<PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x ] Preliminary Proxy Statement [ ] Confidential, for
[ ] Definitive Proxy Statement Use of the Commission
[ ] Definitive Additional Materials Only (as permitted
[ ] Soliciting Material Pursuant to by Rule 14a-6(e)(2))
Subsection 240.14a-11(c) or
Subsection 240.14a-12
PVF CAPITAL CORP.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
1. Title of each class of securities to which
transaction applies:
________________________________________________________________
2. Aggregate number of securities to which transaction
applies:
________________________________________________________________
3. Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (Set
forth the amount on which the filing fee is calculated and state
how it was determined):
________________________________________________________________
4. Proposed maximum aggregate value of transaction:
________________________________________________________________
5. Total fee paid:
________________________________________________________________
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1. Amount Previously Paid:
____________________________________________
2. Form, Schedule or Registration Statement No.:
____________________________________________
3. Filing Party:
____________________________________________
4. Date Filed:
____________________________________________<PAGE>
<PAGE>
September __, 1998
Dear Stockholder:
We invite you to attend the Annual Meeting of Stockholders
of PVF Capital Corp. (the "Company") to be held at the Cleveland
Marriott East, 3663 Park East Drive, Beachwood, Ohio on Monday,
October 19, 1998 at 10:00 a.m., local time.
The attached Notice of Annual Meeting and Proxy Statement
describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the
Company. Directors and officers of the Company as well as
representatives of KPMG Peat Marwick LLP, the Company's
independent auditors, will be present to respond to any
questions the stockholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE EVEN
IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING. Your vote
is important, regardless of the number of shares you own. This
will not prevent you from voting in person but will assure that
your vote is counted if you are unable to attend the meeting.
Sincerely,
John R. Male
President<PAGE>
<PAGE>
________________________________________________________________
PVF CAPITAL CORP.
2618 N. MORELAND BOULEVARD
CLEVELAND, OHIO 44120
(216) 991-9600
________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 19, 1998
________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders (the "Meeting") of PVF Capital Corp. (the
"Company") will be held at the Cleveland Marriott East, 3663
Park East Drive, Beachwood, Ohio at 10:00 a.m. on Monday,
October 19, 1998.
A Proxy Card and a Proxy Statement for the Meeting are
enclosed.
The Meeting is for the purpose of considering and acting
upon:
1. The election of four directors of the Company;
2. An amendment to the Company's First Amended and
Restated Articles of Incorporation to increase
the authorized number of shares of common stock
from 5,000,000 to 15,000,000;
3. The ratification of the appointment of KPMG Peat
Marwick LLP as independent certified public
accountants of the Company for the fiscal year
ending June 30, 1999; and
4. The transaction of such other matters as may
properly come before the Meeting or any
adjournments thereof.
The Board of Directors is not aware of any other business
to come before the Meeting.
Any action may be taken on any one of the foregoing
proposals at the Meeting on the date specified above or
on any date or dates to which, by original or later adjournment,
the Meeting may be adjourned. Stockholders of record
at the close of business on September 4, 1998, are the
stockholders entitled to vote at the Meeting and any
adjournments
thereof.
You are requested to fill in and sign the enclosed form of
proxy which is solicited by the Board of Directors
and to mail it promptly in the enclosed envelope. The proxy
will not be used if you attend and vote at the Meeting in
person.
BY ORDER OF THE BOARD OF DIRECTORS
JEFFREY N. MALE
SECRETARY
Cleveland, Ohio
September __, 1998
________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A
QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
________________________________________________________________
<PAGE>
<PAGE>
________________________________________________________________
PROXY STATEMENT
OF
PVF CAPITAL CORP.
2618 N. MORELAND BOULEVARD
CLEVELAND, OHIO 44120
ANNUAL MEETING OF STOCKHOLDERS
October 19, 1998
________________________________________________________________
________________________________________________________________
GENERAL
________________________________________________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of PVF Capital
Corp. (the "Company") to be used at the Annual Meeting of
Stockholders of the Company (the "Meeting") which will be held
at the Cleveland Marriott East, 3663 Park East Drive, Beachwood,
Ohio on Monday, October 19, 1998, at 10:00 a.m., local time.
The accompanying notice of meeting and this Proxy Statement are
being first mailed to stockholders on or about September __,
1998.
________________________________________________________________
VOTING AND REVOCABILITY OF PROXIES
________________________________________________________________
Proxies solicited by the Board of Directors of the Company
will be voted in accordance with the directions given therein.
WHERE NO INSTRUCTIONS ARE GIVEN, PROPERLY EXECUTED PROXIES WHICH
HAVE NOT BEEN REVOKED WILL BE VOTED FOR THE NOMINEES FOR
DIRECTOR SET FORTH BELOW AND IN FAVOR OF THE OTHER PROPOSALS SET
FORTH IN THIS PROXY STATEMENT FOR CONSIDERATION AT THE MEETING.
The proxy confers discretionary authority on the persons named
therein to vote with respect to the election of any person as a
director where the nominee is unable to serve or for good cause
will not serve, and with respect to matters incident to the
conduct of the Meeting. If any other business is presented at
the Meeting, proxies will be voted by those named therein in
accordance with the determination of a majority of the
Board of Directors. Proxies marked as abstentions will not be
counted as votes cast. In addition, shares held in street
name which have been designated by brokers on proxy cards as not
voted ("broker no votes") will not be counted as votes cast.
Proxies marked as abstentions or as broker no votes, however,
will be treated as shares present for purposes of determining
whether a quorum is present.
Stockholders who execute the form of proxy enclosed
herewith retain the right to revoke such proxies at any time
prior to exercise. Unless so revoked, the shares represented by
properly executed proxies will be voted at the Meeting and all
adjournments thereof. Proxies may be revoked at any time prior
to exercise by written notice to the Secretary of the Company at
the address above or by filing of a properly executed, later
dated proxy. A proxy will not be voted if a stockholder attends
the Meeting and votes in person. The presence of a stockholder
at the Meeting in itself will not revoke such stockholder's
proxy.
________________________________________________________________
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
________________________________________________________________
The securities which can be voted at the Meeting consist of
shares of the Company's common stock, $.01 par value per share
(the "Common Stock"). Stockholders of record as of the close of
business on September 4, 1998 (the "Record Date") are entitled
to one vote for each share of Common Stock then held on all
matters. As of the Record Date, 3,990,808 shares of the Common
Stock were issued and outstanding. The presence, in person or
by proxy, of at least a majority of the total number of shares
of Common Stock outstanding and entitled to vote will be
necessary to constitute a quorum at the Meeting.
<PAGE>
<PAGE>
Persons and groups beneficially owning in excess of 5% of
the Common Stock are required to file certain reports with
respect to such ownership pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). The following
table sets forth, as of the Record Date, certain information as
to the Common Stock beneficially owned by the Company's
directors, by the non-director executive officers of the Company
named in the Summary Compensation Table set forth under the
caption "Proposal I -- Election of Directors -- Executive
Compensation -- Summary Compensation Table," by all executive
officers and directors of the Company as a group and by all
persons who have filed the reports required of persons
beneficially owning more than 5% of the Common Stock or who were
known to the Company to beneficially own more than 5% of the
Common Stock outstanding at the Record Date.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NAME AND ADDRESS NATURE OF SHARES OF
OF CERTAIN BENEFICIAL COMMON STOCK
BENEFICIAL OWNERS OWNERSHIP(1) OUTSTANDING
- ------------------ --------- ------------
<S> <C> <C>
James W. Male 231,847 (2) 5.81%
Park View Federal Savings Bank
2618 North Moreland Blvd.
Cleveland, Ohio 44120
NAME OF OTHER DIRECTORS
AND EXECUTIVE OFFICERS:
- -----------------------
Robert K. Healey 133,044 (3) 3.32
John R. Male 162,930 (4) 4.08
Robert F. Urban 56,977 1.43
Creighton E. Miller 27,457 (5) .69
Stuart D. Neidus 3,871 (6) .10
Stanley T. Jaros 4,125 (7) .10
C. Keith Swaney 120,250 (8) 2.96
Jeffrey N. Male 144,225 (9) 3.61
All Executive Officers and Directors
as a Group (11 persons) 921,462 (10) 22.39
</TABLE>
____________
(1) In accordance with Rule 13d-3 under the Exchange Act, a
person is deemed to be the beneficial owner, for purposes of
this table, of any shares of Common Stock if he or she has
or shares voting or investment power with respect to such
Common Stock or has a right to acquire beneficial ownership
at any time within 60 days from the Record Date. As used
herein, "voting power" is the power to vote or direct the
voting of shares and "investment power" is the power to
dispose or direct the disposition of shares. Except as
otherwise noted, ownership is direct, and the named
individuals and group exercise sole voting and investment
power over the shares of the Common Stock.
(2) The amount shown includes 116,233 shares held by a trust for
the benefit of Mr. James W. Male's wife of which Mr. James
W. Male is trustee and 115,614 shares held by a trust for
the benefit of James W. Male of which James W. Male is
trustee.
(3) The amount shown includes 9,285 shares of Common Stock owned
by Mr. Healey's IRA account, 54,136 shares held in a
revocable trust for the benefit of Mr. Healey, 2,244 shares
held in a revocable trust for the benefit of Mr. Healey's
wife and her family, 56,149 shares held in an irrevocable
trust for the benefit Mr. Healey's wife and 11,230 shares
which Mr. Healey has the right to acquire pursuant to
options exercisable within 60 days of the Record Date.
(4) The amount shown includes 24,378 shares of Common Stock
owned by Mr. John R. Male's IRA account, 6,934 shares owned
by the Company's 401(k) Plan trust, 21,792 shares owned by
Mr. John R. Male as custodian for his children under the
Uniform Gifts to Minors Act, 1,908 shares owned by John
R. Male's wife, 1,072 shares owned by Mr. John R. Male's
daughter and 6,678 shares which Mr. John R. Male has the
right to acquire pursuant to options exercisable within 60
days of the Record Date.
(footnotes continued on following page)
2<PAGE>
<PAGE>
(5) The amount shown includes 11,230 shares which Mr. Miller has
the right to acquire pursuant to options exercisable within
60 days of the Record Date.
(6) The amount shown includes 79 shares owned by Mr. Neidus'
wife.
(7) All shares are owned by Mr. Jaros' IRA account.
(8) The amount shown includes 4,441 shares of Common Stock owned
by Mr. Swaney's IRA account, 6,903 shares owned by the
Company's 401(k) Plan trust, 2,173 shares owned by Mr.
Swaney as custodian for his children under the Uniform
Gifts to Minors Act, and 68,613 shares which Mr. Swaney has
the right to acquire pursuant to options exercisable within
60 days of the Record Date.
(9) The amount shown includes 18,651 shares of Common Stock
owned by Mr. Jeffrey N. Male's IRA account, 6,432 shares
owned by the Company's 401(k) Plan trust, 6,925 shares owned
by Mr. Jeffrey N. Male's wife's IRA account, 68,988 shares
owned by a trust for the benefit of Mr. Jeffrey N. Male of
which Mr. Jeffrey N. Male and his wife are co-trustees,
16,068 shares owned by a trust for the benefit of Mr.
Jeffrey N. Male's wife of which she and Mr. Jeffrey N. Male
are co-trustees, 11,986 shares owned by Mr. Jeffrey N.
Male's wife as custodian for their minor children under the
Uniform Gifts to Minors Act, 5,278 shares owned by Mr.
Jeffrey N. Male as custodian for his minor children under
the Uniform Gifts to Minors Act, 5,445 shares owned by Mr.
Jeffrey N. Male's son and 4,452 shares which Mr. Jeffrey N.
Male has the right to acquire pursuant to options
exercisable within 60 days of the Record Date.
(10)The amount shown includes 124,165 shares which all executive
officers and directors have the right to acquire pursuant
to options exercisable within 60 days of the Record Date.
________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
________________________________________________________________
The Company's Board of Directors is composed of seven
members. The Company's Articles of Incorporation
require that, if the Board of Directors consists of seven or
eight members, directors be divided into two classes, as nearly
equal in number as possible, each class to serve for a two year
period and until their successors are elected and qualified,
with approximately one-half of the directors elected each year.
The Board of Directors has nominated Robert F. Urban,
James W. Male, Robert K. Healey and Stuart D. Neidus, all of
whom are currently members of the Board, to serve as
directors for a two-year period and until their successors are
elected and qualified. Under Ohio law, directors are elected
by a plurality of the votes cast at the Meeting, i.e., the
nominees receiving the highest number of votes will be elected
regardless of whether such votes constitute a majority of the
shares represented at the Meeting.
It is intended that the persons named in the proxies
solicited by the Board of Directors will vote for the election
of the named nominees. If any nominee is unable to serve, the
shares represented by all valid proxies which have not
been revoked will be voted for the election of such substitute
as the Board of Directors may recommend or the size of
the Board may be reduced to eliminate the vacancy. At this
time, the Board knows of no reason why any nominee might
be unavailable to serve.
The following table sets forth the names of the Board's
nominees for election as directors of the Company and of those
directors who will continue to serve as such after the Meeting.
Also set forth is certain other information with respect to each
person's age, the year he first became a director of the Company
or the Company's wholly owned subsidiary, Park View Federal
Savings Bank (the "Bank"), and the expiration of his term as a
director. All of the individuals were initially appointed as
directors of the Company in 1994 in connection with the
Company's incorporation, except for Mr. Stuart D. Neidus, who
was appointed as a director of the Company and the Bank in 1996,
and Mr. Stanley T. Jaros, who was appointed a director of the
Company and the Bank in 1997. There are no arrangements or
understandings between the Company and any director pursuant to
which such person has been elected a director of the Company,
and no director is related to any other director or executive
officer by blood, marriage or adoption, except that James W.
Male, the Chairman of the Board of the Company and the Bank, is
the father of John R. Male, the President and a director of the
Company and the President and Chief Executive Officer and a
director of the Bank, and Jeffrey N. Male, the Vice President
and Secretary of the Company and the Senior Vice President in
charge of residential lending operations of the Bank. John R.
Male is the brother of Jeffrey N. Male.
3<PAGE>
<PAGE>
<TABLE>
<CAPTION>
AGE YEAR FIRST ELECTED CURRENT
AS OF THE AS DIRECTOR OF THE TERM
NAME RECORD DATE COMPANY OR THE BANK TO EXPIRE
- ---- ----------- ------------------- ----------------
<S> <C> <C> <C>
BOARD NOMINEES FOR TERMS TO EXPIRE AT THE 2000 ANNUAL MEETING
Robert F. Urban 76 1992 1998
James W. Male 77 1949 1998
Robert K. Healey 73 1973 1998
Stuart D. Neidus 47 1996 1998
DIRECTORS CONTINUING IN OFFICE
Creighton E. Miller 75 1978 1999
John R. Male 50 1981 1999
Stanley T. Jaros 53 1997 1999
</TABLE>
Presented below is certain information concerning the
directors of the Company. Unless otherwise stated, all
directors have held the positions indicated for at least the
past five years.
ROBERT F. URBAN. Mr. Urban is retired. He founded Mentor
Products, Inc. in 1945 and served as Chairman and Chief
Executive Officer until retirement in 1987. He was a founder of
Production Machinery, Inc. and has served as a director since
1956. He is a former director of Lake County National Bank,
Lake County Federal Savings and Loan Association, St. James
Church, Painesville, Ohio and Madison Country Club and a former
member of the Board of Trustees of Lake County Hospital Systems.
JAMES W. MALE. Mr. Male joined the Bank in 1945 and was the
President of the Bank from 1955 until 1986. Mr. Male has been
Chairman of the Board of the Bank since 1974 and was named
Chairman of the Board of the Company upon its organization in
1994. He has served in many public service and charitable
organizations including the United Way, the Achievement Center
for Children and St. Luke's Hospital. Mr. Male acted as
president of the Kenston Board of Education, of which he was a
member for 12 years, and has served on numerous savings and loan
industry trade association boards and committees. Mr. Male is a
graduate of Ohio University and has a law degree from Cleveland
Marshall Law School. He is the father of John R. Male and
Jeffrey N. Male.
ROBERT K. HEALEY. Mr. Healey currently is retired. He had
been employed from 1961 to 1990 by Leaseway Transportation Corp.
and most recently served as Executive Vice President -- Managed
Controlled Transportation. He formerly served on the Boards of
Trustees of St. Vincent Charity Hospital, New Direction, Western
Reserve Historical Society and the Woodruff Foundation.
STUART D. NEIDUS. Mr. Neidus has been Executive Vice
President and Chief Financial Officer of ESSEF Corporation, a
publicly traded Nasdaq company engaged in the design and
manufacture of components to move, treat and store water,
located in Chardon, Ohio, since September 1996. Prior to that,
he served with Premier Industrial Corporation, Cleveland, Ohio,
first as Vice President and Treasurer, then as Executive Vice
President, from 1992 until the company was acquired in June 1996
by Farnell Electronics plc. Prior to that, Mr. Neidus was
employed with KPMG Peat Marwick LLP from 1973 to 1992, where he
had been a partner since 1984.
4<PAGE>
<PAGE>
CREIGHTON E. MILLER. Mr. Miller is a partner in the
Cleveland law firm of Miller, Stillman & Bartel. He also
serves on the Board of Trustees of the Caddie Foundation.
JOHN R. MALE. Mr. Male has been with the Bank since 1971,
where he has held various positions including branch manager,
mortgage loan officer, manager of construction lending, savings
department administrator and chief lending officer. Mr. Male
was named President and Chief Executive Officer of the Bank in
1986 and was named President of the Company upon its
organization in 1994. Mr. Male serves in various public service
and charitable organizations. He currently serves on the Board
of Trustees for Heather Hill, a long-term care hospital in
Chardon, Ohio. He has an undergraduate degree from Tufts
University and an MBA from Case Western Reserve University.
John R. Male is the son of James W. Male and the brother of
Jeffrey N. Male.
STANLEY T. JAROS. Mr. Jaros is a partner in the law firm of
Moriarty & Jaros, P.L.L. He also is a Trustee of the Western
Reserve Historical Society.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following sets forth information with respect to
executive officers of the Company who do not serve on the Board
of Directors.
<TABLE>
<CAPTION>
AGE
AS OF THE
NAME RECORD DATE TITLE
- ---- ----------- ------
<S> <C> <C>
C. Keith Swaney 55 Vice President and Treasurer of the
Company and Executive Vice President
and Chief Financial Officer of the
Bank
Jeffrey N. Male 49 Vice President and Secretary of the
Company and Senior Vice President of
the Bank
Edward B. Debevec 39 Treasurer of the Bank
Carol S. Porter 45 Secretary of the Bank
</TABLE>
C. KEITH SWANEY. Mr. Swaney joined the Bank in 1962 and has
been Executive Vice President and Chief Financial Officer since
1986. He was named Vice President and Treasurer of the Company
upon its organization in 1994. He is responsible for all
internal operations of the Company and the Bank. Over the
years, Mr. Swaney has participated in various charitable
organizations. Mr. Swaney attended Youngstown State University
and California University in Pennsylvania.
JEFFREY N. MALE. Mr. Male has served the Bank since 1973.
He has served in various capacities including supervisor of the
construction loan department, personnel director and manager of
the collection, foreclosure and REO departments. Since 1986,
Mr. Male has been Senior Vice President in charge of residential
lending operations. He was named Vice President and Secretary
of the Company upon its organization in 1994. Mr. Male has
served in various capacities with public service and charitable
organizations, including the Chagrin Valley Jaycees, the Chamber
of Commerce and the Neighborhood Housing Services Corporate Loan
Committee. Mr. Male is a graduate of Denison University. He is
the son of James W. Male and the brother of John R. Male.
5<PAGE>
<PAGE>
EDWARD B. DEBEVEC. Mr. Debevec has served the Bank since
1984. He has served in various capacities, including
supervision of the construction loan department and supervision
of the student loan department. He was named Treasurer in 1989.
Mr. Debevec is a graduate of John Carroll University and has an
MBA from Cleveland State University.
CAROL S. PORTER. Ms. Porter has served the Bank in various
capacities since 1972 and has been the Corporate Secretary since
1980. Since 1989, she also has served as Marketing Director.
Ms. Porter graduated from Sweet Briar College and has an MBA
from Case Western Reserve University.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Boards of Directors of the Company and the Bank conduct
their business through meetings of the respective Boards and
their committees. During the year ended June 30, 1998, the
Company's Board of Directors held eight meetings and the Bank's
Board of Directors held 12 meetings. No current director
attended fewer than 75% of the total aggregate meetings of the
Board of Directors and committees on which such Board member
served during the year ended June 30, 1998.
The Board of Directors has an Audit Committee comprising
directors Stuart D. Neidus, Robert K. Healey and Stanley T.
Jaros. The committee met periodically to examine and approve
the audit report prepared by the independent auditors of the
Company and its subsidiary, to review and recommend the
independent auditors to be engaged by the Company, to review the
internal audit function and internal accounting controls and to
review and approve the conflict of interest policy. During the
year ended June 30, 1998, the Audit Committee met three times.
In accordance with the Company's Bylaws, the entire Board of
Directors acts as the Company's Nominating Committee. The
Nominating Committee meets to consider potential nominees. In
its deliberations, the Nominating Committee considers the
candidate's knowledge of the banking business and involvement in
community, business and civic affairs, and also considers
whether the candidate would allow the Board to continue its
geographic diversity that provides for adequate representation
of its market area. The Board of Directors of the Company met
once as the Nominating Committee during the year ended June 30,
1998. The Company's Articles of Incorporation set forth
procedures that must be followed by stockholders seeking to make
nominations for directors. In order for a stockholder
of the Company to make any nominations, he or she must give
written notice thereof to the Secretary of the Company
not less than thirty days nor more than sixty days prior to the
date of any such meeting; provided, however, that if less
than forty days' notice of the meeting is given to stockholders,
such written notice shall be delivered or mailed, as prescribed,
to the Secretary of the Company not later than the close of
business on the tenth day following the day on which notice of
the meeting was mailed to stockholders. Each such notice given
by a stockholder with respect to nominations for the election of
directors must set forth (i) the name, age, business address
and, if known, residence address of each nominee proposed in
such notice; (ii) the principal occupation or employment of each
such nominee; and (iii) the number of shares of stock of the
Company which are beneficially owned by each such nominee. In
addition, the stockholder making such nomination must promptly
provide any other information reasonably requested by the
Company.
The Compensation Committee consists of directors Stuart D.
Neidus, Robert F. Urban and Creighton E. Miller. The Committee
evaluates the compensation and fringe benefits of the directors,
officers and employees and recommends changes and to monitor and
evaluate employee morale. The Compensation Committee met three
times during the year ended June 30, 1998.
6<PAGE>
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Overview and Philosophy
The Company's executive compensation policies are
established by the Compensation Committee of the Board
of Directors (the "Committee") composed of three outside
directors. The Committee is responsible for developing the
Company's executive compensation policies. The Company's
President, under the direction of the Committee, implements the
Company's executive compensation policies. The Committee's
objectives in designing and administering the specific elements
of the Company's executive compensation program are as follows:
. To link executive compensation rewards to increases in
shareholder value, as measured by favorable long-term
operating results and continued strengthening of the
Company's financial condition.
. To provide incentives for executive officers to work
towards achieving successful annual results as a step
in achieving the Company's long-term operating results
and strategic objectives.
. To correlate, as closely as possible, executive
officers' receipt of compensation with the attainment
of specified performance objectives.
. To maintain a competitive mix of total executive
compensation, with particular emphasis on awards
related to increases in long-term shareholder value.
. To attract and retain top performing executive officers
for the long-term success of the Company.
. To facilitate stock ownership through the granting of
stock options.
In furtherance of these objectives, the Committee has
determined that there should be three specific components
of executive compensation: base salary, a cash bonus plan and a
stock option plan designed to provide long-term
incentives through the facilitation of stock ownership in the
Company.
Base Salary. The Committee makes recommendations to the
Board concerning executive compensation on the basis of surveys
of salaries paid to executive officers of other savings bank
holding companies, non-diversified banks and other financial
institutions similar in size, market capitalization and other
characteristics. The Committee's objective is to provide for
base salaries that are competitive with those paid by the
Company's peers.
Management Incentive Compensation Plan. The Company
maintains a formula-based bonus plan (the "Management Incentive
Compensation Plan"), which provides for annual cash incentive
compensation based on achievement of a combination of individual
and Company and Bank performance objectives. Under the
Management Incentive Compensation Plan, at the beginning of the
year, the Committee establishes target returns on equity ("ROE")
and return on assets ("ROA") for the Bank and a targeted
appreciation in the market price for the Common Stock. The
bonuses that would be paid to each employee are determined
following the end of the year based on actual ROE and ROA and
the Common Stock market price appreciation achieved for the
year. The Company's Chairman of the Board, President, Vice
President and Treasurer and Vice President and Secretary can
receive a maximum bonus equal to 150% of base salary. The
Company's other executive officers can receive a maximum bonus
equal to 40% of base salary. The actual bonus awarded is
determined based on a rating given to each employee reflecting
the employee's success in achieving specific individual
performance goals established at the beginning of the year.
7<PAGE>
<PAGE>
Stock Options. The Committee believes that stock options
are an important element of compensation because they provide
executives with incentives linked to the performance of the
Common Stock. The Company awards stock options as a means of
providing employees the opportunity to acquire a proprietary
interest in the Company and to link their interests with those
of the Company's stockholders. Options are granted with an
exercise price equal to the market value of the Common Stock on
the date of grant, and thus acquire value only if the Company's
stock price increases. Although there is no specific formula,
in determining the level of option awards, the Committee takes
into consideration the same Company, Bank and stock price
performance criteria considered under the Management Incentive
Compensation Plan, as well as individual performance.
In addition to the three primary components of executive
compensation described above, the Committee believed it fair and
appropriate to provide for a reasonable level of financial
security for its long-standing senior executive officer team
consisting of John R. Male, the President and Chief Executive
Officer of the Company and the Bank, C. Keith Swaney, the Vice
President and Treasurer of the Company and the Executive Vice
President and Chief Financial Officer of the Bank, and Jeffrey
N. Male, the Vice President and Secretary of the Company and the
Senior Vice President of the Bank. In consultation with an
outside consultant, the Compensation Committee determined to
implement a supplemental executive retirement plan, the only
current participants in which are John R. Male, C. Keith
Swaney and Jeffrey N. Male, and to enter into severance
agreements with each of those three executive officers. A
description of the supplemental executive retirement plan and
the severance agreements is set forth below under " --
Executive Compensation -- Severance Agreements" and " --
Supplemental Executive Retirement Plan." The severance
agreements are intended to provide the three executive officers
with a reasonable level of financial security in the event
of a change in control of the Company or the Bank, and the
supplemental executive retirement plan is intended to provide
the three executive officers with retirement income that
increases with each year of service to the Bank with full
vesting occurring upon the attainment of age 65.
Compensation of the President
The Committee determines the President's compensation on the
basis of several factors. In determining Mr. John R. Male's
base salary, the Committee conducted surveys of compensation
paid to chief executive officers of similarly situated savings
banks and non-diversified banks and other financial institutions
of similar size. The Committee believes that Mr. Male's base
salary is generally competitive with or below the average salary
paid to executives of similar rank and expertise at banking
institutions which the Committee considered to be comparable.
Mr. Male received bonus compensation under the Management
Incentive Compensation Plan in fiscal year 1998 based on the
Bank's ROE and ROA and increases in the market price of the
Common Stock and Mr. Male's achievement of individual
performance goals based on the formula set forth above.
The Committee believes that the Company's executive
compensation program serves the Company and its shareholders by
providing a direct link between the interests of executive
officers and those of shareholders generally and by helping to
attract and retain qualified executive officers who are
dedicated to the long-term success of the Company.
Members of the Compensation Committee
Creighton E. Miller
Stuart D. Neidus
Robert F. Urban
8<PAGE>
<PAGE>
COMPARATIVE STOCK PERFORMANCE GRAPH
The graph and table which follow show the cumulative total
return on the Common Stock during the period from June 30, 1993
through June 30, 1998 with (1) the total cumulative return of
all companies whose equity securities are traded on the Nasdaq
market and (2) the total cumulative return of banking companies
traded on the Nasdaq market. The comparison assumes $100 was
invested on June 30, 1993 in the common stock of the Company's
subsidiary, Park View Federal Savings Bank (the "Bank"), and in
each of the foregoing indices and assumes reinvestment of
dividends. The stockholder returns shown on the performance
graph are not necessarily indicative of the future performance
of the Common Stock or of any particular index.
[Line graph appears here depicting the cumulative total
stockholder return of $100 invested in the Common Stock as
compared to $100 invested in all companies whose equity
securities are traded on the Nasdaq market and banking companies
whose equity securities are traded on the Nasdaq market. Line
graph begins at June 30, 1993 and plots the cumulative total
stockholder return at June 30, 1994, 1995, 1996, 1997 and 1998.
Plot points are provided below.]
<TABLE>
<CAPTION>
6/30/93 06/30/94 06/30/95 06/30/96 06/30/97 06/30/98
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
COMPANY $100.00 $113.62 $150.77 $228.17 $339.94 $505.57
NASDAQ 100.00 100.96 134.77 173.03 210.38 277.69
NASDAQ BANKS 100.00 113.73 128.45 167.18 261.36 361.99
</TABLE>
9<PAGE>
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth
the cash and noncash compensation for fiscal 1998 awarded to or
earned by the Company's Chief Executive Officer and other
executive officers whose total salary and bonus for fiscal 1998
exceeded $100,000. No other executive officer of the Company or
the Bank earned salary and bonus in fiscal 1998 exceeding
$100,000 for services rendered in all capacities to the Company
and its subsidiaries.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
------------------------------------
AWARDS PAYOUTS
ANNUAL COMPENSATION ------------------------ -------
NAME AND -------------------------------- RESTRICTED SECURITIES ALL
PRINCIPAL FISCAL OTHER ANNUAL STOCK UNDERLYING LTIP OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) AWARD(S) OPTIONS(2) PAYOUTS COMPENSATION
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John R. Male 1998 $150,000 $ 64,900 $ -- $ -- 6,300 $ $ 23,545 (3)
President of 1997 129,792 64,896 -- -- 6,930 -- 15,709
the Company and 1996 129,792 52,496 -- -- -- -- 17,582
President and
Chief Executive
Officer of the
Bank
C. Keith Swaney 1998 130,000 56,785 -- -- 5,400 20,439 (3)
Vice President 1997 113,568 56,784 -- -- 5,940 -- 6,359
and Treasurer 1996 113,568 45,800 -- -- -- -- 14,077
of the Company
and Executive
Vice President
and Chief
Financial Officer
of the Bank
Jeffrey N. Male 1998 105,000 45,970 -- -- 4,200 11,508 (3)
Vice President 1997 91,936 45,968 -- -- 4,620 -- 5,256
and Secretary 1996 91,936 37,168 -- -- -- -- 7,708
of the Company
and Senior
Vice President
of the Bank
James W. Male 1998 81,120 40,560 -- -- -- 9,000 (3)
Chairman of the 1997 81,120 40,560 -- -- -- -- 15,860
Board of 1996 81,120 31,200 -- -- -- -- 11,822
Directors
of the Company
and the Bank
<FN>
_____________
(1) Executive officers of the Company receive indirect compensation in the form of certain
perquisites and other personal benefits. The amount of such benefits received by each named
executive officer in fiscal 1998 did not exceed 10% of the executive officer's salary and
bonus.
(2) Adjusted for a 10% stock dividend paid on the Company's Common Stock on September 1, 1997 and
a 50% stock dividend paid on the Company's Common Stock on August 17, 1998.
(3) Consists of $9,000 and $9,000 in directors' fees paid to John R. Male and James W. Male,
respectively, $2,151, $4,032 and $1,502 of premiums on disability insurance policies paid for
the benefit of John R. Male, C. Keith Swaney and Jeffrey N. Male, respectively, $6,900,
$11,340 and $5,121 of premiums on life insurance policies paid for the benefit of John R.
Male, C. Keith Swaney and Jeffrey N. Male, respectively, $2,998, $2,883 and $2,866 of
matching contributions paid by the Company pursuant to the Company's 401(k) plan for the
benefit of John R. Male, C. Keith Swaney and Jeffrey N. Male, respectively, and $2,496,
$2,184 and $2,019 in payments made to John R. Male, C. Keith Swaney and Jeffrey N. Male,
respectively, pursuant to a plan under which all employees receive annual compensation equal
to one week's salary for each year of service above 20 years of service.
</FN>
</TABLE>
10<PAGE>
<PAGE>
Option Grants in Last Fiscal Year. The following table
contains information concerning the grant of stock options
during the year ended June 30, 1998 to the executive officers
named in the Summary Compensation Table set forth above.
<TABLE>
<CAPTION>
PERCENT POTENTIAL REALIZABLE
OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION
UNDERLYING EMPLOYEES FOR OPTIONS TERM (2)
OPTIONS IN FISCAL EXERCISE EXPIRATION --------------------
NAME GRANTED (1) YEAR PRICE(1) DATE 5% 10%
- ---- ----------- -------- -------- ---------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
John R. Male 6,300 19.4% $ 13.17 11/1/02 $22,932 $ 50,652
C. Keith Swaney 5,400 16.6 13.17 11/1/07 44,712 113,346
Jeffrey N. Male 4,200 12.9 13.17 11/1/02 15,288 33,768
James W. Male -- -- -- N/A N/A N/A
<FN>
_________
(1) Amounts are adjusted to reflect the 50% stock dividend paid on the Common Stock on August 17,
1998. All options become exercisable at the rate of 20% per year, with the first 20% having
become exercisable on November 1, 1997, the date of grant, and an additional 20% becoming
exercisable on each anniversary thereafter.
(2) Represents the difference between the aggregate exercise price of the options and the
aggregate value of the underlying Common Stock at the expiration date assuming the indicated
annual rate of appreciation in the value of the Common Stock as of the date of grant,
November 1, 1997, based on the closing sale price of the Common Stock as quoted on the Nasdaq
Small-Cap Market.
</FN>
</TABLE>
During the past ten full fiscal years, the Company has not
adjusted or amended the exercise price of stock options
previously awarded to a named executive officer, whether through
amendment, cancellation or replacement grants, except as
necessary to adjust the exercise price upon the Company's
payment of stock dividends so as not to change the economic
benefit of previously granted options.
Option Exercises in Last Fiscal Year and Year-End Option
Values. The following table sets forth information concerning
option exercises during fiscal year 1998 and the value of
options held at the end of fiscal year 1998 by the Bank's Chief
Executive Officer and other officers named in the Summary
Compensation Table set forth above.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT FISCAL YEAR-END (2) FISCAL YEAR-END (3)
ACQUIRED VALUE ------------------------------ -------------------------
NAME ON EXERCISE REALIZED (1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ------------ ------------- ------------------------------ -------------------------
<S> <C> <C> <C> <C>
John R. Male 41,926 $705,615 4,032/9,198 $ 19,865/$35,594
C. Keith Swaney -- -- 66,345/7,884 907,350/ 39,454
Jeffrey N. Male 41,926 726,578 2,688/6,132 13,244/ 23,729
James W. Male 41,926 679,411 -- / -- -- / --
<FN>
__________
(1) Calculated based on the product of: (a) the number of shares acquired upon the exercise of options
and (b) the difference between the fair market value of the Common Stock on the exercise date,
determined based on the mean of the bid and asked price of the Common Stock prior to such date as
quoted on the Nasdaq Small-Cap Market, and the exercise price of the options.
(2) Adjusted for a 10% stock dividend paid on the Bank's common stock on February 18, 1994, a
three-for-two exchange of the Bank's common stock for the Company's Common Stock on October 31, 1994
in connection with the reorganization of the Bank into the holding company form of organization, a
10% stock dividend paid on the Common Stock on August 18, 1995, a 50% stock dividend paid on the
Common Stock on August 16, 1996, a 10% stock dividend paid on the Common Stock on September 1, 1997
and a 50% stock dividend paid on the Common Stock on August 17, 1998.
(3) Calculated based on the product of: (a) the number of shares subject to options and (b) the
difference between the fair market value of underlying Common Stock at June 30, 1998, determined
based on $24.50, the last closing bid price prior to June 30, 1998 of the Common Stock on the Nasdaq
System Small-Cap Market, adjusted to $16.33 to reflect the effect of the 50% stock dividend paid on
the Common Stock on August 17, 1998, and the exercise price of the options.
</FN>
</TABLE>
11<PAGE>
<PAGE>
Severance Agreements. Effective July 1, 1998, the Company
and the Bank entered into severance agreements (the "Severance
Agreements") with John R. Male, C. Keith Swaney and Jeffrey N.
Male (each of whom is referred to as an "Executive"). The
Severance Agreements are for terms of three years. On each
anniversary date from the date of commencement of the Severance
Agreements, the term of the Agreements will be extended for an
additional one-year period beyond the then effective expiration
date upon a determination by the Board of Directors that the
performance of each Employee has met the required performance
standards.
The Severance Agreements provide that in the event of an
Executive's involuntary termination of employment, or voluntary
termination for "good reason," within one year following a
"change in control" of the Bank or the Company other than for
"cause," the Executive will receive the following benefits: (i)
a payment equal to two times the Executive's annual compensation
(base salary plus annual incentive compensation) for the year
preceding the year in which termination occurred, payable in a
lump sum within 30 days following termination; (ii) the Bank or
the Company shall cause the Executive to become fully vested in
any benefit plans, programs or arrangements in which the
Executive participated, and the Bank will contribute to the
Executive's 401(k) plan account the Bank's matching and/or
profit sharing which would have been paid had the Executive
remained in the employ of the Bank throughout the remainder
of the 401(k) plan year; and (iii) the Executive will receive
continued life, health and disability insurance coverage
substantially identical to the coverage maintained by the Bank
or the Company for the Executive prior to termination
until the earlier of the Executive's employment with another
employer or 12 months following termination. Notwithstanding
the above, if the compensation and benefits provided to the
Executive pursuant to the Severance Agreement would constitute
"parachute payments" within the meaning of Section 280G of the
Internal Revenue Code (the "Code"), then the compensation and
benefits payable under the Severance Agreement will be reduced
to the extent necessary so that no portion will be subject to
any excise tax imposed by Section 4999 of the Code. "Change in
control" is defined generally in the Severance Agreements as (i)
the acquisition, by any person or persons acting in concert of
the power to vote more than 25% of the Company's voting
securities or the acquisition by a person of the power to direct
the Company's management or policies, (ii) the merger of the
Company with another corporation on a basis whereby less than
50% of the total voting power of the surviving corporation is
represented by shares held by former shareholders of the Company
prior to the merger, or (iii) the sale by the Company of the
Bank or substantially all its assets to another person or
entity. In addition, a change in control occurs when, during
any consecutive two-year period, directors of the Company or the
Bank at the beginning of such period cease to constitute a
majority of the Board of Directors of the Company or the Bank,
unless the election of replacement directors was approved by a
two-thirds vote of the initial directors then in office. "Good
reason" is defined in the Severance Agreements as any of the
following events: (i) a change in the Executive's status, title,
position or responsibilities which, in the Executive's
reasonable judgment, does not represent a promotion, the
assignment to the executive of any duties or responsibilities
which, in the Executive's reasonable judgment, are inconsistent
with his status, title, position or responsibilities, or the
removal of the Executive from or failure to reappoint him to any
of such positions other than for cause; (ii) materially reducing
the Executive's base compensation as then in effect; (iii) the
relocation of the Executive's principal place of employment to a
location that is more than 35 miles from the location where the
Executive previously was principally employed; (iv) the failure
to provide the Executive with benefits substantially similar to
those provided to him under existing employee benefit plans, or
materially reducing any benefits or depriving the Executive an
any material fringe benefit; (v) death; or (vi) disability prior
to retirement. In the event that an Executive prevails over the
Company or the Bank in a legal dispute as to the Severance
Agreement, he will be reimbursed for his legal and other
expenses.
Supplemental Executive Retirement Plan. Effective July 1,
1998, the Bank adopted a Supplemental Executive Retirement Plan
(the "SERP"), which is designed to pay retirement benefits from
the general assets of the Bank to eligible employees of the
Bank. Eligibility to participate in the SERP is limited to
employees of the Bank who are designated by the Compensation
Committee of the Bank's Board of Directors. Currently, the
employees designated to participate in the SERP are John R.
Male, C. Keith Swaney and Jeffrey N. Male (the "Participants").
12<PAGE>
<PAGE>
Under the SERP, commencing upon a Participant's retirement
after reaching age 65, or earlier if approved by the
Compensation Committee, he will receive a benefit equal to 60%
of "final pay" reduced by any benefits payable under the Bank's
qualified retirement plans. "Final pay" is defined as the
Participant's highest year's combined salary and target bonus
(under the Management Incentive Compensation Plan) during the
Participant's last five years of employment with the Bank. The
Participant will vest in the SERP plan benefits each year, on a
pro rata basis, beginning with the one year anniversary date of
the effective date that the Participant becomes eligible to
participate in the SERP and continuing with each succeeding
annual anniversary date until attainment of age 65. Upon
attainment of age 65 and provided the he has remained
continuously in the employ of the Bank, the Participant will be
fully vested. A Participant becomes fully vested prior to age
65 upon death or disability or upon a "change in control," as
defined above under "-- Severance Agreements." Payments under
the SERP continue for the lifetime of the Participant or for the
joint lives of the Participant and his spouse if actuarially
converted to the "actuarial equivalent" joint and survivor
annuity. In addition, benefits are paid in the form of a single
life annuity or, upon the request of the Participant and
approval of the Compensation Committee, converted to the
"actuarial equivalent" single lump sum distribution. "Actuarial
equivalent" is defined as a payment or payments equal in the
aggregate to the value at the applicable date of the benefit
determined actuarially on the basis of the current Pension
Benefit Guarantee Corporation ("PBGC") interest rate and
the mortality table then in use by the PBGC. The Participant
loses all benefits under the SERP in the event his employment
with the Bank is terminated for cause.
DIRECTORS' COMPENSATION
The Bank pays each member of the Board of Directors $500 per
month plus $250 per meeting of the Board which the director
attends. In addition, directors who are not officers of the
Company or the Bank receive fees of $250 per meeting for
attendance at meetings of the Audit Committee, Asset
Classification Committee and Compensation Committee and $150 per
meeting for attending meetings of all other committees of the
Board of Directors. No additional fees are paid by the Company
for attendance at Board of Directors meetings.
INDEBTEDNESS OF MANAGEMENT
Under applicable law, the Bank's loans to directors and
executive officers must be made on substantially the same terms,
including interest rates, as those prevailing for comparable
transactions with non-affiliated persons, and must not involve
more than the normal risk of repayment or present other
unfavorable features. Furthermore, loans above the greater of
$25,000 or 5% of the Bank's capital and surplus (i.e, up to $1.7
million at June 30, 1998) to such persons must be approved in
advance by a disinterested majority of the Bank's Board of
Directors.
The Bank has a policy of offering loans to officers and
directors and employees in the ordinary course of business, on
substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable
transactions with other persons. These loans do not involve
more than the normal risk of collectibility or present other
unfavorable features.
CERTAIN BUSINESS RELATIONSHIPS
Mr. Stanley T. Jaros, a director of the Company, is a
partner with the law firm of Moriarty & Jaros, P.L.L.,
which performed services for the Company and the Bank during the
fiscal year ended June 30, 1998 and proposes to perform services
during the fiscal year ending June 30, 1999. Fees paid by the
Company and the Bank to Moriarty & Jaros, P.L.L. during the
fiscal year ended June 30, 1998 totaled approximately $53,000.
13<PAGE>
<PAGE>
________________________________________________________________
PROPOSAL II -- APPROVAL OF INCREASE IN AUTHORIZED SHARES
________________________________________________________________
GENERAL
The Company currently is authorized to issue 5,000,000
shares of Common Stock. The Company's Board of Directors
recommends that stockholders approve an amendment (the
"Amendment") to Article Fifth of the Company's First Amended and
Restated Articles of Incorporation ("Articles of Incorporation")
that would increase the authorized shares of Common Stock from
5,000,000 shares to 15,000,000 shares. The number of authorized
shares of preferred stock will remain at 1,000,000 shares. If
the Amendment is approved by the Company's stockholders, the
first sentence of Article Fifth of the Articles of Incorporation
as amended will read as follows:
The aggregate number of shares of all classes of
capital stock which the Corporation has authority to issue
is 16,000,000 shares, of which 15,000,000 shares are to be
shares of common stock, $.01 par value per share, and of
which 1,000,000 are to be shares of serial preferred stock,
$.01 par value per share.
PURPOSE
Since the formation of the Company in 1994, with respect to
the Common Stock, the Company has paid a 10% stock dividend on
August 18, 1995, a 50% stock dividend on August 16, 1996, a 10%
stock dividend on September 1, 1997 and a 50% stock dividend on
August 17, 1998. As of September 4, 1998, there were 3,990,808
shares of Common Stock outstanding and an additional 238,297
shares were reserved for issuance pursuant to stock option plans
of the Company. This leaves the Company with 770,895 authorized
but unissued, unreserved and uncommitted shares of Common Stock
available for issuance. The Company proposes to increase the
number of authorized shares of Common Stock to 15,000,000 shares
to provide additional shares for general corporate purposes,
including further stock dividends and splits, raising additional
capital, issuances pursuant to employee stock benefit plans and
possible future acquisitions.
The Board of Directors believes that an increase in the
total number of shares of authorized Common Stock will better
enable the Company to meet its future needs and give it greater
flexibility in responding quickly to advantageous business
opportunities in the future including possible future
acquisition opportunities. As of the date hereof, however,
there are no present agreements for issuing additional shares of
Common Stock from the currently authorized shares of Common
Stock or the additional shares of Common Stock proposed to be
authorized pursuant to the Amendment other than pursuant to the
Company's stock option plans.
POTENTIAL DILUTIVE AND ANTI-TAKEOVER EFFECTS
The Company's issuance of shares of Common Stock, including
the additional shares that will be authorized if the proposed
Amendment is adopted, may dilute the present equity ownership
position of current holders of Common Stock and may be made
without stockholder approval, unless otherwise required by
applicable laws or stock exchange regulation. Under existing
Nasdaq regulations, approval of a majority of the holders of
Common Stock would be required in connection with any
transaction or series of related transactions that would result
in the original issuance of additional shares of Common Stock,
other than in a public offering for cash, (i) if the Common
Stock (including securities convertible into or exercisable for
Common Stock) has, or will have upon issuance, voting power
equal to or in excess of 20% of the voting power outstanding
before the issuance of such Common Stock; (ii) if the number of
shares of Common Stock to be issued is or will be equal to or in
excess of 20% of the number of shares outstanding before the
issuance of the Common Stock; or (iii) if the issuance would
result in a change in control of the Company.
The additional authorized but unissued shares of the Common
Stock that would become available if the Amendment is approved
could be used to make a change in control of the Company more
difficult and expensive. Under certain circumstances, such
shares could be used to create impediments or to frustrate
persons seeking to cause
14<PAGE>
<PAGE>
a takeover or to otherwise gain control of the Company. Such
shares could be sold to purchasers who might side with the Board
in opposing a takeover bid that the Board determines not to be
in the best interests of the Company and its stockholders. The
Amendment might also have the effect of discouraging an attempt
by another person or entity, through the acquisition of a
substantial number of shares of the Company's Common Stock, to
acquire control of the Company with a view to consummating a
merger, sale of all or any part of the Company's assets, or a
similar transaction, since the issuance of new shares could be
used to dilute the stock ownership of such person or entity.
RECOMMENDATION AND VOTE REQUIRED
The Board of Directors believes that the Amendment is in the
best interests of the stockholders of the Company.
Approval of this proposal requires a vote in favor of the
Amendment by the holders of a majority of the votes eligible
to be cast at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" THE PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF
INCORPORATION TO INCREASE THE COMPANY'S AUTHORIZED SHARES OF
COMMON STOCK.
________________________________________________________________
PROPOSAL III -- RATIFICATION OF APPOINTMENT OF AUDITORS
________________________________________________________________
The Board of Directors has heretofore renewed the Company's
arrangements with KPMG Peat Marwick LLP, independent public
accountants, to be its auditors for the 1999 fiscal year,
subject to ratification by the Company's stockholders. A
representative of KPMG Peat Marwick LLP will be present at the
Meeting to respond to stockholders' questions and will have the
opportunity to make a statement if he or she so desires.
THE APPOINTMENT OF THE AUDITORS MUST BE APPROVED BY A
MAJORITY OF THE VOTES CAST BY THE STOCKHOLDERS OF THE COMPANY AT
THE MEETING. THE BOARD OF DIRECTORS RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" THE APPROVAL OF THE APPOINTMENT OF
AUDITORS.
________________________________________________________________
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
________________________________________________________________
Pursuant to regulations promulgated under the Exchange Act,
the Company's officers, directors and persons who own more than
10 percent of the outstanding Common Stock ("Reporting
Persons") are required to file reports detailing their ownership
and changes of ownership in such Common Stock (collectively,
"Reports"), and to furnish the Company with copies of all such
Reports. Based solely on its review of the copies of such
Reports or written representations that no such Reports were
necessary that the Company received during the past fiscal year
or with respect to the last fiscal year, management believes
that during the fiscal year ended June 30, 1998, all of the
Reporting Persons complied with these reporting requirements,
except that James W. Male, the Chairman of the Board of the
Company and the Bank, and Robert F. Urban, a director of the
Company and the Bank, each filed one late Report with
respect to a single transaction in the Common Stock.
________________________________________________________________
OTHER MATTERS
________________________________________________________________
The Board of Directors is not aware of any business to come
before the Meeting other than those matters described above in
this Proxy Statement and matters incident to the conduct of the
Meeting. However, if any other matters should properly come
before the Meeting, it is intended that proxies in the
accompanying form will be voted in respect thereof in accordance
with the determination of a majority of the Board of Directors.
15<PAGE>
<PAGE>
________________________________________________________________
MISCELLANEOUS
________________________________________________________________
The cost of soliciting proxies will be borne by the Company.
The Company will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by
them in sending proxy materials to the beneficial owners of
Common Stock. In addition to solicitations by mail, directors,
officers and regular employees of the Company may solicit
proxies personally or by telegraph or telephone without
additional compensation. The Bank has retained D.F. King & Co.,
Inc., a proxy soliciting firm, to assist in the solicitation of
proxies, for which they will receive a fee of $500.
The Company's Annual Report to Stockholders, including
financial statements, is being mailed to all stockholders of
record as of the close of business on the Record Date. Any
stockholder who has not received a copy of such Annual Report
may obtain a copy by writing to the Secretary of the Company.
Such Annual Report is not to be treated as a part of the proxy
solicitation material or as having been incorporated herein by
reference.
________________________________________________________________
STOCKHOLDER PROPOSALS
________________________________________________________________
Under the Company's First Amended and Restated Articles
of Incorporation, stockholder proposals must be submitted in
writing to the Secretary of the Company at the address stated
later in this paragraph no less than 30 days nor more than 60
days prior to the date of such meeting; provided, however, that
if less than forty days' notice of the meeting is given to
stockholders, such written notice shall be delivered or mailed,
as prescribed, to the Secretary of the Company not later than
the close of business on the tenth day following the day on
which notice of the meeting was mailed to stockholders. For
consideration at the Annual Meeting, a stockholder proposal must
be delivered or mailed to the Company's Secretary no later than
September __, 1998. In order to be eligible for inclusion in
the Company's proxy materials for next year's Annual Meeting of
Stockholders, any stockholder proposal to take action at
such meeting must be received at the Company's executive office
at 2618 N. Moreland Boulevard, Cleveland, Ohio 44120, no later
than May __, 1999. Any such proposal shall be subject to the
requirements of the proxy rules adopted under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
JEFFREY N. MALE
SECRETARY
Cleveland, Ohio
September __, 1998
________________________________________________________________
ANNUAL REPORT ON FORM 10-K
________________________________________________________________
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR
THE FISCAL YEAR ENDED JUNE 30, 1998 AS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO
STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO:
CORPORATE SECRETARY, PVF CAPITAL CORP., 2618 N. MORELAND
BOULEVARD, CLEVELAND, OHIO 44120.
________________________________________________________________
16<PAGE>
<PAGE>
REVOCABLE PROXY
PVF CAPITAL CORP.
________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
October 19, 1998
________________________________________________________________
The undersigned hereby appoints Creighton E. Miller and
Stanley T. Jaros, with full powers of substitution, to
act as attorneys and proxies for the undersigned, to vote all
shares of common stock of PVF Capital Corp. (the "Company")
which the undersigned is entitled to vote at the Annual Meeting
of Stockholders (the "Meeting"), to be held at the Cleveland
Marriott East, 3663 Park East Drive, Beachwood, Ohio, on Monday,
October 19, 1998 at 10:00 a.m., local time, and at any and all
adjournments thereof, as follows:
VOTE
FOR WITHHELD
--- --------
1. The election as directors for
two-year terms of all nominees
listed below (except as marked
to the contrary below) [ ] [ ]
Robert F. Urban
James W. Male
Robert K. Healey
Stuart D. Neidus
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL
NOMINEE, INSERT THAT NOMINEE'S NAME ON THE LINE PROVIDED
BELOW.
_____________________________
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
2. The amendment of the Company's First
Amended and Restated Articles of
Incorporation to increase the
authorized number of shares of
common stock from 5,000,000 to
15,000,000 [ ] [ ] [ ]
3. Proposal to ratify the appointment of [ ] [ ] [ ]
KPMG Peat Marwick LLP as independent
certified public accountants of the
Company for the fiscal year ending
June 30, 1999
</TABLE>
The Board of Directors recommends a vote "FOR" each of
the nominees and "FOR" the other proposals.
________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES FOR
DIRECTOR LISTED ABOVE AND FOR THE OTHER PROPOSITIONS STATED. IF
ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS
PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN ACCORDANCE
WITH THE DETERMINATION OF A MAJORITY OF THE BOARD OF DIRECTORS.
AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING. THIS PROXY
CONFERS DISCRETIONARY AUTHORITY ON THE HOLDERS THEREOF TO VOTE
WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE
THE NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE
AND MATTERS INCIDENT TO THE CONDUCT OF THE MEETING.
________________________________________________________________
<PAGE>
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at
the Meeting or at any adjournment thereof and after
notification to the Secretary of the Company at the Meeting of
the stockholder's decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated
and of no further force and effect.
The undersigned acknowledges receipt from the Company
prior to the execution of this proxy of a Notice of Meeting of
Stockholders, a proxy statement dated September __, 1998 and an
Annual Report to Stockholders.
Dated: __________________, 1998
__________________________ __________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
__________________________ __________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears hereon. When signing
as attorney, executor, administrator, trustee or guardian,
please give your full title. If shares are held jointly, each
holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
