SCHEDULE 14A INFORMATION
Proxy Statement pursuant to Section 14(a) to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party Other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
CAMCO FINANCIAL CORPORATION
___________________________________________________
(Name of Registrant as Specified in Its Charter)
N/A
___________________________________________________
(Name of Person(s) Filing Proxy Statement, if
Other than the Registrant)
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) and O-11
(1) Title of each number of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11.
[ ] Fee paid previously with preliminary materials
[ ] Check box is any part of the fee is offset as provided by Exchange Act Rule
O-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
CAMCO FINANCIAL CORPORATION
814 Wheeling Avenue
Cambridge, Ohio 43725
(614) 432-5641
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the 1997 Annual Meeting of Stockholders of
Camco Financial Corporation ("Camco") will be held at The Pritchard Laughlin
Civic Center, 7033 Glenn Highway, Cambridge, Ohio 43725, on May 27, 1997, at
3:00 p.m., Eastern Daylight Time (the "Annual Meeting"), for the following
purposes, all of which are more completely set forth in the accompanying Proxy
Statement:
1. To elect three directors of Camco for terms expiring in 2000;
2. To ratify the selection of Grant Thornton LLP, as the auditors of
Camco for the current fiscal year; and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Only stockholders of Camco of record at the close of business on April 16,
1997, will be entitled to receive notice of and to vote at the Annual Meeting
and at any adjournments thereof. Whether or not you expect to attend the Annual
Meeting, we urge you to consider the accompanying Proxy Statement carefully and
to SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY SO THAT YOUR SHARES MAY BE
VOTED IN ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF A QUORUM MAY BE
ASSURED. The giving of a Proxy does not affect your right to vote in person in
the event you attend the Annual Meeting.
By Order of the Board of Directors
Anthony J. Popp
__________________________________
April 23, 1997 Anthony J. Popp, Secretary
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CAMCO FINANCIAL CORPORATION
814 Wheeling Avenue
Cambridge, Ohio 43725
(614) 432-5641
PROXY STATEMENT
PROXIES
The enclosed Proxy is being solicited by the Board of Directors of Camco
Financial Corporation ("Camco") for use at the 1997 Annual Meeting of
Stockholders of Camco to be held at The Pritchard Laughlin Civic Center, 7033
Glenn Highway, Cambridge, Ohio 43725, on May 27, 1997, at 3:00 p.m., Eastern
Daylight Time, and at any adjournments thereof (the "Annual Meeting").
Each properly executed Proxy received prior to the Annual Meeting and not
revoked will be voted as specified thereon or, in the absence of specific
instructions to the contrary, will be voted:
FOR the reelection of Robert C. Dix, Jr., Kenneth R. Elshoff and Paul
D. Leake as directors of Camco for terms expiring in 2000; and
FOR the ratification of the selection of Grant Thornton LLP ("Grant
Thornton"), as the auditors of Camco for the current fiscal year.
Proxies may be solicited by the directors, officers and other employees of
Camco in person or by telephone, telegraph or mail only for use at the Annual
Meeting. Such Proxies will not be used for any other meeting. Proxies may be
revoked by (a) the delivery of a written notice expressly revoking the Proxy to
the Secretary of Camco at the above address prior to the Annual Meeting, (b) the
delivery of a later dated Proxy to Camco at the above address prior to the
Annual Meeting, or (c) the attendance at the Annual Meeting and the casting of
votes personally. Attendance at the Annual Meeting will not, in and of itself,
constitute revocation of a Proxy. The cost of soliciting Proxies will be borne
by Camco.
Only stockholders of record as of the close of business on April 16, 1997
(the "Voting Record Date"), are entitled to vote at the Annual Meeting. Each
such stockholder will be entitled to cast one vote for each share owned. Camco's
records disclose that, as of the Voting Record Date, there were 3,061,519.9
votes entitled to be cast at the Annual Meeting.
This Proxy Statement is first being mailed to stockholders of Camco on or
about April 25, 1997.
VOTE REQUIRED
Election of Directors
Under Delaware law and Camco's Bylaws, the three nominees receiving the
greatest number of votes will be elected as directors. Shares as to which the
authority to vote is withheld and shares held by a nominee for a beneficial
owner and which are represented in person or by proxy at the Annual Meeting, but
which are not voted with respect to the election of directors ("non-votes"), are
not counted toward the election of directors.
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<PAGE>
Ratification of Selection of Auditors
The affirmative vote of the holders of a majority of the shares represented
in person or by proxy at the Annual Meeting is necessary to ratify the selection
of Grant Thornton as the auditors of Camco for the current fiscal year. The
effect of an abstention or a non-vote with respect to the ratification of the
selection of auditors is the same as a vote against ratification. If the
accompanying Proxy is signed and dated by the stockholder but no vote is
specified thereon, however, the shares held by the stockholder will be voted FOR
the ratification of the selection of Grant Thornton as auditors and will not be
considered "non-votes."
VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL
As of April 1, 1997, no persons were known by Camco to own beneficially
more than 5% of the outstanding shares of common stock of Camco.
The following table sets forth certain information with respect to the
number of shares of common stock of Camco beneficially owned by each director
and nominee of Camco and by all directors and executive officers of Camco as a
group as of April 1, 1997:
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP Percentage of
Sole voting and Shared voting and shares
Name and address (1) investment power investment power outstanding
- -------------------- ---------------- ----------------- -------------
Larry A. Caldwell 54,191.4 (2) 69,670.8 4.03%
Robert C. Dix, Jr. 3,490.9 (3) 2,205.0 0.19
Kenneth R. Elshoff 4,578.0 - 0.15
James R. Hanawalt 2,767.8 (4) 3,564.0 0.21
Paul D. Leake 60,645.0 (5) 10,117.0 2.28
Anthony J. Popp 54,638.8 (6) - 1.78
Eric G. Spann 205.0 - 0.01
Samuel W. Speck 2,515.8 (7) 10,259.0 0.42
Jeffrey T. Tucker 9,218.8 (8) - 0.30
All directors and
executive 249,196.3 (9) 100,519.8 11.14%
officers as a group
(10 persons)
_________________________
(1) Each of the persons listed in this table may be contacted at the address of
Camco, 814 Wheeling Avenue, Cambridge, Ohio 43725.
(2) This number includes 12,963.3 shares that may be acquired upon the exercise
of options awarded pursuant to the Camco Financial Corporation 1995 Stock
Option and Incentive Plan (the "1995 Stock Option Plan").
(3) This number includes 753.9 shares that may be acquired upon the exercise of
options awarded pursuant to the 1995 Stock Option Plan.
(4) This number includes 2,767.8 shares that may be acquired upon the exercise
of options awarded pursuant to the 1995 Stock Option Plan.
(Footnotes continued on next page)
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(5) This number includes 41,016.0 shares that may be acquired pursuant to the
First Ashland Financial Corporation 1995 Stock Option and Incentive Plan
(the "First Ashland Plan") which was assumed by Camco.
(6) This number includes 10,180.8 shares that may be acquired upon the exercise
of options awarded pursuant to the 1995 Stock Option Plan.
(7) This number includes 2,515.8 shares that may be acquired upon the exercise
of options awarded pursuant to the 1995 Stock Option Plan.
(8) This number includes 1,507.8 shares that may be acquired upon the exercise
of options awarded pursuant to the 1995 Stock Option Plan.
(9) This number includes 76,745.4 shares that may be acquired upon the exercise
of options awarded pursuant to the 1995 Stock Option Plan and the First
Ashland Plan.
BOARD OF DIRECTORS
Election of Directors
Pursuant to the Bylaws, the number of Directors of Camco has been fixed at
nine. The Board of Directors is divided into three classes. Each class serves
for a three-year period.
In accordance with Section 3.13 of the Bylaws, nominees for election as
directors may be proposed only by the directors or by a stockholder entitled to
vote for directors if such stockholder has submitted a written nomination to the
Secretary of Camco by the later of the March 31st immediately preceding the
annual meeting of stockholders or the sixtieth day before the first anniversary
of the most recent annual meeting of stockholders held for the election of
directors. Each such written nomination must state the name, age, business and
residence address of the nominee, the principal occupation or employment of the
nominee, the number of each class of shares of Camco owned either beneficially
or of record by each such nominee and the length of time such shares have been
so owned.
The Board of Directors proposes the reelection of the following persons to
terms which will expire in 2000:
Name Age (1) Position(s) Held Director Since
- ------ ------- ---------------- --------------
Robert C. Dix, Jr. 57 -- 1994
Kenneth R. Elshoff 65 -- 1997
Paul D. Leake 56 -- 1996
_________________________
(1) At April 1, 1997.
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<PAGE>
The following directors will continue to serve after the Annual Meeting for
the terms indicated:
Director Term
Name Age (1) Position(s) Held Since Expires
- ------ ------- ---------------- -------- -------
Larry A. Caldwell 60 President, Chief 1970 1999
Executive Officer
and Chairman of the
Board of Directors
James R. Hanawalt 67 -- 1991 1998
Anthony J. Popp 59 Senior Vice 1985 1998
President,
Chief Financial
Officer
and Secretary
Eric G. Spann 34 -- 1996 1998
Samuel W. Speck 60 -- 1991 1999
Jeffrey T. Tucker 39 -- 1987 1999
_________________________
(1) At April 1, 1997.
Robert C. Dix, Jr. is Publisher of The Daily Jeffersonian, Cambridge, Ohio,
and is one of the five principals of the group known as Dix Communication. Mr.
Dix is Executive Vice President of Wooster Republican Printing Company, which
owns a group of newspapers and radio stations. Mr. Dix is also President of MDM
Broadcasting, a television station holding company, which is a wholly-owned
subsidiary of Wooster Republican Printing Company.
Kenneth R. Elshoff retired in 1997 after 18 years of service as the
President of the Ohio League of Financial Institutions. Mr. Elshoff was
appointed to fill the unexpired term of John H. Heiby, who retired as a director
in March 1997.
Paul D. Leake has served as the President and Chief Executive Officer of
First Federal Bank for Savings ("First Savings"), a subsidiary of Camco, since
1976, and as a director of First Savings since 1977. Mr. Leake was appointed a
director of Camco in November 1996.
Larry A. Caldwell is the President of Camco, a position he has held since
Camco was organized in 1970, and was appointed Chief Executive Officer and
Chairman of the Board of Directors in January 1996. Mr. Caldwell is also a
director of Camco, and each of Camco's subsidiaries, which are First Savings,
Marietta Savings Bank ("Marietta Savings"), First Federal Savings Bank of
Washington Court House ("First Federal"), Cambridge Savings Bank ("Cambridge
Savings") and East Ohio Land Title Agency, Inc. ("East Ohio").
James R. Hanawalt retired in 1990 after 37 years of service to Armco
Building Systems ("Armco"). At the time of his retirement, Mr. Hanawalt was
Armco's Director of Manufacturing. Mr. Hanawalt serves as a director and the
Chairman of the Board of Directors of First Federal.
Anthony J. Popp is Chief Financial Officer, Senior Vice President and
Secretary of Camco and Chief Executive Officer of Marietta Savings, a position
he has held since 1972. Mr. Popp also serves as a member of the boards of
directors of First Federal, First Savings, East Ohio and Marietta Savings.
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<PAGE>
Eric G. Spann has been the Director of Manufacturing at the Colgate
Palmolive plant located in Cambridge, Ohio since February 1995. From 1991 to
1995, Mr. Spann was the Operations Manager at a Colgate-Palmolive plant in
Australia. Mr. Spann was appointed to the Board of Directors in September 1996.
Samuel W. Speck is President of Muskingum College, New Concord, Ohio. Prior
to joining Muskingum College in 1986, Dr. Speck was Associate Director of the
Federal Emergency Management Agency. Dr. Speck is also a director of Cambridge
Savings.
Jeffrey T. Tucker is a certified public accountant and a partner in the
accounting firm of Tucker & Tucker, Cambridge, Ohio.
Meetings of Directors
The Board of Directors of Camco met nine times for regularly scheduled and
special meetings during the year ended December 31, 1996. During his term as a
director, each director attended at least 75% of the aggregate of such meetings
and all meetings of committees of the Board of Directors of which such director
was a member.
Committees of Directors
The Board of Directors of Camco has a Compensation Committee, whose members
are James R. Hanawalt, Samuel W. Speck and Jeffrey T. Tucker. The Compensation
Committee reviews and recommends to the Board of Directors compensation and
directors fees for Camco and its banking subsidiaries, Cambridge Savings, First
Federal, First Savings and Marietta Savings. The Compensation Committee met
twice during 1996.
The Board of Directors of Camco has an Audit Committee, whose members are
Robert C. Dix, Jr., Kenneth R. Elshoff and Eric G. Spann. The function of the
Audit Committee is to recommend audit firms to the full Board of Directors and
to review and approve the annual audit report. The Audit Committee met once
during 1996.
The Board of Directors of Camco does not have a standing nominating
committee. Nominees for election to the Board of Directors are selected by the
entire Board.
OTHER EXECUTIVE OFFICERS
D. Edward Rugg, age 42, has been the Treasurer of Camco since 1982 and is
the President and Chief Executive Officer of Cambridge Savings. He has also
served as the Chairman, the Treasurer and a director of Camco Mortgage
Corporation ("CMC") since 1985 and as the Treasurer, the Secretary and a
director of East Ohio since 1983. Mr. Rugg is also a director of Cambridge
Savings and WestMar Mortgage Company, a subsidiary of Marietta Savings.
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<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Executive Compensation
The following table sets forth certain information with respect to the
chief executive officer of Camco and each executive officer of Camco who
received cash and cash equivalent compensation in excess of $100,000 from Camco
and its subsidiaries for services rendered to Camco and its subsidiaries during
the year ended December 31, 1996:
Summary Compensation Table
-------------------------------------
Annual Long Term
Compensation Compensation
- --------------------------------------------------------------------------------
Awards
------------------
Name and Principal Year Salary Bonus ($) Securities All Other
Position ($) Underlying Compensation
Options/ SARs(#) (1)
(2)
- --------------------------------------------------------------------------------
Larry A. Caldwell, 1996 $146,200 $36,925 -- $337,042
President, 1995 137,730 24,463 12,963.3 29,884
Chief Executive 1994 131,000 22,439 -- 29,342
Officer and
Chairman of the
Board
of Camco
Anthony J. Popp, 1996 $101,365 $20,141 -- $278,798
Secretary, Chief 1995 96,028 15,004 10,180.8 22,444
Financial Officer 1994 92,300 13,463 -- 22,360
and Senior Vice
President
D. Edward Rugg, 1996 $ 96,780 $16,433 -- $139,331
Treasurer 1995 88,822 14,636 5,040.0 5,901
1994 88,112 12,596 -- 5,513
_________________________
(1) Consists of directors' fees, employer contributions to the Camco 401(k)
Plan and payment for single-premium, split-dollar life insurance policies.
(2) Represents the number of shares of common stock of Camco underlying options
granted pursuant to the 1995 Stock Option Plan.
In 1996, Camco established a split-dollar life insurance plan (the
"Split-Dollar Plan") to provide life insurance coverage to certain employees
whose benefit levels were potentially reduced when Camco terminated its
non-contributory defined benefit pension plan. Pursuant to the terms of the
Split-Dollar Plan and separate agreements entered into by each participating
employee, flexible payment universal life insurance policies, which are carried
on the books of Camco as tax-free earning assets, have been purchased on the
lives of the employees. Upon the death of the participating employee, a
beneficiary named by the employee will receive the lesser of (1) two times the
employee's base salary for the 12 months preceding the month in which the
employee dies, or (2) the total death proceeds of the life insurance policy. The
balance of the life insurance proceeds will be payable to Camco or the
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applicable subsidiary and are expected to be sufficient to cover all investment
costs associated with the policy. The premiums paid by Camco on behalf of the
named executive officers have been included in the Summary Compensation Table
under the heading "All Other Compensation."
Employment Agreements
Camco has employment agreements with Mr. Caldwell and Mr. Popp (the
"Employment Agreements"). The Employment Agreements each provide for a term of
three years and a salary and performance review by the Board of Directors not
less often than annually, at which time the Board of Directors may extend the
Employment Agreements for one year. The Employment Agreements also provide for
the inclusion of Mr. Caldwell and Mr. Popp in any formally established employee
benefit, bonus, pension and profit-sharing plans for which senior management
personnel are eligible and provide for vacation and sick leave.
The Employment Agreements are terminable by Camco at any time. In the event
of termination by Camco for "just cause," as defined in the Employment
Agreements, Mr. Caldwell and Mr. Popp will have no right to receive any
compensation or other benefits for any period after such termination. In the
event of termination by Camco other than for (1) just cause, (2) retirement at
or after the normal retirement age under a qualified pension plan maintained by
Camco, (3) at the end of the term of each of the Employment Agreements or (4) in
connection with a "change of control," as defined in the Employment Agreements,
Mr. Caldwell and Mr. Popp will each be entitled to (i) a continuation of salary
payments for the remainder of the term of his Employment Agreement plus an
additional twelve months, not to exceed 36 months and (ii) a continuation of
benefits substantially equal to those being provided at the date of termination
of employment until the earliest to occur of the end of the term of the
Employment Agreement, the date the individual becomes 65 years of age, or the
date the individual becomes employed full-time by another employer. In addition,
Mr. Caldwell and Mr. Popp will each be entitled to a continuation of fees as a
director of Camco or any Camco subsidiary (other than Marietta Savings with
respect to Mr. Popp) for the remainder of the term of his Employment Agreement
plus an additional 12 months, not to exceed 36 months.
The Employment Agreements also contain provisions with respect to the
occurrence within one year after a "change of control" of (1) the termination of
employment for any reason other than just cause, retirement or termination at
the end of the term of the agreement, (2) a change in the capacity or
circumstances in which Mr. Caldwell or Mr. Popp is employed or (3) a material
reduction in Mr. Caldwell's or Mr. Popp's responsibilities, authority,
compensation or other benefits provided under each Employment Agreement without
the written consent of Mr. Caldwell or Mr. Popp. In the event of any such
occurrence under his respective Employment Agreement, Mr. Caldwell and Mr. Popp
will be entitled to payment of an amount equal to three times his average annual
compensation for the three taxable years immediately preceding the termination
of employment. In addition, Mr. Caldwell and Mr. Popp would be entitled to
continued coverage under all benefit plans until the earliest of the end of the
term of the Employment Agreement, the date the individual becomes 65 years of
age, or the date on which the individual is included in another employer's
benefit plans as a full-time employee. The maximum which either man may receive,
however, is limited to an amount which will not result in the imposition of a
penalty tax pursuant to Section 280G(b)(3) of the Code. A "change of control,"
as defined in each Employment Agreement, generally refers to the acquisition by
any person or entity of the ownership or power to vote 10% or more of the voting
stock of Camco or its subsidiaries, the control of the election of a majority of
the directors of Camco or its subsidiaries or the exercise of a controlling
influence over the management or policies of Camco or its subsidiaries.
Salary Continuation Plan
In connection with the termination of its non-contributory defined benefit
pension plan, Camco implemented in 1996 a non-qualified retirement plan (the
"Salary Continuation Plan") for the benefit of certain executive officers. The
Salary Continuation Plan provides for continued monthly compensation to an
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employee, or his or her beneficiary, for 179 months following the employee's
retirement at age 65 from one of Camco's subsidiaries. If the employee retires
after age 55 or after having completed 15 years of full-time service (the "Early
Retirement Date"), and before age 65, the Salary Continuation Plan provides for
a reduced benefit. Upon a change in control of the applicable Camco subsidiary
and the subsequent termination of the employee's employment, the employee is
entitled to a lump sum payment of a reduced amount. If the employee's employment
is terminated prior to the Early Retirement Date for any reason other than
death, the employee is not entitled to receive any benefits under the Salary
Continuation Plan. The benefits payable to Mr. Popp and Mr. Rugg under the
Salary Continuation Plan, assuming their retirement at age 65, is $800 and
$1,708 per month, respectively, for 179 months. The Salary Continuation Plan
does not currently provide for payments to Mr. Caldwell.
Stock Option Plans
At the 1996 Annual Meeting of Stockholders of Camco, the stockholders
approved the 1995 Stock Option Plan. The Board of Directors of Camco reserved
93,000 shares of common stock for issuance by Camco upon the exercise of options
granted to certain directors, officers and employees of Camco and its
subsidiaries from time to time under the 1995 Stock Option Plan. Options to
purchase 71,400 common shares of Camco have been awarded pursuant to the 1995
Stock Option Plan.
Grants pursuant to the 1995 Stock Option Plan are made by the Board on the
basis of an individual's position, duties and responsibilities, the value of the
individual's service to Camco and its subsidiaries and any other factors the
Board may deem relevant. Options granted to the officers and employees under the
1995 Stock Option Plan may be Incentive Stock Options ("ISO") which, if certain
conditions are met, permit the optionees to delay the recognition of federal
taxable income on the shares of common stock received upon the exercise of the
options. Options granted under the 1995 Stock Option Plan to directors who are
not employees of Camco or a subsidiary of Camco will not qualify as ISOs under
the Code ("Non-qualified Stock Options").
An option recipient cannot transfer or assign an option other than by will
or in accordance with the laws of descent and distribution. Termination for
cause, as defined in the 1995 Stock Option Plan, will result in the termination
of any outstanding options as of the date of termination of employment or
directorship. The 1995 Stock Option Plan also provides that in the event of a
"change in control" or "imminent change in control" as defined in the 1995 Stock
Option Plan, all outstanding options which are not yet exercisable shall become
immediately exercisable. A "change in control" includes the execution of an
agreement for the sale of all, or a material portion, of Camco's assets, the
execution of an agreement for a merger or recapitalization of Camco or any
merger or recapitalization whereby Camco is not the surviving entity, or the
acquisition of the beneficial ownership of 25% or more of the voting shares of
Camco by any person or entity. "Imminent change in control" means any offer or
announcement to acquire control of Camco; provided, however, that an application
or notice shall have been filed with the Office of Thrift Supervision and such
application shall have been approved or such notice shall not have been
disapproved.
In connection with the merger of First Ashland Financial Corporation with
and into Camco in 1996, Camco assumed all of the outstanding options that had
been granted pursuant to the First Ashland Plan. There are currently options to
purchase 150,929 shares of Camco outstanding pursuant to the First Ashland Plan.
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The following table sets forth certain information with respect to the
persons listed in the Summary Compensation Table above and their options
outstanding during the fiscal year ended December 31, 1996, under the 1995 Stock
Option:
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year and
12/31/96 Option /SAR Values
Number of Securities
Underlying Unexercised Value of Unexercised In-The-Money
Shares Acquired Value Options/SARs at 12/31/96 (#) Options/SARs at 12/31/96($) (4)
Name on Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Larry A. Caldwell 740 $10,597 (1) 12,963.3/- N/A
Anthony J. Popp 370 $5,298 (2) 10,180.8/- N/A
D. Edward Rugg 370 $5,345 (3) 5,040.0/- N/A
_________________________
</TABLE>
(1) The value realized is the difference between the $5.18 exercise price and
the fair market value of Camco common stock, which was $19.50 on June 19,
1996, the date of exercise. For purposes of this table "fair market value"
is the average of the closing bid and closing asked prices as reported by
the Nasdaq National Market.
(2) The value realized is the difference between the $5.18 exercise price and
the fair market value of Camco common stock, which was $19.50 on June 14,
1996, the date of exercise.
(3) The value realized is the difference between the $5.18 exercise price and
the fair market value of Camco common stock, which was $19.625 on June 12,
1996, the date of exercise.
(4) On December 31, 1996, the fair market value of the unexercised options
granted pursuant to the 1995 Stock Option did not exceed the $16.19
exercise price of the options.
Director Compensation
During the year ended December 31, 1996, each director of Camco received
$900 for each meeting of the Board of Directors of Camco attended, except in the
case of any special meeting of the Board with a duration of one hour or less for
which the fee was $450. In addition, directors who were not executive officers
of Camco received a fee of $325 for each committee meeting attended, except that
if the committee meeting was held on the same day as a Board of Directors'
meeting the fee was $150. During the year ended December 31, 1996, Camco paid a
total of $54,975 in directors' compensation.
Compensation Committee Interlocks and Insider Participation
The Board of Directors of Camco has a Compensation Committee, the members
of which are Messrs. Hanawalt, Speck and Tucker, none of whom are or ever have
been officers or employees of Camco or any of its subsidiaries or had a
reportable business relationship with Camco or any of its subsidiaries.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the federal securities laws, Camco's directors and executive officers
and persons holding more than ten percent of the common shares of Camco are
required to report their ownership of common shares and any changes in such
ownership to the Securities and Exchange Commission (the "SEC") and to Camco.
Based upon a review of such reports, Camco must disclose any failure to file
such reports timely in Proxy Statements used in connection with annual meetings
of stockholders. The Forms 4 for the month ended May 31, 1996, reporting the
award of stock options pursuant to the 1995 Stock Option Plan to each of Messrs.
Caldwell, Dix, Hanawalt, Popp, Speck and Tucker, were not timely filed. The Form
3 reporting the appointment of Mr. Spann as a director of Camco in September
1996 was not timely filed.
SELECTION OF AUDITORS
The Board of Directors has selected Grant Thornton as the auditors of Camco
for the current fiscal year and recommends that the stockholders ratify the
selection. Management expects that a representative of Grant Thornton will be
present at the Annual Meeting, will have the opportunity to make a statement if
he or she so desires and will be available to respond to appropriate questions.
PROPOSALS OF STOCKHOLDERS AND OTHER MATTERS
Any proposals of stockholders intended to be included in Camco's proxy
statement for the 1998 Annual Meeting of Stockholders should be sent to Camco by
certified mail and must be received by Camco not later than December 31, 1997.
Management knows of no other business which may be brought before the
Annual Meeting. It is the intention of the persons named in the enclosed Proxy
to vote such Proxy in accordance with their best judgment on any other matters
which may be brought before the Annual Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO FILL IN, SIGN AND
RETURN THE PROXY IN THE ENCLOSED SELF-ADDRESSED POSTAGE PAID ENVELOPE.
By Order of the Board of Directors
Anthony J. Popp
__________________________________
April 23, 1997 Anthony J. Popp, Secretary
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REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CAMCO FINANCIAL CORPORATION
CAMCO FINANCIAL CORPORATION ANNUAL MEETING OF STOCKHOLDERS
May 27, 1997
The undersigned stockholder of Camco Financial Corporation ("Camco") hereby
constitutes and appoints James R. Hanawalt and Jeffrey T. Tucker, or either one
of them, as the proxies of the undersigned with full power of substitution and
resubstitution, to vote at the 1997 Annual Meeting of Stockholders of Camco to
be held at The Pritchard Laughlin Civic Center, 7033 Glenn Highway, Cambridge,
Ohio 43725, on May 27, 1997, at 3:00 p.m. Eastern Daylight Time (the "Annual
Meeting"), all of the shares of Camco common stock which the undersigned is
entitled to vote at the Annual Meeting, or at any adjournment thereof, on each
of the following proposals, all of which are described in the accompanying Proxy
Statement:
1. The election of three directors:
______ FOR all nominees ______ WITHHOLD authority to
listed below vote for all nominees
(except as marked to the listed below:
contrary below):
Robert C. Dix, Jr.
Kenneth R. Elshoff
Paul D. Leake
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below).
________________________________________________________________
2. The ratification of the selection of Grant Thornton LLP, certified public
accountants, as the auditors of Camco for the current fiscal year.
______ FOR ______ AGAINST ______ ABSTAIN
3. In their discretion, upon such other business as may properly come before
the Annual Meeting or any adjournments thereof.
The Board of Directors recommends a vote "FOR" the nominees and the proposal
listed above.
IMPORTANT: Please sign and date this Proxy on the reverse side.
<PAGE>
UNLESS THIS PROXY IS REVOKED, THE SHARES OF COMMON STOCK REPRESENTED BY THIS
PROXY WILL BE VOTED AS DIRECTED. WHERE NO INSTRUCTIONS ARE INDICATED, PROXIES
SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED FOR THE NOMINEES FOR DIRECTOR
SET FORTH ABOVE AND IN FAVOR OF THE PROPOSALS STATED ABOVE. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY ON THE PERSONS NAMED ABOVE TO VOTE WITH RESPECT TO THE
ELECTION OF ANY PERSON AS A DIRECTOR IF A NOMINEE IS UNABLE TO SERVE OR FOR GOOD
CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE ANNUAL MEETING.
At the present time, the Board of Directors knows of no other business to be
presented at the Annual Meeting.
All Proxies previously given by the undersigned are hereby revoked. Receipt
of the Notice of the 1997 Annual Meeting of Stockholders of Camco and of the
accompanying Proxy Statement is hereby acknowledged.
Please sign exactly as your name appears on your Stock Certificate(s).
Executors, Administrators, Trustees, Guardians, Attorneys and Agents should give
their full titles.
____________________________ ____________________________
Signature Signature
____________________________ ____________________________
Print or Type Name Print or Type Name
Dated: _____________________ Dated: _____________________
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED FOR MAILING IN THE U.S.A.
