-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NvcRYCm8AIEUTKu9rMWbnauo2tMqLvNnk6jbvFuruQK0w3QoR+7yN2ExTgHODtZA aTWvQhOtwPoo2KbMoW2dNw== 0000896463-97-000103.txt : 19970512 0000896463-97-000103.hdr.sgml : 19970512 ACCESSION NUMBER: 0000896463-97-000103 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970509 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMCO FINANCIAL CORP CENTRAL INDEX KEY: 0000016614 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 510110823 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-06369 FILM NUMBER: 97598644 BUSINESS ADDRESS: STREET 1: 814 WHEELING AVENUE CITY: CAMBRIDGE STATE: OH ZIP: 43725 BUSINESS PHONE: 6144325641 POS AM 1 As filed with the Securities and Exchange Commission on May 9, 1997 Registration No. 333-6369 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ______________________ POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ CAMCO FINANCIAL CORPORATION __________________________________________________________ (Exact name of registrant as specified in its charter) DELAWARE 6035 51-0110823 _________________________ _______________________ _________________ (State or other (Primary Standard (I.R.S. jurisdiction Industrial Employer of incorporation or Classification Code Identification organization) Number) No.) 814 Wheeling Avenue Cambridge, Ohio 43725 (614) 432-5641 ___________________________________________________________ (Address, including ZIP Code, and telephone number, including area code, of agent for service) Copies to: MR. LARRY A. CALDWELL TERRI R. ABARE, ESQ. Camco Financial MARIANNE E. ROCHE, ESQ. Corporation Vorys, Sater, Seymour and Pease 814 Wheeling Avenue 221 E. Fourth Street Cambridge, Ohio 43725 Suite 2100, Atrium Two Cincinnati, Ohio 45202 Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement has become effective and all other conditions to the consummation of the transactions described in the closed Prospectus/Joint Proxy Statement have been satisfied or waived. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] CALCULATION OF REGISTRATION FEE Title of each class of Proposed securities Proposed maximum maximum Amount of to be Amount to offering price aggregate registration registered be registered per unit(1) price(1) fee _____________ _____________ ________________ __________ ____________ Common Stock, 940,412 $14.39 $13,533,110.75 $4,667 $1.00 par shares of value per share Common Stock(2) 47,022 shares of Common Stock(3) 987,434 $13.33(5) $13,167,531.00(5) $4,540(6) shares of Common Stock(4) (1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f) on the basis of the market value of the shares of common stock of First Ashland Financial Corporation on June 14, 1996, as determined pursuant to Rule 457(c), less the aggregate $9.00 cash portion of the Per Share Merger Consideration. (2) Original number of shares registered at the initial filing of this Registration Statement. (3) Additional shares to be registered with the filing of this Pre-Effective Amendment No. 1. The number of shares to be registered has increased from 940,412 to 987,434, because the Registrant paid a 5% stock dividend in July 1996, which has resulted in an increase in the number of shares to be issued in this acquisition. (4) Total number of shares to be registered under this Registration Statement. (5) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f) on the basis of the market value of the shares of common stock of First Ashland Financial Corporation on July 26, 1996, as determined pursuant to Rule 457(c), less the aggregate $9.00 cash portion of the Per Share Merger Consideration. (6) The Registrant paid the registration fee of $4,667 on June 20, 1996, the date of the filing of this Registration Statement. Because the market value of the shares of common stock of First Ashland Financial Corporation on July 26, 1996, was $.025 less than on June 14, 1996, the aggregate registration fee has decreased and no additional filing fee is required for the additional shares to be registered. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine. -2- CAMCO FINANCIAL CORPORATION POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Camco Financial Corporation ("Camco") hereby removes from registration 1,560 shares of Common Stock, because only 985,874 of the 987,434 shares registered were issued in the offering made pursuant to Camco's Registration Statement on Form S-4. SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, State of Ohio, on May 8, 1997. CAMCO FINANCIAL CORPORATION By: Larry A. Caldwell _________________________________ Larry A. Caldwell its President, Chief Executive Officer and a Director Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on May 8, 1997. Signature Title Anthony J. Popp Principal Financial Officer, Principal ______________________________ Accounting Officer and a Director Anthony J. Popp Samuel W. Speck Director ______________________________ Samuel W. Speck Jeffrey T. Tucker Director ______________________________ Jeffrey T. Tucker James R. Hanawalt Director ______________________________ James R. Hanawalt Robert C. Dix, Jr. Director ______________________________ Robert C. Dix, Jr. Paul D. Leake Director ______________________________ Paul D. Leake Kenneth R. Elshoff Director ______________________________ Kenneth R. Elshoff -3- -----END PRIVACY-ENHANCED MESSAGE-----