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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): January 8, 1998
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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 (Commission File No.) (IRS Employer I.D. No.)
of 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 28, 1997, Camco Financial Corporation, a Delaware
corporation ("Camco"), GF Bancorp, Inc., a Delaware corporation ("GFBC"), First
Federal Savings Bank of Washington Court House, a federal savings bank and
wholly-owned subsidiary of Camco ("First Federal") and Germantown Federal
Savings Bank, a federal savings bank and wholly-owned subsidiary of GFBC
("Germantown Federal") entered into an Agreement of Merger and Plan of
Reorganization, (the "Agreement"), providing for the merger of GFBC with and
into Camco (the "Merger") and the merger of Germantown Federal with and into
First Federal (the "Bank Merger"). The stockholders of GFBC adopted the
Agreement at a Special Meeting held on December 16, 1997. The Merger and the
Bank Merger were approved by the Office of Thrift Supervision on December 24,
1997, and became effective on January 8, 1998, at 11:59 p.m. and on January 9,
1998, at 12:01 a.m., respectively.
In accordance with the terms and subject to the conditions of
the Agreement, each of the outstanding shares of GFBC common stock were
cancelled and extinguished at the effective time of the Merger in consideration
and exchange for 1.32 shares of Camco common stock (the "Per Share Merger
Consideration") and an appropriate fraction of $25.70 in cash for any fractional
shares created. At the effective time of the Merger, there were 320,705 shares
of GFBC issued and outstanding. Therefore, the aggregate Per Share Merger
Consideration to be paid by Camco is approximately 423,330 shares of Camco
common stock.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of the acquired business reported
in Item 2 will be filed by amendment to this Form 8-K within 60 days of January
23, 1998, if required.
(b) Pro forma financial information for the transaction
reported in item 2 will be filed by amendment to this Form 8-K within 60 days
of January 23, 1998, if required.
(c) Exhibits - News release of Camco dated January 9, 1998.
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INDEX TO EXHIBITS
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Exhibit Number Description
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99 News Release of Camco Financial Corporation
dated January 9, 1998.
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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: January 22, 1998
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Exhibit 99
CAMCO FINANCIAL CORPORATION
814 Wheeling Avenue
P.O. Box 708
Cambridge, Ohio 43725-0708
Phone: 614-432-5641
Fax: 614-432-6107
Camco Financial Corporation Corrects and Replaces Previous
Acquisition Announcement
Note: The following news release replaces and corrects the previous
Camco Financial news release which was faxed to you earlier today,
Friday, January 9, 1998.
Camco Financial Completes Acquisition of GF Bancorp
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CAMBRIDGE, Ohio--Jan. 9, 1998-- Camco Financial Corp. (NASDAQ:CAFI)
announced today the completion of Camco's acquisition of GF Bancorp Inc., the
holding company for Germantown Federal Savings Bank.
GF Bancorp reported assets of $49.4 million and equity of $6.8 million
on Sept. 30, 1997. The effective date of the acquisition was Jan. 8, 1998. As a
result of the acquisition, the former Germantown Federal offices in Germantown
and New Lebanon, Ohio, will continue to operate as branches of First Federal
Savings Bank of Washington Court House, a subsidiary of Camco.
In accordance with the acquisition agreement that was signed in July
1997, each GF Bancorp stockholder will receive 1.320 shares of Camco stock for
each share of GF Bancorp held on Jan. 8, 1998. Based on the Jan. 8, 1998
closing price of $26.50 for Camco stock on the Nasdaq National Market, the
market value of the 1.320 Camco shares received for each GF Bancorp share is
approximately $34.98, and the aggregate market value is $11.2 million based on
320,705 GF Bancorp shares outstanding. Larry A. Caldwell, president & CEO of
Camco, commented, "The increase in the market value of Camco's stock since the
agreement was signed last July has made this acquisition even more valuable to
the GF Bancorp stockholders." Camco's stock price was $18.75 on July 25, 1997,
the trading date before the merger agreement was signed. As a result of the
increase in Camco's market price, Camco will issue fewer shares in the merger,
but those shares will have a higher market value.
The GF Bancorp stockholders will participate in the Camco dividend of
$.135 payable Jan. 20, 1998, to stockholders of record on Jan. 9, 1998, the day
after the effective date of the merger. Caldwell noted, "The timing is very
beneficial to the GB Bancorp stockholders, and Camco is delighted to start on
such a positive note with its newest stockholders." Payment of the dividend to
former GF Bancorp stockholders will occur in conjunction with the exchange of
GF Bancorp certificates for Camco stock certificates.
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Camco, a multi-state/multi-bank holding company, reported assets of
$502.2 million and equity of $48.2 million as of Sept. 30, 1997. Through its
subsidiaries, Camco provides a broad array of financial services now to 19
communities in Ohio, Kentucky and West Virginia.
CONTACT: Camco Financial Corp., Cambridge
Larry A. Caldwell, 614/432-5641
