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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): January 8, 1998
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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 (Commission File No.) (IRS Employer I.D. No.)
of 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 28, 1997, Camco Financial Corporation, a Delaware
corporation ("Camco"), GF Bancorp, Inc., a Delaware corporation ("GFBC"), First
Federal Savings Bank of Washington Court House, a federal savings bank and
wholly-owned subsidiary of Camco ("First Federal") and Germantown Federal
Savings Bank, a federal savings bank and wholly-owned subsidiary of GFBC
("Germantown Federal") entered into an Agreement of Merger and Plan of
Reorganization, (the "Agreement"), providing for the merger of GFBC with and
into Camco (the "Merger") and the merger of Germantown Federal with and into
First Federal (the "Bank Merger"). The stockholders of GFBC adopted the
Agreement at a Special Meeting held on December 16, 1997. The Merger and the
Bank Merger were approved by the Office of Thrift Supervision on December 24,
1997, and became effective on January 8, 1998, at 11:59 p.m. and on January 9,
1998, at 12:01 a.m., respectively.
In accordance with the terms and subject to the conditions of
the Agreement, each of the outstanding shares of GFBC common stock were
cancelled and extinguished at the effective time of the Merger in consideration
and exchange for 1.32 shares of Camco common stock (the "Per Share Merger
Consideration") and an appropriate fraction of $25.70 in cash for any fractional
shares created. At the effective time of the Merger, there were 320,705 shares
of GFBC issued and outstanding. Therefore, the aggregate Per Share Merger
Consideration to be paid by Camco is approximately 423,330 shares of Camco
common stock.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of the acquired business reported
in Item 2 will be filed by amendment to this Form 8-K within 60 days of January
23, 1998, if required.
(b) Pro forma financial information for the transaction
reported in item 2 will be filed by amendment to this Form 8-K within 60 days
of January 23, 1998, if required.
(c) Exhibits - News release of Camco dated January 9, 1998.
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INDEX TO EXHIBITS
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Exhibit Number Description
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99 News Release of Camco Financial Corporation
dated January 9, 1998.
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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: January 22, 1998