-----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, D6EAgr0yo6Y8DGblnBFCogN2wJfQv767E2lHI8gqB+A/6+DT2SgThVPefm11gqK4 Pi16Rez9Wl2dqZ1zV7XzSQ== 0000950152-98-000363.txt : 19980123 0000950152-98-000363.hdr.sgml : 19980123 ACCESSION NUMBER: 0000950152-98-000363 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980108 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980122 SROS: NONE 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: 8-K SEC ACT: SEC FILE NUMBER: 000-25196 FILM NUMBER: 98510906 BUSINESS ADDRESS: STREET 1: 814 WHEELING AVE CITY: CAMBRIDGE STATE: OH ZIP: 43725 BUSINESS PHONE: 6144325641 8-K 1 CAMCO FINANCIAL CORPORATION 8-K 1 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 --------------- CAMCO FINANCIAL CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 0-25196 51-0110823 -------- ------- ---------- (State or other jurisdiction (Commission File No.) (IRS Employer I.D. No.) of incorporation) 814 Wheeling Avenue, Cambridge, Ohio 45725-0708 ----------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (614) 432-5641 ---------------------------- 2 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. - ------- ---------------------------------- (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. - -------------------------------------------------------------------------------- INDEX TO EXHIBITS ----------------- Exhibit Number Description - -------------- ----------- 99 News Release of Camco Financial Corporation dated January 9, 1998. 3 SIGNATURES ---------- 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 ------------------------------- Larry A. Caldwell, President Date: January 22, 1998 EX-99 2 EXHIBIT 99 1 Exhibit 99 CAMCO FINANCIAL CORPORATION 814 Wheeling Avenue P.O. Box 708 Cambridge, Ohio 43725-0708 Phone: 614-432-5641 Fax: 614-432-6107 Camco Financial Corporation Corrects and Replaces Previous Acquisition Announcement Note: The following news release replaces and corrects the previous Camco Financial news release which was faxed to you earlier today, Friday, January 9, 1998. Camco Financial Completes Acquisition of GF Bancorp --------------------------------------------------- CAMBRIDGE, Ohio--Jan. 9, 1998-- Camco Financial Corp. (NASDAQ:CAFI) announced today the completion of Camco's acquisition of GF Bancorp Inc., the holding company for Germantown Federal Savings Bank. GF Bancorp reported assets of $49.4 million and equity of $6.8 million on Sept. 30, 1997. The effective date of the acquisition was Jan. 8, 1998. As a result of the acquisition, the former Germantown Federal offices in Germantown and New Lebanon, Ohio, will continue to operate as branches of First Federal Savings Bank of Washington Court House, a subsidiary of Camco. In accordance with the acquisition agreement that was signed in July 1997, each GF Bancorp stockholder will receive 1.320 shares of Camco stock for each share of GF Bancorp held on Jan. 8, 1998. Based on the Jan. 8, 1998 closing price of $26.50 for Camco stock on the Nasdaq National Market, the market value of the 1.320 Camco shares received for each GF Bancorp share is approximately $34.98, and the aggregate market value is $11.2 million based on 320,705 GF Bancorp shares outstanding. Larry A. Caldwell, president & CEO of Camco, commented, "The increase in the market value of Camco's stock since the agreement was signed last July has made this acquisition even more valuable to the GF Bancorp stockholders." Camco's stock price was $18.75 on July 25, 1997, the trading date before the merger agreement was signed. As a result of the increase in Camco's market price, Camco will issue fewer shares in the merger, but those shares will have a higher market value. The GF Bancorp stockholders will participate in the Camco dividend of $.135 payable Jan. 20, 1998, to stockholders of record on Jan. 9, 1998, the day after the effective date of the merger. Caldwell noted, "The timing is very beneficial to the GB Bancorp stockholders, and Camco is delighted to start on such a positive note with its newest stockholders." Payment of the dividend to former GF Bancorp stockholders will occur in conjunction with the exchange of GF Bancorp certificates for Camco stock certificates. 2 Camco, a multi-state/multi-bank holding company, reported assets of $502.2 million and equity of $48.2 million as of Sept. 30, 1997. Through its subsidiaries, Camco provides a broad array of financial services now to 19 communities in Ohio, Kentucky and West Virginia. CONTACT: Camco Financial Corp., Cambridge Larry A. Caldwell, 614/432-5641 -----END PRIVACY-ENHANCED MESSAGE-----