<PAGE> 1
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):
[ ] $125 per Exchange Act rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14(a)-6(i)(3)
[ ] 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> 2
CAMCO FINANCIAL CORPORATION
814 WHEELING AVENUE
CAMBRIDGE, OHIO 43725
(740) 432-5641
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the 1999 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 25, 1999, 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 2002;
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
9, 1999, 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
/s/ ANTHONY J. POPP
--------------------------
April 22, 1999 Anthony J. Popp, Secretary
<PAGE> 3
CAMCO FINANCIAL CORPORATION
814 WHEELING AVENUE
CAMBRIDGE, OHIO 43725
(740) 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 1999 Annual Meeting of
Stockholders of Camco to be held at The Pritchard Laughlin Civic Center, 7033
Glenn Highway, Cambridge, Ohio 43725, on May 25, 1999, 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 Larry A. Caldwell, Samuel W. Speck and
Jeffrey T. Tucker as directors of Camco for terms expiring in
2002; 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 9,
1999 (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
5,468,795.5 votes entitled to be cast at the Annual Meeting.
This Proxy Statement is first being mailed to stockholders of Camco on
or about April 22, 1999.
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.
<PAGE> 4
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 OWNERS
AND MANAGEMENT
As of April 1, 1999, 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, 1999:
<TABLE>
<CAPTION>
Amount and nature of beneficial ownership
---------------------------------------------------
Sole voting and/or Shared voting and/or Percentage of
Name and address (1) investment power investment power shares outstanding
- ---------------- ---------------- ---------------- ------------------
<S> <C> <C> <C>
Larry A. Caldwell 88,663.1(2) 109,829.8 3.62%
Robert C. Dix, Jr. 5,881.7(3) 3,472.0 0.17%
Kenneth R. Elshoff 8,208.0 - 0.15%
James R. Hanawalt 4,359.0(4) 5,840.1 0.19%
Paul D. Leake 126,401.0(5) 15,933.0 2.57%
Anthony J. Popp 88,627.0(6) - 1.62%
Eric G. Spann 337.0 - 0.01%
Samuel W. Speck 3,963.0(7) 15,706.0 0.36%
Jeffrey T. Tucker 14,519.0(8) - 0.27%
All directors and executive
officers as a group 350,599.8(9) 154,290.9 9.04%
(11 persons)
</TABLE>
- -----------------------------
(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 20,417 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 1,188 shares that may be acquired upon the
exercise of options awarded pursuant to the 1995 Stock Option Plan.
(4) This number includes 4,359 shares that may be acquired upon the
exercise of options awarded pursuant to the 1995 Stock Option Plan.
(Footnotes continue on next page)
<PAGE> 5
(5) This number includes 64,601 shares that may be acquired pursuant to the
First Ashland Financial Corporation 1995 Stock Option and Incentive
Plan (the "Ashland Stock Option Plan") which was assumed by Camco.
(6) This number includes 16,035 shares that may be acquired upon the
exercise of options awarded pursuant to the 1995 Stock Option Plan.
(7) This number includes 3,963 shares that may be acquired upon the
exercise of options awarded pursuant to the 1995 Stock Option Plan.
(8) This number includes 2,375 shares that may be acquired upon the
exercise of options awarded pursuant to the 1995 Stock Option Plan.
(9) This number includes 117,438 shares that may be acquired upon the
exercise of options awarded pursuant to the 1995 Stock Option Plan and
the Ashland Stock Option 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 2002:
<TABLE>
<CAPTION>
Director
Name Age (1) Position(s) held since
- ---- --- ---------------- --------
<S> <C> <C> <C>
Larry A. Caldwell 62 President, Chief Executive 1970
Officer and Chairman of the
Board of Directors
Samuel W. Speck 62 -- 1991
Jeffrey T. Tucker 41 -- 1987
</TABLE>
- -----------------------------
<PAGE> 6
(1) At April 1, 1999.
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 Federal Bank
for Savings ("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 ("East
Ohio").
SAMUEL W. SPECK is the Director of the Ohio Department of Natural
Resources. Prior to joining the cabinet of the Governor of Ohio, Dr. Speck
served as President of Muskingum College, New Concord, Ohio from 1986 to 1999.
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.
The following directors will continue to serve after the Annual Meeting
for the terms indicated:
<TABLE>
<CAPTION>
Director Term
Name Age (1) Position(s) held Since Expires
- ---- --- ---------------- -- ------- -------
<S> <C> <C> <C> <C>
Robert C. Dix, Jr. 59 -- 1994 2000
Kenneth R. Elshoff 67 -- 1997 2000
Paul D. Leake 58 -- 1996 2000
James R. Hanawalt 69 -- 1991 2001
Anthony J. Popp 61 Senior Vice President and 1985 2001
Secretary
Eric G. Spann 36 -- 1996 2001
</TABLE>
- ---------------------------
(1) At April 1, 1999.
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 Savings since 1976, and as a director of First Savings since 1977.
<PAGE> 7
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 Savings.
ANTHONY J. POPP is 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.
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.
MEETINGS OF DIRECTORS
The Board of Directors of Camco met six times for regularly scheduled
and special meetings during the year ended December 31, 1998.
COMMITTEES OF DIRECTORS
The Board of Directors of Camco has a Compensation Committee, whose
members are Messrs. Hanawalt, Speck and 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 five times during
1998.
The Board of Directors of Camco has an Audit Committee, whose members
are Messrs. Dix, Elshoff and 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 1998.
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.
EXECUTIVE OFFICERS
In addition to Mr. Caldwell, who is the Chairman of the Board, the
Chief Executive Officer and the President of Camco, and Mr. Popp, who is the
Secretary and the Senior Vice President of Camco, the following persons are
currently executive officers of Camco and hold the designated positions:
<TABLE>
<CAPTION>
Executive officer
Name Age (1) Position(s) held since
- ---- --- ---------------- ---------------
<S> <C> <C> <C>
Richard C. Baylor 44 Executive Vice President and October 1998
Chief Operating Officer
Gary E. Crane 38 Treasurer and Chief Financial January 1998
Officer
</TABLE>
- ---------------------------
<PAGE> 8
(1) At April 1, 1999.
RICHARD C. BAYLOR was named Executive Vice President and Chief
Operating Officer of Camco on October 21, 1998. From August 1989 to June 1998,
Mr. Baylor was employed as a Vice President of Lending by State Savings Bank, an
Ohio savings bank.
GARY E. CRANE was named Treasurer and Chief Financial Officer of Camco
on January 19, 1998. Prior to joining Camco's management team, Mr. Crane served
as Vice President and Chief Financial Officer of First Federal.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid to the chief
executive officer of Camco and each executive officer of Camco who received cash
and cash equivalent compensation in excess of $100,000 from Camco and its
subsidiaries for services rendered to Camco and its subsidiaries for the years
ended December 31, 1998, 1997 and 1996:
Summary Compensation Table
--------------------------
<TABLE>
<CAPTION>
--------------------------- -------------------------
Annual compensation Long term compensation
- --------------------------------- --------- ------------- ------------- ------------------------- -----------------------
Awards
-------------------------
Name and principal position Year Salary ($) Bonus ($) Securities underlying All other
options/SARs(#) (1) compensation (2)
- --------------------------------- --------- ------------- ------------- ------------------------- -----------------------
<S> <C> <C> <C> <C> <C>
Larry A. Caldwell, President, 1998 $159,277 $54,740 4,000 $ 60,374
Chief Executive Officer and 1997 152,340 44,775 -- 45,804
Chairman of the Board 1996 146,200 36,925 -- 337,042
Anthony J. Popp, 1998 $108,700 $32,989 2,500 $ 44,662
Secretary and Senior Vice 1997 105,598 26,401 -- 36,936
President 1996 101,365 20,141 -- 278,798
</TABLE>
- -------------------------
(1) Represents the number of shares of common stock of Camco underlying
options granted pursuant to the 1995 Stock Option Plan.
<PAGE> 9
(2) Consists of directors' fees paid by Camco or one of its subsidiaries,
employer contributions to the Camco 401(k) Plan and payment for
single-premium, split-dollar life insurance policies.
STOCK OPTIONS
The following table sets forth information regarding all grants of
options to purchase shares of Camco common stock made to Mr. Caldwell and Mr.
Popp during the year ended December 31, 1998:
<TABLE>
<CAPTION>
Option/SAR Grants In Last Fiscal Year
Individual Grants
------------------------------------------------------------------------------------------------
Number of % Of Total
Securities Options/SARs Granted to Exercise or
Underlying Options/ Employees in Base
Name SARs Granted (#)(1) 1998 Fiscal Year Price ($/Share) Expiration Date
- ---- ------------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C>
Larry A. Caldwell 4,000 9.0% $15.38 11/23/08
Anthony J. Popp 2,500 5.6% $15.38 11/23/08
</TABLE>
- --------------------------
(1) The options were granted on November 24, 1998.
The following table sets forth information regarding the number and
value of unexercised options held by Mr. Caldwell and Mr. Popp at December 31,
1998:
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and 12/31/98 Option/SAR Values
-------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised "In The Money"
Shares Options/SARs at Options/SARs at
Acquired on Value 12/31/98(#) 12/31/98(#)
Name Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ----------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Larry A. Caldwell -0- N/A 20,417/4,000 $89,988(1)/N/A(2)
Anthony J. Popp -0- N/A 16,035/2,500 $70,674(1)/N/A(2)
</TABLE>
- --------------------------
(1) The value of the exercisable options was determined by multiplying the
number of options by the difference between the $10.28 option exercise
price and the fair market value of a share of Camco common stock, which
was $14.6875 on December 31, 1998, based on the closing bid price
reported by The Nasdaq Stock Market.
(2) On December 31, 1998, the fair market value of a share of Camco common
stock did not exceed the $15.38 exercise price of the unexercisable
stock options.
<PAGE> 10
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Camco is a multiple thrift holding company and its primary holdings
include 100% of the stock of four thrifts and a title insurance agency. The
Chief Executive Officer, Larry A. Caldwell, the Executive Vice President and
Chief Operating Officer, Richard C. Baylor, and the Treasurer and Chief
Financial Officer, Gary E. Crane, received their compensation entirely from
Camco. The other Camco executive officer in 1998, Anthony J. Popp, Senior Vice
President and Secretary, received the majority of his compensation from Marietta
Savings. Mr. Popp served as an executive officer of Camco on a part-time basis.
Camco's Compensation Committee (the "Committee") recommends to Camco's
Board of Directors the executive compensation for Camco executives for
responsibilities at the holding company level. Recognizing holding company
guidelines and oversight, the board of directors of each insured subsidiary sets
the executive compensation for that subsidiary.
Process for Determining Compensation
The compensation levels of the executive officers, including the
President/Chief Executive Officer, are reviewed each year by the Committee. The
Committee utilizes independent compensation surveys of officers in the thrift
industry, taking into account comparable asset bases and geographic locations.
The Committee also assesses each executive officer's contribution to Camco, the
skills and experience of each executive officer and the ongoing potential of
each executive officer. Total corporate return performance is also a
consideration in determining executive officer compensation.
Based on the foregoing factors, recommendations are made by the
Committee to the Board of Directors of Camco. The Committee's recommendations
are reviewed by the Board of Directors except that Board members who are also
executive officers do not participate in deliberations regarding their own
compensation.
Compensation Policy Toward Executive Officers Generally
The executive compensation policies of the Committee are designed to
provide competitive levels of compensation that will attract and retain
qualified executives and will reward individual performance, initiative and
achievement, while enhancing overall corporate performance and shareholder
value.
The cash compensation program for executive officers consists of two
elements; a base salary and a discretionary cash bonus.
The objectives of the discretionary cash bonuses are to motivate and
reward the executive officers based on each individual's contribution to the
total performance of Camco and to reinforce a strong performance orientation.
Determination of CEO's Compensation
The Committee determined the compensation of Mr. Caldwell in 1998
pursuant to the policies described above for executive officers. The corporate
profitability measurements considered were return on equity, net income,
earnings per share and return on assets. Additional corporate goals considered
were merger and acquisition activities, continued updating and implementation of
Camco's strategic plan and subsidiary oversight and progress.
<PAGE> 11
Submitted by the Compensation Committee of Camco's Board of Directors
James R. Hanawalt, Chairman
Samuel W. Speck
Jeffrey T. Tucker
COMPENSATION COMMITTEE INTERLOCKS
During 1998, no member of the Compensation Committee was a current or
former executive officer or employee of Camco or one of its subsidiaries or had
a reportable business relationship with Camco or one of its subsidiaries.
PERFORMANCE GRAPH
The following graph compares the cumulative total return on Camco's
common stock with the cumulative total return of an index of companies whose
shares are traded on Nasdaq and a savings and loan peer group index for the same
period:
[PERFORMANCE GRAPH REPRESENTED BY FOLLOWING GRAPH]
<TABLE>
<CAPTION>
PERIOD ENDING
-------------
INDEX 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
----- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Camco Financial Corporation 100.00 130.18 172.96 164.16 284.49 256.60
NASDAQ - Total US 100.00 97.75 138.26 170.01 208.58 293.21
Camco Financial Peer Group 100.00 117.72 157.54 188.27 274.94 277.79
</TABLE>
Camco Financial's Peer Group consists of 7 publicly traded thrifts in
Ohio with $350 to $800 million in assets, as of September 30, 1998.
<PAGE> 12
SPLIT-DOLLAR 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
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
<PAGE> 13
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.
<PAGE> 14
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
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 benefit payable to Mr. Popp under the Salary Continuation
Plan, assuming his retirement at age 65, is $800 per month for 179 months. The
Salary Continuation Plan does not provide for payments to Mr. Caldwell.
DIRECTOR COMPENSATION
During the year ended December 31, 1998, each director of Camco
received $1,100 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 $550. In addition, directors who were not
executive officers of Camco received a fee of $360 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 $170. During the year ended December 31,
1998, Camco paid a total of $64,490 in directors' compensation.
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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the federal securities laws, Camco's directors and executive
officers and persons holding more than 10% 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 and to Camco. To Camco's
knowledge, based solely on a review of such reports furnished to Camco and
written representations that no other reports were required during the fiscal
year ended December 31, 1998, all Section 16(a) filings were timely filed.
PROPOSALS OF STOCKHOLDERS AND OTHER MATTERS
Any proposals of stockholders intended to be included in Camco's proxy
statement for the 2000 Annual Meeting of Stockholders (other than nominations
for directors, as explained herein at "BOARD OF DIRECTORS Election of
Directors") should be sent to Camco by certified mail and must be
<PAGE> 15
received by Camco not later than December 24, 1999. In addition, if a
stockholder intends to present a proposal at the 2000 Annual Meeting without
including the proposal in the proxy materials related to the meeting, and if the
proposal is not received by March 8, 2000, then the proxies designated by the
Board of Directors of Camco for the 2000 Annual Meeting of Shareholders of Camco
may vote in their discretion on any such proposal any shares for which they have
been appointed proxies without mention of such matter in the proxy statement or
on the proxy card for such meeting.
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
/s/ ANTHONY J. POPP
--------------------------
April 22, 1999 Anthony J. Popp, Secretary
<PAGE> 16
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 25, 1999
The undersigned stockholder of Camco Financial Corporation ("Camco")
hereby constitutes and appoints Robert C. Dix, Jr. and James R. Hanawalt, or
either one of them, as the proxies of the undersigned with full power of
substitution and resubstitution, to vote at the 1999 Annual Meeting of
Stockholders of Camco to be held at The Pritchard Laughlin Civic Center, 7033
Glenn Highway, Cambridge, Ohio 43725, on May 25, 1999, 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 [ ] WITHHOLD [ ] FOR ALL EXCEPT
Larry A. Caldwell
Samuel W. Speck
Jeffrey T. Tucker
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"FOR ALL EXCEPT" and 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.
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
<PAGE> 17
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 1999 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.
