CAMCO FINANCIAL CORP - FORM S-1/A - EX-99.(IX) - FORM OF SALARY SAVINGS PLAN NON-TRANSFERABLE SUBSCRIPTION RIGHTS ELECTION FORM - August 29, 2012

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.(III) - FORM OF LETTER TO NOMINEE HOLDERS WHOSE CLIENTS ARE BENEFICIAL HOLDERS - CAMCO FINANCIAL CORPd381469dex99iii.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.(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(ix)

 

CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS PLAN

NON-TRANSFERABLE SUBSCRIPTION RIGHTS ELECTION FORM

THIS FORM MUST BE COMPLETED AND RETURNED TO CAMCO FINANCIAL CORPORATION BY 5:00 P.M., EASTERN TIME, ON [—], 2012

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN CAMCO FINANCIAL CORPORATION’S PROSPECTUS DATED [—], 2012 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM [—] BY CALLING [(            )        -            ].

 

Employee:   

 

    Employee Social Security Number:   

 

Date of Birth:   

 

    Employee Number:   

 

Work Phone:   

 

    Date of Hire:   

 

Home Phone:   

 

    Home Address:   

 

Spouse Name:   

 

    Spouse Date of Birth:   

 

SECTION I. RIGHTS OFFERING ELECTION

As a participant in the Camco Financial & Subsidiaries Salary Savings Plan (the “401(k) Plan”), I acknowledge receipt of your letter and the enclosed materials relating to the grant of non-transferable rights (“Rights”) to purchase shares of common stock, par value $1.00 per share (“Common Stock”), of Camco Financial Corporation (the “Company”).

I (we) hereby instruct as follows:

(CHECK THE APPLICABLE BOXES AND PROVIDE ALL REQUIRED INFORMATION)

 

Box 1.    ¨ Please DO NOT EXERCISE RIGHTS for shares of Common Stock.

 

Box 2.    ¨ Please EXERCISE RIGHTS for shares of Common Stock as set forth below:

Number of Shares of Common Stock Being Purchased (the sum of (A) and (C) below):____________________

Total Subscription Payment Required (the sum of (B) and (D) below):________________________________

Basic Subscription Privilege

As described in the accompanying Prospectus, I have received one right (each a “Right”) for each share of Common Stock owned as of 5:00 p.m., Eastern Time, on the Record Date. The basic subscription privilege of each Right allows me to subscribe for one share of Common Stock at a subscription price of $1.75 per share.

 

I exercise    __ Rights pursuant to my basic subscription privilege      x      

 

      =      

 

    (A)
         (no. of new shares per Right)       (no. of new shares)   

Therefore,        

I apply for

    __ shares of Common Stock pursuant to my basic subscription privilege      x      

        $1.75

      =      

 

    (B)
         (Subscription Price)           (price of new shares)   

Oversubscription Privilege

As described in the accompanying Prospectus, in the event that I purchase all of the shares of Common Stock available to me pursuant to my basic subscription privilege, I may also choose to purchase a portion of any shares of Common Stock that are not purchased by the Company’s other stockholders through the exercise of their basic subscription privileges (the “Unsubscribed Shares”).

I have purchased all shares of Common Stock available to me pursuant to my basic subscription privilege and wish to purchase additional shares of Common Stock pursuant to my oversubscription privilege.

¨  Yes    ¨  No

 

I exercise    __ Rights pursuant to my oversubscription privilege      x      

 

      =      

 

    (C)
         (no. of new shares per Right)       (no. of new shares)   

Therefore,        

I apply for

    __ Unsubscribed Shares pursuant to my oversubscription privilege      x      

        $1.75

      =      

 

    (D)
         (Subscription Price)           (price of new shares)   

PAYMENT

If you elect to participate in the Rights Offering, Standard Retirement Services, the administrator of the 401(k) Plan, will instruct Charles Schwab Trust Company, the Plan Trustee, to liquidate funds in your 401(k) Plan account invested in the Morley Stable Value Fund in an amount equal to the Total Subscription Payment Required (the sum of (B) and (D) above).

SECTION II. AUTHORIZATION AND CERTIFICATION

By executing this Non-Transferable Subscription Rights Election Form:

 

  (i) I authorize Registrar and Transfer Company (the “Subscription Agent”) and the Plan Trustee to subscribe for the number of shares of Common Stock listed in Section I of this form in accordance with the Rights Offering and to liquidate funds in my 401(k) Plan account invested in the Morley Stable Value Fund on my behalf in order for me to participate in the Rights Offering, and agree that this election shall remain in effect until the Expiration Date of the Rights Offering stated in the Prospectus.

 

  (ii) I certify that, after giving effect to my participation in the Rights Offering, and taking into account my holdings within and outside the 401(k) Plan and the holdings of my affiliates, I will not exceed the overall beneficial ownership limitation described in the Prospectus of the Company’s outstanding Common Stock.

 

  (iii) I acknowledge and agree that:

 

  a. if the value of the investments in the Morley Stable Value Fund I have instructed the Plan Trustee to liquidate does not equal or exceed the Total Subscription Payment Required shown in Section I above, the Rights held by my 401(k) Plan account will be exercised for shares of Common Stock to the fullest extent possible based on the cash value of my 401(k) Plan account invested in the Morley Stable Value Fund;

 

  b. book entry shares (in lieu of certificates) representing shares of Common Stock duly subscribed and paid for will be issued as soon as practicable after the termination of the Rights Offering in accordance with the terms of the Prospectus. I understand that these shares of Common Stock will be credited to my 401(k) Plan account and will not be issued to me personally;

 

  c. if I fail to properly complete and duly sign this Non-Transferable Subscription Rights Election Form or otherwise fail to follow the subscription procedures that apply to the exercise of my Rights before 5:00 p.m., Eastern Time, on [—], 2012, my subscription will be rejected;

 

  d. neither the Company, the Subscription Agent nor the Plan Trustee accepts any responsibility to contact me (us) concerning an incomplete or incorrect Non-Transferable Subscription Rights Election Form, nor are they under any obligation to correct my Non-Transferable Subscription Rights Election Form; and

 

  e. each of the Company, the Subscription Agent and the Plan Trustee has the sole discretion to determine whether my subscription exercise properly complies with the subscription procedures.

 

  (iv) I agree to all of the terms and conditions of this Non-Transferable Subscription Rights Election Form and also those of the Prospectus, which is incorporated into this Non-Transferable Subscription Rights Election Form by reference.

 

 

      

 

Participant Signature       Date

 

      

 

Signature of Authorized Company Employee       Date
FOR COMPANY’S OFFICE USE ONLY:

 

      

 

Date Received       System Entry Date

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