EXHIBIT 99.3
Up to _________ Shares of Common Stock of
PVF Capital Corp.
Issuable Upon the Exercise of Subscription Rights at $_____ per Share
PVF Capital Corp.
Issuable Upon the Exercise of Subscription Rights at $_____ per Share
__________, 2009
To Security Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Trust Companies and Other Nominees:
This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with the offering by PVF Capital Corp. of shares of common stock pursuant to the exercise of subscription rights distributed, at no charge, to all holders of record of shares of PVF common stock, par value $0.01 per share, at 5:00 p.m., Eastern Time, on __________, 2009. The subscription rights are described in the enclosed prospectus and evidenced by a rights certificate registered in your name or in the name of your nominee.
Summary Of The Terms Of The Rights Offering
• | Each beneficial owner of shares of common stock registered in your name or the name of your nominee will receive one subscription right for each share of PVF common stock beneficially owned as of record at the close of business on ____________, 2009. Each subscription right entitles the beneficial owner to a basic subscription privilege and an over-subscription privilege. | ||
• | The basic subscription privilege of each subscription right gives the beneficial owner the opportunity to purchase ___shares of our common stock at a subscription price of $_____ per share. Fractional shares of our common stock resulting from the exercise of the basic subscription privilege will be eliminated by rounding down to the nearest whole share. For example, if the beneficial owner owned 100 shares of our common stock as of 5:00 p.m., Eastern Time, on the record date, the beneficial owner would have received 100 subscription rights and would have the right to purchase _________ shares of common stock for $_____ per share. | ||
• | In the event that the beneficial owner purchases all of the shares of our common stock available to the beneficial owner pursuant to the beneficial owner’s basic subscription privilege, the beneficial owner may also choose to exercise an over-subscription privilege, subject to certain limitations and subject to allotment, to purchase a portion of any shares of our common stock that are not purchased by our other shareholders through the exercise of their basic subscription privileges. | ||
• | The rights offering expires at 5:00 p.m., Eastern Time, on _________, 20______. We may extend the rights offering without notice to you until _________, 20_____. If you do not exercise your subscription rights before that time, they will expire and will not be exercisable for shares of our common stock. | ||
• | Once you elect to exercise your subscription rights, you cannot change your mind and revoke your election. |
We are asking you to contact your clients for whom you hold shares of common stock registered in your name or in the name of your nominee to obtain instructions with respect to the subscription rights.
Enclosed are copies of the following documents for you to use:
1. | The Prospectus; | ||
2. | The Instructions as to Use of PVF Capital Corp. Rights Certificates; | ||
3. | A form letter which may be sent to your clients for whose accounts you hold common stock registered in your name or in the name of your nominee; |
4. | The Beneficial Owner Election Form, on which you may obtain your clients’ instructions with regard to the Subscription Rights; | ||
5. | The Nominee Holder Certification Form; and | ||
6. | A return envelope addressed to Computershare Trust Company, N.A., the subscription agent. |
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 paid for the account of the holder of the Rights, and none of such commissions, fees or expenses will be paid by PVF Capital or the Subscription Agent.
Your prompt action is requested.To exercise the rights, you should deliver the properly completed and signed Nominee Holder Certification 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 Nominee Holder Certification Form, with payment of the aggregate subscription price, prior to the expiration date.
Additional copies of the enclosed materials may be obtained from Stifel, Nicolaus & Company, Incorporated, the Information Agent. The Information Agent’s telephone number is: (_____) _______-_________.
Very truly yours,
PVF Capital Corp.
The Subscription Rights Are Exercisable Until 5:00 P.M. Eastern Time
On ___________, 2010 Unless Extended.
On ___________, 2010 Unless Extended.
Questions?
Please call Stifel Nicolaus & Company, Incorporated, the Information Agent. The Information Agent can be reached toll-free, at (____) ______-_______, Monday through Friday, between 9:00 a.m. and 4:00 p.m., Eastern Time.
Nothing in the prospectus or in the enclosed documents shall constitute you or any person as an agent of PVF Capital Corp., 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.