Attached files

file filename
S-1/A - PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 - CAMCO FINANCIAL CORPd381469ds1a.htm
EX-5 - OPINION OF VORYS, SATER, SEYMOUR AND PEASE LLP - CAMCO FINANCIAL CORPd381469dex5.htm
EX-4.(I) - SPECIMEN COMMON STOCK CERTIFICATE - CAMCO FINANCIAL CORPd381469dex4i.htm
EX-99.(I) - FORM OF INSTRUCTIONS AS TO USE OF SUBSCRIPTION RIGHTS CERTIFICATE - CAMCO FINANCIAL CORPd381469dex99i.htm
EX-4.(II) - FORM OF WARRANT CERTIFICATE - CAMCO FINANCIAL CORPd381469dex4ii.htm
EX-23.(I) - CONSENT OF PLANTE & MORAN PLLC - CAMCO FINANCIAL CORPd381469dex23i.htm
EX-1.(II) - FORM OF FINANCIAL ADVISORY SERVICES AGREEMENT - CAMCO FINANCIAL CORPd381469dex1ii.htm
EX-1.(IV) - FORM OF WARRANT AGREEMENT - CAMCO FINANCIAL CORPd381469dex1iv.htm
EX-1.(III) - FORM OF SUBSCRIPTION/ESCROW AGENT AGREEMENT - CAMCO FINANCIAL CORPd381469dex1iii.htm
EX-4.(III) - FORM OF RIGHTS CERTIFICATE - CAMCO FINANCIAL CORPd381469dex4iii.htm
EX-99.(IV) - FORM OF LETTER TO CLIENTS OF NOMINEE HOLDERS - CAMCO FINANCIAL CORPd381469dex99iv.htm
EX-99.(V) - FORM OF BENEFICIAL OWNER ELECTION FORM - CAMCO FINANCIAL CORPd381469dex99v.htm
EX-99.(VI) - FORM OF NOMINEE HOLDER CERTIFICATE - CAMCO FINANCIAL CORPd381469dex99vi.htm
EX-99.(IX) - FORM OF SALARY SAVINGS PLAN NON-TRANSFERABLE SUBSCRIPTION RIGHTS ELECTION FORM - CAMCO FINANCIAL CORPd381469dex99ix.htm
EX-99.(XI) - FORM OF SALARY SAVINGS PLAN NON-TRANSFERABLE WARRANT SUBSCRIPTION FORM - CAMCO FINANCIAL CORPd381469dex99xi.htm
EX-99.(VII) - FORM OF NOTICE OF IMPORTANT TAX INFORMATION - CAMCO FINANCIAL CORPd381469dex99vii.htm
EX-99.(XII) - FORM OF COVER LETTER TO STOCKHOLDERS - CAMCO FINANCIAL CORPd381469dex99xii.htm
EX-99.(VIII) - FORM OF LETTER TO PARTICIPANTS - CAMCO FINANCIAL CORPd381469dex99viii.htm
EX-99.(X) - FORM OF LETTER TO PARTICIPANTS IN THE SALARY SAVINGS PLAN REGARDING WARRANTS - CAMCO FINANCIAL CORPd381469dex99x.htm
EX-99.(II) - FORM OF LETTER TO SHAREHOLDERS WHO ARE RECORD HOLDERS - CAMCO FINANCIAL CORPd381469dex99ii.htm

Exhibit 99(iii)

 

CAMCO FINANCIAL CORPORATION

SUBSCRIPTION RIGHTS TO PURCHASE SHARES OF COMMON STOCK

OFFERED PURSUANT TO SUBSCRIPTION RIGHTS

DISTRIBUTED TO STOCKHOLDERS OF CAMCO FINANCIAL CORPORATION

                    , 2012

To Security Dealers, Commercial Banks,

Trust Companies and Other Nominees:

This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with the rights offering (the “Rights Offering”) by Camco Financial Corporation (the “Company”) of shares of Common Stock (as such term is defined below), pursuant to non-transferable subscription rights (the “Rights”) distributed to all holders (the “Recordholders”) of shares of Company common stock, $1.00 par value per share (the “Common Stock”), at 5:00 p.m., Eastern Time, on                     , 2012 (the “Record Date”). The Rights and Common Stock are described in the offering prospectus dated                     , 2012 (the “Prospectus”).

In the Rights Offering, the Company is offering an aggregate of 5,714,286 shares of Common Stock, as described in the Prospectus.

The Rights will expire, if not exercised prior to 5:00 p.m., Eastern Time, on                     , 2012, unless extended (as it may be extended, the “Expiration Time”).

As described in the accompanying Prospectus, each beneficial owner of shares of Common Stock registered in your name or the name of your nominee is entitled to one Right for each share of Common Stock owned by such beneficial owner at 5:00 p.m., Eastern Time, on the Record Date. Each Right will allow the holder thereof to subscribe for 1 share of Common Stock (the “Basic Subscription Privilege”) at the cash price of $1.75 per full share (the “Subscription Price”). For example, if a Recordholder owned 300 shares of Common Stock as of 5:00 p.m., Eastern Time, on the Record Date, it would receive 300 Rights and would have the right to purchase 300 shares of Common Stock for the Subscription Price.

It is possible that the requests for exercise of Basic Subscription Privileges will exceed the aggregate number of shares of Common Stock available to be purchased in the Rights Offering. If this occurs, we will allocate the available shares among the Recordholders who subscribe by multiplying the number of shares requested by each Recordholder by a fraction equal to (i) the number of shares available to be issued through the Rights Offering divided by (ii) the total number of shares requested by all subscribers through the exercise of their Basic Subscription Privileges.

If a holder purchases all of the shares of Common Stock available to it pursuant to its Basic Subscription Privilege, it may also exercise an over-subscription privilege (the “Over-Subscription Privilege”) to purchase a portion of any shares of our Common Stock that are not purchased by our Recordholders through the exercise of their Basic Subscription Privileges (the “Unsubscribed Shares”). If, however, over-subscription requests exceed the number of shares of Common Stock available, we will allocate the available shares of Common Stock among the Recordholders exercising the Over-Subscription Privilege by multiplying the number of shares requested by each stockholder through the exercise of their Over-Subscription Privilege by a fraction that equals (i) the number of shares available to be issued through Over-Subscription Privileges divided by (ii) the total number of shares requested by all subscribers through the exercise of their Over-Subscription Privileges. No fractional shares will be issued.

Both the Basic Subscription Privilege and the Over-Subscription Privilege are subject to the limitation that no participant in the Rights Offering may beneficially own more than 9.9% of our Common Stock outstanding after completion of the Rights Offering.


For every two shares purchased in the Rights Offering, whether through a Basic Subscription Privilege or an Over-Subscription Privilege, the Recordholder will receive a warrant to purchase one share of Common Stock at $2.10 per share. The warrants will be exercisable for five years following the completion of the Rights Offering and will not be transferable. The exercise price will be payable only by a personal check drawn on a U.S. bank, a bank check drawn on Advantage Bank or wire transfer. No fractional warrants will be issued, and the number of warrants issued will be rounded down. For example, a Recordholder purchasing three shares of Common Stock will receive one warrant, while a Recordholder purchasing four shares of Common Stock will receive two warrants. Warrants may be exercised by completing and returning the Warrant Certificate and Subscription Form to the warrant agent, along with payment of the exercise price, by a personal check drawn on a U.S. bank, a bank check drawn on Advantage Bank or wire transfer, at any time up to the close of business on the warrant expiration date.

Each Recordholder will be required to submit payment in full for all the shares it wishes to buy with its Basic Subscription Privilege and its Over-Subscription Privilege. Because we will not know the total number of Unsubscribed Shares prior to the expiration of the Rights Offering, if a Recordholder wishes to maximize the number of shares it purchases pursuant to the Recordholder’s Over-Subscription Privilege, the Recordholder will need to deliver payment in an amount equal to the aggregate Subscription Price for the maximum number of shares of Common Stock available to the Recordholder, assuming that no stockholders other than such Recordholder purchase any shares of Common Stock pursuant to their Basic Subscription Privileges. Fractional shares of Common Stock resulting from the exercise of the Over-Subscription Privilege will be eliminated by rounding down to the nearest whole share, with the total subscription payment being adjusted accordingly. Any excess subscription payments received by the subscription agent will be returned, without interest or penalty, as soon as practicable.

The Company can provide no assurances that each Recordholder will actually be entitled to purchase the number of shares of Common Stock issuable upon the exercise of its Basic Subscription Privilege and its Over-Subscription Privilege in full at the expiration of the Rights Offering. The Company will not be able to satisfy a Recordholder’s exercise of the Over-Subscription Privilege if all of the stockholders exercise their Basic Subscription Privileges to the extent of 5,714,286 shares, and we will only honor an Over-Subscription Privilege to the extent sufficient shares of Common Stock are available following the exercise of Basic Subscription Privileges.

 

   

To the extent the aggregate Subscription Price of the maximum number of shares available to a Recordholder pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege is less than the amount the Recordholder actually paid in connection with the exercise of the Basic Subscription Privilege and the Over-Subscription Privilege, the Recordholder will be allocated only the number of shares available to it as soon as practicable after the Expiration Time, and the Recordholder’s excess subscription payment received by the subscription agent will be returned, without interest or penalty, as soon as practicable.

 

   

To the extent the amount the Recordholder actually paid in connection with the exercise of the Basic Subscription Privilege and the Over-Subscription Privilege is less than the aggregate Subscription Price of the maximum number of shares available to the Recordholder pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege, such Recordholder will be allocated the number of shares for which it actually paid in connection with the Basic Subscription Privilege and the Over-Subscription Privilege.

We are asking persons who hold shares of Common Stock beneficially and who have received the Rights distributable with respect to those shares through a broker, dealer, commercial bank, trust company or other nominee, as well as persons who hold certificates of Common Stock directly and prefer to have such institutions effect transactions relating to the Rights on their behalf, to contact the appropriate institution or nominee and request it to effect the transactions for them.


All commissions, fees and other expenses (including brokerage commissions and transfer taxes), other than fees and expenses of the subscription agent, incurred in connection with the exercise of the Rights will be for the account of the holder of the Rights, and none of such commissions, fees or expenses will be paid by the Company or the subscription agent.

Enclosed are copies of the following documents:

 

  1. Prospectus;
  2. A form of letter that may be sent to your clients for whose accounts you hold shares of Common Stock registered in your name or the name of your nominee, with an attached form of instructions;
  3. Beneficial Owner Election Form;
  4. Nominee Holder Certification;
  5. Notice of Tax Information; and
  6. A return envelope addressed to Registrar and Transfer Company, the subscription agent.

Your prompt action is requested. To exercise the Rights, you should deliver the properly completed Beneficial Owner Election Form, with payment of the Subscription Price in full for each share of Common Stock subscribed for pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege, to the subscription agent, as indicated in the Prospectus. The subscription agent must receive the Beneficial Owner Election Form with payment of the Subscription Price, by a personal check drawn on a U.S. bank, a bank check drawn on Advantage Bank or wire transfer, including final clearance of any checks, prior to the Expiration Time. A Recordholder cannot revoke the exercise of its Rights. Rights not exercised prior to the Expiration Time will expire.

Additional copies of the enclosed materials may be obtained by contacting our information agent, ParaCap Group, LLC, toll free at 866-404-2951. Any questions or requests for assistance concerning the Rights Offering should be directed to ParaCap.

Very truly yours,

Camco Financial Corporation

NOTHING IN THIS PROSPECTUS OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF CAMCO FINANCIAL CORPORATION, THE SUBSCRIPTION AGENT, THE INFORMATION AGENT OR ANY OTHER PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE SECURITIES ISSUABLE UPON VALID EXERCISE OF THE RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFERING EXCEPT FOR STATEMENTS MADE IN THE PROSPECTUS.