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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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AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (hereinafter referred
to as the "AGREEMENT") is made and entered into this 28th day of July, 1997, by
and among Camco Financial Corporation, a Delaware corporation (hereinafter
referred to as "CAMCO"); First Federal Savings Bank of Washington Court House, a
savings bank organized under the laws of the United States (hereinafter referred
to as "FIRST FEDERAL"); GF Bancorp, Inc., a Delaware corporation (hereinafter
referred to as "GFBC"); and Germantown Federal Savings Bank, a savings bank
organized under the laws of the United States (hereinafter referred to as
"GERMANTOWN");
WITNESSETH:
WHEREAS, the authorized capital of CAMCO consists of 4,900,000 shares of
common stock, par value One Dollar ($1.00) per share (hereinafter referred to as
the "CAMCO SHARES"), 3,214,193 of which are issued and outstanding and 235,828
of which are reserved for issuance upon the exercise of outstanding stock
options, and 100,000 preferred shares, par value One Dollar ($1.00) per share,
none of which is issued or outstanding;
WHEREAS, the authorized capital of FIRST FEDERAL consists of 500,000 common
shares, par value One Dollar ($1.00) per share, 180,000 of which are issued and
outstanding and are owned of record by CAMCO and 500,000 preferred shares, par
value One Dollar ($1.00) per share, none of which is issued or outstanding;
WHEREAS, the authorized capital of GFBC consists of 1,250,000 common
shares, par value One Cent ($0.01) per share, 292,958 of which are issued and
outstanding and held of record by approximately 170 shareholders (hereinafter
referred to as the "GFBC SHARES"), and 27,747 of which are reserved for issuance
upon the exercise of outstanding stock options (hereinafter referred to as the
"GFBC OPTIONS"), and 250,000 preferred shares, par value One Cent ($0.01) per
share, none of which is issued or outstanding;
WHEREAS, the authorized capital of GERMANTOWN consists of 1,250,000 common
shares, par value One Cent ($0.01) per share, 100,000 of which are issued and
outstanding and are owned of record by GFBC and 250,000 preferred shares, par
value One Cent ($0.01) per share, none of which is issued or outstanding; and
WHEREAS, the Boards of Directors of CAMCO, FIRST FEDERAL, GFBC and
GERMANTOWN believe that the merger of GFBC with and into CAMCO, followed by the
merger of GERMANTOWN with and into FIRST FEDERAL is in the best interest of each
party and its respective shareholders;
NOW THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, CAMCO, FIRST FEDERAL, GFBC and GERMANTOWN,
each intending to be legally bound, hereby agree as follows:
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ARTICLE ONE
THE MERGERS
SECTION 1.01. MERGER OF CAMCO AND GFBC. Subject to the terms and conditions
of this AGREEMENT, and pursuant to the provisions of the Delaware General
Corporation Law (hereinafter referred to as the "DGCL"), the Home Owners Loan
Act ("HOLA") and the rules and regulations promulgated thereunder (the "THRIFT
REGULATIONS"), GFBC shall merge with and into CAMCO (hereinafter referred to as
the "COMPANY MERGER") at the COMPANY EFFECTIVE TIME (hereinafter defined). CAMCO
shall be the continuing, surviving and resulting corporation in the COMPANY
MERGER and shall continue to exist as a Delaware corporation. CAMCO shall be the
only one of CAMCO and GFBC to continue its separate corporate existence after
the COMPANY EFFECTIVE TIME. The name of the continuing, surviving and resulting
corporation shall remain "Camco Financial Corporation". From and after the
COMPANY MERGER, CAMCO, as the surviving corporation, shall possess all assets
and property of every description, and every interest in the assets and
property, wherever located, and the rights, privileges, immunities, powers,
franchises and authority, of a public as well as a private nature, of CAMCO and
GFBC and all obligations belonging or due to each of them.
SECTION 1.02. MERGER OF FIRST FEDERAL AND GERMANTOWN. Subject to the terms
and conditions of this AGREEMENT, and pursuant to the provisions of the HOLA and
the THRIFT REGULATIONS, GERMANTOWN shall merge with and into FIRST FEDERAL
(hereinafter referred to as the "BANK MERGER") at the BANK EFFECTIVE TIME
(hereinafter defined). FIRST FEDERAL shall be the continuing, surviving and
resulting corporation in the BANK MERGER and shall continue to exist as a
savings and loan association incorporated under the HOLA. FIRST FEDERAL shall be
the only one of FIRST FEDERAL and GERMANTOWN to continue its separate corporate
existence after the BANK EFFECTIVE TIME.
SECTION 1.03. EXECUTION OF AGREEMENT OF MERGER. FIRST FEDERAL and
GERMANTOWN shall duly execute and deliver a merger agreement in the form of the
Merger Agreement attached hereto as Exhibit A (hereinafter referred to as the
"BANK MERGER AGREEMENT").
SECTION 1.04. CLOSINGS. (a) The closing of the COMPANY MERGER pursuant to
this AGREEMENT (hereinafter referred to as the "COMPANY CLOSING") shall take
place at a date and time selected by CAMCO as soon as practicable after the
satisfaction or waiver of the last of the conditions to the COMPANY MERGER set
forth in Article Seven of this AGREEMENT to be satisfied, which date shall not
be later than 30 days after such satisfaction or waiver.
(b) On the day of the COMPANY CLOSING, CAMCO and GFBC shall cause a
Certificate of Merger in respect of the COMPANY MERGER to be filed in the Office
of the Delaware Secretary of State in accordance with Title 8, Chapter 1,
Subchapter IX, Section
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251 of the Delaware Code. The COMPANY MERGER shall become effective at the date
and time indicated on such filing made with the Delaware Secretary of State
(hereinafter referred to as the "COMPANY EFFECTIVE TIME").
(c) The closing of the BANK MERGER pursuant to this AGREEMENT and the BANK
MERGER AGREEMENT (hereinafter referred to as the "BANK CLOSING") shall take
place at a date and time selected by CAMCO after the COMPANY EFFECTIVE TIME.
(d) FIRST FEDERAL and GERMANTOWN shall cause Articles of Combination in
respect of the BANK MERGER to be filed with the Office of Thrift Supervision
(hereinafter referred to as the "OTS") in accordance with the THRIFT
REGULATIONS. The BANK MERGER shall become effective at the date specified in the
BANK MERGER AGREEMENT and the endorsement of the Articles of Combination (herein
referred to as the "BANK EFFECTIVE TIME"), which date and time shall be after
the COMPANY EFFECTIVE TIME.
SECTION 1.05. ADOPTION BY SHAREHOLDERS. (a) This AGREEMENT shall be
submitted for consideration and adoption by the shareholders of GFBC entitled to
vote at an annual meeting of shareholders or a special meeting of shareholders
called for such purpose to be held at a time, date and place to be determined by
the Board of Directors of GFBC, subject to applicable laws and regulations.
(b) This AGREEMENT and the BANK MERGER AGREEMENT shall be considered and
adopted by CAMCO, as the sole shareholder of FIRST FEDERAL, and by GFBC, as the
sole shareholder of GERMANTOWN.
SECTION 1.06. REGULATORY FILINGS. (a) CAMCO shall prepare and cause to be
filed with the OTS, such applications, notices or other instruments as may be
required for approval of the COMPANY MERGER and the BANK MERGER (hereinafter
referred to collectively as the "REGULATORY APPLICATIONS").
(b) CAMCO shall prepare and cause to be filed with the Securities and
Exchange Commission (hereinafter referred to as the "SEC") a registration
statement on Form S-4, or such other form as may be required by the SEC
(hereinafter referred to as the "REGISTRATION STATEMENT"), to register under the
Securities Act of 1933 the CAMCO SHARES to be issued to shareholders of GFBC in
the COMPANY MERGER as provided in Section 2.01 of this AGREEMENT.
SECTION 1.07. CERTIFICATE OF INCORPORATION AND BYLAWS OF CAMCO AS THE
SURVIVING CORPORATION. The Certificate of Incorporation and Bylaws of Camco
Financial Corporation, as in effect immediately prior to the COMPANY EFFECTIVE
TIME, shall be the Certificate of Incorporation and Bylaws of the surviving
corporation of the COMPANY MERGER, until either is thereafter amended in
accordance with applicable law.
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ARTICLE TWO
CONVERSION AND CANCELLATION OF GFBC SHARES
SECTION 2.01. CONVERSION AND CANCELLATION OF GFBC SHARES. At the COMPANY
EFFECTIVE TIME and as a result of the COMPANY MERGER, automatically and without
further act of CAMCO, FIRST FEDERAL, GFBC, GERMANTOWN or the holders of CAMCO
SHARES or GFBC SHARES, the following shall occur:
(a) Each GFBC SHARE shall be cancelled and extinguished and, in
substitution and exchange therefor, the holders thereof shall be entitled,
subject to and upon compliance with Section 2.03 of this AGREEMENT, to receive
from CAMCO 1.616 CAMCO SHARES, subject to possible adjustment as set forth below
(the "EXCHANGE RATIO").
(i) If the AVERAGE CLOSING PRICE (as hereinafter defined) of CAMCO
SHARES is greater than $20.99 or is less than $15.51, the
EXCHANGE RATIO shall be adjusted to become the product of
multiplying 1.616 by a fraction, the numerator of which is $20.99
if the AVERAGE CLOSING PRICE is greater than $20.99, and $15.51
if the AVERAGE CLOSING PRICE is less than $15.51 and the
denominator of which is the AVERAGE CLOSING PRICE. The AVERAGE
CLOSING PRICE shall be the mean of the average of the daily
closing bid and asked prices of CAMCO SHARES as reported on The
Nasdaq National Market System (as reported by a mutually agreed
upon authoritative source) for the twenty most recent trading
days ending at the close of trading on the date three days prior
to the COMPANY CLOSING.
(ii) The EXCHANGE RATIO shall be adjusted to reflect any stock split,
stock dividend or distributions in, or combinations or
subdivisions of, CAMCO SHARES, between the date hereof and the
COMPANY EFFECTIVE TIME.
(iii) No fractional shares will be issued, and cash will be paid in
lieu of fractional shares based on the AVERAGE CLOSING PRICE. No
interest shall be payable with respect to such cash payment.
(b) CAMCO SHARES issued and outstanding before the COMPANY EFFECTIVE TIME
shall remain issued and outstanding after the COMPANY EFFECTIVE TIME.
(c) Any treasury shares held by GFBC and any GFBC SHARES owned by CAMCO for
its own account shall be cancelled and retired at the COMPANY EFFECTIVE TIME and
no consideration shall be issued in exchange therefor.
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SECTION 2.02. GFBC OPTIONS.
(a) At the COMPANY EFFECTIVE TIME, the GF Bancorp, Inc. Stock Option Plan
(the "OPTION PLAN") and GFBC OPTIONS not yet exercised at such time,
representing a right to purchase not more than 27,747 GFBC SHARES, shall be
assumed by CAMCO. No option to purchase GFBC SHARES granted on or after July 9,
1997 shall be valid in any respect.
The number of CAMCO SHARES to be issued upon the exercise of a GFBC OPTION
which is exercised after the COMPANY EFFECTIVE TIME shall be equal to the number
of GFBC SHARES subject to such GFBC OPTIONS immediately prior to the date of the
COMPANY CLOSING multiplied by the EXCHANGE RATIO (with the product rounded down
to the next whole share), and the per share exercise price shall be adjusted by
dividing the per share exercise price under each such GFBC OPTION by the
EXCHANGE RATIO (with the quotient rounded up to the next whole cent). CAMCO and
its Compensation Committee shall be substituted for GFBC and the Committee of
the GFBC Board of Directors administering the OPTION PLAN. Each GFBC OPTION
shall, in accordance with its terms, be subject to further adjustment as
appropriate to reflect any stock split, dividends payable in stock,
recapitalization or other similar transaction subsequent to the COMPANY
EFFECTIVE TIME.
(b) The CAMCO SHARES covered by the GFBC OPTIONS to be issued pursuant to
Section 2.02(a) shall be covered by a registration statement filed with the SEC
and effective at the COMPANY EFFECTIVE TIME, and CAMCO shall take all actions
necessary to maintain the effectiveness of such registration statement until all
GFBC OPTIONS have been exercised or terminated. When CAMCO SHARES are issued
upon the exercise of GFBC OPTIONS, such CAMCO SHARES shall be duly authorized,
validly issued, fully paid and non-assessable and not subject to or in violation
of any preemptive rights. CAMCO shall reserve sufficient CAMCO SHARES for
issuance with respect to such options. CAMCO shall also take any reasonable
action required to be taken under any applicable state blue sky or securities
laws in connection with the issuance of such shares.
(c) Except as provided in this Section 2.02, all other terms and conditions
of the OPTION PLAN and award grants thereunder shall remain as now existing.
(d) In respect of any stock option which is an "Incentive Stock Option"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (hereinafter referred to as the "CODE"), the conversion hereby provided
for shall comply with the requirements of Section 424(a) of the CODE, including
the requirement that such converted options shall not give to the holder thereof
any benefits additional to those which such holder had prior to such conversion
under the option as originally granted. It is intended that the foregoing
assumption shall be undertaken in a manner that will not constitute a
"modification" as defined in Section 424(h) of the CODE as to any stock option
which is an "Incentive Stock Option".
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(e) Any holder of any GFBC OPTION may exercise such options at any time,
prior to the date of the COMPANY CLOSING as provided in the OPTION PLAN.
SECTION 2.03. SHARE CERTIFICATES IN THE COMPANY MERGER. (a) As soon as
practicable after the COMPANY EFFECTIVE TIME, CAMCO shall mail to each holder of
record of GFBC SHARES a form letter of transmittal and instructions for use in
effecting the surrender for exchange of the certificates formerly evidencing the
GFBC SHARES cancelled and extinguished as a result of the COMPANY MERGER
(hereinafter referred to collectively as the "CERTIFICATES" and individually as
the "CERTIFICATE"). Such letter of transmittal shall specify that the risk of
loss and title to CERTIFICATES shall pass only upon delivery of such
certificates as specified in the Letter of Transmittal. Upon surrender of a
CERTIFICATE for cancellation, together with such letter of transmittal, duly
executed, the holder of such CERTIFICATE shall be entitled to receive in
exchange therefor the consideration to which the holder is entitled in
accordance with the provisions of this AGREEMENT, and the CERTIFICATE so
surrendered shall thereafter be cancelled forthwith. CAMCO may, at its election,
designate an exchange agent to discharge its duties pursuant to this Section
2.03.
(b) In the event that any holder of GFBC SHARES cancelled and extinguished
in accordance with this AGREEMENT is unable to deliver the CERTIFICATE which
evidences such GFBC SHARES, CAMCO, in the absence of actual notice that any GFBC
SHARES theretofore evidenced by any such CERTIFICATE have been acquired by a
bona fide purchaser, shall deliver to such holder the consideration to which
such holder is entitled in accordance with the provisions of this AGREEMENT upon
the presentation of all of the following:
(i) Evidence to the reasonable satisfaction of CAMCO that any such
CERTIFICATE has been lost, wrongfully taken or destroyed;
(ii) Such security or indemnity as may be reasonably requested by
CAMCO to indemnify and hold CAMCO harmless; and
(iii) Evidence to the reasonable satisfaction of CAMCO that such person
is the owner of the GFBC SHARES theretofore represented by each
CERTIFICATE claimed by him to be lost, wrongfully taken or
destroyed and that he is the person who would be entitled to
present each such CERTIFICATE for exchange pursuant to this
AGREEMENT.
(c) In the event that delivery of the consideration provided for herein is
to be made to a person other than the person in whose name the CERTIFICATE
surrendered is registered, the CERTIFICATE so surrendered shall be properly
endorsed or otherwise in proper form for transfer and the person requesting such
issuance or payment shall pay any transfer or other taxes required by reason of
the issuance or payment to a person other than the registered holder of the
CERTIFICATE surrendered or establish to the satisfaction of CAMCO that such tax
has been paid or is not applicable. Until surrendered in accordance with the
provisions of this
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Section 2.03, each CERTIFICATE shall represent for all purposes only
the right to receive the number of CAMCO SHARES determined pursuant to this
AGREEMENT.
(d) No dividends or other distributions declared after the COMPANY
EFFECTIVE TIME with respect to CAMCO SHARES and payable to the holders of record
thereof after the COMPANY EFFECTIVE TIME shall be paid to the holder of any
unsurrendered CERTIFICATE until the holder thereof shall surrender such
CERTIFICATE. Subject to the effect, if any, of applicable law, after the
subsequent surrender and exchange of a CERTIFICATE, the record holder thereof
shall be entitled to receive any such dividends or other distributions, without
any interest thereon, which theretofore had become payable with respect to the
CAMCO SHARES represented by such CERTIFICATE.
(e) No CAMCO SHARES or payment in lieu of fractional shares shall be
delivered by CAMCO to any former holder of GFBC SHARES in accordance with this
AGREEMENT until such holder shall have complied with this Section 2.03.
SECTION 2.04. PAYMENT IN SATISFACTION OF RIGHTS. All payments made upon the
surrender of CERTIFICATES pursuant to this Article Two shall be deemed to have
been made in full satisfaction of all rights pertaining to the shares evidenced
by such CERTIFICATES.
SECTION 2.05. NO FURTHER REGISTRATION OR TRANSFER. After the COMPANY
EFFECTIVE TIME, there shall be no further registration or transfer of GFBC
SHARES on the stock transfer books of GFBC. In the event that, after the COMPANY
EFFECTIVE TIME, CERTIFICATES evidencing such GFBC SHARES are presented for
transfer, they shall be cancelled and exchanged as provided in this Article Two.
SECTION 2.06. DISSENTING SHARES. Any GFBC SHARES held by a holder who
dissents from the COMPANY MERGER in accordance with Section 262 of the DGCL
(hereinafter referred to as "DISSENTING SHARES"), notwithstanding any other
provisions of this AGREEMENT, shall not, after the COMPANY EFFECTIVE TIME, be
entitled to vote for any purpose or to receive any dividends or other
distribution and shall be entitled only to such rights as are afforded in
respect of DISSENTING SHARES pursuant to the DGCL.
ARTICLE THREE
REPRESENTATIONS AND WARRANTIES OF GFBC AND GERMANTOWN
GFBC and GERMANTOWN represent and warrant to CAMCO and FIRST FEDERAL that
each of the following statements is true and accurate in all material respects,
except as otherwise disclosed in a schedule provided by GFBC and GERMANTOWN to
CAMCO prior to the execution of this AGREEMENT (hereinafter referred to as the
"GFBC DISCLOSURE SCHEDULE"):
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SECTION 3.01. ORGANIZATION AND STANDING. (a) GFBC is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has the corporate power and authority to own or hold under lease
all of its properties and assets and to conduct its business and operations as
presently conducted. GFBC is registered as a savings and loan holding company
under the HOLA. GFBC is in compliance in all material respects with all
applicable local, state or federal laws and regulations, including without
limitation, the THRIFT REGULATIONS.
(b) GERMANTOWN is a savings association duly organized and validly existing
under the laws of the United States and has the corporate power and authority to
own or hold under lease all of its properties and assets and to conduct its
business and operations as presently conducted. GERMANTOWN is a member of the
Federal Home Loan Bank of Cincinnati (hereinafter referred to as the "FHLB").
The deposit accounts of GERMANTOWN are insured up to applicable limits by the
Savings Association Insurance Fund administered by the Federal Deposit Insurance
Corporation (the "FDIC") (hereinafter referred to as the "SAIF"). GERMANTOWN is
in compliance in all material respects with all applicable local, state or
federal laws and regulations, including, without limitation, the regulations of
the FDIC and THRIFT REGULATIONS, except to the extent that failure to be in
compliance would not have a material adverse effect on GFBC and GERMANTOWN taken
as a whole. GERMANTOWN is a "domestic building and loan association" as defined
in Section 7701a(19) of the CODE and a "qualified thrift lender" as defined in
12 U.S.C. 1467(a)(m) and the THRIFT REGULATIONS.
SECTION 3.02. QUALIFICATION. GFBC and GERMANTOWN are each either duly
qualified to do business and in good standing in each jurisdiction in which such
qualification is required or the failure to so qualify would not have a material
adverse effect on the business of GFBC or GERMANTOWN.
SECTION 3.03. AUTHORITY OF GFBC AND GERMANTOWN. This AGREEMENT has been
duly executed and delivered by GFBC and GERMANTOWN. The BANK MERGER AGREEMENT
has been duly executed and delivered by GERMANTOWN. Subject to the adoption of
this AGREEMENT by the GFBC shareholders, to the adoption of this AGREEMENT and
the BANK MERGER AGREEMENT by GFBC as the sole shareholder of GERMANTOWN, and to
the filing of all requisite regulatory notices and the receipt of all requisite
regulatory approvals, (a) GFBC has all requisite corporate power and authority
to enter into this AGREEMENT and to perform all of its obligations hereunder;
(b) GERMANTOWN has all requisite corporate power and authority to enter into
this AGREEMENT and the BANK MERGER AGREEMENT and to perform all of its
obligations hereunder and thereunder; (c) the execution and delivery of this
AGREEMENT and the BANK MERGER AGREEMENT and the consummation of the transactions
contemplated hereby and thereby have been duly authorized by all necessary
corporate action by GFBC and GERMANTOWN; and (d) subject to applicable
bankruptcy, insolvency, reorganization and moratorium laws and other laws of
general applicability affecting the enforcement of creditors' rights generally,
and the effect of rules of law governing specific performance, injunctive relief
and other equitable remedies on the enforceability of such documents, and except
to the extent such enforceability may be limited by laws relating to safety and
soundness of insured depository institutions as set forth in 12 U.S.C.
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Section 1818(b) or by the appointment of a conservator by the FDIC, (i) this
AGREEMENT is the valid and binding agreement of GFBC, enforceable against GFBC
in accordance with its terms, and (ii) this AGREEMENT and the BANK MERGER
AGREEMENT are the valid and binding agreements of GERMANTOWN, enforceable
against GERMANTOWN in accordance with their terms.
SECTION 3.04. GOVERNING DOCUMENTS. GFBC has made available, or will
promptly make available, to CAMCO true and accurate copies of its Certificate of
Incorporation and Bylaws and has granted CAMCO access to all records of all
meetings and other corporate actions occurring before the COMPANY EFFECTIVE TIME
by the shareholders, Board of Directors and Committees of the Board of Directors
of GFBC. GERMANTOWN has made available, or will promptly make available, to
CAMCO true and accurate copies of its Charter and Bylaws and has granted or will
grant to CAMCO access to all records of all meetings and other corporate actions
occurring before the COMPANY EFFECTIVE TIME by the shareholders, Board of
Directors and Committees of the Board of Directors of GERMANTOWN. The minute
books of GFBC and GERMANTOWN contain, in all material respects, complete and
accurate records of all meetings and other corporate actions of their
shareholders, Boards of Directors and Committees of the Boards of Directors,
except for minutes of meetings held after July 1, 1997 which are not yet in the
minute books.
SECTION 3.05. NO CONFLICTS. The execution and delivery of this AGREEMENT
and, subject to the adoption of this AGREEMENT by the shareholders of GFBC and
to the regulatory filings and approvals referenced in Section 1.06 of this
AGREEMENT, the consummation of the transactions contemplated hereby will not (a)
conflict with or violate any provision of or result in the breach of any
provision of the Certificate of Incorporation or Bylaws of GFBC or the Charter
or Bylaws of GERMANTOWN; (b) conflict with or violate any provision of or result
in the breach or the acceleration of or entitle any party to accelerate (whether
upon or after the giving of notice or lapse of time or both) any obligation
under, or otherwise materially affect the terms of, any mortgage, lien, lease,
agreement, license, instrument, order, arbitration award, judgment or decree to
which GFBC or GERMANTOWN is a party or by which GFBC or GERMANTOWN or their
property or assets is bound; (c) require the consent of any party to any
agreement or commitment to which GFBC or GERMANTOWN is a party or by which GFBC
or GERMANTOWN or their property or assets is bound, the failure to obtain which
could, individually or in the aggregate with all the other failures to obtain
required consents, have a material adverse effect on the business, operations,
condition (financial or otherwise) or prospects of GFBC or GERMANTOWN; (d)
result in the creation or imposition of any lien, charge, pledge, security
interest or other encumbrance upon any property or assets of GFBC or GERMANTOWN;
or (e) violate or conflict with any applicable law, ordinance, rule or
regulation, including, without limitation, the rules and regulations of the OTS
or the FDIC.
SECTION 3.06. CONSENTS. No consent, approval, order or authorization of, or
registration, declaration or filing with, any governmental authority is required
in connection with the execution and delivery of this AGREEMENT by GFBC or
GERMANTOWN or the consummation by GFBC or GERMANTOWN of the transactions
contemplated hereby, except
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for the filings, authorizations consents or approvals referenced in Sections
1.04, 1.05 and 1.06 of this AGREEMENT.
SECTION 3.07. CAPITALIZATION. (a) The authorized capital of GFBC consists
solely of (i) 1,250,000 common shares, One Cent ($0.01) par value per share,
292,958 of which are issued and outstanding and held of record by approximately
170 shareholders and 27,747 of which are reserved for issuance upon the exercise
of GFBC OPTIONS (all at the option exercise price of $10.00 per share) and (ii)
250,000 preferred shares, One Cent ($0.01) par value, none of which is issued or
outstanding. All of the outstanding GFBC SHARES are duly authorized, validly
issued, fully paid and nonassessable, were issued in full compliance with all
applicable laws and regulations, and were not issued in violation of the
preemptive right of any shareholder of GFBC. Upon the exercise of the GFBC
OPTIONS prior to the date of the COMPANY CLOSING, the GFBC SHARES to be issued
in connection with the exercise of such GFBC OPTIONS will be duly authorized,
validly issued, fully paid and nonassessable, will be issued in full compliance
with all applicable laws and regulations, and will not be issued in violation of
the preemptive right of any shareholder of GFBC. Except for the GFBC OPTIONS,
each of which is identified by type (e.g. incentive stock options or
non-qualified stock options), name of recipient, award date, expiration date,
number of shares and exercise price per share in Section 3.07 of the GFBC
DISCLOSURE SCHEDULE, there are no outstanding subscription rights, options,
conversion rights, warrants or other agreements or commitments of any nature
whatsoever (either firm or conditional) obligating GFBC to issue, deliver or
sell, cause to be issued, delivered or sold, or restricting GFBC from selling
any additional GFBC SHARES, or obligating GFBC to grant, extend or enter into
any such agreement or commitment.
(b) The authorized capital of GERMANTOWN consists of 1,250,000 common
shares, par value One Cent ($0.01) per share, 100,000 of which are issued and
outstanding and held of record by GFBC and 250,000 preferred shares, par value
One Cent ($0.01) per share, none of which is issued or outstanding. All of the
outstanding common shares of GERMANTOWN are duly authorized, validly issued,
fully paid and nonassessable, were issued in full compliance with all applicable
laws and regulations, and were not issued in violation of the preemptive right
of any shareholder of GERMANTOWN. There are no outstanding subscription rights,
options, conversion rights, warrants or other agreements or commitments of any
nature whatsoever (either firm or conditional) obligating GERMANTOWN to issue,
deliver or sell, or to cause to be issued, delivered or sold, any additional
GERMANTOWN SHARES.
SECTION 3.08. SEC REPORTS. GFBC has delivered or made available to CAMCO
copies of the following documents, each of which has been filed with the SEC
(hereinafter referred to as the "GFBC SEC FILINGS"):
(a) The Annual Report on Form 10-KSB filed by GFBC with the SEC for each of
the fiscal years ended March 31, 1996, 1995 and 1994;
(b) The Annual Report to Shareholders for each of the fiscal years ended
March 31, 1996, 1995 and 1994; and
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(c) The Proxy Statement for use in connection with each of the 1996, 1995
and 1994 Annual Meetings of Shareholders.
The GFBC SEC FILINGS did not, as of the dates on which such reports were filed
with the SEC, contain any untrue statement of a material fact or omit any
material fact required to be stated therein or necessary to make the statements
contained therein, in light of the circumstances under which they were made, not
misleading.
GFBC has also delivered to CAMCO copies of the 1997 Annual Report to
Stockholders and Proxy Statement for use in connection with the 1997 annual
meeting of shareholders (not filed with the SEC) which did not, as of the date
on which said documents were delivered to CAMCO, contain any untrue statement of
a material fact or omit any material fact required to be stated therein or
necessary to make the statements contained therein, in light of the
circumstances under which they were made, not misleading.
GFBC has filed a Form 15, effective September 18, 1996, with the SEC
deregistering the GFBC SHARES under Section 12(g) of the Securities Exchange Act
of 1934 (hereinafter referred to as the "1934 ACT"). Since September 18, 1996,
GFBC has not been required to make any filings with the SEC pursuant to Section
13 or 15(d) of the 1934 ACT, except a Post-Effective Amendment to Form S-8..
SECTION 3.09. FINANCIAL STATEMENTS. (a) The consolidated statement of
financial condition of GFBC as of March 31, 1997, and the related statements of
income, stockholders' equity and cash flows for the year ended March 31, 1997,
audited and reported upon by Crowe Chizek and Company, certified public
accountants (hereinafter referred to as "CROWE") and the consolidated statement
of financial condition of GFBC as of March 31, 1996 and the related statements
of income, stockholders' equity and cash flows for each of the two years ended
March 31, 1996 and 1995, audited and reported upon by Arthur Andersen, L.L.P.,
complete copies of which have previously been delivered to CAMCO (hereinafter
referred to as the "GFBC AUDITED FINANCIALS"), have been prepared in conformity
with generally accepted accounting principles (hereinafter referred to as
"GAAP") applied on a consistent basis and fairly present the financial position
of GFBC at such dates and the results of its operations and cash flows for such
periods.
(b) Except as disclosed in the GFBC AUDITED FINANCIALS, as of March 31,
1997, GFBC had no liabilities or obligations material to the business condition
(financial or otherwise) of GFBC and its consolidated subsidiaries taken as a
whole, whether accrued, absolute, contingent or otherwise, and whether due or to
become due.
(c) The GFBC AUDITED FINANCIALS did not, as of the dates thereof, contain
any untrue statement of a material fact or omit to state any material fact
necessary to make the information contained therein, in light of the
circumstances under which they were made, not misleading.
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SECTION 3.10. ABSENCE OF MATERIAL ADVERSE CHANGE: CONDUCT OF BUSINESS.
Since March 31, 1997, there have been no material adverse changes in the
financial condition, assets, liabilities, obligations, properties, business or
prospects of GFBC or GERMANTOWN, taken as a whole; GFBC and GERMANTOWN have
conducted business only in the ordinary and usual course; and GFBC and
GERMANTOWN have not:
(a) Authorized the creation or issuance of, issued, sold or disposed of, or
created any obligation to issue, sell or dispose of, any stock, notes,
bonds or other securities, or any obligation convertible into or
exchangeable for, any shares of their capital stock;
(b) Declared, set aside, paid or made any dividend or other distributions
on their capital stock or directly or indirectly redeemed, purchased or
acquired any shares thereof or entered into any agreement in respect of
the foregoing; except a cash dividend paid by GFBC on May 15, 1997 in
the amount of $0.12 per share;
(c) Effected any stock split, recapitalization, combination, exchange of
shares, readjustment or other reclassification;
(d) Amended their Certificate of Incorporation, Charter or Bylaws;
(e) Purchased, sold, assigned or transferred any material tangible asset or
any material patent, trademark, trade name, copyright, license,
franchise, design or other intangible asset or property;
(f) Mortgaged, pledged or granted or suffered to exist any lien or other
encumbrance or charge on any assets or properties, tangible or
intangible, except for liens for taxes not yet due and payable and such
other liens, encumbrances or charges which do not materially adversely
affect their financial position;
(g) Cancelled any material debts or waived any material claims other than
for adequate consideration;
(h) Incurred any material obligation or liability (absolute or contingent),
including, without limitation, any tax liability or any liability for
borrowings from the FHLB, or paid any material liability or obligation
(absolute or contingent) other than liabilities and obligations
incurred or paid in the ordinary course of business and consistent with
past practice;
(i) Experienced any material change in the amount or general composition of
their deposit liabilities;
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(j) Entered into or amended any employment contract with any of their
employees, increased the compensation payable to any officer or
director or any relative of any such employee or director, or become
obligated to increase any such compensation, except as set forth in the
DISCLOSURE SCHEDULE;
(k) Adopted or amended in any material respect any employee benefit plan,
severance plan or collective bargaining agreement or made any awards or
distributions under any employee benefit plan not consistent with past
practice or custom;
(l) Incurred any damage, destruction or similar loss, whether or not
covered by insurance, materially affecting their businesses or
properties, except as set forth in the DISCLOSURE SCHEDULE;
(m) Acquired any stock or other equity interest in any corporation,
partnership, trust, joint venture or other entity;
(n) Made any (i) material investment (except investments made in the
ordinary course of business and consistent with past practice) or (ii)
material capital expenditure or commitment for any material addition to
property, plant or equipment; or
(o) Agreed, whether in writing or otherwise, to take any action described
in this Section 3.10.
SECTION 3.11. PROPERTIES. (a) A list and brief description of all material
fixed assets owned by GFBC or GERMANTOWN (hereinafter referred to as the
"PERSONAL PROPERTY") carried on the books of GFBC or GERMANTOWN as of the date
hereof, is set forth in Section 3.11(a) of the GFBC DISCLOSURE SCHEDULE. All
PERSONAL PROPERTY has been maintained in good working order, ordinary wear and
tear excepted. GFBC or GERMANTOWN owns and has good title to all of the PERSONAL
PROPERTY, free and clear of any mortgage, lien, pledge, charge, claim,
conditional sales or other agreement, lease, right or encumbrance, except (i) to
the extent stated or reserved against in the GFBC AUDITED FINANCIALS and (ii)
such other exceptions which are not material in character, amount or extent and
do not materially detract from the value of or interfere with the use of the
properties or assets subject thereto or affected thereby.
(b) The documentation governing or relating to the loan and credit-related
assets (hereinafter referred to as the "LOAN ASSETS") representing the loan
portfolio of GERMANTOWN (hereinafter referred to as "LOAN DOCUMENTATION") is
legally sufficient in all material respects for the purposes intended thereby
and creates enforceable rights of GERMANTOWN in accordance with the terms of
such LOAN DOCUMENTATION, subject to applicable bankruptcy, insolvency,
reorganization and moratorium laws and other laws of general applicability
affecting the enforcement of creditors' rights generally, and the effect of
rules of law
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governing specific performance, injunctive relief and other equitable remedies
on the enforceability of such documents. To the knowledge of GERMANTOWN, no
debtor under any of the LOAN DOCUMENTATION has asserted any claim or defense
with respect to the subject matter thereof.
(c) A description of each parcel of real property owned by GFBC or
GERMANTOWN (hereinafter referred to as the "REAL PROPERTIES") is set forth in
Section 3.11(c) of the GFBC DISCLOSURE SCHEDULE. GFBC or GERMANTOWN is the owner
of the REAL PROPERTIES in fee simple and has good and marketable title to the
REAL PROPERTIES free of any liens, claims, charges, encumbrances or security
interests of any kind, except (i) liens for real estate taxes and assessments
not yet delinquent and (ii) utility, access and other easements, rights of way,
restrictions and exceptions which do not impair the REAL PROPERTIES for the use
and business being conducted thereon. No party leases any of the REAL PROPERTIES
from GFBC or GERMANTOWN.
(d) Except as set forth in the DISCLOSURE SCHEDULE, neither GFBC nor
GERMANTOWN has received notification from any governmental entity within the
two-year period immediately preceding the date hereof of contemplated
improvements to the REAL PROPERTIES or surrounding area or community by a public
authority, the costs of which are to be assessed as special taxes against the
REAL PROPERTIES in the future.
(e) A description of all real property leased by GFBC or GERMANTOWN from a
third party (hereinafter referred to as the "LEASED REAL PROPERTY") is set forth
in Section 3.11(e) of the GFBC DISCLOSURE SCHEDULE. True and correct copies of
all leases in respect of the LEASED REAL PROPERTY (hereinafter referred to as
the "REAL PROPERTY LEASES") and all attachments, amendments and addenda thereto
have been delivered by GFBC and GERMANTOWN to CAMCO. The REAL PROPERTY LEASES
create, in accordance with their terms, valid, binding and assignable leasehold
interests of GFBC or GERMANTOWN in all of the LEASED REAL PROPERTY, free and
clear of all liens, claims, charges, encumbrances or security interests of any
kind. GFBC and GERMANTOWN have complied in all material respects with all of the
provisions of the REAL PROPERTY LEASES required on their part to be complied
with and are not in default with respect to any of their obligations (including
payment obligations) under any of the REAL PROPERTY LEASES.
(f) A description of all personal property leased by GFBC or GERMANTOWN
from a third party (hereinafter referred to as the "LEASED PERSONAL PROPERTY")
is set forth in Section 3.11(f) of the GFBC DISCLOSURE SCHEDULE. The PERSONAL
PROPERTY LEASES create, in accordance with their terms, valid, binding and
assignable leasehold interests of GFBC or GERMANTOWN in all of the LEASED
PERSONAL PROPERTY, free and clear of all liens, claims, charges, encumbrances or
security interests of any kind. GFBC and GERMANTOWN have complied in all
material respects with all of the provisions under the PERSONAL PROPERTY LEASES
required on their part to be complied with and are not in default with respect
to any of their obligations (including payment obligations) under any of the
PERSONAL PROPERTY LEASES.
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SECTION 3.12. ALLOWANCE FOR LOAN LOSSES. The allowance for loan losses
reflected on the GFBC AUDITED FINANCIALS is adequate as of the date hereof in
all material respects under the requirements of GAAP to provide for reasonably
anticipated losses on outstanding loans.
SECTION 3.13. INVESTMENTS. Section 3.13 of the GFBC DISCLOSURE SCHEDULE
sets forth (a) a true, accurate and complete list of all investments, other than
investments in the PERSONAL PROPERTY, LOAN ASSETS and REAL PROPERTIES, owned by
GFBC or GERMANTOWN (hereafter referred to as the "INVESTMENTS") as of the date
hereof, the name of the registered holder thereof, the location of the
certificates therefor or other evidence thereof and any stock powers or other
authority for transfer granted with respect thereto and (b) a true, accurate and
complete list of the names of each bank or other depository in which either GFBC
or GERMANTOWN has an account or safe deposit box, including, without limitation,
accounts with the FHLB, and the names of all persons authorized to draw thereon
or to have access thereto. The INVESTMENTS are owned by GFBC or GERMANTOWN free
and clear of all liens, pledges, claims, security interests, encumbrances,
charges or restrictions of any kind and may be freely disposed of by GFBC or
GERMANTOWN at any time. Neither GFBC nor GERMANTOWN is a party to or has any
interest in any repurchase agreements or reverse repurchase agreements. There
are no outstanding letters of credit issued by GERMANTOWN.
SECTION 3.14. REPORTS AND RECORDS. GFBC and GERMANTOWN have filed all
reports and maintained all records required to be filed or maintained by them
under various rules and regulations of the SEC, the OTS or the FDIC, except
where the failure to file or maintain such reports or records would not have a
material adverse effect on GFBC or GERMANTOWN. All such documents and reports
complied in all material respects with applicable requirements of laws and
regulations in effect at the time of filing such documents and contained in all
material respects the information required to be stated therein. None of such
documents which have been filed since January 1, 1993, when filed, contained any
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading, except to
the extent that such statements or omissions would not have a material adverse
effect on GFBC and GERMANTOWN taken as a whole.
SECTION 3.15. TAXES. (a) GFBC and GERMANTOWN have duly and timely filed all
federal, state, county and local income, profits, franchise, excise, sales,
customs, property, use, occupation, withholding, social security and other tax
and information returns and reports required to have been filed by them through
the date hereof, and have paid or accrued all taxes and duties (and all interest
and penalties with respect thereto) due or claimed to be due by GFBC or
GERMANTOWN. Neither GFBC nor GERMANTOWN has, to their knowledge, any liability
for any taxes or duties (or interest or penalties with respect thereto) of any
nature whatsoever, and there is no basis for any additional material claims or
assessments. True copies of the federal, state and local income tax returns of
GFBC or GERMANTOWN for each of the three tax years ended March 31, 1994, 1995
and 1996, have been delivered to CAMCO.
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(b) There are no federal, state or local tax returns or reports not filed
which would be due but for an extension of time for filing having been granted,
except as disclosed in Section 3.15(b) of the DISCLOSURE SCHEDULE. Neither GFBC
nor GERMANTOWN has executed or filed with the Internal Revenue Service
(hereinafter referred to as the "IRS") or any state or local tax authority any
agreement extending the period for assessment and collection of any tax, nor is
GFBC or GERMANTOWN a party to any action or proceeding of any governmental
authority for assessment or collection of taxes, except tax liens or levies
against customers of GERMANTOWN. There is no outstanding assessment or claim for
collection of taxes against GFBC or GERMANTOWN. Neither GFBC nor GERMANTOWN has
received any notice of deficiency, proposed deficiency or assessment from the
IRS or any other governmental agency with respect to any federal, state or local
taxes. No tax return of GFBC or GERMANTOWN is currently the subject of any audit
by the IRS or any other governmental agency. No material deficiencies have been
asserted in connection with the tax returns of GFBC or GERMANTOWN, and GFBC and
GERMANTOWN have no reason to believe that any deficiency would be asserted
relating thereto. Except as disclosed in Section 3.15(b) of the DISCLOSURE
SCHEDULE: (i) neither GFBC nor GERMANTOWN has ever been a member of an
"affiliated group of corporations" (within the meaning of Section 1504(a) of the
CODE) filing consolidated returns, other than the affiliated group of which GFBC
is the parent; and (ii) neither GFBC nor GERMANTOWN is a party to any tax
sharing agreement.
SECTION 3.16. MATERIAL CONTRACTS. (a) Except as set forth in Section
3.16(a) of the GFBC DISCLOSURE SCHEDULE, neither GFBC nor GERMANTOWN is a party
to or bound by any written or oral (i) contract or commitment for capital
expenditures in excess of $10,000 for any one project or $20,000 in the
aggregate; (ii) contract or commitment made in the ordinary course of business
for the purchase of materials or supplies or for the performance of services
involving payments to or by GFBC or GERMANTOWN of an amount exceeding $10,000 in
the aggregate or extending for more than six months from the date hereof; (iii)
contract or option for the purchase of any property, real or personal, for an
amount exceeding $10,000; (iv) letter of credit or indemnity calling for payment
of more than $10,000; (v) guarantee agreement; (vi) instrument granting any
person authority to transact business on behalf of GFBC or GERMANTOWN; (vii)
contracts or commitments to make loans (including unfunded commitments and lines
of credit) to any one person (together with "affiliates" of that person) in
excess of $100,000 in the aggregate, except for contracts or commitments entered
into in the ordinary course of business; (viii) employment, management,
consulting, deferred compensation, severance or other similar contract with any
director, officer or employee of GFBC or GERMANTOWN; (ix) note, debenture or
loan agreement pursuant to which GFBC or GERMANTOWN has incurred indebtedness
other than deposit liabilities and advances from the FHLB; (x) loan
participation agreement; (xi) loan servicing agreement; (xii) contract or
commitment relating to a real estate development project consisting of the
development of more than one single family dwelling; (xiii) commitment to make
any acquisition, development and construction loan; (xiv) commitment or
agreement to do any of the foregoing; or (xv) other contract, agreement or
commitment made outside the ordinary course of business. (The contracts,
agreements, commitments and other arrangements described in clauses (i) through
(xv) of this Section 3.16(a) are hereinafter collectively referred to as the
"CONTRACTS").
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(b) Except as set forth in the DISCLOSURE SCHEDULE, GFBC or GERMANTOWN has
previously delivered to CAMCO (i) copies of all of the CONTRACTS and (ii) all
form lending agreements and deposit forms used by GERMANTOWN in the ordinary
course of business.
(c) Neither GFBC nor GERMANTOWN is in material default under any CONTRACT
and no claim of such default by any party has been made or is now, to the
knowledge of GFBC or GERMANTOWN, threatened, except to the extent such a default
would not have a material adverse effect on GFBC and GERMANTOWN taken as a
whole. There does not exist any event which, with notice or lapse of time or
both, would constitute a material default by GFBC or GERMANTOWN under, or would
excuse performance by any party thereto from, any CONTRACT, except to the extent
such a default would not have a material adverse effect on GFBC and GERMANTOWN
taken as a whole.
SECTION 3.17. INSURANCE. All material properties and operations of GFBC and
GERMANTOWN are insured in amounts and types as are customary for savings
associations similarly situated. The performance by the officers and employees
of GFBC and GERMANTOWN of their duties is bonded in such amounts and against
such risks as are usually insured against or bonded by entities similarly
situated, under valid and enforceable policies of insurance or bonds issued by
insurers or bonding companies of recognized responsibility, financial or
otherwise.
SECTION 3.18. LITIGATION. Except as set forth in Section 3.18 of the GFBC
DISCLOSURE SCHEDULE, (a) there are no material actions, suits, proceedings or
investigations pending or threatened against or affecting the business,
operations or financial condition of GFBC or GERMANTOWN in any court or before
any federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, (b) neither the management of GFBC nor
GERMANTOWN has any knowledge of any basis for any such action, suit, proceeding
or investigation, and (c) neither GFBC nor GERMANTOWN is in default in respect
of any judgment, order, writ, injunction or decree of any court or any federal,
state, municipal or other governmental department, commission, board, bureau,
agency or instrumentality.
SECTION 3.19. PERMITS AND LICENSES. GFBC and GERMANTOWN each has all
material permits, licenses, orders and approvals of all federal, state or local
governmental or regulatory bodies required for it to conduct its business as
presently conducted, and all such material permits, licenses, orders and
approvals are in full force and effect, without the threat of suspension or
cancellation. None of such permits, licenses, orders or approvals will be
adversely affected by the consummation of the transactions contemplated by this
AGREEMENT.
SECTION 3.20. EMPLOYEE BENEFIT PLANS; ERISA. (a) Section 3.20(a) of the
GFBC DISCLOSURE SCHEDULE sets forth a true and complete list of all qualified
pension or profit-sharing plans, deferred compensation, consulting, bonus, group
insurance plans or agreements and all other incentive, welfare or employee
benefit plans or agreements maintained for the benefit of employees or former
employees of GFBC or GERMANTOWN. Copies of
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such plans and agreements, together with (i), when applicable, the most recent
actuarial and financial reports prepared with respect to any such plan, (ii) the
most recent annual reports filed with any government agency and (iii) all
rulings and determination letters received from governmental agencies and any
open requests for rulings or letters that pertain to any such plan, have been
delivered or will be delivered to CAMCO.
(b) Except as may be disclosed in Section 3.20(d) of the GFBC
DISCLOSURE SCHEDULE, GFBC and GERMANTOWN do not currently maintain any "employee
pension benefit plan," as defined in Section 3(2) of ERISA, (each such plan,
together with any related trust or other funding mechanism, as maintained by
GFBC or GERMANTOWN, hereinafter referred to as a "PENSION BENEFIT PLAN"), which
is intended to be qualified under Section 401(a) of the CODE.
(c) Neither GFBC nor GERMANTOWN currently maintains, nor have
they ever maintained, any PENSION BENEFIT PLAN subject to the provisions of
Title IV of The Employee Retirement Income Security Act of 1974, as amended
(hereinafter referred to as "ERISA").
(d) GFBC and GERMANTOWN do not currently participate in, nor
have they ever participated in, any multiemployer plan, as such term is defined
in Section 3(37) of ERISA.
(e) Since January 1, 1993, all of the PENSION BENEFIT PLANS
have complied and comply currently in all material respects, both as to form and
operation, with the provisions of ERISA and the CODE, where required in order to
be tax-qualified under Section 401(a) of the CODE, and all other applicable
laws, rules and regulations. Neither GFBC nor GERMANTOWN is aware of any event
which might jeopardize the tax qualified status of any PENSION BENEFIT PLAN.
Each PENSION BENEFIT PLAN which is intended to be qualified under Section 401(a)
of the CODE has received a determination letter from the IRS which considers
amendments made to the CODE by the Tax Reform Act of 1986. All reports required
by any governmental agency with respect to each PENSION BENEFIT PLAN have been
timely filed with such agency and, where required, distributed to participants
and beneficiaries of such PENSION BENEFIT PLAN within the time required by law.
(f) Each "employee welfare benefit plan," as defined in
Section 3(1) of ERISA, (each such plan together with any related trust or other
funding mechanism, as maintained by GFBC or GERMANTOWN, hereinafter referred to
as a "WELFARE BENEFIT PLAN") has been administered to date in all material
respects in compliance with the requirements of the CODE and ERISA, and all
reports required by any governmental agency with respect to each WELFARE BENEFIT
PLAN has been timely filed with such agency and, where required, distributed to
participants and beneficiaries of such WELFARE BENEFIT PLAN within the time
required by law.
(g) Neither GFBC nor GERMANTOWN nor, to the knowledge of GFBC
or GERMANTOWN, any plan fiduciary of any WELFARE BENEFIT PLAN or PENSION BENEFIT
PLAN has engaged in any transaction in violation of Section 406(a) or (b) of
ERISA
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(for which no exemption exists under Section 408 of ERISA) or any "prohibited
transaction" (as defined in Section 4975(c)(1) of the CODE) for which no
exemption exists under Section 4975(c)(1) of the CODE.
SECTION 3.21. ENVIRONMENTAL MATTERS. (a) GFBC and GERMANTOWN, to the
knowledge of GFBC or GERMANTOWN, are in material compliance with all applicable
ENVIRONMENTAL LAWS (hereinafter defined). GFBC and GERMANTOWN have not received
any written or oral communication from any organization, person or otherwise,
which alleges that either (i) GFBC or GERMANTOWN is not in compliance with all
applicable ENVIRONMENTAL LAWS or (ii) any properties or assets of GFBC or
GERMANTOWN may have been affected by any MATERIALS OF ENVIRONMENTAL CONCERN
(hereinafter defined). All permits and other governmental authorizations
currently held or being applied for by GFBC or GERMANTOWN pursuant to the
ENVIRONMENTAL LAWS are set forth in Section 3.21(a) of the GFBC DISCLOSURE
SCHEDULE.
(b) There is no ENVIRONMENTAL CLAIM (hereinafter defined) pending or, to
the knowledge of GFBC or GERMANTOWN, threatened (i) against GFBC or GERMANTOWN,
(ii) against any person or entity whose liability for any ENVIRONMENTAL CLAIM
has or may have been retained or assumed by GFBC or GERMANTOWN either
contractually or by operation of law, or (iii) against any real or personal
property which GFBC or GERMANTOWN owns, leases, manages, supervises or
participates in the management of, or, to the knowledge of GFBC or GERMANTOWN,
in which GFBC or GERMANTOWN holds a security interest in connection with a loan
or loan participation, other than such as would not, either individually or in
the aggregate, have a material adverse effect on GFBC or GERMANTOWN.
(c) There are no present or, to the knowledge of GFBC and GERMANTOWN, past
activities, conditions, or incidents, including, without limitation, the release
or disposal of any MATERIAL OF ENVIRONMENTAL CONCERN, that could reasonably form
the basis of any ENVIRONMENTAL CLAIM against GFBC or GERMANTOWN or against any
person or entity whose liability for any ENVIRONMENTAL CLAIM has or may have
been retained or assumed by GFBC or GERMANTOWN, either contractually or by
operation of law, other than such as would not, either individually or in the
aggregate, have a material adverse effect on GFBC or GERMANTOWN.
(d) Section 3.21(d) of the GFBC DISCLOSURE SCHEDULE sets forth an accurate
and complete list of outstanding loans of GERMANTOWN as to which the borrower
has submitted (or is required to submit) to GERMANTOWN any environmental audits
or reports regarding any real property securing such loan and a brief
description of the environmental audit or report, to the extent applicable. GFBC
and GERMANTOWN will make available to CAMCO all such environmental audits and
reports.
(e) As used in this AGREEMENT:
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(i) "ENVIRONMENTAL CLAIM" means any claim, cause of action or notice
(written or oral) by any person or entity alleging potential liability
(including, without limitation, potential liability for investigatory costs,
cleanup costs, governmental response costs, natural resources damages, property
damages, personal injuries or penalties) arising out of, based on or resulting
from (I) the presence, or release into the environment, of any MATERIAL OF
ENVIRONMENTAL CONCERN at any location, whether or not owned by GFBC or
GERMANTOWN or (II) circumstances forming the basis of any violation, or alleged
violation, of any ENVIRONMENTAL LAW;
(ii) "ENVIRONMENTAL LAWS" means all laws and regulations relating to
pollution or protection of human health or the environment including, without
limitation, laws and regulations relating to emissions, discharges, releases or
threatened releases of MATERIALS OF ENVIRONMENTAL CONCERN, or otherwise relating
to the use, treatment, storage, disposal, transport or handling of MATERIALS OF
ENVIRONMENTAL CONCERN; and
(iii) "MATERIALS OF ENVIRONMENTAL CONCERN" shall mean (I) any
"hazardous waste" as defined in 42 U.S.C. Section 6903, as amended from time to
time, and regulations promulgated thereunder from time to time; (II) any
"hazardous substance" as defined in 42 U.S.C. Section 9601, as amended from time
to time, and regulations promulgated thereunder from time to time; (III)
asbestos; (IV) PCB's; (V) any substance the presence of which on GFBC's or
GERMANTOWN's property is prohibited by any applicable law, ordinance, or
regulation; (VI) petroleum products; and (VII) underground storage tanks and
above ground storage tanks.
SECTION 3.22. EMPLOYMENT MATTERS. GFBC and GERMANTOWN are in compliance
with all federal, state or other applicable laws respecting employment and
employment practices, terms and conditions of employment and wages and hours and
have not and are not engaged in any unfair labor practice, except where such
failure to comply or such practice would not have a material adverse effect on
the financial condition, results of operations, business or prospects of GFBC
and GERMANTOWN taken as a whole. No unfair labor practice complaint against GFBC
or GERMANTOWN is pending before any governmental agency or court and there is no
labor strike, dispute, slowdown or stoppage actually pending or threatened
against or involving GFBC or GERMANTOWN. No representation question exists in
respect of the employees of GFBC or GERMANTOWN and no labor grievance which
might have a material adverse effect upon GFBC or GERMANTOWN or the conduct of
their businesses is pending or, to the knowledge of GFBC or GERMANTOWN,
threatened. Neither GFBC nor GERMANTOWN has entered into any collective
bargaining agreement with any labor organization with respect to any group of
employees of GFBC or GERMANTOWN, and, to the knowledge of GFBC and GERMANTOWN,
there is no present effort nor existing proposal to attempt to unionize any
group of employees of GFBC or GERMANTOWN.
SECTION 3.23. UNTRUE STATEMENTS AND OMISSIONS. The certificates, statements
and other information furnished to CAMCO in writing by or on behalf of GFBC and
GERMANTOWN in connection with the transactions contemplated hereby, including,
but not limited to, disclosures and information set forth in the GFBC DISCLOSURE
SCHEDULE, but
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excluding statements or information pertaining to parties unrelated to GFBC or
GERMANTOWN, do not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
SECTION 3.24. PROXY MATERIALS. None of the information relating to GFBC or
GERMANTOWN included in any proxy statement which is to be mailed to the
shareholders of GFBC in connection with any meeting of shareholders convened in
accordance with Sections 1.05(a) and 6.06 of this AGREEMENT (hereinafter
referred to as the "PROXY STATEMENT") will, at the time the PROXY STATEMENT is
mailed or at the time of the meeting to which the PROXY STATEMENT relates,
contain any untrue statement of a material fact, or omit to state any material
fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not false or misleading, except to the
extent it contains information about CAMCO or FIRST FEDERAL provided in writing
to GFBC or GERMANTOWN by CAMCO or FIRST FEDERAL.
SECTION 3.25. BROKERS. Except for amounts payable to McDonald & Company
Securities, Inc., as disclosed in Section 3.25 of the GFBC DISCLOSURE SCHEDULE,
there are no claims or agreements for brokerage commission, finder's fees, or
similar compensation in connection with the transactions contemplated by this
AGREEMENT payable by GFBC or GERMANTOWN.
SECTION 3.26. REGULATORY ENFORCEMENT. Neither GFBC nor GERMANTOWN is
subject to, or has received any notice or advice that it is or may become
subject to, any order, agreement or memorandum of understanding of any federal
or state agency charged with the supervision or regulation of savings banks or
savings associations or engaged in the insurance of deposits or any other
governmental agency having supervisory or regulatory authority with respect to
GFBC or GERMANTOWN; neither GFBC nor GERMANTOWN has received any notice or
advice that it is not in substantial compliance with any statute or regulation,
except where failure to comply would not have a material adverse effect upon
GFBC and GERMANTOWN taken as a whole; and GFBC and GERMANTOWN have received no
notice from any governmental authority threatening to revoke any license,
franchise, permit or governmental authorization.
SECTION 3.27. TAX TREATMENT OF COMPANY MERGER. Neither GFBC nor GERMANTOWN
has, to their knowledge, taken any action that is reasonably likely to prevent
the transactions contemplated hereby, including the COMPANY MERGER, from
qualifying as a reorganization within the meaning of Section 368(a) of the CODE.
SECTION 3.28. SUBSIDIARIES: EQUITY INTEREST. The term "subsidiary" means an
organization or entity which is consolidated or is eligible to be consolidated
with a party to this AGREEMENT for financial reporting purposes. Except for
GERMANTOWN and GFS Financial Services, Inc., which is a subsidiary of
GERMANTOWN, GFBC has no subsidiaries. Except for shares of GERMANTOWN owned by
GFBC and shares of stock of GFS Financial Services, Inc., and the Federal Home
Loan Bank of Cincinnati owned by GERMANTOWN and
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stock of Intrieve, Inc., owned by GFS Financial Services, Inc., or as set forth
in Section 3.29 of the GFBC DISCLOSURE SCHEDULE, neither GFBC nor GERMANTOWN
owns, beneficially or otherwise, any shares of EQUITY SECURITIES (as defined
below) or similar interest of any corporation, bank, business trust, association
or similar organization. "EQUITY SECURITIES" of an issuer means capital stock or
other equity securities of such issuer, options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into, shares of any capital stock or other
equity securities of any issuer, or contracts, commitments, understandings or
arrangements by which such issuer is or may become bound to issue additional
shares of its capital stock or other equity securities of such issuer, or
options, warrants, scrip or rights to purchase, acquire, subscribe to, calls on
or commitments for any shares of its capital stock or other equity securities.
Neither GFBC nor GERMANTOWN is a party to any partnership or joint venture.
SECTION 3.29. MANAGEMENT STOCK BONUS PLAN. The GFBC DISCLOSURE SCHEDULE
lists the names of the recipients, award dates, expiration dates and number of
shares relating to and arising out of the Management Stock Bonus Plan of GFBC.
ARTICLE FOUR
REPRESENTATIONS AND WARRANTIES OF CAMCO AND FIRST FEDERAL
CAMCO and FIRST FEDERAL represent and warrant to GFBC and GERMANTOWN that
each of the following statements is true and accurate in all material respects:
SECTION 4.01. ORGANIZATION AND STANDING. (a) CAMCO is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has the corporate power and authority to own or hold under lease
all of its properties and assets and to conduct its business and operations as
presently conducted. CAMCO is registered as a savings and loan holding company
under the HOLA. CAMCO is in compliance in all material respects with all
applicable local, state and federal laws and regulations, including without
limitation, the THRIFT REGULATIONS.
(b) FIRST FEDERAL is a savings and loan association duly
organized, validly existing and in good standing under the laws of the United
States and has the corporate power and authority to own or hold under lease all
of its properties and assets and to conduct its business and operations as
presently conducted. FIRST FEDERAL is a member of the FHLB. The deposit accounts
of FIRST FEDERAL are insured up to applicable limits by the SAIF. FIRST FEDERAL
is in compliance in all material respects with all applicable local, state and
federal laws and regulations, including, without limitation, the regulations of
the FDIC and the OTS. FIRST FEDERAL is a "domestic building and loan
association" as defined in Section 7701a(19) of the Internal Revenue Code and a
"qualified thrift lender" as defined in 12 U.S.C. 1467(a)(m) and the THRIFT
REGULATIONS.
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SECTION 4.02. QUALIFICATION. CAMCO and FIRST FEDERAL are either duly
qualified to do business and in good standing in each jurisdiction in which such
qualification is required or the failure to so qualify would not have a material
adverse effect on the business of CAMCO or FIRST FEDERAL.
SECTION 4.03. AUTHORITY OF CAMCO AND FIRST FEDERAL. This AGREEMENT has been
duly executed and delivered by CAMCO and FIRST FEDERAL. The BANK MERGER
AGREEMENT has been duly executed and delivered by FIRST FEDERAL. Subject to the
adoption of this AGREEMENT and the BANK MERGER AGREEMENT by CAMCO as the sole
shareholder of FIRST FEDERAL, and to the filing of all requisite regulatory
notices and the receipt of all requisite regulatory approvals,(a) CAMCO has all
requisite corporate power and authority to enter into this AGREEMENT and to
perform its obligations hereunder; (b) FIRST FEDERAL has all requisite corporate
power and authority to enter into this AGREEMENT and the BANK MERGER AGREEMENT
and to perform all of its obligations hereunder and thereunder; (c) the
execution and delivery of this AGREEMENT and the BANK MERGER AGREEMENT and the
consummation of the transactions contemplated hereby and thereby have been duly
authorized by all necessary corporate action by CAMCO and FIRST FEDERAL; and (d)
subject to applicable bankruptcy, insolvency, reorganization and moratorium laws
and other laws of general applicability affecting the enforcement of creditors'
rights generally, and the effect of rules of law governing specific performance,
injunctive relief and other equitable remedies on the enforceability of such
documents, and except to the extent such enforceability may be limited by laws
relating to safety and soundness of insured depository institutions as set forth
in 12 U.S.C Section 1818(b) or by the appointment of a conservator by the FDIC,
(i) this AGREEMENT is the valid and binding agreement of CAMCO, enforceable
against CAMCO in accordance with its terms, and (ii) this AGREEMENT and the BANK
MERGER AGREEMENT are valid and binding agreements of FIRST FEDERAL, enforceable
against FIRST FEDERAL in accordance with their terms.
SECTION 4.04. GOVERNING DOCUMENTS. CAMCO has made available, or will
promptly make available, to GFBC true and accurate copies of the CAMCO
Certificate of Incorporation and Bylaws and has granted GFBC access to all
records of all meetings and other corporate actions occurring before the COMPANY
EFFECTIVE TIME by the stockholders, Board of Directors and Committees of the
Board of Directors of CAMCO. FIRST FEDERAL has made available, or will promptly
make available, to GFBC true and accurate copies of its Charter and Bylaws and
has granted GFBC access to all records of all meetings and other corporate
actions occurring before the COMPANY EFFECTIVE TIME by the shareholders, Board
of Directors and Committees of the Board of Directors of FIRST FEDERAL. The
minute books of CAMCO and FIRST FEDERAL contain, in all material respects,
complete and accurate records of all meetings and other corporate actions of
their shareholders, Boards of Directors and Committees of the Boards of
Directors.
SECTION 4.05. NO CONFLICTS. The execution and delivery of this AGREEMENT
and, subject to the regulatory filings and approvals referenced in Section 1.06
of this AGREEMENT, the consummation of the transactions contemplated hereby will
not (a) conflict with or violate any provision of or result in the breach of any
provision of the Certificate of
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Incorporation or Bylaws of CAMCO or the Charter or Bylaws of FIRST FEDERAL; (b)
conflict with or violate any provision of or result in the breach or the
acceleration of or entitle any party to accelerate (whether upon or after the
giving of notice or lapse of time or both) any obligation under, or otherwise
materially affect the terms of, any mortgage, lien, lease, agreement, license,
instrument, order, arbitration award, judgment or decree to which CAMCO or FIRST
FEDERAL is a party or by which CAMCO or FIRST FEDERAL or their property or
assets is bound; (c) require the consent of any party to any agreement or
commitment to which CAMCO or FIRST FEDERAL is a party or by which CAMCO or FIRST
FEDERAL or their property or assets is bound, the failure to obtain which could,
individually or in the aggregate with all the other failures to obtain required
consents, have a material adverse effect on the business, operations, condition
(financial or otherwise) or prospects of CAMCO or FIRST FEDERAL; (d) result in
the creation or imposition of any lien, charge, pledge, security interest or
other encumbrance upon any property or assets of CAMCO or FIRST FEDERAL or give
rise to any meritorious cause of action against CAMCO or FIRST FEDERAL; or (e)
violate or conflict with any applicable law, ordinance, rule or regulation,
including, without limitation, the rules and regulations of the OTS or the FDIC.
SECTION 4.06. CONSENTS. No consent, approval, order or authorization of, or
registration, declaration or filing with, any governmental authority is required
in connection with the execution and delivery of this AGREEMENT by CAMCO or
FIRST FEDERAL or the consummation by CAMCO or FIRST FEDERAL of the transactions
contemplated hereby, except for filings, authorizations, consents or approvals
referenced in Section 1.05 and Section 1.06 of this AGREEMENT.
SECTION 4.07. CAPITALIZATION. (a) The authorized capital of CAMCO consists
solely of (i) 4,900,000 shares of common stock, par value One Dollar ($1.00) per
share, 3,214,193 of which are issued and outstanding and 235,828 of which are
reserved for issuance upon the exercise of outstanding stock options, and (ii)
100,000 preferred shares, One Dollar ($1.00) par value per share, none of which
is issued or outstanding. All of the outstanding CAMCO SHARES are, and, when
issued in accordance with this AGREEMENT, the CAMCO SHARES to be issued upon
exchange for the GFBC SHARES shall be, duly authorized, validly issued, fully
paid and nonassessable, issued in full compliance with all applicable laws, and
not issued in violation of the preemptive right of any person. Except for the
CAMCO OPTIONS, there are no outstanding subscription rights, options, conversion
rights, warrants or other agreements or commitments of any nature whatsoever
(either firm or conditional) obligating CAMCO to issue, deliver or sell, cause
to be issued, delivered or sold, or restricting CAMCO from selling any
additional CAMCO SHARES, or obligating CAMCO to grant, extend or enter into any
such agreement or commitment.
(b) The authorized capital of FIRST FEDERAL consists solely of (i) 500,000
common shares, One Dollar ($1.00) par value per share, 180,000 of which are
issued and outstanding and held of record by CAMCO, and (ii) 500,000 preferred
shares, par value One Dollar ($1.00) per share, none of which is issued or
outstanding. All of the outstanding common shares of FIRST FEDERAL are duly
authorized, validly issued, fully paid and nonassessable, were issued in full
compliance with all applicable laws and regulations, and were not issued in
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violation of the preemptive right of any shareholder of FIRST FEDERAL. There are
no outstanding subscription rights, options, conversion rights, warrants or
other agreements or commitments of any nature whatsoever (either firm or
conditional) obligating FIRST FEDERAL to issue, deliver or sell, or cause to be
issued, delivered or sold any additional FIRST FEDERAL SHARES.
SECTION 4.08. SEC REPORTS. CAMCO has delivered to GFBC copies of the
following documents, each of which has been filed with the SEC (hereinafter
referred to as the "CAMCO SEC FILINGS"):
(a) The Annual Reports on Form 10-KSB for each of the fiscal years ended
December 31, 1996, 1995 and 1994;
(b) The Annual Report to Stockholders for each of the fiscal years ended
December 31, 1996, 1995 and 1994;
(c) The Proxy Statement for use in connection with each of the 1997, 1996
and 1995 Annual Meetings of Stockholders; and
(d) The Quarterly Report on Form 10-QSB for the quarter ended March 31,
1997.
CAMCO has not filed any Forms 8-K since December 31, 1996. The CAMCO SEC FILINGS
did not, as of the dates on which such reports were filed with the SEC, contain
any untrue statement of a material fact or omit any material fact required to be
stated therein or necessary to make the statements contained therein, in light
of the circumstances under which they were made, not misleading.
SECTION 4.09. FINANCIAL STATEMENTS. (a) The consolidated statements of
financial condition of CAMCO as of December 31, 1996 and 1995, and the related
consolidated statements of earnings, stockholders' equity and cash flows for
each of the three years ended December 31, 1996, 1995 and 1994, examined and
reported upon by Grant Thornton, L.L.P., (hereinafter referred to as "GRANT")
complete copies of which have previously been delivered to GFBC (hereinafter
referred to as the "CAMCO AUDITED FINANCIALS"), have been prepared in conformity
with GAAP applied on a consistent basis and fairly present the financial
position of CAMCO at such dates and the results of its operations and cash flows
for such periods.
(b) The unaudited consolidated statements of financial condition of CAMCO
as of March 31, 1997, and the related unaudited consolidated statements of
earnings, stockholders' equity and cash flows for each of the three months ended
March 31, 1997 and 1996, complete copies of which have previously been delivered
to GFBC (hereinafter referred to as the "CAMCO INTERIM FINANCIALS"), have been
prepared in conformity with GAAP as applicable to condensed interim financial
statements and as applied on a consistent basis with the
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CAMCO AUDITED FINANCIALS and fairly present the financial position of CAMCO at
such dates and the results of its operations and cash flows for such periods.
(c) Except as disclosed in the CAMCO INTERIM FINANCIALS, as of March 31,
1997, CAMCO had no liabilities or obligations material to the business condition
(financial or otherwise) of CAMCO taken as a whole, whether accrued, absolute,
contingent or otherwise, and whether due or to become due.
(d) The CAMCO AUDITED FINANCIALS and the CAMCO INTERIM FINANCIALS did not,
as of the dates thereof, contain any untrue statement of a material fact or omit
to state any material fact necessary to make the information contained therein,
in light of the circumstances under which they were made, not misleading.
SECTION 4.10. ABSENCE OF MATERIAL ADVERSE CHANGE. Since March 31, 1997,
there have been no material adverse changes in the financial condition, assets,
liabilities, obligations, properties, business or prospects of CAMCO and its
consolidated subsidiaries, taken as a whole.
SECTION 4.11. ALLOWANCE FOR LOAN LOSSES. The allowance for loan losses
reflected on the CAMCO INTERIM FINANCIALS is adequate as of the date hereof in
all material respects under the requirements of GAAP to provide for reasonably
anticipated losses on outstanding loans.
SECTION 4.12. REPORTS AND RECORDS. CAMCO and FIRST FEDERAL have filed all
reports and maintained all records required to be filed or maintained by them
under various rules and regulations of the SEC, the OTS or the FDIC. All such
documents and reports complied in all material respects with applicable
requirements of laws and regulations in effect at the time of the filing of such
documents and contained in all material respects the information required to be
stated therein. None of such documents, when filed, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.
SECTION 4.13. TAXES. CAMCO and FIRST FEDERAL have duly and timely filed all
federal, state, county and local income, profits, franchise, excise, sales,
customs, property, use, occupation, withholding, social security and other tax
and information returns and reports required to have been filed by them through
the date hereof, and have paid or accrued all taxes and duties (and all interest
and penalties with respect thereto) due or claimed to be due by CAMCO or FIRST
FEDERAL. Neither CAMCO nor FIRST FEDERAL has any liability for any taxes or
duties (or interest or penalties with respect thereto) of any nature whatsoever,
and there is no basis for any additional material claims or assessments, other
than with respect to liabilities for taxes and duties which may have accrued
since December 31, 1996, in the ordinary course of business. No proposed
additional taxes, interest or penalties have been asserted by applicable taxing
authorities.
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SECTION 4.14. PERMITS AND LICENSES. CAMCO and FIRST FEDERAL each has all
material permits, licenses, orders and approvals of all federal, state or local
governmental or regulatory bodies required for it to conduct its business as
presently conducted and all such material permits, licenses, orders and
approvals are in full force and effect, without the threat of suspension or
cancellation. None of such permits, licenses, orders or approvals will be
adversely affected by the consummation of the transactions contemplated by this
AGREEMENT.
SECTION 4.15. UNTRUE STATEMENTS AND OMISSIONS. The certificates, statements
and other information furnished to GFBC in writing by or on behalf of CAMCO and
FIRST FEDERAL in connection with the transactions contemplated hereby do not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.
SECTION 4.16. PROXY MATERIALS. None of the information relating to CAMCO or
FIRST FEDERAL included in the PROXY STATEMENT will, at the time the PROXY
STATEMENT is mailed or at the time of the meeting to which the PROXY STATEMENT
relates, be false or misleading with respect to any material fact, or omit to
state any material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not false or misleading.
SECTION 4.17. BROKERS. Except for amounts payable to National Capital
Companies, L.L.C., there are no claims or agreements for brokerage commissions,
finder's fees, or similar compensation in connection with the transactions
contemplated by this AGREEMENT payable by CAMCO.
SECTION 4.18. REGULATORY ENFORCEMENT. CAMCO and FIRST FEDERAL are not
subject to, nor have they received any notice or advice that either of them is
not in substantial compliance with any statute or regulation, or that either of
them is or may become subject to, any order, agreement or memorandum of
understanding of any federal or state agency charged with the supervision or
regulation of savings banks, savings associations or holding companies of
savings banks or savings associations or engaged in the insurance of deposits or
any other governmental agency having supervisory or regulatory authority with
respect to CAMCO or FIRST FEDERAL, and CAMCO and FIRST FEDERAL have received no
notice from any governmental agency threatening to revoke any license,
franchise, permit or governmental authority.
SECTION 4.19. TAX TREATMENT OF COMPANY MERGER. Neither CAMCO nor FIRST
FEDERAL has taken any action or has any knowledge of any fact or circumstance
that is reasonably likely to prevent the transactions contemplated hereby,
including the COMPANY MERGER, from qualifying as a "reorganization" within the
meaning of Section 368(a) of the CODE.
SECTION 4.20. GFBC SHARES OWNED BY CAMCO. Neither CAMCO nor any of its
subsidiaries beneficially owns any GFBC SHARES.
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SECTION 4.21. LOAN DOCUMENTATION. The documentation governing or relating
to the loan and credit-related assets (hereinafter referred to as the "FIRST
FEDERAL LOAN ASSETS") representing the loan portfolio of FIRST FEDERAL
(hereinafter referred to as "FIRST FEDERAL LOAN DOCUMENTATION") is legally
sufficient in all material respects for the purposes intended thereby and
creates enforceable rights of FIRST FEDERAL in accordance with the terms of such
FIRST FEDERAL LOAN DOCUMENTATION, subject to applicable bankruptcy, insolvency,
reorganization and moratorium laws and other laws of general applicability
affecting the enforcement of creditors' rights generally, and the effect of
rules of law governing specific performance, injunctive relief and other
equitable remedies on the enforceability of such documents. To the knowledge of
FIRST FEDERAL, no debtor under any of the FIRST FEDERAL LOAN DOCUMENTATION has
asserted any claim or defense with respect to the subject matter thereof which
would be materially adverse to the financial condition or operating results of
FIRST FEDERAL.
SECTION 4.22. MATERIAL CONTRACTS. Neither CAMCO nor FIRST FEDERAL is in
material default under any CONTRACT and no claim of such default by any party
has been made or is now, to the knowledge of CAMCO or FIRST FEDERAL, threatened.
There does not exist any event which, with notice or lapse of time or both,
would constitute a material default by CAMCO or FIRST FEDERAL under, or would
excuse performance by any party thereto from, any CONTRACT.
SECTION 4.23. INSURANCE. All material properties and operations of CAMCO or
FIRST FEDERAL are adequately insured for their benefit. The performance by the
officers and employees of CAMCO and FIRST FEDERAL of their duties is bonded in
such amounts and against such risks as are usually insured against or bonded by
entities similarly situated, under valid and enforceable policies of insurance
or bonds issued by insurers or bonding companies of recognized responsibility,
financial or otherwise.
SECTION 4.24. LITIGATION. Except as disclosed in the CAMCO SEC FILINGS, (a)
there are no material actions, suits, proceedings or investigations pending or
threatened against or affecting the business, operations or financial condition
of CAMCO or FIRST FEDERAL in any court or before any federal, state, municipal
or other governmental department, commission, board, bureau, agency or
instrumentality, (b) neither the management of CAMCO or FIRST FEDERAL has any
knowledge of any basis for any such action, suit, proceeding or investigation,
and (c) neither CAMCO nor FIRST FEDERAL is in default in respect of any
judgment, order, writ, injunction or decree of any court or any federal, state,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality.
SECTION 4.25. ENVIRONMENTAL MATTERS. (a) CAMCO and FIRST FEDERAL, to the
knowledge of CAMCO or FIRST FEDERAL, are in material compliance with all
applicable ENVIRONMENTAL LAWS. CAMCO and FIRST FEDERAL have not received any
written or oral communication from any organization, person or otherwise, which
alleges that either (i) CAMCO or FIRST FEDERAL is not in compliance with all
applicable ENVIRONMENTAL LAWS or (ii) any properties or assets of CAMCO or FIRST
FEDERAL may have been affected by any MATERIALS OF ENVIRONMENTAL CONCERN.
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(b) There is no ENVIRONMENTAL CLAIM pending or, to the knowledge of CAMCO
or FIRST FEDERAL, threatened (i) against CAMCO or FIRST FEDERAL, (ii) against
any person or entity whose liability for any ENVIRONMENTAL CLAIM has or may have
been retained or assumed by CAMCO or FIRST FEDERAL either contractually or by
operation of law, or (iii) against any real or personal property which CAMCO or
FIRST FEDERAL owns, leases, manages, supervises or participates in the
management of, or, to the knowledge of CAMCO or FIRST FEDERAL, in which CAMCO or
FIRST FEDERAL holds a security interest in connection with a loan or loan
participation, other than such as would not, either individually or in the
aggregate, have a material adverse effect on CAMCO or FIRST FEDERAL.
(c) There are no present or, to the knowledge of CAMCO and FIRST FEDERAL,
past activities, conditions, or incidents, including, without limitation, the
release or disposal of any MATERIAL OF ENVIRONMENTAL CONCERN, that could
reasonably form the basis of any ENVIRONMENTAL CLAIM against CAMCO or FIRST
FEDERAL or against any person or entity whose liability for any ENVIRONMENTAL
CLAIM has or may have been retained or assumed by CAMCO or FIRST FEDERAL, either
contractually or by operation of law, other than such as would not, either
individually or in the aggregate, have a material adverse effect on CAMCO or
FIRST FEDERAL.
SECTION 4.26. EMPLOYMENT MATTERS. CAMCO and FIRST FEDERAL are in compliance
with all federal, state or other applicable laws respecting employment and
employment practices, terms and conditions of employment and wages and hours and
have not and are not engaged in any unfair labor practice, except where such
failure to comply or such practice would not have a material adverse effect on
the financial condition, results of operations, business or prospects of CAMCO
and FIRST FEDERAL taken as a whole. No unfair labor practice complaint against
CAMCO or FIRST FEDERAL is pending before any governmental agency or court and
there is no labor strike, dispute, slowdown or stoppage actually pending or
threatened against or involving CAMCO or FIRST FEDERAL. No representation
question exists in respect of the employees of CAMCO or FIRST FEDERAL and no
labor grievance which might have a material adverse effect upon CAMCO or FIRST
FEDERAL or the conduct of their businesses is pending or, to the knowledge of
CAMCO or FIRST FEDERAL, threatened. Neither CAMCO nor FIRST FEDERAL has entered
into any collective bargaining agreement with any labor organization with
respect to any group of employees of CAMCO or FIRST FEDERAL, and, to the
knowledge of CAMCO and FIRST FEDERAL, there is no present effort nor existing
proposal to attempt to unionize any group of employees of CAMCO or FIRST
FEDERAL.
ARTICLE FIVE
COVENANTS
SECTION 5.01. CONDUCT OF GFBC'S AND GERMANTOWN'S BUSINESS. From the date of
this AGREEMENT until the COMPANY EFFECTIVE TIME, GFBC and
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GERMANTOWN, except with the prior written consent of CAMCO, which shall not be
unreasonably withheld, will each conduct its business only in the ordinary
course, in accordance with past practices and policies and in compliance with
all applicable statutes, rules and regulations. Notwithstanding the foregoing,
without the prior written consent of CAMCO, which shall not be unreasonably
withheld, neither GFBC nor GERMANTOWN will:
(a) Authorize or agree to authorize the creation or issuance of, or issue,
sell or dispose of, or create any obligation to issue, sell or dispose
of, any stock, notes, bonds or other securities of which GFBC or
GERMANTOWN is the issuer, or any obligations convertible into or
exchangeable for any shares of its capital stock, other than GFBC
SHARES issued in connection with the exercise of GFBC OPTIONS;
(b) Declare, set aside, pay or make any dividend or other distribution on
its capital stock, or directly or indirectly redeem, purchase or
otherwise acquire any shares thereof or enter into any agreement with
respect to the foregoing, except that GFBC may (i) declare and pay a
regular quarterly cash dividend of $0.12 per share in each calendar
quarter between the date of this AGREEMENT and the COMPANY EFFECTIVE
TIME. CAMCO and GFBC will coordinate dividends so that only one
dividend will be paid in each calendar quarter.
(c) Effect any stock split, recapitalization, combination, exchange of
shares, readjustment or other reclassification;
(d) Amend their Certificate of Incorporation, Charter or Bylaws;
(e) Purchase, sell, assign or transfer any material tangible asset or any
material patent, trademark, trade name, copyright, license, franchise,
design or other intangible assets or property;
(f) Mortgage, pledge, grant or suffer to exist any lien or other
encumbrance or charge on any assets or properties, tangible or
intangible, except for liens for taxes not yet delinquent, assets
pledged as collateral to secure borrowings from the FHLB or to secure
public deposits and such other liens, encumbrances or charges which do
not materially or adversely affect its financial position;
(g) Waive any rights of material value or cancel any material debts or
claims;
(h) Incur any material obligation or liability (absolute or contingent),
including, without limitation, any tax liability, or pay any material
liability or obligation (absolute or contingent), other than
liabilities and obligations incurred in the ordinary course of business
and borrowings from the FHLB;
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(i) Cause any material adverse change in the amount or general composition
of deposit liabilities or other liabilities;
(j) Enter into or amend any employment contract with any of its employees,
increase the compensation payable to any employee or director or any
relative of any such employee or director or become obligated to
increase any such compensation;
(k) Adopt or amend in any material respect any employee benefit plan,
severance plan or collective bargaining agreement or make awards or
distributions under any employee benefit plan not consistent with past
practice or custom;
(l) Acquire any stock or other equity interest in any corporation,
partnership, trust, joint venture or other entity;
(m) Make any material capital expenditure or commitment for any material
addition to property, plant, or equipment;
(n) Originate or issue a commitment to originate any loan secured by one-
to four-family residential real estate in a principal amount of
$250,000 or more or any loan secured by nonresidential real estate in a
principal amount of $100,000 or more;
(o) Except for FHLB advances, the aggregate amount of which at any time
shall not exceed Three Million Dollars ($3,000,000), plus such
additional amount as may be obtained with the right of prepayment at
any time without penalty or premium, and deposit taking in the ordinary
course of its business, borrow or agree to borrow any funds, including
but not limited to repurchase transactions, or indirectly guarantee or
agree to guarantee any obligations of others;
(p) Establish any new lending programs or make any changes in its policies
concerning which persons may approve loans;
(q) Enter into any securities transactions for its own account or purchase
or otherwise acquire any investment security for its own account other
than U.S. government and U.S. agency obligations and deposits in an
overnight account at the FHLB;
(r) Increase or decrease the rate of interest paid on time deposits or
certificates of deposits, except in a manner and pursuant to policies
consistent with past practices in relation to rates prevailing in
GERMANTOWN's market;
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(s) Foreclose upon or otherwise take title to or possession or control of
any real property without first obtaining a Phase I Environmental
Report thereon which indicates that the property is free of pollutants,
contaminants or hazardous or toxic waste materials including petroleum
products; provided, however, that GERMANTOWN shall not be required to
obtain such a report with respect to single-family, non-agriculture
residential property of one acre or less to be foreclosed upon unless
it has reason to believe such property may contain any such pollutants,
contaminants, waste materials or petroleum products; or
(t) Agree, whether in writing or otherwise, to take any action described in
this Section 5.01.
SECTION 5.02. ACQUISITION TRANSACTIONS. GFBC and GERMANTOWN shall (i) not,
directly or indirectly, solicit or initiate any proposals or offers from any
person or entity, or discuss or negotiate with any such person or entity,
regarding any acquisition or purchase of all or a material amount of the assets
of, any equity securities of, or any merger, consolidation or business
combination with, GFBC or GERMANTOWN (hereinafter collectively referred to as
"ACQUISITION TRANSACTIONS"), (ii) not disclose to any person any information not
customarily disclosed publicly or provide access to its properties, books or
records or otherwise assist or encourage any person in connection with any of
the foregoing, and (iii) give CAMCO prompt notice of any such inquiries, offers
or proposals. The foregoing shall not apply however to the consideration of an
inquiry, offer or proposal not solicited by GFBC or GERMANTOWN or any of their
respective officers, directors, agents or affiliates which relates to the
possible sale or other disposition of GFBC SHARES or GERMANTOWN SHARES by
shareholders or the possible sale or other disposition of all or substantially
all of GFBC's or GERMANTOWN's assets to, or merger or consolidation with,
another corporation or association if and to the extent that the board of
directors of GFBC reasonably determines in good faith after consultation with
McDonald & Company Securities, Inc. and counsel to GFBC that failure to consider
such ACQUISITION TRANSACTION could reasonably be expected to constitute a breach
of its fiduciary duties to the shareholders of GFBC; provided, however, that
GFBC shall give CAMCO prompt notice of any such proposal of an ACQUISITION
TRANSACTION and keep CAMCO promptly informed regarding the substance thereof and
the response of the board of directors of GFBC thereto.
SECTION 5.03. ACCOUNTING POLICIES. Before the COMPANY EFFECTIVE TIME and at
the request of CAMCO, GFBC or GERMANTOWN shall promptly (a) establish and take
such reserves and accruals to conform GERMANTOWN's loan, accrual and reserve
policies to FIRST FEDERAL's policies; (b) establish and take such accruals,
reserves and charges in order to implement such policies in respect of excess
facilities and equipment capacity, severance costs, litigation matters,
write-off or write-down of various assets and other appropriate accounting
adjustments; and (c) recognize for financial accounting purposes such expenses
of the COMPANY MERGER and the BANK MERGER and restructuring charges related to
or to be incurred in connection with the COMPANY MERGER and BANK MERGER, to the
extent
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permitted by law and consistent with GAAP and with the fiduciary duties of the
officers and directors of GFBC or GERMANTOWN; provided, however, that neither
GFBC nor GERMANTOWN shall be obligated to make any such changes or adjustments
until the satisfaction of all conditions set forth in Sections 7.01(a) through
(g), and further provided that no basis for termination of this AGREEMENT by any
party pursuant to Article Eight is then extant.
. SECTION 5.04 TAX REPRESENTATION. GFBC and GERMANTOWN will use their
reasonable efforts to cause the COMPANY MERGER, and will take no action which
would cause the COMPANY MERGER not, to qualify for treatment as a
"reorganization" within the meaning of Section 368(a) of the CODE for federal
income tax purposes.
SECTION 5.05 POOLING. GFBC and GERMANTOWN shall not intentionally take or
cause to be taken any action whether before or after the COMPANY EFFECTIVE TIME
which would disqualify the COMPANY MERGER or BANK MERGER as a "pooling of
interests" for accounting purposes.
ARTICLE SIX
FURTHER AGREEMENTS
SECTION 6.01. REGULATORY APPROVALS; COOPERATION. (a) CAMCO and FIRST
FEDERAL shall use their best efforts to file within 60 days of the date hereof
all REGULATORY APPLICATIONS required in order to consummate the COMPANY MERGER
and the BANK MERGER. CAMCO shall keep GFBC reasonably informed as to the status
of such applications and make available to GFBC copies of such applications as
filed and any supplementary filed materials and all responses from the
regulatory authorities.
(b) GFBC and GERMANTOWN will cooperate and will cause their respective
directors, officers, employees, agents and advisors to cooperate, to the extent
reasonable or necessary, with CAMCO and FIRST FEDERAL in connection with the
preparation of the REGULATORY APPLICATIONS and the REGISTRATION STATEMENT
described in Section 6.03 hereof.
(c) CAMCO and FIRST FEDERAL will cooperate and will cause their respective
directors, officers, employees, agents and advisors to cooperate, to the extent
reasonable or necessary, with GFBC in connection with the preparation of the
REGISTRATION STATEMENT described in Section 6.03 hereof and the PROXY STATEMENT.
SECTION 6.02. SPECIAL MEETING OF SHAREHOLDERS OF GFBC. GFBC shall take all
steps necessary to duly call, give notice of, convene and hold a meeting of its
shareholders for the purpose of voting upon this AGREEMENT as required by
applicable law. GFBC shall use its reasonable efforts to hold such meeting as
soon as practicable following the date of this AGREEMENT. GFBC shall prepare the
PROXY STATEMENT (in cooperation with CAMCO)
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for use in connection with the GFBC Shareholders Meeting. The Board of Directors
of GFBC shall (i) to the extent consistent with their fiduciary duties,
recommend to their respective shareholders the adoption of this AGREEMENT and
the approval of the transactions contemplated hereby and thereby and any other
matters to be submitted to the shareholders in connection therewith and (ii) use
their reasonable efforts to obtain the necessary adoptions by the shareholders
of this AGREEMENT, any amendments hereto, and the transactions contemplated
hereby. Notwithstanding the foregoing, if the Board of Directors of GFBC shall
have reasonably determined in good faith in accordance with the provisions of
Section 5.02 of this AGREEMENT that such recommendation is reasonably likely to
constitute a breach of its fiduciary duties to the shareholders of GFBC, then
the Board of Directors of GFBC shall not be obligated to recommend to its
shareholders adoption of this AGREEMENT or to present this AGREEMENT to the
shareholders of GFBC for their adoption at the GFBC Shareholders Meeting or to
hold the GFBC Shareholders Meeting for such purpose.
SECTION 6.03. REGISTRATION STATEMENT. (a) CAMCO shall, as soon as
reasonably practicable, prepare in accordance with the Securities Act of 1933,
as amended (hereinafter referred to as the "1933 ACT"), and file with the SEC a
REGISTRATION STATEMENT in respect of the CAMCO SHARES to be issued to the
holders of GFBC SHARES in accordance with Article Two of this AGREEMENT
(hereinafter referred to as the "REGISTRATION STATEMENT"), and shall use all
reasonable efforts to have the REGISTRATION STATEMENT, as amended, declared
effective by the SEC as promptly as practicable.
(b) CAMCO shall provide copies of the REGISTRATION STATEMENT and all
amendments to GFBC immediately upon filing, keep GFBC reasonably informed as to
the status of the REGISTRATION STATEMENT and provide GFBC with copies of all
responses from the SEC. All costs related to the REGISTRATION STATEMENT and the
Prospectus and its printing and delivery shall be borne by CAMCO.
SECTION 6.04. EMPLOYEES. Upon satisfactory review of employment files, all
employees of GERMANTOWN immediately prior to the BANK EFFECTIVE TIME except
those employees covered by a written employment contract, shall become at will
employees of FIRST FEDERAL at the same base compensation they are receiving from
GERMANTOWN and subject to the employment practices and procedures of FIRST
FEDERAL, with prior service credit for purposes of FIRST FEDERAL's vacation
policy. Any employee who is currently covered by a written employment agreement
will continue his employment in accordance with the terms of such written
agreement.
With respect to employees of GERMANTOWN not covered by written employment
contracts, CAMCO, in accordance with its severance policy applicable to
employees of companies that are merged with a subsidiary of CAMCO, shall provide
severance benefits as follows: each former employee of GERMANTOWN terminated
other than for cause within one year of the BANK EFFECTIVE TIME shall receive
one week of base pay (bonus and benefits excluded) for each full year of service
to GERMANTOWN prior to the BANK EFFECTIVE TIME, with a minimum payment of four
weeks' base pay; provided, that an employee employed
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by GERMANTOWN less than six months at the BANK EFFECTIVE TIME shall not be
eligible for severance benefits.
Upon request of CAMCO, GFBC shall take all steps necessary to commence
termination of GFBC's 401(k) Plan prior to the COMPANY EFFECTIVE TIME. Notice of
termination shall be made prior to the COMPANY EFFECTIVE TIME. At the COMPANY
EFFECTIVE TIME all employees of GERMANTOWN shall be eligible to participate in
the CAMCO 401(k) Plan, effective immediately, subject to the terms of the Plan,
and shall receive prior service credit for eligibility and vesting purposes
under the CAMCO 401(k) Plan.
CAMCO shall, in its discretion, (i) provide coverage for the GERMANTOWN
employees who become employees of FIRST FEDERAL under the health insurance plan
maintained by CAMCO for the benefit of the employees of CAMCO and its
subsidiaries, including FIRST FEDERAL; provided, however, that any employee of
GFBC or GERMANTOWN who has been insured under the health insurance plan
maintained by GFBC or GERMANTOWN for at least 12 months prior to the COMPANY
EFFECTIVE TIME shall be covered by CAMCO's health insurance plan without regard
to any waiting periods and limitations on pre-existing conditions; or (ii)
maintain in place the health insurance plan currently maintained by GERMANTOWN
for the benefit of its employees.
SECTION 6.05. AFFILIATES COMPLIANCE WITH THE 1933 ACT. (a) Within 45 days
after the date of this AGREEMENT, GFBC shall identify to CAMCO all persons who
GFBC reasonably believes to be "affiliates," as defined in paragraphs (c) and
(d) of Rule 145 under the 1933 ACT (hereinafter referred to as the
"AFFILIATES"). Thereafter and until the COMPANY EFFECTIVE TIME, GFBC shall
identify to CAMCO each additional person whom it reasonably believes to have
thereafter become its AFFILIATE.
(b) GFBC shall use its best efforts to obtain from each person who is
identified as an AFFILIATE for delivery to CAMCO before the COMPANY EFFECTIVE
DATE a written agreement in which such AFFILIATE confirms that the CAMCO SHARES
received by such AFFILIATE in the COMPANY MERGER shall be transferable only in
accordance with Rule 145 of the 1933 ACT, and are subject to rules relating to
the transfer of shares received in a transaction deemed a "pooling of interests"
for accounting purposes.
SECTION 6.06. ADVISORY BOARD AND BOARD OF DIRECTORS OF FIRST FEDERAL.
(a) Subject to THRIFT REGULATIONS and OTS directives and conditions of
approval, the members of the present Board of Directors of GERMANTOWN will
continue for one year as an advisory board to FIRST FEDERAL. The Advisory Board
shall meet one time in each calendar quarter, and the members of the Advisory
Board shall receive $500 for each such meeting attended by them. No director or
executive officer of FIRST FEDERAL shall be paid for attending a meeting of the
Advisory Board.
(b) CAMCO and FIRST FEDERAL will add one current member of the Board of
Directors of GFBC to the Board of Directors of FIRST FEDERAL.
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SECTION 6.07. MANAGEMENT STOCK BONUS PLAN. The existing Management Stock
Bonus Plans (A and B) and grants of awards made on or prior to July 9, 1997 as
listed in Section 3.30 of the GFBC DISCLOSURE SCHEDULE in an amount not to
exceed 12,335 GFBC shares shall be honored by CAMCO in accordance with the terms
of said plans and grants of awards and THRIFT REGULATIONS. No award granted
subsequent to July 9, 1997 will be valid in any respect.
SECTION 6.08. ACCESS. Until the COMPANY EFFECTIVE TIME, GFBC shall afford
to CAMCO, and CAMCO shall afford to GFBC and to their respective officers and
representatives (including, without limitation, counsel, financial advisers and
independent accountants), reasonable access to their properties, personnel,
books, records and affairs. Such access shall include, but shall not be limited
to, (i) permitting verification, by audit or otherwise, of any representation or
warranty made hereunder; (ii) authorizing release of any information (including
the work papers of such independent auditors) and financial consultants; (iii)
consistent with applicable regulations or procedures, furnishing regular and
special examination reports since the date of this AGREEMENT; and (iv)
delivering copies of all documents or reports or correspondence filed and any
correspondence with any federal regulatory or supervisory agency from the date
of this AGREEMENT. Each party shall furnish the other party with such additional
financial and operating data and other information as to its businesses and
properties as may be reasonably requested.
SECTION 6.09. CONFIDENTIALITY. The parties acknowledge the confidential and
proprietary nature of the information as hereinafter described which has
heretofore been exchanged and which will be received from each other hereunder
(hereinafter referred to as the "INFORMATION") and agree to hold and keep the
same confidential. Such INFORMATION will include any and all financial,
technical, commercial, marketing, customer or other information concerning the
business, operations and affairs of a party that may be provided to the other,
irrespective of the form of the communications, by such party's employees or
agents. Such INFORMATION shall not include information that is or becomes
generally available to the public other than as a result of a disclosure by a
party or its representatives in violation of this AGREEMENT, or INFORMATION
which is required to be furnished or used in connection with legal proceedings.
The parties agree that the INFORMATION will be used solely for the purposes
contemplated by this AGREEMENT and that such INFORMATION will not be disclosed
to any person other than employees and agents of a party who are directly
involved in evaluating the transaction. The INFORMATION shall not be used in any
way detrimental to a party, including use directly or indirectly in the conduct
of the other party's business or enterprise in which such party may have an
interest, now or in the future, and whether or not now in competition with such
other party. Upon the written request of the disclosing party, upon termination
of this AGREEMENT, the other parties will promptly return or destroy INFORMATION
in their possession and certify to the disclosing party that the party has done
so.
SECTION 6.10. PRESS RELEASES. CAMCO and GFBC shall consult with each other
before issuing any press release or otherwise making any public statements with
respect to the COMPANY MERGER or the BANK MERGER and shall not issue any such
press release or
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make any such public statement without obtaining the prior consent of the other
party, except as may be required by law or by obligations pursuant to any
listing agreement with any national securities association.
SECTION 6.11. COSTS AND EXPENSES; TERMINATION FEE. Whether or not the
COMPANY MERGER is consummated, all costs and expenses incurred in connection
with this AGREEMENT, the PROXY STATEMENT, the REGISTRATION STATEMENT and the
transactions contemplated hereby shall be paid by the party incurring such costs
and expenses. Notwithstanding the foregoing, (i) in the event the Board of
Directors of GFBC or GERMANTOWN accepts in any manner an ACQUISITION TRANSACTION
prior to the earlier of termination of this AGREEMENT other than due to a breach
of this AGREEMENT by GFBC or GERMANTOWN, or June 30, 1997, or (ii) in the event
the Board of Directors of GFBC fails to recommend to the shareholders of GFBC
approval of the AGREEMENT and the AGREEMENT is rejected by the shareholders of
GFBC; or (iii) in the event no meeting of shareholders is held on or before June
30, 1998, other than for reasons beyond the control of GFBC, then, in any of
such events, GFBC shall pay to CAMCO $250,000 in immediately available federal
funds (i) in the case of the execution of any definitive agreement or letter of
intent in respect of an ACQUISITION TRANSACTION within one year of the date of
this AGREEMENT, such payment to be made within two days of the execution of such
agreement or letter of intent, (ii) in the case of the disapproval by the
shareholders of GFBC of this AGREEMENT where the Board of Directors of GFBC has
failed to recommend approval, such payment to be made within two days after the
date of the shareholder meeting, and (iii) if no meeting of shareholders is held
by June 30, 1998, other than for reasons beyond the control of GFBC, such
payment to be made within two days after June 30, 1998.
SECTION 6.12. REASONABLE EFFORTS. Subject to the terms and conditions
herein provided, each of the parties hereto agrees to use all reasonable efforts
to take, or cause to be taken, all action, and to do or cause to be done all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this AGREEMENT.
SECTION 6.13. NOTIFICATION OF EVENTS. At all times from the date of this
AGREEMENT until the COMPANY EFFECTIVE TIME, each party shall promptly notify the
other in writing of any materially adverse business conditions threatening its
normal business operations or of the occurrence of any event or the failure of
any event to occur which might reasonably be expected to result in a breach of
or a failure to comply with any representation, warranty, covenant, condition or
agreement contained in this AGREEMENT or of the commencement of any action,
suit, proceeding or investigation against it.
SECTION 6.14. VOTING AGREEMENT. Concurrently with the execution and
delivery of this AGREEMENT, or not later than ten days thereafter, and as a
condition and material inducement to CAMCO's willingness to enter into this
AGREEMENT, each of the directors and executive officers of GFBC and GERMANTOWN
shall enter into a shareholder agreement in the form attached hereto as Exhibit
B.
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SECTION 6.15. POOLING. GRANT has reviewed the proposed terms and conditions
of the COMPANY MERGER and has issued their opinion on the proposed accounting
that the COMPANY MERGER qualifies as a "pooling of interests" for accounting
purposes. Neither CAMCO nor FIRST FEDERAL shall intentionally take or cause to
be taken any action, whether before or after the COMPANY EFFECTIVE TIME or BANK
EFFECTIVE TIME which would disqualify the COMPANY MERGER or BANK MERGER as a
"pooling of interests" for accounting purposes or as a "reorganization" within
the meaning of Section 368(a) of the CODE.
SECTION 6.16. INDEMNIFICATION. Nothing in this AGREEMENT is intended to
affect any rights to indemnification to which any officer or director of GFBC or
GERMANTOWN may be entitled pursuant to the Certificate of Incorporation, Charter
or Bylaws of GFBC or GERMANTOWN in effect prior to the COMPANY EFFECTIVE TIME.
From the COMPANY EFFECTIVE TIME and continuing for a period of three years
thereafter, the current and former officers and directors of GFBC shall be
indemnified by CAMCO from their acts and omissions occurring prior to the
COMPANY EFFECTIVE TIME to the maximum extent permitted by the Certificate of
Incorporation and Bylaws of CAMCO but subject to any applicable limitations of
Delaware law. From the BANK EFFECTIVE TIME and continuing for a period of three
years thereafter, the current and former officers and directors of GERMANTOWN
shall be indemnified by FIRST FEDERAL for their acts and omissions occurring
prior to the BANK EFFECTIVE TIME to the extent permitted by the THRIFT
REGULATIONS. As a condition to receiving such indemnification, the party
claiming indemnification shall assign to CAMCO, by separate writing, all right,
title and interest in and to the proceeds of the claiming party's applicable
insurance coverage, if any, including insurance maintained or provided by CAMCO
or GFBC or GERMANTOWN to the extent of such indemnity. No person shall be
entitled to such indemnification with respect to a claim (i) if such person
fails to cooperate in the defense and investigation of such claim as to which
indemnification may be made, (ii) made by such person against CAMCO, its
subsidiaries, GFBC or GERMANTOWN arising out of or in connection with this
AGREEMENT, the transactions contemplated hereby or the conduct of the business
of CAMCO, its subsidiaries, GFBC or GERMANTOWN, or (iii) if such person fails to
deliver such notices as may be required under any applicable directors and
officers liability insurance policy to preserve any possible claims of which the
claiming party is aware, to the extent such failure results in the denial of
payment under such policy.
Subject to GFBC and GERMANTOWN providing all requested information and
representations to CAMCO's directors' and officers' liability insurance carrier,
CAMCO shall add a rider, to be effective at the COMPANY EFFECTIVE TIME, to
CAMCO's existing directors' and officers' liability insurance policy covering
the acts and omissions of the officers and directors of GFBC and GERMANTOWN
occurring prior to the COMPANY EFFECTIVE TIME and to continue such rider for a
period of three years.
SECTION 6.17. AMENDMENT OF CHARTER. Prior to the COMPANY EFFECTIVE TIME,
GERMANTOWN shall take all steps necessary to amend its Charter to remove Section
8(A).
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SECTION 6.18. CONDUCT OF CAMCO BUSINESS. From the date of this AGREEMENT
until the COMPANY EFFECTIVE TIME, CAMCO shall:
(a) Use all reasonable efforts to preserve intact its business organization
and assets and maintain its rights, franchises and existing relationships with
customer, suppliers, employees and business associates;
(b) Notify GFBC in writing within five business days of (i) the existence
of any adverse business conditions threatening the normal business operations of
CAMCO, (ii) the occurrence of any event or the failure of any event to occur
which might result in a breach of or a failure to comply with any
representations, warranty, covenant, condition or agreement by or pertaining to
CAMCO contained in this AGREEMENT, (iii) the commencement of any material
action, suit, proceeding, or investigation against CAMCO and (iv) the tender of
any offer to acquire CAMCO by merger or otherwise;
(c) Take no action that would adversely affect the ability of CAMCO to
obtain any necessary approvals of governmental authorities required for the
transactions contemplated hereby without the imposition of a burdensome
restriction or condition, or adversely affect the ability of CAMCO to perform
its covenants and agreements under this AGREEMENT; and
(d) Take all action necessary to cause to be listed on The Nasdaq Stock
Market the CAMCO SHARES to be issued pursuant to this AGREEMENT.
ARTICLE SEVEN
CLOSING MATTERS
SECTION 7.01. CONDITIONS TO OBLIGATIONS OF CAMCO, FIRST FEDERAL GFBC AND
GERMANTOWN. Notwithstanding any other provision of this AGREEMENT, the
obligations of CAMCO, FIRST FEDERAL, GFBC and GERMANTOWN to effect the COMPANY
MERGER and the BANK MERGER shall be subject to the fulfillment of each of the
following conditions:
(a) This AGREEMENT shall have been validly adopted by the affirmative vote
of the holders of at least the number of outstanding GFBC SHARES
required under Delaware law and GFBC's Certificate of Incorporation and
Bylaws and the BANK MERGER AGREEMENT shall have been duly authorized
and approved by the shareholder of FIRST FEDERAL and the shareholder of
GERMANTOWN;
(b) All permits, approvals, consents, authorizations, exemptions or waivers
of any federal or state governmental body or agency necessary or
appropriate for consummation of the COMPANY MERGER and the BANK MERGER
shall have been obtained and all notices required to be filed
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shall have been filed and any objection or waiting period with respect
to such notice shall have expired;
(c) All waivers, consents and approval of every person, in addition to
those required under subsections (a) and (b) of this Section 7.01,
necessary or appropriate for the consummation of the COMPANY MERGER and
the BANK MERGER shall have been obtained;
(d) GFBC shall have received a written fairness opinion of McDonald &
Company Securities, Inc., dated the date of this AGREEMENT and as of a
date reasonably proximate to the date of the PROXY STATEMENT, to the
effect that the EXCHANGE RATIO is fair to the holders of the GFBC
SHARES from a financial point of view, and CAMCO shall have received a
written fairness opinion from National Capital Companies, L.L.C. dated
as of the date of the AGREEMENT, to the effect that the EXCHANGE RATIO
is fair to the holders of the CAMCO SHARES from a financial point of
view;
(e) There shall not be in effect any federal or state law, rule or
regulation or any order or decision of a court of competent
jurisdiction which prevents or materially delays the consummation of
the COMPANY MERGER or the BANK MERGER;
(f) CAMCO and GFBC shall have received an opinion of Vorys, Sater, Seymour
and Pease to the effect that the COMPANY MERGER and the BANK MERGER,
when consummated in accordance with the terms hereof and the BANK
MERGER AGREEMENT, will each constitute a reorganization within the
meaning of Section 368(a)(1)(A) of the CODE and that no gain or loss
will be recognized by GFBC shareholders to the extent they receive
CAMCO SHARES in exchange for GFBC SHARES;
(g) The REGISTRATION STATEMENT (including any post-effective amendment
thereto) shall have been declared effective by the SEC, and no
proceeding shall be pending or, to the knowledge of CAMCO or GFBC,
threatened by the SEC to suspend the effectiveness of the REGISTRATION
STATEMENT; and
(h) With respect to the BANK MERGER only, the COMPANY MERGER shall have
been effected.
SECTION 7.02. CONDITIONS TO OBLIGATIONS OF CAMCO AND FIRST FEDERAL. In
addition to the conditions contained in Section 7.01 of this AGREEMENT, the
obligations of CAMCO and FIRST FEDERAL to effect the COMPANY MERGER and the BANK
MERGER shall also be subject to the fulfillment of each of the following
conditions unless fulfillment is waived by CAMCO and FIRST FEDERAL in writing:
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(a) The representations and warranties of GFBC and GERMANTOWN contained in
Article Three of this AGREEMENT shall be true in all material respects
at and as of the date hereof and at and as of the day of the COMPANY
CLOSING as if made at and as of such time, except where such
representation or warranty is expressly made as of a specific date;
(b) GFBC and GERMANTOWN shall have duly performed and complied in all
material respects with all agreements, covenants and conditions
required by this AGREEMENT to be performed or complied with by GFBC and
GERMANTOWN before or on the day of the COMPANY CLOSING;
(c) There shall not have been a material adverse change in the financial
condition, assets, liabilities, obligations, properties, business or
prospects of GFBC or GERMANTOWN after the date of this AGREEMENT,
except changes resulting from action taken by GFBC or GERMANTOWN
pursuant to Section 5.03 of this AGREEMENT and changes resulting from
or attributable to expenses incurred in connection with the
transactions contemplated by this AGREEMENT;
(d) GFBC and GERMANTOWN shall each have delivered to CAMCO a certificate
dated the day of the COMPANY CLOSING and signed by the President and
the chief financial officer of each of GFBC and GERMANTOWN to the
effect set forth in subsections (a), (b) and (c) of this Section 7.02;
(e) CAMCO shall have received an opinion of GFBC's counsel dated the date
of the COMPANY CLOSING in form reasonably acceptable to CAMCO's counsel
opining with respect to matters listed on Exhibit C hereto;
(f) There shall not be any action or proceeding commenced by or before any
court or governmental agency or authority in the United States, or
threatened by any governmental agency or authority in the United
States, that challenges or seeks to prevent or delay the consummation
of the COMPANY MERGER or the BANK MERGER or seeks to impose material
limitations on the ability of CAMCO or FIRST FEDERAL to exercise full
rights of ownership of the assets or business of GFBC and GERMANTOWN;
(g) There shall not have been proposed, nor shall there be in effect, any
federal or state law, rule, regulation, order or statement of policy
that, in the reasonable judgment of CAMCO, would: (i) prevent or delay
the consummation of the COMPANY MERGER or the BANK MERGER or interfere
with the reasonable operation of the business of GFBC or
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<PAGE> 42
GERMANTOWN (ii) materially adversely affect the ability of CAMCO to
enjoy the economic or other benefits of the COMPANY MERGER or the BANK
MERGER or (iii) impose any material adverse condition, limitation or
requirement on CAMCO in connection with the COMPANY MERGER or the BANK
MERGER;
(h) GFBC and GERMANTOWN shall not have incurred any damage, destruction or
similar loss, not covered by insurance, materially affecting its
businesses or properties;
(i) Immediately prior to the COMPANY EFFECTIVE TIME no more than Seven and
One Half Percent (7.5%) of the outstanding GFBC SHARES shall qualify as
DISSENTERS SHARES;
(j) The shareholders' equity of GFBC on the day of the COMPANY CLOSING and
as calculated in accordance with GAAP shall not be less than
$6,399,264, without giving effect to (i) reserves, accruals and charges
taken or established by GFBC or GERMANTOWN at the request of CAMCO in
accordance with Section 5.03 of this AGREEMENT, (ii) expenses incurred
in connection with the transactions contemplated by this AGREEMENT; and
(iii) realized or unrealized losses on securities classified as
available for sale in the GFBC AUDITED STATEMENTS;
(k) CAMCO shall have received from GRANT a written opinion dated the date
of COMPANY CLOSING that CAMCO will be entitled to account for the
COMPANY MERGER under the "pooling of interests" method;
(l) GFBC and GERMANTOWN shall have complied with Section 5.03 hereof to the
reasonable satisfaction of CAMCO;
(m) CAMCO shall have received the affiliate letters required by Section
6.05 of this AGREEMENT;
(n) The Amendment to the Charter of GERMANTOWN described in Section 6.17 of
this AGREEMENT, shall be effective; and
(o) CAMCO shall have received documentation from GFBC with respect to the
GERMANTOWN liquidation account, which documentation shall be reasonably
acceptable to CAMCO.
SECTION 7.03. CONDITIONS TO OBLIGATIONS OF GFBC AND GERMANTOWN. In addition
to the conditions contained in Section 7.01 of this AGREEMENT, the obligations
of GFBC and GERMANTOWN to effect the COMPANY MERGER and the BANK MERGER shall
also be subject to the fulfillment of each of the following conditions:
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<PAGE> 43
(a) The representations and warranties of CAMCO and FIRST FEDERAL contained
in Article Four of this AGREEMENT shall be true in all material
respects at and as of the date hereof and at and as of the date of the
COMPANY CLOSING as if made at and as of such time;
(b) CAMCO and FIRST FEDERAL shall have duly performed and complied in all
material respects with all agreements, covenants and conditions
required by this AGREEMENT to be performed or complied with by them
before or at the COMPANY CLOSING;
(c) There shall not have been a material adverse change in the financial
condition, assets, liabilities, obligations, properties, business or
prospects of CAMCO or FIRST FEDERAL after the date of this AGREEMENT;
(d) CAMCO and FIRST FEDERAL shall have delivered to GFBC a certificate
dated the day of the COMPANY CLOSING and signed by the President and
the Chief Financial Officer of each of CAMCO and FIRST FEDERAL to the
effect set forth in subsections (a), (b) and (c) of this Section 7.03;
and
(e) GFBC shall have received an opinion of CAMCO's counsel dated the date
of the COMPANY CLOSING in form reasonably acceptable to GFBC's counsel
opining with respect to matters listed on Exhibit D hereto.
ARTICLE EIGHT
TERMINATION
SECTION 8.01. TERMINATION. This AGREEMENT shall be terminated if the
AVERAGE CLOSING PRICE, as adjusted for any stock split, stock dividend,
recapitalization, combination, readjustment or other reclassification, is less
than $12.78. This AGREEMENT may be terminated at any time prior to the date of
the COMPANY CLOSING, whether before or after approval by the shareholders of
GFBC:
(a) By mutual consent of the Boards of Directors of GFBC and CAMCO; or
(b) By the Board of Directors of GFBC or CAMCO if:
(i) The COMPANY MERGER shall not have been consummated on or before
June 30, 1998; provided, however, that a party who is then in
breach of any of its representations, warranties, covenants or
agreements under this AGREEMENT in any material respect may not
exercise such right of termination if it has received notice from
the non-breaching party that the non-breaching party is
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<PAGE> 44
seeking specific performance of the breaching party's obligations
under this AGREEMENT; provided further, however, that no such
termination shall relieve the breaching party from liability for a
breach that occurs prior to such termination; or
(ii) Any event occurs which, in the reasonable opinion of either Board,
would preclude satisfaction of any of the conditions set forth in
Section 7.01 of this AGREEMENT; or
(c) By the Board of Directors of CAMCO if any event occurs which, in the
reasonable opinion of such Board, would preclude compliance with any of
the conditions set forth in Section 7.02 of this AGREEMENT; or
(d) By the Board of Directors of GFBC if any event occurs which, in the
reasonable opinion of such Board, would preclude compliance with any of
the conditions set forth in Section 7.03 of this AGREEMENT, or if the
AVERAGE CLOSING PRICE is more than $23.73, as adjusted for any stock
split, stock dividend, recapitalization, combination, readjustment or
other reclassification.
SECTION 8.02. WRITTEN NOTICE OF TERMINATION. In order to terminate this
AGREEMENT pursuant to Section 8.01(a), (b), (c) and (d), the party so acting
shall give written notice of such termination to the other party. This AGREEMENT
shall terminate on the date such notice is given.
SECTION 8.03. EFFECT OF TERMINATION. In the event of the termination of
this AGREEMENT, the provisions of this AGREEMENT shall become void and have no
effect; provided, however, that (a) the provisions set forth in Sections 6.09,
6.10 and 6.11 of this AGREEMENT shall survive such termination and shall remain
in full force and effect and (b) a termination of this AGREEMENT shall not
affect the liability of any party for an uncured breach of any term or condition
of this AGREEMENT.
SECTION 8.04. AMENDMENT. This AGREEMENT may be amended at any time before
or after approval of this AGREEMENT by the shareholders of GFBC, but after such
approval no amendment shall be made which materially and adversely affects the
rights of such shareholders without the further approval of such shareholders.
This AGREEMENT may not be amended except by an instrument in writing signed on
behalf of each of the parties hereto.
SECTION 8.05. WAIVER. Any term or provision of this AGREEMENT (other than
the requirement for shareholder approval) may be waived in writing at any time
by the party which is, or whose shareholders are, entitled to the benefits
thereof.
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<PAGE> 45
ARTICLE NINE
MISCELLANEOUS
SECTION 9.01. NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally or mailed by
registered or certified mail (return receipt requested) to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice):
If addressed to CAMCO or FIRST FEDERAL:
Larry A. Caldwell
President, Chief Executive Officer and Chairman of the Board
Camco Financial Corporation
814 Wheeling Avenue
Cambridge, Ohio 43725
with a copy to:
Roger A. Yurchuck
or
Terri Reyering Abare
Vorys, Sater, Seymour and Pease
221 East Fourth Street
Atrium Two, Suite 2100
Cincinnati, Ohio 45202
If addressed to GFBC or GERMANTOWN:
John T. Baker
President and Chief Executive Officer
GF Bancorp, Inc.
One North Plum Street
Germantown, Ohio 45327
with a copy to:
Cynthia A. Shafer
Vorys, Sater, Seymour and Pease
221 East Fourth Street
Atrium Two, Suite 2100
Cincinnati, Ohio 45202
SECTION 9.02. ENTIRE AGREEMENT. This AGREEMENT (including the exhibits,
documents and instruments referred to herein or therein) (a) constitutes the
entire agreement of the parties and supersedes all other prior agreements and
understandings, both written and oral, among the parties, or any of them, with
respect to the subject matter hereof; (b) is not intended to and shall not
confer any rights or remedies hereunder upon any person other than CAMCO, FIRST
FEDERAL, GFBC and GERMANTOWN; (c) shall not be assigned by operation of law
-45-
<PAGE> 46
or otherwise; and (d) shall be governed in all respects, including validity,
interpretation and effect, by the laws of the State of Delaware, except to the
extent that federal law may be applicable.
SECTION 9.03. EXECUTION IN COUNTERPARTS. This AGREEMENT may be executed in
two or more counterparts which together shall constitute a single AGREEMENT.
SECTION 9.04. HEADINGS. The headings of articles and sections herein are
for convenience of reference only, do not constitute a part of this AGREEMENT
and shall not be deemed to limit or affect any of the provisions hereof.
SECTION 9.05. NONSURVIVAL OF REPRESENTATIONS AND WARRANTIES. No
representation or warranty shall survive the COMPANY EFFECTIVE TIME.
SECTION 9.06. LIABILITIES AND SPECIFIC PERFORMANCE. The termination fee
provided for in Section 6.11 shall be the exclusive fee and remedy for a
termination of this AGREEMENT with respect to the matters described in Section
6.11. Other than with respect to such specific remedy, each party to this
AGREEMENT recognizes that, if it fails to perform, observe or discharge any of
its obligations under this AGREEMENT, remedies at law may not provide adequate
relief to the other party or parties. Therefore, each party is hereby authorized
to demand specific performance of this AGREEMENT, and is entitled to temporary
and permanent injunctive relief, in a court of competent jurisdiction at any
time when any other party fails to comply with any of the provisions of this
AGREEMENT applicable to it, in addition to any other remedy that may be
available in law or equity. To the extent permitted by applicable law, each
party hereby irrevocably waives any defense that it might have based on the
adequacy of a remedy at law that might be asserted as a bar to such remedy of
specific performance or injunctive relief.
-46-
<PAGE> 47
IN WITNESS WHEREOF, CAMCO, FIRST FEDERAL, GFBC and GERMANTOWN have caused
this AGREEMENT to be signed by their respective duly authorized officers on the
date first above written.
ATTEST: CAMCO FINANCIAL CORPORATION
/s/ Anthony J. Popp By: /s/ Larry A. Caldwell
- ------------------------------------ -------------------------------------
Anthony J. Popp Larry A. Caldwell
Secretary President, Chief Executive Officer
and Chairman of the Board
ATTEST: FIRST FEDERAL SAVINGS BANK
OF WASHINGTON COURT HOUSE
/s/ Harold H. Thompson By: William W. Whipple
- ------------------------------------ -------------------------------------
Harold H. Thompson William W. Whipple
Secretary President and Chief Executive Officer
ATTEST: GF BANCORP, INC.
/s/ Barbara L. Mullis By: /s/ John T. Baker
- ------------------------------------ -------------------------------------
Barbara L. Mullis John T. Baker
Secretary President and Chief Executive Officer
ATTEST: GERMANTOWN FEDERAL SAVINGS BANK
/s/ Barbara L. Mullis By: John T. Baker
- ------------------------------------ -------------------------------------
Barbara L. Mullis John T. Baker
Secretary President and Chief Executive Officer
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<PAGE> 48
ACKNOWLEDGMENT
STATE OF OHIO )
) SS:
COUNTY OF GUERNSEY )
BE IT REMEMBERED that on this 24th day of July, 1997, personally came
before me, a Notary Public in and for the State and County aforesaid, Larry A.
Caldwell, President of Camco Financial Corporation, and duly executed the
Agreement and Plan of Reorganization before me and acknowledged the same to be
his act and deed and the act and deed of said corporation and that the facts
therein are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 24th day of
July, 1997.
/s/ Sandra S. Flood
----------------------------------------
Notary Public
[Notary Public Seal]
SANDRA S. FLOOD
Notary Public, State of Ohio
My Commission Expires 4-20-98
STATE OF OHIO )
) SS:
COUNTY OF FAYETTE )
BE IT REMEMBERED that on this 24th day of July, 1997, personally came
before me, a Notary Public in and for the State and County aforesaid, William W.
Whipple, President of First Federal Savings Bank of Washington Court House, and
duly executed the Agreement and Plan of Reorganization before me and
acknowledged the same to be his act and deed and the act and deed of said
corporation and that the facts therein are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 24th day of
July, 1997.
/s/ Vicki Pendleton
----------------------------------------
Notary Public
VICKI PENDLETON
NOTARY PUBLIC, STATE OF OHIO
My Commission Expires Aug. 18, 1999
-48-
<PAGE> 49
STATE OF OHIO )
) SS:
COUNTY OF MONTGOMERY )
BE IT REMEMBERED that on this 28th day of July, 1997, personally came
before me, a Notary Public in and for the State and County aforesaid, John T.
Baker, President of GF Bancorp, Inc., and duly executed the Agreement and Plan
of Reorganization before me and acknowledged the same to be his act and deed and
the act and deed of said corporation and that the facts therein are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day of
July, 1997.
/s/ Cynthia Anne Shafer
----------------------------------------
Notary Public
CYNTHIA ANNE SHAFER, Attorney at Law
NOTARY PUBLIC, STATE OF OHIO
My Commission has no expiration [Notorial
date Section 147.03 R.C. Seal]
STATE OF OHIO )
) SS:
COUNTY OF MONTGOMERY )
BE IT REMEMBERED that on this 28th day of July, 1997, personally came
before me, a Notary Public in and for the State and County aforesaid, John T.
Baker, President of Germantown Federal Savings Bank, and duly executed the
Agreement and Plan of Reorganization before me and acknowledged the same to be
his act and deed and the act and deed of said corporation and that the facts
therein are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day of
July, 1997.
/s/ Cynthia Anne Shafer
----------------------------------------
Notary Public
CYNTHIA ANNE SHAFER, Attorney at Law
NOTARY PUBLIC, STATE OF OHIO
My Commission has no expiration [Notorial
date Section 147.03 R.C. Seal]
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<PAGE> 50
EXHIBIT A
MERGER AGREEMENT
THIS MERGER AGREEMENT (hereinafter referred to as this "AGREEMENT"), made
and entered into on July ___, 1997, by and between First Federal Savings Bank of
Washington Court House (hereinafter referred to as "FIRST FEDERAL"), a savings
bank incorporated under the laws of the United States and a wholly-owned
subsidiary of Camco Financial Corporation, a Delaware corporation (hereinafter
referred to as "CAMCO"), and Germantown Federal Savings Bank (hereinafter
referred to as "GERMANTOWN"), a savings bank incorporated under the laws of the
United States and a wholly-owned subsidiary of GF Bancorp, Inc., a Delaware
corporation (hereinafter referred to as "GFBC");
WITNESSETH:
WHEREAS, CAMCO, FIRST FEDERAL, GFBC and GERMANTOWN are parties to an
Agreement of Merger and Plan of Reorganization dated July ___, 1997 (hereinafter
referred to as the "PLAN OF REORGANIZATION"), pursuant to which GFBC would be
merged with and into CAMCO and thereafter GERMANTOWN would be merged with and
into FIRST FEDERAL;
WHEREAS, the authorized capital of FIRST FEDERAL consists of 500,000 common
shares, One Dollar ($1.00) par value per share, 180,000 of which are issued and
outstanding and are owned of record by CAMCO and 500,000 preferred shares, One
Dollar ($1.00) par value per share, none of which is issued or outstanding;
WHEREAS, the authorized capital of GERMANTOWN consists of 1,250,000 common
shares, One Cent ($0.01) par value per share, 100,000 of which are issued and
outstanding and owned of record by GFBC and 250,000 preferred shares, One Cent
($0.01) par value per share, none of which is issued or outstanding; and
WHEREAS, the Boards of Directors of FIRST FEDERAL and GERMANTOWN believe
that the merger of GERMANTOWN with and into FIRST FEDERAL is in the best
interest of GERMANTOWN and FIRST FEDERAL;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, FIRST FEDERAL and GERMANTOWN, each
intending to be legally bound, hereby agree that the terms of the merger shall
be as follows:
ARTICLE ONE
SECTION 1.01. At the EFFECTIVE TIME (hereinafter defined), which shall
occur after both the closing and effective time of the merger of GFBC into
CAMCO, GERMANTOWN shall merge with and into FIRST FEDERAL (the "MERGER") and
FIRST FEDERAL shall be the continuing, surviving and resulting institution in
the MERGER, shall continue to exist as a federal savings bank organized under
the laws of the United States
<PAGE> 51
and shall be the only one of GERMANTOWN and FIRST FEDERAL to continue its
separate corporate existence at and after the EFFECTIVE TIME. As used in this
AGREEMENT, the term "RESULTING INSTITUTION" refers to FIRST FEDERAL at and after
the EFFECTIVE TIME. The name of the RESULTING INSTITUTION shall be "First
Federal Savings Bank of Washington Court House".
SECTION 1.02. At the EFFECTIVE TIME, each common share of GERMANTOWN issued
and outstanding prior to the MERGER shall, by virtue of the MERGER and without
any action on the part of the parties hereto, be cancelled and extinguished and,
at and after the EFFECTIVE TIME, the capital of the RESULTING INSTITUTION shall
consist of 500,000 common shares of FIRST FEDERAL, One Dollar ($1.00) par value
per share, 180,000 of which are issued and outstanding and owned of record by
CAMCO and 500,000 preferred shares of FIRST FEDERAL, One Dollar ($1.00) par
value per share, none of which is issued or outstanding.
Any common shares of GERMANTOWN held in the Treasury of GERMANTOWN
immediately prior to the EFFECTIVE TIME shall be retired, cancelled and
extinguished. Each common share of FIRST FEDERAL issued and outstanding
immediately prior to the EFFECTIVE TIME shall be unchanged and shall remain
issued and outstanding.
SECTION 1.03. The Amended Charter of FIRST FEDERAL shall be the Amended
Charter of the RESULTING INSTITUTION until amended in accordance with law.
SECTION 1.04. The Bylaws of FIRST FEDERAL shall be the Bylaws of the
RESULTING INSTITUTION until amended in accordance with law.
SECTION 1.05. At and after the EFFECTIVE TIME and until changed in
accordance with law, the home office of FIRST FEDERAL at 134 E. Court Street,
Washington Court House, Ohio 43160, shall be the home office of the RESULTING
INSTITUTION and the existing branch office of FIRST FEDERAL at 1050 Washington
Avenue, Washington Court House, Ohio 43160 shall be a branch office of the
RESULTING INSTITUTION.
At and after the EFFECTIVE TIME and until changed in accordance with law, the
former offices of GERMANTOWN at the following locations shall be branch offices
of the RESULTING INSTITUTION:
One North Plum Street 675 West Main Street
Germantown, Ohio 45323 New Lebanon, Ohio 45345
2
<PAGE> 52
SECTION 1.06. At and after the EFFECTIVE TIME and until changed in
accordance with law, the number of directors of the RESULTING INSTITUTION shall
be eight, the names, residence addresses and office terms of whom are as
follows:
RESIDENCE TERM
NAMES ADDRESS EXPIRES
- ----- --------- -------
James R. Hanawalt 10 Royal Court January 2000
Washington Court House, Ohio 43160
Larry A. Caldwell 10491 Rock Hill Road January 2000
Cambridge, Ohio 43725
Anthony J. Popp 507 Tupper Street January 1998
Marietta, Ohio 45750
Philip L. French P.O. Box 82 January 1998
Washington Court House, Ohio 43160
Jeffrey D. Teeters 540 Highland Avenue January 1999
Washington Court House, Ohio 43160
Terry A. Feick 321 N. North Street January 1999
Washington Court House, Ohio 43160
William W. Whipple 1521 Mark Road January 1998
Washington Court House, Ohio 43160
ARTICLE TWO
SECTION 2.01. At and after the EFFECTIVE TIME, the separate existence of
GERMANTOWN shall cease; provided, however, that whenever a conveyance,
assignment, transfer, deed or other instrument or act is necessary to vest
property or rights in the RESULTING INSTITUTION, the officers of FIRST FEDERAL
and GERMANTOWN shall execute, acknowledge and deliver such instruments and do
such acts.
SECTION 2.02. At and after the EFFECTIVE TIME, all of the assets and
property of every kind and character, real, personal and mixed, tangible and
intangible, choses in action, rights and credits owned by FIRST FEDERAL and
GERMANTOWN at the EFFECTIVE TIME, or which would inure to any of them, shall
immediately, by operation of law and without any conveyance or transfer and
without any further act or deed, be vested in and become the property
3
<PAGE> 53
of the RESULTING INSTITUTION, which shall have, hold and enjoy the same in its
own right as fully and to the same extent as the same were possessed, held and
enjoyed by FIRST FEDERAL and GERMANTOWN before the MERGER. The RESULTING
INSTITUTION shall be deemed to be and shall be a continuation of the entity and
identity of FIRST FEDERAL. All of the rights and obligations of FIRST FEDERAL
and GERMANTOWN shall remain unimpaired and the RESULTING INSTITUTION shall
succeed to all of such rights and obligations and the duties and liabilities
connected therewith. Title to any real estate or any interest therein vested in
any of either FIRST FEDERAL or GERMANTOWN shall not revert or in any way be
impaired by reason of the MERGER. Any claim existing, or action or proceeding
pending, by or against either FIRST FEDERAL or GERMANTOWN, may be prosecuted to
judgment with right of appeal as if the MERGER had not taken place or the
RESULTING INSTITUTION may be substituted in its place.
SECTION 2.03. At and after the EFFECTIVE TIME, all the rights of creditors
of each of FIRST FEDERAL and GERMANTOWN shall be preserved unimpaired, and all
liens upon the property of FIRST FEDERAL and GERMANTOWN shall be preserved
unimpaired on only the property affected by any such lien immediately before the
EFFECTIVE TIME.
SECTION 2.04. At the EFFECTIVE TIME and as a result of the MERGER, each
GERMANTOWN savings deposit or other account then existing shall, automatically
and without further act of FIRST FEDERAL or GERMANTOWN or the holder thereof, be
cancelled and extinguished. In substitution and exchange for each GERMANTOWN
passbook savings deposit so cancelled and extinguished, the holder thereof shall
automatically receive from the RESULTING INSTITUTION a FIRST FEDERAL passbook
savings account with a beginning balance equal in dollar amount to the dollar
amount of the GERMANTOWN passbook savings deposit account so cancelled and
extinguished and otherwise on the same terms as other FIRST FEDERAL passbook
savings accounts accepted by FIRST FEDERAL at the EFFECTIVE TIME. In
substitution for each GERMANTOWN savings deposit other than a passbook savings
deposit so cancelled and extinguished, the holder thereof shall automatically
receive from the RESULTING INSTITUTION a FIRST FEDERAL savings account with a
beginning balance equal in dollar amount to the dollar amount of the GERMANTOWN
savings deposit account so cancelled and extinguished and otherwise having the
same terms as the GERMANTOWN savings deposit so cancelled and extinguished.
SECTION 2.05. The holder of each GERMANTOWN savings deposit or other
account cancelled and extinguished in accordance with Section 2.04 of this
Merger Agreement shall forthwith be entered on the records of the RESULTING
INSTITUTION as the holder of an appropriate FIRST FEDERAL savings deposit or
other account in an amount determined as provided in Section 2.04 and, until
Section 2.06 of this AGREEMENT shall have been complied with, each passbook,
certificate of deposit or other account issued by GERMANTOWN shall be deemed,
for all purposes, to evidence a savings deposit or other account of the
RESULTING INSTITUTION.
4
<PAGE> 54
SECTION 2.06. Each person who, as a result of the MERGER, holds a passbook,
certificate of deposit or other document issued by GERMANTOWN which theretofore
evidenced a GERMANTOWN savings deposit or other account shall surrender each
such passbook, certificate or other document to the RESULTING INSTITUTION. Upon
such surrender, the RESULTING INSTITUTION shall deliver in substitution therefor
an account book or other document evidencing the FIRST FEDERAL savings deposit
or other account received by such person in accordance with Section 2.04 of this
AGREEMENT.
ARTICLE THREE
Notwithstanding any other provision of this AGREEMENT, the obligation of
FIRST FEDERAL and GERMANTOWN to effect the MERGER shall be subject to: (i) the
satisfaction at or before the EFFECTIVE TIME of each of the conditions set forth
in Article Seven of the PLAN OF REORGANIZATION; (ii) the approval of this
AGREEMENT by GFBC as the sole shareholder of GERMANTOWN and by CAMCO as the sole
shareholder of FIRST FEDERAL at meetings of shareholders duly called and held
(or by consent or consents in lieu thereof); (iii) receipt of approval of the
MERGER from all governmental authorities whose approval is required; (iv)
receipt of any necessary regulatory approval to operate the offices of
GERMANTOWN as offices of FIRST FEDERAL; and (v) the close and the effective time
of the merger of GFBC and CAMCO before the EFFECTIVE TIME.
ARTICLE FOUR
SECTION 4.01. The closing of the transactions contemplated by this
AGREEMENT shall take place on a date selected by FIRST FEDERAL which date shall
be after the effective time of the merger of GFBC into CAMCO. FIRST FEDERAL and
GERMANTOWN shall cause Articles of Combination to be filed with the Office of
Thrift Supervision. The MERGER shall become effective on the date and at the
time that Articles of Combination are declared effective by the Office of Thrift
Supervision unless a later date and time is specified as the effective time on
the endorsement of said Articles of Combination (the "EFFECTIVE TIME").
SECTION 4.02. In the event of the termination of the PLAN OF REORGANIZATION
in accordance with Article Eight thereof, this AGREEMENT shall terminate and
shall thereafter be of no further force or effect.
ARTICLE FIVE
SECTION 5.01. The MERGER shall have no effect upon the GERMANTOWN
Liquidation Account which is assumed by FIRST FEDERAL at the EFFECTIVE TIME in
accordance with 12 C.F.R. 563b3(f).
SECTION 5.02. The MERGER shall not be effective unless and until said
MERGER receives any necessary approval from the Office of Thrift Supervision.
5
<PAGE> 55
ARTICLE SIX
SECTION 6.01. This AGREEMENT may be executed in two or more counterparts
which shall be deemed to constitute a single AGREEMENT.
SECTION 6.02. This AGREEMENT shall be governed by and construed in
accordance with the laws of the United States.
IN WITNESS WHEREOF, FIRST FEDERAL and GERMANTOWN caused this AGREEMENT to
be signed by their respective duly authorized officers on the date first above
written.
ATTEST: FIRST FEDERAL SAVINGS BANK
OF WASHINGTON COURT HOUSE
By:
- ------------------------------------ ------------------------------------
Harold H. Thompson William W. Whipple
Secretary President
ATTEST: GERMANTOWN FEDERAL SAVINGS BANK
By:
- ------------------------------------ ------------------------------------
Barbara L. Mullis John T. Baker
Secretary President
6
<PAGE> 56
ACKNOWLEDGMENTS
STATE OF OHIO )
) SS:
COUNTY OF ___________ )
BE IT REMEMBERED that on this ____ day of July, 1997, personally came
before me, a Notary Public in and for the State and County aforesaid, William W.
Whipple, President of First Federal Savings Bank of Washington Court House, and
duly executed the Merger Agreement before me and acknowledged the same to be his
act and deed and the act and deed of said corporation and that the facts therein
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this ___ day of
July, 1997.
----------------------------------------
Notary Public
STATE OF OHIO )
) SS:
COUNTY OF ___________ )
BE IT REMEMBERED that on this ___ day of July, 1997, personally came before
me, a Notary Public in and for the State and County aforesaid, John T. Baker,
President of Germantown Federal Savings Bank, and duly executed the Merger
Agreement before me and acknowledged the same to be his act and deed and the act
and deed of said corporation and that the facts therein are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this ___ day of
July, 1997.
----------------------------------------
Notary Public
7
<PAGE> 57
EXHIBIT B
---------
STOCKHOLDER AGREEMENT
---------------------
The undersigned (the "Stockholder"), who is a stockholder of GF Bancorp,
Inc. ("Company"), has executed this Stockholder Agreement to be effective as of
the _____ day of July, 1997.
RECITALS
A. The Stockholder owns or has the power to vote, other than in a fiduciary
capacity, _______ shares of the common stock, One Cent ($0.01) par value, of the
Company (together with all shares of such stock which the Stockholder
subsequently acquires or obtains the power to vote, other than in a fiduciary
capacity, the "Shares").
B. The Company has entered into a certain Agreement of Merger and Plan
Reorganization with Camco Financial Corporation, a Delaware corporation
("Camco"), of even date herewith (the "Merger Agreement").
C. Under the terms of the Merger Agreement, the Company has agreed, subject
to certain terms and conditions, to call a meeting of its stockholders for the
purpose of voting upon the approval of the Merger (together with any
adjournments thereof, the "Stockholders' Meeting").
D. The Company and Camco have made it a condition to their entering into
the Merger Agreement that certain stockholders of the Company, including the
Stockholder, shall have agreed to vote their shares of the Company's stock in
favor of the Merger.
AGREEMENT
Accordingly, the parties hereto agree as follows:
1. AGREEMENT TO VOTE. The Stockholder agrees, subject to Section 2, below,
to vote the Shares as follows:
(a) in favor of the adoption of the Merger Agreement at the
Stockholders' Meeting;
(b) against the approval of any proposal relating to a competing
merger or business combination involving an acquisition of the Company or the
purchase of all or a substantial portion of the assets of the Company by any
person or entity other than Camco or another affiliate of Camco; and
<PAGE> 58
(c) against any other transaction which is inconsistent with the
obligation of the Company to consummate the Merger in accordance with the Merger
Agreement.
2. LIMITATION ON VOTING POWER. It is expressly understood and acknowledged
that nothing contained herein is intended to restrict the Stockholder from
voting on any matter, or otherwise from acting, in the Stockholder's capacity as
a director of the Company with respect to any matter, including but not limited
to, the management or operation of the Company.
3. TERMINATION. This Agreement shall terminate on the earlier of (a) the
first anniversary of this Agreement, (b) the date on which the Merger Agreement
is terminated in accordance with Article Eight of the Merger Agreement, (c) the
date on which the Merger is consummated, or (d) the death of the Stockholder.
4. REPRESENTATIONS, WARRANTIES, AND ADDITIONAL COVENANTS OF THE
STOCKHOLDER. The Stockholder hereby represents and warrants to Camco that (a)
the Stockholder has the capacity and all necessary power and authority to vote
the Shares, and (b) this Agreement constitutes a legal, valid, and binding
obligation of the Stockholder, enforceable in accordance with its terms, except
as may be limited by bankruptcy, insolvency, or similar laws affecting
enforcement of creditors rights generally. The Stockholder further agrees that,
during the term of this Agreement, the Stockholder will not, without the prior
written consent of Camco, which consent shall not be unreasonably withheld,
sell, pledge, or otherwise voluntarily dispose of any of the Shares which are
owned by the Stockholder or take any other voluntary action which would have the
effect of removing the Stockholder's power to vote the Shares or which would be
inconsistent with this Agreement, provided that the Stockholder may transfer all
or a portion of the Shares to an immediate family member, but only if the
transferee executes an identical Stockholder Agreement .
5. SPECIFIC PERFORMANCE. The undersigned hereby acknowledges that damages
would be an inadequate remedy for any breach of the provisions of this Agreement
and agrees that the obligations of the Stockholder shall be specifically
enforceable and that Camco shall be entitled to injunctive or other equitable
relief upon such a breach by the Stockholder. The Stockholder further agrees to
waive any bond in connection with the obtaining of any such injunctive or
equitable relief. This provision is without prejudice to any other rights that
Camco may have against the Stockholder for any failure to perform his
obligations under this Agreement.
6. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware without regard to any of its
conflict of laws principles.
7. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings attributed to such terms in the Merger Agreement.
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<PAGE> 59
IN WITNESS WHEREOF, the undersigned has executed this Stockholder
Agreement as of the day and year first above written.
STOCKHOLDER:
----------------------------------------
Signature
----------------------------------------
Print Name
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<PAGE> 60
EXHIBIT C
---------
LEGAL OPINION MATTERS
1. The due incorporation, valid existence and good standing of GFBC and
GERMANTOWN under the laws of Delaware and the United States, respectively, the
corporate power and authority of each to own and operate its properties and to
carry on its business as now conducted, and the corporate power and authority of
each to enter into the AGREEMENT and/or the BANK MERGER AGREEMENT, and the power
and authority of GFBC and GERMANTOWN to consummate the transactions contemplated
by the AGREEMENT and the BANK MERGER AGREEMENT.
2. With respect to each of GFBC and GERMANTOWN, to the knowledge of
counsel: (i) based solely upon a certificate of the Treasurer of GFBC and
GERMANTOWN, the number of authorized, issued and outstanding shares of capital
stock immediately prior to the Closing, and (ii) the nonexistence of any
violation of the preemptive or subscription rights of any person, pursuant to
the Certificate of Incorporation and Charter.
3. The due and proper performance of all corporate acts and other
proceedings necessary or required to be taken by GFBC and/or GERMANTOWN to
authorize the execution, delivery and performance of the AGREEMENT and the BANK
MERGER AGREEMENT, the due execution and delivery of the AGREEMENT and the BANK
MERGER AGREEMENT by GFBC and/or GERMANTOWN, and the AGREEMENT and the BANK
MERGER AGREEMENT as a valid and binding obligation of GFBC and/or GERMANTOWN,
enforceable against GFBC and/or GERMANTOWN in accordance with their terms
(subject to the provisions of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or similar laws affecting the enforceability of
creditors' rights generally from time to time in effect, and equitable
principles relating to the granting of specific performance and other equitable
remedies as a matter of judicial discretion).
4. The execution of the AGREEMENT and the BANK MERGER AGREEMENT by GFBC
and/or GERMANTOWN, and the consummation of the COMPANY MERGER, the BANK MERGER
and the other transactions contemplated therein, does not violate or cause a
default under their Certificate of Incorporation, Charter or Bylaws, as
applicable, or, to the knowledge of counsel, any statute, regulation or rule or
any judgment, order or decree against or any material agreement binding upon
GFBC or GERMANTOWN.
5. The receipt of all required consents, approvals, orders or
authorizations of, or registrations, declarations or filings with or notices to,
any court, administrative agency or commission or other governmental authority
or instrumentality, domestic or foreign, or, to the knowledge of counsel, any
other person or entity required to be obtained or made by GFBC and/or GERMANTOWN
in connection with the execution and delivery of the AGREEMENT and the BANK
MERGER AGREEMENT or the consummation of the transactions contemplated therein.
<PAGE> 61
6. To the knowledge of counsel, the nonexistence of any actions, suits,
proceedings, orders, investigations or claims pending or threatened in writing
against or affecting GFBC or GERMANTOWN.
-2-
<PAGE> 62
EXHIBIT D
---------
LEGAL OPINION MATTERS
1. The due incorporation, valid existence and good standing of CAMCO and
FIRST FEDERAL under the laws of Delaware and the United States, respectively,
the corporate power and authority of each to own and operate its properties and
to carry on its business as now conducted, the corporate power and authority of
each to enter into the AGREEMENT and/or the BANK MERGER AGREEMENT, and the power
and authority to consummate the transactions contemplated by the AGREEMENT and
the BANK MERGER AGREEMENT.
2. With respect to each of CAMCO and FIRST FEDERAL, to the knowledge of
counsel: (i) based solely upon a certificate of the Treasurer of CAMCO and FIRST
FEDERAL, the number of authorized, issued and outstanding shares of capital
stock immediately prior to the Closing, and (ii) the nonexistence of any
violation of the preemptive or subscription rights of any person, pursuant to
the Certificate of Incorporation and Charter.
3. The due and proper performance of all corporate acts and other
proceedings necessary or required to be taken by CAMCO and FIRST FEDERAL to
authorize the execution, delivery and performance of the AGREEMENT and the BANK
MERGER AGREEMENT, the due execution and delivery of the AGREEMENT and the BANK
MERGER AGREEMENT by CAMCO and/or FIRST FEDERAL, and the AGREEMENT and the BANK
MERGER AGREEMENT as a valid and binding obligation of CAMCO and/or FIRST
FEDERAL, enforceable against CAMCO and/or FIRST FEDERAL in accordance with their
terms (subject to the provisions of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or similar laws affecting the
enforceability of creditors' rights generally from time to time in effect, and
equitable principles relating to the granting of specific performance and other
equitable remedies as a matter of judicial discretion).
4. The execution of the AGREEMENT and the BANK MERGER AGREEMENT by CAMCO
and/or FIRST FEDERAL, and the consummation of the COMPANY MERGER, the BANK
MERGER and the other transactions contemplated therein, does not violate or
cause a default under their Certificate of Incorporation, Charter or Bylaws, as
applicable, or, to the knowledge of counsel, any statute, regulation or rule or
any judgment, order or decree against or any material agreement binding upon
CAMCO or FIRST FEDERAL.
5. The receipt of all required consents, approvals, orders or
authorizations of, or registrations, declaration or filings with or notices to,
any court, administrative agency or commission or other governmental authority
or instrumentality, domestic or foreign, or, to the knowledge of counsel, any
other person or entity required to be obtained or made by CAMCO and/or FIRST
FEDERAL in connection with the execution and delivery of the AGREEMENT and the
BANK MERGER AGREEMENT or the consummation of the transactions contemplated
therein.
6. To the knowledge of counsel, the nonexistence of any actions, suits,
proceedings, orders, investigations or claims pending or threatened in writing
against or affecting CAMCO or FIRST FEDERAL.
<PAGE> 63
7. The CAMCO SHARES, when issued in accordance with the AGREEMENT, will be
duly authorized, validly issued, fully paid and nonassessable and not issued in
violation of the preemptive rights of any person.
-2-
<PAGE> 1
CAMCO FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
814 Wheeling Avenue
P.O. Box 708
Cambridge, Ohio 43725-0708
Phone: 614-432-5641
Fax: 614-432-6107
NEW RELEASE
JULY 28, 1997
FOR IMMEDIATE RELEASE
---------------------
Larry A. Caldwell John T. Baker
President and CEO President and CEO
Camco Financial Corporation GF Bancorp, Inc.
814 Wheeling Avenue 1 North Plum Street
Cambridge, OH 43725 Germantown, OH 45327
(614) 432-5641 (937) 855-4125
CAMCO FINANCIAL CORPORATION AND
GF BANCORP, INC. SIGN DEFINITIVE AGREEMENT
Cambridge, Ohio - Camco Financial Corporation (Nasdaq National Market
"CAFI") and GF Bancorp, Inc. (Nasdaq Bulletin Board "GNPI") jointly announced
today the signing of a definitive agreement for the acquisition of GF Bancorp by
Camco. Headquartered in Cambridge, Ohio, Camco specializes in community banking,
mortgage banking, and title services through offices in Ohio, Kentucky and West
Virginia. GF Bancorp, parent company of Germantown Federal Savings Bank, has
offices in Germantown and New Lebanon, Ohio. Germantown Federal Savings Bank
will be merged into First Federal Savings Bank of Washington Court House, a
wholly-owned subsidiary of Camco Financial Corporation.
Under the terms of the agreement, Camco will exchange 1.616 shares (the
"Exchange Ratio") of its common stock for each of the 292,958 outstanding shares
of GF Bancorp stock,
-1-
<PAGE> 2
[CAMCO FINANCIAL CORPORATION LETTERHEAD]
subject to possible adjustment. Based on Camco's closing price of $18.75 on July
25, 1997 and assuming the exercise of all of GF Bancorp's outstanding options,
the transaction would be valued at $30.30 per share of GF Bancorp stock, or
approximately $9.7 million.
The merger, which will be accounted for as a pooling of interests, is
expected to be consummated no later than the first quarter of 1998, pending
approval by GF Bancorp's shareholders, regulatory approval and other customary
conditions of closing. The transaction is expected to be a "tax-free"
reorganization for federal income tax purposes.
If the average of the daily average between the closing bid and asked
prices of Camco for the twenty consecutive trading days ending three trading
days prior to closing (the "Average Price") is above $20.99, the Exchange Ratio
will be adjusted downward to give an equivalent value of $33.93 per GF Bancorp
share. If the Average Price of Camco is below $15.51 per share, the Exchange
Ratio will be adjusted upward to give an equivalent value of $25.08 per GF
Bancorp share. If Camco's Average Price is above $23.73, GF Bancorp will have
the right to terminate the agreement. If the Average Price of Camco is below
$12.78 per share, the agreement terminates.
At March 31, 1997, GF Bancorp had total assets of $48.1 million, deposits
of $40.4 million and shareholders' equity of $6.4 million. GF Bancorp reported
net income of $116,000 or $0.39 per share for the quarter ended March 31, 1997,
with an annualized return on assets of 0.97% and an annualized return on
shareholders' equity of 7.26%.
-2-
<PAGE> 3
[CAMCO FINANCIAL CORPRATION LETTERHEAD]
At March 31, 1997, Camco had total assets of $472.4 million, deposits of
$363.6 million and shareholders' equity of $45.8 million. Camco reported net
income of $1.2 million or $0.39 per share for the quarter ended March 31, 1997
with an annualized return on assets of $1.00% and a annualized return on
shareholder's equity of 10.41%.
Larry A. Caldwell, President and Chief Executive Officer of Camco Financial
Corporation, stated, "We are very pleased to announce this merger with GF
Bancorp. This acquisition is consistent with our previous stated growth plans
and provides Camco an opportunity to expand into another attractive Ohio market.
We look forward to welcoming Germantown's customers into Camco's growing family
of banks."
John T. Baker, President and Chief Executive Officer of GF Bancorp, Inc.,
stated, "We believe that this transaction will benefit our shareholders,
customers and employees. Having Camco stock will enhance the liquidity for our
shareholders. Camco is one of Ohio's premier community financial institutions
and offers a broad array of products that meet the needs of our customers. Also,
our employees will have the opportunity to grow and prosper as part of a larger
and more rapidly growing company. As part of the Camco Financial family of banks
we will be in a stronger competitive position in the years ahead."
McDonald & Company Securities, Inc., is serving as GF Bancorp's financial
advisor and has delivered a fairness opinion to its Board of Directors. National
Capital Companies, LLC is serving as Camco's financial advisor and has delivered
a fairness opinion to its Board of Directors.
-3-
<PAGE> 4
CAMCO FINANCIAL CORPORATION'S ACQUISITION OF GF BANCORP, INC.
SUMMARY FACT SHEET
ANNOUNCEMENT DATE: July 28, 1997
DEAL STRUCTURE: Pooling of interests
Tax-Free exchange
Due diligence completed
Definitive agreement signed
$250,000 break-up fee
TERMS: 1.616 Shares of CAFI common for each share of GNPI,
subject to adjustment in the event that the Average Price
of CAFI is greater than $23.73 or less than $15.51 during
a period prior to closing.
TIMING: Subject to normal regulatory approval and approval by GF
Bancorp's shareholders.
Closing expected in first quarter of 1998.
PRICING: Purchase Price per share (A) $30.30
Price to book value (3/31/97) $138.7%
Price to trailing EPS (3/31/97) (B) 23.7x
CAFI shares issued (000) (C) 518,259
Estimated transaction value $9.7 million
(A) Based upon the closing price of CAFI of $18.75 on June 25,
1997.
(B) Adjusted for after-tax one-time SAIF adjustment of
$177,897.
(C) Assumes exercise of GNPI's 27,747 outstanding options.
TRANSACTION RATIONALE:
- - Logical contiguous expansion into complementary market.
- - CAFI will have the opportunity to enhance Germantown's net interest margin and
noninterest income.
- - CAFI's growth potential will enable it to effectively utilize Germantown's
excess capital.
- - With the planned operating expense savings from the immediate integration of
Germantown Federal Savings Bank into First Federal of Washington Court House,
as well as the expected revenue enhancements, Camco projects the transaction
will be neutral to earnings per share in the first year following the
acquisition.
<PAGE> 5
CAMCO FINANCIAL CORPORATION'S ACQUISITION OF GF BANCORP, INC.
PRO FORMA COMBINED FACT SHEET
MARCH 31, 1997
($ IN THOUSANDS EXCEPT PER SHARE)
<TABLE>
<CAPTION>
CAFI GNPI PRO FORMA
<S> <C> <C> <C>
Total Assets $ 472,430 $48,122 $ 520,552
Loans receivable - net 394,532 32,524 427,056
Deposits 363,558 40,369 403,927
Shareholders' equity 45,789 6,399 52,188
Equity/assets 9.69% 13.30% 10.03%
Return on average assets(A) 1.00% 0.97% 1.00%
Return on average equity(A) 10.41% 7.26% 10.02%
Nonperforming assets to assets 0.68% 0.35% 0.65%
Loan loss reserves to nonperforming loans 40.3% 76.1% 42.1%
Shares outstanding 3,061,520 292,958 3,534,940
Book value per share $ 14.96 $ 21.84 $ 14.76
Market capitalization ($ millions)(B) $ 57.4 $ 4.9 $ 66.3
</TABLE>
(A) Quarter ended March 31, 1997. Pro forma numbers do not include merger
synergies.
(B) Based upon the closing prices on July 25, 1997.
