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As filed with the Securities and Exchange Commission on January 5, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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CAMCO FINANCIAL CORPORATION
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(Exact name of registrant as specified in its Articles)
Delaware 51-0110823
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
6901 Glenn Highway, Cambridge, Ohio 43725
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(Address of Principal Executive Offices) (Zip Code)
THE WESTWOOD HOMESTEAD FINANCIAL CORPORATION
1997 STOCK OPTION PLAN
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(Full title of the plan)
Larry A. Caldwell
Camco Financial Corporation
6901 Glenn Highway
Cambridge, Ohio 43725
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(Name and address of agent for service)
(740) 435-2020
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered(1) per share(2) price(2) registration fee(2)
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock 311,794 $ 12.55 $ 3,913,015 $ 1,034
$1.00 par value per share
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(1) This Registration Statement shall also cover any additional shares of
common stock which becomes issuable under the Westwood Homestead
Financial Corporation 1997 Stock Option Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an
increase in the number of outstanding shares of Camco Financial
Corporation.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the maximum
offering price per share at which such options may be exercised.
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The shares of common stock subject to options registered hereunder
pertain to options which have been assumed by Camco Financial Corporation (the
"Registrant") pursuant to an Agreement of Merger and Plan of Reorganization,
dated as of August 6, 1999, among the Registrant, Westwood Homestead Financial
Corporation ("WHFC") and The Westwood Homestead Savings Bank ("WHSB"). The
options were originally granted to directors and employees of WHFC and WHSB
under the Westwood Homestead Financial Corporation 1997 Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):
a. The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, including all material
incorporated by reference therein;
b. The Registrant's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1999, June 30, 1999 and
September 30, 1999, including all material incorporated by
reference therein;
c. The Registrant's Current Report on Form 8-K filed with the
Commission on August 13, 1999;
d. The description of the Registrant's Common Stock to be
offered hereby contained in the Registrant's Registration
Statement on Form 8-A filed with the Commission on November
30, 1994, including any amendments or reports filed for
the purpose of updating such description.
All documents filed pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act") after
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents.
Any document, and any statement contained in a document,
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any other subsequently filed
document that also is incorporated or deemed to be incorporated by reference
herein, modifies or supersedes such document or statement. Any such document or
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement. Subject to
the foregoing, all information appearing in this Registration Statement is
qualified in its entirety by the information appearing in the documents
incorporated by reference.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
a. Section 145 of the Delaware Code governs indemnification
by a corporation and provides as follows:
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(a) A corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him in connection with such actions suit or proceeding if he
acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interest of the corporation,
and, with respect to any criminal action or proceeding if he
acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
(b) A corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit
by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement
of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
best interest of the corporation and except that no
indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to
be liable to the corporation unless any and only to the extent
that the Court of Chancery or the court in which such action
or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding
referred to in subsections (a) and (b), or in defense of any
claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b)
(unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a)
and (b). Such determination shall be made (1) by a majority
vote of the directors who are not parties to such action, suit
or proceeding, even though less than a quorum, or (2) if there
are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (3) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by
an officer or director in defending any civil, criminal,
administrative, or investigative action, suit or proceeding
may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of
an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the corporation as
authorized in the Section. Such expenses (including attorneys'
fees) incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the board of
directors deems appropriate.
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of
this Section shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another
capacity while holding such office.
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(g) A corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent or the corporation, or is
or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him
against such liability under the provisions of this Section.
(h) For purposes of this Section, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors,
officers and employees or agents, so that any person who is or
was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position
under the provisions of this Section with respect to the
resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate
existence had continued.
(i) For purposes of this Section, references to
"other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed
on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or
agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee or agent with
respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interests of the
participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the
best interests of the corporation" as referred to in this
Section.
(j) The indemnification and advancement of expenses
provided by, or granted pursuant to, this Section shall,
unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with
exclusive jurisdiction to hear and determine all actions for
advancement of expenses or indemnification brought under this
Section or under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise. The Court of Chancery
may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees).
b. The Bylaws of the Registrant contain the following
provisions with respect to the indemnification of directors and officers:
SECTION 7.01. MANDATORY INDEMNIFICATION. The corporation shall
indemnify any officer or director of the corporation and any other (other than
an assistant officer) or director (i) of a subsidiary of the corporation or (ii)
of a subsidiary of any such subsidiary, who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (including,
without limitation, any action threatened or instituted by or in the right of
the corporation), by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or of a subsidiary of the corporation, or
is or was serving at the request of the corporation as a director, trustee,
officer, employee or agent of another corporation (domestic or foreign,
nonprofit or for profit), partnership, joint venture, trust or other enterprise,
against expenses (including, without limitation, attorneys' fees , filing fees,
court reporters' fees and transcript costs), judgments, fines and amounts paid
in settlement actually or reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, he had no
reasonable cause to believe his conduct was unlawful. A person claiming
indemnification under this Section 5.01 shall be presumed, in respect of any act
or omission giving rise to such claim for indemnification, to have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal matter, to have
had no reasonable cause to believe his conduct was unlawful, and the termination
of any action, suit or proceeding by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself, rebut
such presumption.
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SECTION 7.02. COURT-APPROVED INDEMNIFICATION. Anything
contained in the by-laws or elsewhere to the contrary notwithstanding:
(A) the corporation shall not indemnify any officer or
director of the corporation who was a party to any completed action or suit
instituted by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, trustee, officer, employee or agent of another corporation
(domestic or foreign, nonprofit or for profit), partnership, joint venture,
trust or other enterprise, in respect of any claim, issue or matter asserted in
such action or suit as to which he shall have been adjudged to be liable for
acting with reckless disregard for the best interest of the corporation or
misconduct (other than negligence) in the performance of his duty to the
corporation unless and only to the extent that the Court of Common Pleas of
Franklin County, Ohio, or the court in which such action or suit was brought
shall determine upon application that, despite such adjudication of liability,
and in view of all the circumstances of the case, he is fairly and reasonably
entitled to such indemnity as such Court of Common Pleas or such other court
shall deem proper; and
(B) the corporation shall promptly make any such unpaid
indemnification as is determined by a court to be proper as contemplated by this
Section 7.02.
SECTION 7.03. INDEMNIFICATION FOR EXPENSES. Anything contained
in the by-laws or elsewhere to the contrary notwithstanding, to the extent that
an officer or director of the corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to in
Section 7.01, or in defense of any claim, issue or matter therein, he shall be
promptly indemnified by the corporation against expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and transcript
costs) actually and reasonably incurred by him in connection therewith.
SECTION 7.04. DETERMINATION REQUIRED. Any indemnification
required under Section 7.01 and not precluded under Section 7.02 shall be made
by the corporation only upon a determination that such indemnification of the
officer or director is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 7.01. Such determination may
be made only (A) by a majority vote of a quorum consisting of directors of the
corporation who were not and are not parties to, or threatened with, any such
action, suit or proceeding, or (B) if such a quorum is not obtainable or if a
majority of a quorum of disinterested directors so directs, in a written opinion
by independent legal counsel other than an attorney, or a firm having associated
with it any attorney, who has been retained by or who has performed services for
the corporation, or any person to be indemnified, within the past five years, or
(C) by the shareholders, or (D) by the Court of Common Pleas of Franklin County,
Ohio, or (if the corporation is a party thereto) the court in which such action,
suit or proceeding was brought, if any; any such determination may be made by a
court under division (D) of this Section 7.04 at any time including, without
limitation, any time before, during or after the time when any such
determination may be requested of, be under consideration by or have been denied
or disregarded by the disinterested directors under division (A) or by
independent legal counsel under division (B) or by the shareholders under
division (C) of this Section 7.04; and no failure for any reason to make any
such determination, and no decision for any reason to deny any such
determination, by the disinterested directors under division (A) or by
independent legal counsel under division (B) or by shareholders under division
(C) of this Section 7.04 shall be evidence in rebuttal of the presumption
recited in Section 7.01. Any determination made by the disinterested directors
under division (A) or by independent legal counsel under division (B) of this
Section 7.04 to make indemnification respect of any claim, issue or matter
asserted in an action or suit threatened or brought by or in the right of the
corporation shall be promptly communicated to the person who threatened or
brought such action or suit, and within ten (10) days after receipt of such
notification such person shall have the right to petition the Court of Common
Pleas of Franklin County, Ohio, or the court in which such action or suit was
brought, if any, to review the reasonableness of such determination.
SECTION 7.05. ADVANCES FOR EXPENSES. Expenses (including,
without limitation, attorneys' fees, filing fees, court reporters' fees and
transcript costs) incurred in defending any action, suit or proceeding referred
to in Section 7.01 shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding to or on behalf of the officer or
director promptly as such expenses are incurred by him, but only if such officer
or director shall first agree, in writing, to repay all amounts so paid in
respect of any claim, issue or other matter asserted in such action, suit or
proceeding in defense of which he shall not have been successful on the merits
or otherwise:
(A) if it shall ultimately be determined as provided in
Section 7.04 that he is not entitled to be indemnified by the corporation as
provided under Section 7.01; or
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(B) if, in respect of any claim, issue or other matter
asserted by or in the right of the corporation in such action or suit, he shall
have been adjudged to be liable for acting with reckless disregard for the best
interests of the corporation or misconduct (other than negligence) in the
performance of his duty to the corporation, unless any only to the extent that
the Court of Common Pleas of Franklin County, Ohio, or the court in which such
action or suit was brought shall determine upon application that, despite such
adjudication of liability, and in view of all the circumstances, he is fairly
and reasonably entitled to all or part of such indemnification.
SECTION 7.06. ARTICLE SEVEN NOT EXCLUSIVE. The indemnification
provided by this Article Seven shall not be deemed exclusive of any other rights
to which any person seeking indemnification may be entitled under the
certificate of incorporation or any by-law, agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be an officer or director of the
corporation and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
SECTION 7.07. INSURANCE. The corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee, or agent of another
corporation (domestic or foreign, nonprofit or for profit), partnership, joint
venture, trust or other enterprise, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the obligation or the power to
indemnify him against such liability under the provisions of this Article Seven.
SECTION 7.08. CERTAIN DEFINITIONS. For purposes of this
Article Seven, and as examples and not by way of limitations:
(A) a person claiming indemnification under this Article Seven
shall be deemed to have been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Section 7.01, or in defense of any
claim, issue or other matter therein, if such action, suit or proceeding shall
be terminated as to such person, with or without prejudice, without the entry of
a judgment or order against him, without a conviction of him, without the
imposition of a fine upon him and without his payment or agreement to pay any
amount in settlement thereof (whether or not any such termination is based upon
a judicial or other determination of the lack of merit of the claims made
against him or otherwise results in a vindication of him); and
(B) references to an "other enterprise" shall include employee
benefit plans; references to a "fine" shall include any excise taxes assessed on
a person with respect to an employee benefit plan; and references to "serving at
the request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee or agent with respect to
any employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the best
interests of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the corporation" with the meaning of that term as used in this Article Seven.
SECTION 7.09. VENUE. Any action, suit or proceeding to
determine a claim for indemnification under this Article Seven may be maintained
by the person claiming such indemnification, or by the corporation, in the Court
of Common Pleas of Franklin County, Ohio. The corporation and (by claiming such
indemnification) each such person consent to the exercise of jurisdiction over
its or his person by the Court of Common Pleas of Franklin County, Ohio, in any
such action, suit or proceeding.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
4.01 Westwood Homestead Financial Corporation 1997
Stock Option Plan.
4.02 The Registrant's Third Restated Certificate of
Incorporation.
4.03 Certificate of Amendment to Registrant's
Certificate of Incorporation, dated July 12, 1994.
4.04 Certificate of Amendment to Registrant's
Certificate of Incorporation, dated September 23,
1996.
4.05 Certificate of Amendment to Registrant's
Certificate of Incorporation, dated May 29, 1998.
4.06 Certificate of Amendment to Registrant's
Certificate of Incorporation, dated December 20,
1999.
4.07 1987 Amended and Restated Bylaws of the
Registrant.
5.01 Opinion of Vorys, Sater, Seymour and Pease LLP.
23.01 Consent of Vorys, Sater, Seymour and Pease LLP
(included in Exhibit 5.01).
23.02 Consent of Grant Thornton LLP, independent public
accountants.
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or
sells securities, a post-effective amendment to this
registration statement to:
(i) Include any prospectus required by section
10(a)(3) of the Securities Act of 1933 (the
"Securities Act");
(ii) Reflect in the prospectus any facts or events
which, individually or together, represent a
fundamental change in the information in the
registration statement; and notwithstanding
the foregoing, any increase or decrease in
volume of securities offered (if the total
dollar value of securities offered would not
exceed that which was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in the volume and
price represent no more than a 20% change in
the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table
in the effective registration statement; and
(iii) Include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement.
provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the registrant pursuant to section 13 or section 15(d) of the
1934 Act that are incorporated by reference in this
registration statement.
(2) For determining liability under the Securities Act,
to treat each post-effective amendment as a new
registration statement of the securities offered, and
the offering of the securities at that time to be the
initial bona fide offering; and
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(3) To file a post-effective amendment to remove from
registration any of the securities that remain unsold
at the end of the offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions discussed in Item 6 hereof,
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereby, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cambridge, State of Ohio, on December 29, 1999.
CAMCO FINANCIAL CORPORATION
By: /s/ Larry A. Caldwell
---------------------------
Larry A. Caldwell
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and as of the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Larry A. Caldwell Director December 29, 1999
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Larry A. Caldwell
/s/ Anthony J. Popp Director December 29, 1999
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Anthony J. Popp
/s/ James R. Hanawalt Director December 29, 1999
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James R. Hanawalt
/s/ Robert C. Dix, Jr. Director December 29, 1999
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Robert C. Dix, Jr.
/s/ Samuel W. Speck Director December 29, 1999
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Samuel W. Speck
/s/ Jeffrey T. Tucker Director December 29, 1999
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Jeffrey T. Tucker
/s/ Kenneth R. Elshoff Director December 29, 1999
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Kenneth R. Elshoff
/s/ Eric G. Spann Director December 29, 1999
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Eric G. Spann
/s/ Paul D. Leake Director December 29, 1999
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Paul D. Leake
/s/ Gary Crane Chief Financial December 29, 1999
- -------------------------- Officer
Gary Crane
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EXHIBIT INDEX
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Exhibit No. Exhibit
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4.01 Westwood Homestead Financial Corporation 1997 Stock
Option Plan
4.02 The Registrant's Third Restated Certificate of
Incorporation.
4.03 Certificate of Amendment to Registrant's Certificate
of Incorporation, dated July 12, 1994.
4.04 Certificate of Amendment to Registrant's Certificate
of Incorporation, dated September 23, 1996.
4.05 Certificate of Amendment to Registrant's Certificate
of Incorporation, dated May 29, 1998.
4.06 Certificate of Amendment to Registrant's Certificate
of Incorporation, dated December 20, 1999.
4.07 1987 Amended and Restated Bylaws of the Registrant. Incorporated by reference to Camco's Annual
Report on Form 10-KSB for the fiscal year ended
December 31, 1995, filed with the Securities and
Exchange Commission on April 1, 1996. Exhibit 3(iii).
5.01 Opinion of Vorys, Sater, Seymour and Pease LLP.
23.01 Consent of Vorys, Sater, Seymour and Pease LLP
(included in Exhibit 5.01).
23.02 Consent of Grant Thornton LLP, independent public
accountants.
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