As filed with the Securities and Exchange Commission on April 29, 1998
Registration No. 33-88072
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to the
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CAMCO FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 51-0110823
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(State or other jurisdiction I.R.S. Employer Identification No.)
of incorporation or organization)
814 Wheeling Ave., P.O. Box 700, Cambridge, Ohio 43725
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(Address of Principal Executive Offices) (Zip Code)
CAMCO FINANCIAL CORPORATION 401(K) SALARY SAVINGS PLAN
(Full title of the plan)
Larry A. Caldwell
CAMCO FINANCIAL CORPORATION
814 WHEELING AVE., P.O. BOX 700
CAMBRIDGE, OHIO 43725
(Name and address of agent for service)
(614) 432-5641
(Telephone number, including area code, of agent for service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate offering registration
be registered (1) registered (1)(2) per share (3) price (1)(3) fee (1)
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<S> <C> <C> <C> <C>
Common Shares,
$1.00 par value 60,000 $30.50 $915,000 $270
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(1) The Registrant previously registered 30,000 of the 60,000 shares and
paid the registration fee for such 30,000 shares.
(2) The number of shares registered hereunder shall include any additional
shares made available under the plan because of adjustments in the
shares on account of stock splits or stock dividends hereafter effected
by the Registrant. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(3) Estimated solely for purposes of calculating the registration fee;
based upon the average of the bid and asked price as of April 16, 1998.
<PAGE>
This Post-Effective Amendment No. 1 to Form S-8 (Registration No.
33-88072) is filed in order to reflect an amendment to the Camco Financial
Corporation 401(k) Salary Savings Plan and the increased number of shares
registered hereunder by reason of an adjustment made in shares available under
the plan on account of stock dividends and certain other matters.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
Camco Financial Corporation (the "Registrant") and the employee benefit
plan described herein (the "Plan") hereby incorporate by reference in this
registration statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997, filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and all other reports filed with the
Commission pursuant to the requirements of Section 13(a) or
15(d) of the Exchange Act since that date;
(2) The description of the common stock of the Registrant
contained in the Registrant's Registration Statement on Form
8-A, filed with the Commission on November 30, 1994, pursuant
to Section 12 of the Exchange Act, including any amendments or
reports filed for the purpose of updating such description;
(3) The Annual Report of the Camco Financial Corporation 401(k)
Salary Savings Plan Annual Report on Form 11-K for the fiscal
year ended December 31, 1997, filed pursuant to Section 15(d)
of the Exchange Act; and
(4) The Registrant's Current Report on Form 8-K filed with the
Commission on January 23, 1998.
All documents which may be filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall also be deemed to be incorporated herein
by reference and to be made part hereof from the date of filing of such
documents.
This registration statement, including all documents incorporated
herein by reference, contains forward-looking statements. Additional written or
oral forward-looking statements may be made by the Registrant from time to time
in filings with the Commission or otherwise. The words "believe," "expect,"
"anticipate" and "project" and similar expressions identify forward-looking
statements, which speak only as of the date the statement is made. Such
forward-looking statements are within the meaning of that term in Section 27A of
the Securities Act of 1933, as
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amended, and Section 21E of the Exchange Act. Such statements may include, but
not be limited to, projections of revenues, income or loss, capital
expenditures, acquisitions, plans for future operations, financing needs or
plans, the impact of inflation and plans relating to products or services of the
Registrant, as well as assumptions relating to the foregoing. Forward-looking
statements are inherently subject to risks and uncertainties, some of which
cannot be predicted or quantified. Future events and actual results could differ
materially from those set forth in, contemplated by or underlying the
forward-looking statements. Statements in this registration statement and in the
Registrant's periodic reports filed with the Commission which are incorporated
by reference herein, describe factors, among others, that could contribute to or
cause such differences.
ITEM 4. Description of Securities.
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not Applicable.
ITEM 6. Indemnification of Directors and Officers.
(a) Delaware General Corporation Law
Section 145 of the Delaware General Corporation Law, which governs
indemnification by a corporation of officers, directors and agents, provides as
follows:
(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party, to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
or conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the
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(a) corporation as a director, trustee, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue, or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
(c) To the extent that a director, officer, employee, or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue, or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no directors, or if such directors so
direct, by independent legal counsel in a written opinion or (3) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit, or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit, or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this Section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance
or on behalf of any person who is or was a director, officer, employee, or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
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whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this section.
(h) For purposes of this section, references to "corporation" shall
include, in addition to the resulting corporation, all constituent corporations
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had the power
to indemnify its directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans, references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
services as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee health plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided with
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions or advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees). (As amended by Ch. 186, Laws of 1967, Ch. 421, Laws of 1970, Ch. 437,
Laws of 1974, Ch. 25, Laws of 1981, Ch. 112, Laws of 1983, Ch. 289, Laws of
1986, Ch. 376, Laws of 1990, and Ch. 261, Laws of 1994.)
(b) By-laws of Camco
The By-laws of Camco contain the following provisions with respect to
the indemnification of directors and officers:
Section 7.01. Mandatory Indemnification. The corporation shall
indemnify any officer or director of the corporation, and any officer (other
than an assistant officer) or a director (i) of a subsidiary of the corporation
or (ii) of a subsidiary of any such subsidiary, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including, without the
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limitation, any action threatened or instituted by or in the right of the
corporation), by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or a subsidiary of the corporation, or is
or was serving at the request of the corporation as a director, trustee,
officer, employee or agent of another corporation (domestic or foreign,
nonprofit or for profit), partnership, joint venture, trust or other enterprise,
against expenses (including, without limitation, attorneys' fees, filing fees,
court reporters' fees and transcript costs), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, he had no
reasonable cause to believe his conduct was unlawful. A person claiming
indemnification under this Section 7.01 shall be presumed, in respect of any act
or omission giving rise to such claim for indemnification, to have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal matter, to have
had no reasonable cause to believe his conduct was unlawful, and the termination
of any action, suit or proceeding by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself, rebut
such presumption.
Section 7.02. Court-Approved Indemnification. Anything contained in
the by-laws or elsewhere to the contrary notwithstanding:
(A) the corporation shall not indemnify any officer or director of the
corporation who was a party to any completed action or suit instituted by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation (domestic or
foreign, nonprofit or for profit), partnership, joint venture, trust or other
enterprise, in respect of any claim, issue or matter asserted in such action or
suit as to which he shall have been adjudged to be liable for gross negligence
or misconduct (other than negligence) in the performance of his duty to the
corporation unless and only to the extent that the Court of Common Pleas of
Franklin County, Ohio or the court in which such action or suit was brought
shall determine upon application that, despite such adjudication of liability,
and in view of all the circumstances of the case, he is fairly and reasonably
entitled to such indemnity as such Court of Common Pleas of Franklin County,
Ohio or such other court shall deem proper; and
(B) the corporation shall promptly make any such unpaid indemnification
as is determined by a court to be proper as contemplated by this Section 7.02.
Section 7.03. Indemnification for Expenses. Anything contained in the
by-laws or elsewhere to the contrary notwithstanding, to the extent that an
officer or director of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section
7.01, or in any defense of any claim, issue or matter therein, he shall be
promptly indemnified by the corporation against expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and transcript
costs) actually and reasonably incurred by him in connection therewith.
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Section 7.04. Determination Required. Any indemnification required
under Section 7.01 and not precluded under Section 7.02 shall be made by the
corporation only upon a determination that such indemnification of the officer
or director is proper in the circumstances because he has met the applicable
standard of conduct set forth in Section 7.01. Such determination may be made
only (A) by a majority vote of a quorum consisting of directors of the
corporation who were not and are not parties to, any such action, suit or
proceeding, or (B) if such a quorum is not obtainable or if a majority of a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (C) by the stockholders, or (D) by the Court of Common Pleas
of Franklin County, Ohio or (if the corporation is a party thereto) the court in
which such action, suit or proceeding was brought, if any; any such
determination may be made by a court under division (D) of this Section 7.04 at
any time [including, without limitation, any time before, during or after the
time when any such determination may be requested of, be under consideration by
or have been denied or disregarded by the disinterested directors under division
(A) or by independent legal counsel under division (B) or by the stockholders
under division (C) of this Section 7.04]; and no failure for any reason to make
any such determination, and no decision for any reason to deny any such
determination, by the disinterested directors under division (A) or by
independent legal counsel under division (B) or by stockholders under division
(C) of this Section 7.04 shall be evidence in rebuttal of the presumption
recited in Section 7.01.
Section 7.05. Advances for Expenses. Expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and transcript
costs) incurred in defending any action, suit or proceeding referred to in
Section 7.01 shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding to or on behalf of the officer or
director promptly as such expenses are incurred by him, but only if such officer
or director shall first agree, in writing, to repay all amounts so paid in
respect of any claim, issue or other matter asserted in such action, suit or
proceeding in defense of which he shall not have been successful on the merits
or otherwise:
(A) if it shall ultimately be determined as provided in Section 7.04
that he is not entitled to be indemnified by the corporation as provided under
Section 7.01; or
(B) if, in respect of any claim, issue or other matter asserted by or
in the right of the corporation in such action or suit, he shall have been
adjudged to be liable for gross negligence or misconduct (other than negligence)
in the performance of his duty to the corporation, unless and only to the extent
that the Court of Common Pleas of Franklin County, Ohio or the court in which
such action or suit was brought shall determine upon application that, despite
such adjudication of liability, and in view of all the circumstances, he is
fairly and reasonably entitled to all or part of such indemnification.
Section 7.06. Article Seven Not Exclusive. The indemnification provided
by this Article Seven shall not be exclusive of any other rights to which any
person seeking indemnification may be entitled under the certificate of
incorporation or any by-law agreement, vote of stockholders or disinterested
directors, or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be an officer or director of the corporation and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.
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Section 7.07. Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, trustee, officer, employee, or agent of another corporation
(domestic or foreign, nonprofit or for profit), partnership, joint venture,
trust or other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the obligation or the power to
indemnify him against such liability under the provisions of this Article Seven.
Section 7.08. Certain Definitions. For purposes of this Article Seven,
and as examples and not by way of limitation:
(A) a person claiming indemnification under this Article Seven shall be
deemed to have been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 7.01, or in defense of any
claim, issue or other matter therein, if such action, suit or proceeding shall
be terminated as to such person, with or without prejudice, without the entry of
a judgment or order against him, without a conviction of him, without the
imposition of a fine upon him and without his payment or agreement to pay any
amount in settlement thereof (whether or not any such termination is based upon
a judicial or other determination of the lack of merit of the claims made
against him or otherwise results in a vindication of him); and
(B) references to an "other enterprise" shall include employee benefit
plans; references to a "fine" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving at
the request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries; and references to a
"subsidiary of the corporation" shall include another corporation if securities
representing at least a majority of the voting power of such other corporation
are owned by the corporation; and a person who acted in good faith and in a
manner he reasonably believed to be in the best interests of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" within the meaning
of that term as used in this Article Seven.
Section 7.09. Venue. Any action, suit or proceeding to determine a
claim for indemnification under this Article Seven may be maintained by the
person claiming such indemnification, or by the corporation, in the Court of
Common Pleas of Franklin County, Ohio. The corporation and (by claiming such
indemnification) each such person consent to the exercise of jurisdiction over
its or his person by the Court of Common Pleas of Franklin County, Ohio in any
such action, suit or proceeding.
ITEM 7. Exemption from Registration Claimed.
Not Applicable.
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ITEM 8. Exhibits.
See the Exhibit Index attached hereto.
The Internal Revenue Service (the "IRS") has determined that the Plan
is a tax-qualified employee benefit plan meeting the requirements of Section
401(a) of the Internal Revenue Code of 1986, as amended. (A copy of the IRS
determination letter is included herewith as Exhibit 5.) The undersigned
Registrant hereby undertakes to submit the Plan, as amended, to the IRS in a
timely manner and to make those changes, if any, required by the IRS in order
for the Plan to qualify as a tax-qualified employee benefit plan meeting the
requirements of Section 401(a) of the Internal Revenue Code of 1986, as amended.
ITEM 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs A(1) (i) and (A)(1) (ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
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B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act, and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act, that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
post-effective amendment No. 1 to the registration statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Cambridge, State of Ohio, on the 23rd day of March, 1998.
CAMCO FINANCIAL CORPORATION
By: /s/ Larry A. Caldwell
Larry A. Caldwell, President
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment No. 1 to the registration statement on Form S-8 has
been signed by the following persons in the capacities indicated on the 23rd day
of March, 1998.
Signature Title
/s/ Larry A. Caldwell President and Director
Larry A. Caldwell
/s/ Robert C. Dix, Jr. Director
Robert C. Dix, Jr.
/s/ Kenneth R. Elshoff Director
Kenneth R. Elshoff
/s/ James R. Hanawalt Director
James R. Hanawalt
/s/ Paul D. Leake Director
Paul D. Leake
/s/ Anthony J. Popp Director
Anthony J. Popp
/s/ Eric G. Spann Director
Eric G. Spann
/s/ Samuel W. Speck Director
Samuel W. Speck
/s/ Jeffrey T. Tucker Director
Jeffrey T. Tucker
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustee has duly caused this post-effective amendment No. 1 to the
registration statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cambridge, State of Ohio,
on the 21 day of April, 1998.
CAMCO FINANCIAL CORPORATION
401(K) SALARY SAVINGS PLAN
By: /s/ Jeff Welch
Jeff Welch
Vice President Trust Division
THE PEOPLES BANKING & TRUST
COMPANY
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<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit
Number Description Location
<S> <C> <C>
4.1 Third Restated Certificate of Incorporated herein by reference to the
Incorporation of Camco Financial Registrant's Annual Report on Form 10-KSB
Corporation for the fiscal year ended December 31, 1996,
filed with the Securities and Exchange
Commission on March 31, 1997("1996
Form 10-KSB").
4.2 1987 Amended and Restated Bylaws of Incorporated herein by reference to the
Camco Financial Corporation Registrant's Annual Report on Form 10-KSB
for the fiscal year ended December 31,
1995, filed with the Securities and
Exchange Commission on April 1, 1996.
4.3 Camco Financial Corporation 401(k) Incorporated herein by reference to the
Salary Savings Plan Registrant's Registration Statement on
Form S-8, filed with the Securities and
Exchange Commission on December 30, 1994.
4.4 Amendment to the Camco Financial
Corporation 401(k) Salary Savings Plan
effective July 17, 1996
5 Internal Revenue Service determination
letter that the Plan, as amended effective
January 1, 1995, is qualified under Section
401 of the Internal Revenue Code
23 Consent of Grant Thornton LLP, dated
April 29, 1998
</TABLE>
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EXHIBIT 4.4
CAMCO FINANCIAL CORPORATION
CERTIFICATE OF CORPORATE RESOLUTION
The undersigned officer of Camco Financial Corporation ("Camco") hereby
certifies that the following resolutions were duly adopted by the Board of
Directors of the Company on May 28, 1996, and that such resolutions have not
been modified or rescinded as of the date hereof:
WHEREAS, Camco Financial Corporation adopted a 401(K) Salary Savings
Plan and Trust effective November 16, 1987;
WHEREAS, Camco Financial Corporation adopted the amended and restated
401(K) Salary Savings Plan effective January 1, 1995 utilizing the Employee
Benefit Compliance Services, Inc. Regional Prototype standardized 401(K) Profit
Sharing Plan and Trust; and
WHEREAS, it is desired to amend such Adoption Agreement;
NOW, THEREFORE, BE IT RESOLVED that said 401(K) Salary Savings Plan is
hereby amended as follows:
ITEM I
Effective July 1, 1996, Section E3, FORMULA FOR DETERMINING EMPLOYER'S MATCHING
CONTRIBUTION, is amended by nullifying option "b" and substituting the following
option "d" therefor:
d. (x) The employer shall make matching contributions equal to the sum
of 100% of the portion of the Participant's salary reduction which does not
exceed 3% of the Participant's Compensation plus 50% of the portion of the
Participant's salary reduction which exceeds 3% of the Participant's
Compensation, but does not exceed 5% of the Participant's Compensation.
ITEM II
Effective July 1, 1996, Section E3, FORMULA FOR DETERMINING EMPLOYER'S MATCHING
CONTRIBUTION is amended by changing the inserted "4%" to "5%" in option "j".
ITEM III
Effective January 1, 1997, the amount of the discretionary Employer contribution
(Employer profit sharing contributions) for any Plan Year in which the
Employer's adjusted Return on Average Equity (ROAE) exceeds 10%, shall be based
on the following schedule:
<PAGE>
Adjusted ROAE Employer Contribution
- - ------------- ---------------------
Less than 10% None
10% - 10.99% 1% of Previous Year's Reportable Compensation
11% - 11.99% 2% of Previous Year's Reportable Compensation
12% - 12.99% 3% of Previous Year's Reportable Compensation
13% - 13.99% 4% of Previous Year's Reportable Compensation
14% - 14.99% 5% of Previous Year's Reportable Compensation
15% - 15.99% 6% of Previous Year's Reportable Compensation
16% - 16.99% 7% of Previous Year's Reportable Compensation
17% - 17.99% 8% of Previous Year's Reportable Compensation
18% - 18.99% 9% of Previous Year's Reportable Compensation
19% - 19.99% 10% of Previous Year's Reportable Compensation
20% - 21.00% 11% of Previous Year's Reportable Compensation
The maximum employer contribution shall be 11% of Compensation. The actual
amount of the Employer contribution shall be the amount determined from the
table above reduced by the amount of any forfeitures of Employer contributions
other than matching contributions.
The Employer discretionary contributions shall be invested as follows:
50% of such Employer discretionary contribution shall be in Camco Common
Stock to be purchased by The Trustees on the open market.
50% of such Employer discretionary contribution shall be for investment in
the funds available under this Plan's menu of investments at the sole
discretion and direction of the Participant.
The return on average equity shall be determined taking the following into
consideration:
Excluding the effect to ROAE of Camco Acquisitions going forward for the
first two calendar years after each acquisition.
Excluding that portion of CAFI expenses directly related to merger and
acquisition activity that exceeds $12,000 per year.
Excluding the impact of the special assessment anticipated to recapitalize
the Savings Association Insurance Fund (FDIC/SAID) in the calendar year of
the assessment.
/s/ Anthony J. Popp, Secretary
Anthony J. Popp
Date: July 17, 1996
EXHIBIT 5
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX 2508
CINCINNATI, OH 45201
Employer Identification Number:
51-0110823
Date: August 9, 1995 File Folder Number:
310043187
CAMCO FINANCIAL CORPORATION Person to Contact:
814 WHEELING AVENUE JOANNA WEBER
CAMBRIDGE, OH 43725 Contract Telephone Number:
(513) 684-3141
Plan Name:
401(K) SALARY SAVINGS PLAN
Plan Number: 002
Dear Applicant:
We have made a favorable determination on your plan, identified above
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letters, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination letter is applicable for the plan adopted on
December 20, 1994.
This plan has been madatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of
section 1.401 (a)(4)-1(b)(2) of the regulations on the basis of a design-based
safe harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and consider the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.
<PAGE>
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ C. Ashley Bullard
C. Ashley Bullard
District Director
Enclosures:
Publication 794
Exhibit 23
ACCOUNTANTS' CONSENT
We have issued our report dated February 21, 1998, accompanying the consolidated
financial statements of Camco Financial Corporation and our report dated
February 16, 1998, accompanying the consolidated financial statements of Camco
Financial Corporation 401(k) Salary Savings Plan which are incorporated within
the Annual Report on Form 10-K for the year ended December 31, 1997. We hereby
consent to the incorporation by referenc of said reports in Camco's Post-
Effective Amendment No. 1 to the Form S-8 (33-88072).
GRANT THORNTON LLP
Cincinnati, Ohio
April 29, 1998
