March 14, 2008	AMG Investments No. 2 LLC

	/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