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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 1997
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CAMCO FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-25196 51-0110823
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(State or other jurisdiction of (Commission File No.) (IRS Employer I.D. No.)
incorporation)
814 Wheeling Avenue, Cambridge, Ohio 45725-0708
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (614) 432-5641
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ITEM 5. OTHER EVENTS.
On July 28, 1997, Camco Financial Corporation, a Delaware corporation
("Camco") and its wholly-owned subsidiary, First Federal Savings Bank of
Washington Court House, a savings bank organized under the laws of the United
States ("First Federal") and GF Bancorp, Inc., a Delaware corporation ("GFB"),
and its wholly-owned subsidiary, Germantown Federal Savings Bank, a savings bank
organized under the laws of the United States ("Germantown"), entered into an
Agreement and Plan of Reorganization, a copy of which is attached hereto as
Exhibit 2 (the "Agreement"). The Agreement provides for the merger of GFB with
and into Camco (the "Merger") and the merger of Germantown with and into First
Federal (the "Bank Merger"). The following summary of some of the material terms
and conditions of the Agreement is qualified in its entirety by reference to
Exhibit 2.
In accordance with the terms and subject to the conditions of the
Agreement, each of the outstanding shares of GFB will be canceled and
extinguished on the effective date of the Merger in consideration and exchange
for 1.616 shares of Camco, subject to certain adjustments specified in the
Agreement (the "Per Share Merger Consideration").
On July 28, 1997, there were 292,958 shares of GFB issued and outstanding
and 27,747 shares of GFB subject to outstanding options (the "GFB Options"). At
the effective time of the Merger, the GFB Options will be assumed by Camco and
upon exercise, each holder of GFB Options will receive a number of Camco shares
equal to the number of shares of GFB subject to the GFB Option multiplied by the
Per Share Merger Consideration. The per share exercise price of the GFB Options
after the effective time of the Merger will equal the per share exercise price
of the GFB Options immediately before the closing of the merger divided by the
Per Share Merger Consideration.
At July 28, 1997, there were 3,214,193 shares of Camco issued and
outstanding. Assuming the issuance of 1.616 Camco shares in exchange for each
share of GFB, the exercise of all of the GFB Options before the consummation of
the Merger and the absence of any dissenting shares, Camco would issue
approximately 518,259 shares in the Merger. The total number of outstanding
shares of Camco after the Merger would then equal approximately 3,732,452, of
which 13.9% would be held by former shareholders of GFB.
As of March 31, 1997, GFB had total assets of approximately $48.1 million
and shareholders' equity of approximately $6.4 million.
The consummation of the Merger and the Bank Merger are subject to a number
of conditions, including, but not limited to, the approval of the appropriate
regulatory agencies; the approval of the requisite number of shareholders of
GFB, First Federal and Germantown; and the receipt of the opinions of the
investment bankers of both Camco and GFB to the affect that the Merger is fair
to their respective shareholders from a financial point of view. The Agreement
may be terminated by the Board of Directors of Camco or GFB if the Merger is not
consummated on or before June 30, 1998.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) and (b). Not applicable.
(c) Exhibits.
See Index to Exhibits.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAMCO FINANCIAL CORPORATION
By: /s/ Larry A. Caldwell
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Larry A. Caldwell, President
Date: August 2, 1997
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INDEX TO EXHIBITS
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Exhibit Number Description
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2 Agreement and Plan of Merger and Reorganization, dated July 28,
1997, by and among Camco Financial Corporation, First Federal
Savings Bank of Washington Court House, GF Bancorp, Inc. and
Germantown Federal Savings Bank
99 News Release of Camco Financial Corporation dated July 28, 1997
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