As filed with the Securities and Exchange Commission on May 9, 1997
Registration No. 333-6369
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
CAMCO FINANCIAL CORPORATION
__________________________________________________________
(Exact name of registrant as specified in its charter)
DELAWARE 6035 51-0110823
_________________________ _______________________ _________________
(State or other (Primary Standard (I.R.S.
jurisdiction Industrial Employer
of incorporation or Classification Code Identification
organization) Number) No.)
814 Wheeling Avenue
Cambridge, Ohio 43725
(614) 432-5641
___________________________________________________________
(Address, including ZIP Code, and telephone number,
including area code, of agent for service)
Copies to:
MR. LARRY A. CALDWELL TERRI R. ABARE, ESQ.
Camco Financial MARIANNE E. ROCHE, ESQ.
Corporation Vorys, Sater, Seymour and Pease
814 Wheeling Avenue 221 E. Fourth Street
Cambridge, Ohio 43725 Suite 2100, Atrium Two
Cincinnati, Ohio 45202
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement has become
effective and all other conditions to the consummation of the transactions
described in the closed Prospectus/Joint Proxy Statement have been satisfied or
waived.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
Title of each
class of Proposed
securities Proposed maximum maximum Amount of
to be Amount to offering price aggregate registration
registered be registered per unit(1) price(1) fee
_____________ _____________ ________________ __________ ____________
Common Stock, 940,412 $14.39 $13,533,110.75 $4,667
$1.00 par shares of
value per share Common
Stock(2)
47,022
shares of
Common
Stock(3)
987,434 $13.33(5) $13,167,531.00(5) $4,540(6)
shares of
Common
Stock(4)
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(f) on the basis of the market value of the shares of common
stock of First Ashland Financial Corporation on June 14, 1996, as
determined pursuant to Rule 457(c), less the aggregate $9.00 cash portion
of the Per Share Merger Consideration.
(2) Original number of shares registered at the initial filing of this
Registration Statement.
(3) Additional shares to be registered with the filing of this Pre-Effective
Amendment No. 1. The number of shares to be registered has increased from
940,412 to 987,434, because the Registrant paid a 5% stock dividend in July
1996, which has resulted in an increase in the number of shares to be
issued in this acquisition.
(4) Total number of shares to be registered under this Registration Statement.
(5) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(f) on the basis of the market value of the shares of common
stock of First Ashland Financial Corporation on July 26, 1996, as
determined pursuant to Rule 457(c), less the aggregate $9.00 cash portion
of the Per Share Merger Consideration.
(6) The Registrant paid the registration fee of $4,667 on June 20, 1996, the
date of the filing of this Registration Statement. Because the market value
of the shares of common stock of First Ashland Financial Corporation on
July 26, 1996, was $.025 less than on June 14, 1996, the aggregate
registration fee has decreased and no additional filing fee is required for
the additional shares to be registered.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a)
may determine.
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<PAGE>
CAMCO FINANCIAL CORPORATION
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Camco Financial Corporation ("Camco") hereby removes from registration
1,560 shares of Common Stock, because only 985,874 of the 987,434 shares
registered were issued in the offering made pursuant to Camco's Registration
Statement on Form S-4.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Amendment to Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Cambridge, State of
Ohio, on May 8, 1997.
CAMCO FINANCIAL CORPORATION
By: Larry A. Caldwell
_________________________________
Larry A. Caldwell
its President, Chief Executive
Officer and a Director
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities indicated on May 8, 1997.
Signature Title
Anthony J. Popp Principal Financial Officer, Principal
______________________________ Accounting Officer and a Director
Anthony J. Popp
Samuel W. Speck Director
______________________________
Samuel W. Speck
Jeffrey T. Tucker Director
______________________________
Jeffrey T. Tucker
James R. Hanawalt Director
______________________________
James R. Hanawalt
Robert C. Dix, Jr. Director
______________________________
Robert C. Dix, Jr.
Paul D. Leake Director
______________________________
Paul D. Leake
Kenneth R. Elshoff Director
______________________________
Kenneth R. Elshoff
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