Exhibit 99.3
JEROME T. OSBORNE
Offices at: Corner Rtes 20 & 306 Residence: 8466 Esther Street
P.O. Box 658 Mentor, Ohio 44060
Mentor, Ohio 44061-0658 (216) 255-2231
(440) 942-7000
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October 10, 2003
GLB Bancorp, Inc.
7001 Center Street
Mentor, Ohio 44060
Attention: Board of Directors
Re: Proposal For Cash Merger Between GLB Bancorp, Inc. and an Acquisition
Entity to be formed by Jerome Osborne
Gentlemen:
As stated in my letters dated September 12 and September 23, 2003,1
believe that many of the shareholders of GLB Bancorp, Inc. ("GLB" or the
"Company"), like me, would like the Company to remain an independent financial
institution, serving the Lake County community. I also believe that the
inadequate merger offer by Sky Financial Group, Inc. ("Sky") has caused many GLB
shareholders to understand that the pre-announcement trading prices of GLB
shares did not adequately reflect the value of their investment. I appreciate
the time that the Board of Directors and their advisors have spent with me and
my advisors regarding my September 23 offer. I have considered your request to
modify my offer, and to that effect, I am making a proposal to the GLB Board of
Directors to acquire GLB through a cash merger transaction.
Pursuant to the terms of the transaction, an acquisition entity, which I will
form and own ("Acquisition"), will be merged with and into GLB. Upon
consummation of the merger, I would own all of the issued and outstanding shares
of the surviving entity and each GLB common shareholder would be paid $20.20 per
share. Outstanding options to purchase GLB common shares would be cancelled and
holders of outstanding options would be paid $20.20 per share subject to the
option less the exercise price per share stated the option. The aggregate cash
payment to shareholders (excluding my shares) and option holders in the merger
would be approximately $43,400,000.
In order to complete the transaction, shortly following the execution
of an agreement in principle, I will be prepared to make, and/or cause
Acquisition to make, all regulatory filings, including bank and securities
filing, necessary to promptly consummate the transaction. I understand that this
transaction will also require shareholder approval and believe that the process
can be completed expeditiously and to the benefit of all shareholders.
I believe that this offer addresses all of the concerns of the Board of
Directors express in our negotiations since September 23, 2003. I look forward
to completing the transaction expeditiously for the benefit of all GLB
shareholders.
Very Truly Yours,
/s/ Jerome T. Osborne
Jerome T. Osborne