EXHIBIT 99.5
February __, 2005
Dear Member:
We are pleased to announce that Ohio Central Savings (the "Savings Association")
is reorganizing from the mutual holding company to the stock form of
organization (the "Reorganization"). In connection with the Reorganization, OC
Financial, Inc. (the "Company"), the newly-formed holding company for the
Savings Association, is offering common shares in a subscription offering.
Unfortunately, the Company is unable to either offer or sell its common shares
to you because the small number of eligible subscribers in your jurisdiction
makes registration or qualification of the common shares under the securities
laws of your jurisdiction impractical, for reasons of cost or otherwise.
Accordingly, this letter should not be considered an offer to sell or a
solicitation of an offer to buy the common shares of OC Financial, Inc.
However, as a member of the Savings Association, you have the right to vote on
the Plan of Conversion and Reorganization at the Special Meeting of Members to
be held on March xx, 2005. Therefore, enclosed is a proxy card, a proxy
statement (which includes the Notice of the Special Meeting), a prospectus
(which contains information incorporated into the proxy statement) and a return
envelope for your proxy card.
I invite you to attend the Special Meeting of Members on March xx, 2005.
However, whether or not you are able to attend the meeting, please complete the
enclosed proxy card and return it in the enclosed envelope.
Sincerely,
Robert W. Hughes
Chairman of the Board, President
and Chief Executive Officer
February __, 2005
Dear Member:
We are pleased to announce that Ohio Central Savings (the "Savings Association")
is reorganizing from the mutual holding company to the stock form of
organization (the "Reorganization"). In conjunction with the Reorganization, OC
Financial, Inc. (the "Company"), the newly-formed corporation that will become
the holding company for the Savings Association, is offering common shares in a
subscription offering (the "Offering") to specific depositors of the Savings
Association, to our employee stock ownership plan, and potentially to members of
the general public pursuant to a Plan of Conversion and Reorganization (the
"Plan").
To accomplish this Reorganization, we need your participation in an important
vote. Enclosed is a proxy statement describing the Plan and your voting and
subscription rights. The Savings Association's Plan needs depositor approval.
YOUR VOTE IS VERY IMPORTANT.
Enclosed, as part of the proxy materials, is your proxy card, the shaded card
with your name and address that is detachable from the stock order and
certification form. This proxy card should be signed and returned to us prior to
the Special Meeting of Members to be held on March xx, 2005. Please take a
moment now to sign the enclosed proxy card and return it to us in the
postage-paid envelope provided. FAILURE TO VOTE HAS THE SAME EFFECT AS VOTING
AGAINST THE REORGANIZATION and we would sincerely appreciate your vote. The
Board of Directors has unanimously approved the Reorganization.
The Board of Directors of the Savings Association feels that the Reorganization
offers a number of advantages, including an opportunity for the Savings
Association's depositors and customers to become shareholders of OC Financial,
Inc. In connection with the Reorganization, please remember:
>> Your accounts at the Savings Association will continue to be
insured up to the maximum legal limit by the Federal Deposit
Insurance Corporation ("FDIC").
>> There will be no change in the balance, interest rate, or
maturity of any deposit accounts or loans because of the
Reorganization, unless you choose to purchase shares using your
deposit account balances.
>> Members have a right, but not an obligation, to subscribe for OC
Financial, Inc. common shares before they are offered to the
public.
>> Like all stock, THE COMMON SHARES issued in this Offering WILL
NOT BE INSURED BY THE FDIC.
In addition, enclosed are materials describing the offering of OC Financial,
Inc.'s common shares. We urge you to read these materials carefully. If you are
interested in purchasing the common shares of OC Financial, Inc., you must
submit your Stock Order and Certification Form and payment prior to 12:00 noon,
Eastern Standard Time on March xx, 2005.
If you have additional questions regarding the Offering, please call us at (800)
678-6228 (ext. 134), Monday through Friday from 9:00 a.m. to 5:00 p.m., or stop
by the Stock Information Center located at 6033 Perimeter Drive, Dublin, Ohio.
Sincerely,
Robert W. Hughes
Chairman of the Board, President
and Chief Executive Officer
THE COMMON SHARES BEING OFFERED IN THIS OFFERING ARE NOT SAVINGS ACCOUNTS OR
DEPOSITS AND ARE NOT INSURED BY OC FINANCIAL, INC., OHIO CENTRAL SAVINGS, THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE SAVINGS ASSOCIATION INSURANCE FUND OR
ANY OTHER GOVERNMENT AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY SHARES. THE OFFER IS MADE ONLY BY THE PROSPECTUS.
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February __, 2005
Dear Prospective Investor:
We are pleased to announce that Ohio Central Savings (the "Savings Association")
is converting from the mutual holding company to the stock form of organization
(the "Reorganization'). In connection with the Reorganization, OC Financial,
Inc. (the "Company"), the newly-formed holding company for the Savings
Association, is offering common shares in a subscription offering and a
community offering (the "Offering"). The sale of common shares in connection
with the Reorganization will enable the Savings Association to raise additional
capital to support and enhance its current operations.
We have enclosed the following materials which will help you learn more about
the merits of the Company's common shares as an investment. Please read and
review the materials carefully.
PROSPECTUS: This document provides detailed information about the
Savings Association's operations and the proposed Offering of the
Company's common shares.
STOCK ORDER AND CERTIFICATION FORM: This form is used to purchase
common shares by returning it with your payment in the enclosed
business reply envelope. The deadline for ordering common shares is
12:00 noon, Eastern Standard Time, on March xx, 2005.
We invite our loyal customers and members of the general public to become
shareholders of OC Financial, Inc. Through this Offering you have the
opportunity to buy common shares directly from the Company without paying a
commission or fee. The board of directors and senior management of the Savings
Association fully support the Offering.
If you have additional questions regarding the Reorganization and Offering,
please call us at (800) 678-6228 (ext. 134), Monday through Friday from 9:00
a.m. to 5:00 p.m., or stop by the Stock Information Center located at 6033
Perimeter Drive, Dublin, Ohio.
Sincerely,
Robert W. Hughes
Chairman of the Board, President
and Chief Executive Officer
THE COMMON SHARES BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT
INSURED BY OC FINANCIAL, INC., OHIO CENTRAL SAVINGS, THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER
GOVERNMENT AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY SHARES. THE OFFER IS MADE ONLY BY THE PROSPECTUS.
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February __, 2005
Dear Friend:
We are pleased to announce that Ohio Central Savings (the "Savings Association")
is reorganizing from the mutual holding company to the stock form of
organization (the "Reorganization"). In conjunction with the Reorganization, OC
Financial, Inc. (the "Company"), the newly-formed holding company for the
Savings Association, is offering common shares in a subscription offering (the
"Offering"). The sale of common shares in connection with the Reorganization
will enable the Savings Association to raise additional capital to support and
enhance its current operations.
Because we believe you may be interested in learning more about the merits of
the Company's common shares as an investment, we are sending you the following
materials which describe the Offering.
PROSPECTUS: This document provides detailed information about the
Savings Association's operations and the proposed Offering of the
Company's common shares.
STOCK ORDER AND CERTIFICATION FORM: This form is used to purchase stock
by returning it with your payment in the enclosed business reply
envelope. The deadline for ordering stock is 12:00 noon, Eastern
Standard Time, on March xx, 2005.
As a friend of the Savings Association, you will have the opportunity to buy
common shares directly from the Company in the Offering without paying a
commission or fee. If you have additional questions regarding the Reorganization
and Offering, please call us at (800) 678-6228 (ext. 134) Monday through Friday
from 9:00 a.m. to 5:00 p.m., or stop by the Stock Information Center located at
6033 Perimeter Drive, Dublin, Ohio.
We are pleased to offer you this opportunity to become a shareholder of OC
Financial, Inc.
Sincerely,
Robert W. Hughes
Chairman of the Board, President
and Chief Executive Officer
THE COMMON SHARES BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT
INSURED BY OC FINANCIAL, INC., OHIO CENTRAL SAVINGS, THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER
GOVERNMENT AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY SHARES. THE OFFER IS MADE ONLY BY THE PROSPECTUS.
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February xx, 2005
TO MEMBERS AND FRIENDS OF OHIO CENTRAL SAVINGS
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Keefe, Bruyette & Woods, Inc., a member of the National Association of
Securities Dealers, Inc. ("NASD"), is assisting Ohio Central Savings (the
"Savings Association") in the reorganization from the mutual holding company to
the stock form of organization with the simultaneous issuance of its common
stock to OC Financial, Inc. (the "Company"), a Maryland corporation, and the
sale by the Company of shares of its common stock.
At the request of the Company, we are enclosing materials explaining this
process and your options, including an opportunity to invest in shares of OC
Financial, Inc. common stock being offered to the customers of the Savings
Association until 12:00 noon, Eastern Standard Time, on March xx, 2005. Please
read the enclosed offering materials carefully. The Company has asked us to
forward these documents to you in view of certain requirements of the securities
laws in your state.
If you have any questions, please visit our Stock Information Center located at
6033 Perimeter Drive, Dublin, Ohio, Monday through Friday from 9:00 AM to 5:00
PM or feel free to call the Stock Information Center at (800) 678-6228 (ext.
134).
Very truly yours,
Keefe, Bruyette & Woods, Inc.
THE SHARES OF COMMON STOCK BEING OFFERED IN THE CONVERSION ARE NOT SAVINGS
ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY OC FINANCIAL, INC., OHIO CENTRAL
SAVINGS, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE SAVINGS ASSOCIATION
INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY. THIS IS NOT AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS.
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FACTS ABOUT STOCK ISSUANCE
The Board of Directors of OC Financial, Inc. the holding company for Ohio
Central Savings, unanimously adopted a Plan of Conversion and Reorganization and
to reorganize its mutual holding company to issue stock to certain Ohio Central
Savings depositors and possibly members of the community.
This brochure answers some of the most frequently asked questions about the
reorganization and conversion and about your opportunity to invest in the common
stock of OC Financial, Inc.
Investment in the common stock of OC Financial, Inc. involves certain risks. For
a discussion of these risks and other factors, including a complete description
of the offering, PROSPECTIVE INVESTORS ARE URGED TO READ THE ACCOMPANYING
PROSPECTUS, especially the discussion under the heading "Risk Factors."
WHAT EFFECT WILL THE CONVERSION AND REORGANIZATION HAVE ON EXISTING DEPOSIT AND
LOAN ACCOUNTS AND CUSTOMER RELATIONSHIPS?
- --------------------------------------------------------------------------------
The conversion and reorganization will have little effect on existing deposit or
loan accounts and customer relationships. Deposits will continue to be federally
insured by the Federal Deposit Insurance Corporation to the maximum legal limit.
Interest rates and existing terms and conditions on deposit accounts will remain
the same upon completion of the stock issuance. Contractual obligations of
borrowers of Ohio Central Savings will not change and there will be no change in
the amount, interest rate, maturity, security or any other condition relating to
the respective loans of customers.
WILL OHIO CENTRAL SAVINGS' DEPOSITORS BE REQUIRED TO PURCHASE STOCK IN THE
OFFERING?
- --------------------------------------------------------------------------------
No depositor or other person is required to purchase stock. However, certain
depositors will be provided the opportunity to purchase stock consistent with
the established priority of subscription rights, should they so desire. The
decision to purchase stock will be exclusively that of each person. Whether an
individual decides to purchase stock or not will have no impact on his or her
standing as a customer of Ohio Central Savings. The stock offering will allow
certain depositors of Ohio Central Savings an opportunity to buy common stock
and become stockholders of OC Financial, Inc.
WHO IS ELIGIBLE TO PURCHASE COMMON SHARES IN THE SUBSCRIPTION OFFERING?
- --------------------------------------------------------------------------------
Certain past and present depositors of Ohio Central Savings are eligible to
purchase common stock in the subscription offering. Specifically, depositors
with $50 or more as of September 30, 2003 or Dec. 31, 2004 are eligible to
subscribe as well as depositors as of _________ __, 2005.
HOW MANY COMMON SHARES ARE BEING OFFERED AND AT WHAT PRICE?
- --------------------------------------------------------------------------------
OC Financial, Inc. is offering up to 690,000 shares of common stock, subject to
adjustment as described in the prospectus, at a price of $10.00 per share
through the prospectus.
HOW MANY SHARES MAY I BUY?
- --------------------------------------------------------------------------------
The minimum order is 25 shares. The maximum individual purchase is 10,000
shares. No person, together with associates of, and persons acting in concert
with that person, may purchase more than 20,000 shares, as further discussed in
the prospectus.
WILL THE COMMON STOCK BE INSURED?
- --------------------------------------------------------------------------------
No. Like any other common stock, OC Financial, Inc.'s common stock will not be
insured.
HOW DO I ORDER THE COMMON STOCK?
- --------------------------------------------------------------------------------
You must complete the enclosed Stock Order and Certification Form. Instructions
for completing your Stock Order and Certification Form are contained in this
packet. Your order must be received by 12:00 noon, Eastern Standard Time, on
XXXX xx, 2005.
HOW MAY I PAY FOR MY COMMON STOCK?
- --------------------------------------------------------------------------------
First, you may pay for common stock by check or money order. Interest will be
paid by Ohio Central Savings on these funds at the passbook savings rate from
the day the funds are received until the completion or termination of the stock
issuance. Second, you may authorize us to withdraw funds from your deposit
account or certificate of deposit at Ohio Central Savings for the amount of
funds you specify for payment. You will not have access to these funds from the
day we receive your order until completion or termination of the stock issuance.
THERE IS NO PENALTY FOR WITHDRAWAL FROM A CERTIFICATE OF DEPOSIT.
CAN I PURCHASE STOCK USING FUNDS IN MY OHIO CENTRAL SAVINGS IRA ACCOUNT?
- --------------------------------------------------------------------------------
Federal regulations do not permit the purchase of common stock in connection
with the stock issuance from your existing Ohio Central Savings IRA account. In
order to utilize the funds in your Ohio Central Savings IRA account for the
purchase of OC Financial, Inc. common stock, you must execute a
trustee-to-trustee transfer with a self-directed IRA provider. Please contact
your broker or self-directed IRA provider as soon as possible if you want to
explore this option.
WILL DIVIDENDS BE PAID ON THE COMMON STOCK?
- --------------------------------------------------------------------------------
The Board of Directors of OC Financial, Inc. does not currently intend to pay
cash dividends. However, they will review their policy in the future.
6
HOW WILL THE COMMON STOCK BE TRADED?
- --------------------------------------------------------------------------------
OC Financial, Inc.'s stock is expected to trade on the Over the Counter Bulletin
Board.
ARE EXECUTIVE OFFICERS AND DIRECTORS OF OHIO CENTRAL SAVINGS PLANNING TO
PURCHASE STOCK?
- --------------------------------------------------------------------------------
Yes! The executive officers and directors of Ohio Central Savings plan to
purchase, in the aggregate, $1,500,000 worth of stock or approximately 25.0% of
the common stock offered at the midpoint of the offering range.
MUST I PAY A COMMISSION?
- --------------------------------------------------------------------------------
No. You will not be charged a commission or fee on the purchase of common stock
in the subscription offering.
SHOULD I VOTE TO APPROVE THE PLAN OF CONVERSION AND REORGANIZATION?
- --------------------------------------------------------------------------------
Yes. YOUR VOTE "FOR" THE REORGANIZATION IS VERY IMPORTANT!
PLEASE VOTE, SIGN AND RETURN ALL PROXY CARDS!
WHY DID I GET SEVERAL PROXY C ARDS?
- --------------------------------------------------------------------------------
If you have more than one account, you could receive more than one proxy card,
depending on the ownership structure of your accounts.
HOW MANY VOTES DO I HAVE?
- --------------------------------------------------------------------------------
Your proxy card(s) show(s) the number of votes you have. Every depositor is
entitled to case one vote for each $100 on deposit as of the voting record date,
up to 1,000 votes.
MAY I VOTE IN PERSON AT THE SPECIAL MEETING?
- --------------------------------------------------------------------------------
Yes, but we would still like you to sign and mail your proxy today. If you
decide to revoke your proxy, you may do so at any time before such proxy is
exercised by executing and delivering a later dated proxy or by giving notice of
revocation in writing or by voting in person at the special meeting. Attendance
at the special meeting will not, of itself, revoke a proxy.
- --------------------------------------------------------------------------------
STOCK INFORMATION CENTER
FOR ADDITIONAL INFORMATION YOU MAY VISIT OR CALL OUR STOCK INFORMATION CENTER
MONDAY THROUGH FRIDAY FROM 9:00 A.M. TO 5:00 P.M., LOCATED IN OUR MAIN OFFICE AT
6033 PERIMETER DRIVE, DUBLIN, OHIO 43017.
(800) 678-6228 (EXT. 134)
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
QUESTIONS
AND
ANSWERS
- -------------------------------------------------------------------------------
OC FINANCIAL, INC.
LOGO AS APPLICABLE
HOLDING COMPANY FOR
OHIO CENTRAL SAVINGS
THE SHARES OF COMMON STOCK BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS
AND ARE NOT INSURED OR GUARANTEED BY OC FINANCIAL, INC., OHIO CENTRAL SAVINGS,
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER
GOVERNMENTAL AGENCY.
THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY COMMON STOCK.
THE OFFER IS MADE ONLY BY THE PROSPECTUS.
7
PROXYGRAM
PLEASE VOTE TODAY
We recently sent you a proxy statement and related materials informing you that
the Board of Directors of Ohio Central Savings had received regulatory approval
to convert from the mutual holding company to the stock form of organization.
YOUR VOTE ON OUR PLAN OF CONVERSION AND REORGANIZATION
HAS NOT YET BEEN RECEIVED.
FAILURE TO VOTE HAS THE SAME EFFECT AS VOTING
AGAINST THE PLAN OF CONVERSION AND REORGANIZATION
Your Vote is important to us, and we are, therefore, requesting that you sign
the enclosed proxy card and return it promptly in the enclosed postage-paid
envelope.
VOTING FOR THE PLAN OF CONVERSION AND REORGANIZATION DOES NOT OBLIGATE YOU TO
PURCHASE STOCK or affect the terms or insurance on your accounts.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
VOTE "FOR" THE PLAN OF CONVERSION AND REORGANIZATION
YOUR VOTE IS IMPORTANT TO US!
Please sign the enclosed proxy card and return it promptly in the enclosed
postage-paid envelope.
Thank you,
Robert W. Hughes
Chairman of the Board, President and Chief Executive Officer
OHIO CENTRAL SAVINGS
Dublin, Ohio
If you mailed the proxy, please accept our thanks and disregard this request.
For further information, call (800) 678-6228 ext. 134.
THE SHARES OF COMMON STOCK BEING OFFERED IN THE CONVERSION ARE NOT SAVINGS
ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY OC FINANCIAL, INC., OHIO CENTRAL
SAVINGS, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE SAVINGS ASSOCIATION
INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY. THIS IS NOT AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS.
8