<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant[X]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sections 240.14a-11(c) or Sections
240.14a-12
CAMCO FINANCIAL CORPORATION
--------------------------------------------
(Name of Registrant as Specified In Its Charter)
-------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
---------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
<PAGE> 2
CAMCO FINANCIAL CORPORATION
6901 GLENN HIGHWAY
CAMBRIDGE, OHIO 43725
(740) 435-2020
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the 2000 Annual Meeting of Stockholders of
Camco Financial Corporation ("Camco") will be held at Camco's Corporate Center,
6901 Glenn Highway, Cambridge, Ohio 43725, on May 23, 2000, 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 2003; and
2. 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
10, 2000, 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
April 19, 2000 Anthony J. Popp, Secretary
<PAGE> 3
CAMCO FINANCIAL CORPORATION
6901 GLENN HIGHWAY
CAMBRIDGE, OHIO 43725
(740) 435-2020
PROXY STATEMENT
PROXIES
The enclosed Proxy is being solicited by the Board of Directors of
Camco Financial Corporation ("Camco") for use at the 2000 Annual Meeting of
Stockholders of Camco to be held at Camco's Corporate Center, 6901 Glenn
Highway, Cambridge, Ohio 43725, on May 23, 2000, 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
2003.
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 10,
2000 (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
6,931,897.2 votes entitled to be cast at the Annual Meeting.
This Proxy Statement is first being mailed to stockholders of Camco on
or about April 19, 2000.
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
VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
As of April 1, 2000, 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, 2000:
<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>
Michael P. Brennan 103,695 (2) -- 1.48%
Larry A. Caldwell 95,647.1 (3) 140,863.5 3.40%
Robert C. Dix, Jr. 8,673 (4) 3,645 .18%
Kenneth R. Elshoff 8,828 (5) -- .13%
Terry A. Feick -- 1,896 .03%
Paul D. Leake 98,743 (6) 47,415 2.09%
Anthony J. Popp 97,361 (7) 2,590 1.44%
Eric G. Spann 578.3 (8) -- .01%
Samuel W. Speck 4,371 (9) 16,491 .30%
Jeffrey T. Tucker 15,455 (10) 2,488.7 .26%
All directors and executive
officers as a group (12 persons) 457,253.3 (11) 231,376.6 9.67%
</TABLE>
- -----------------------------
(1) Each of the persons listed in this table may be contacted at the
address of Camco, 6901 Glenn Highway, Cambridge, Ohio 43725.
(2) This number includes 61,410 shares that may be acquired upon the
exercise of options awarded pursuant to the Westwood Homestead
Financial Corporation 1997 Stock Option Plan (the "Westwood Homestead
Stock Option Plan") that was assumed by Camco.
(3) This number includes 22,278 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").
(4) This number includes 1,457 shares that may be acquired upon the
exercise of options awarded pursuant to the 1995 Stock Option Plan.
(5) This number includes 210 shares that may be acquired upon the exercise
of options awarded pursuant to the 1995 Stock Option Plan.
(6) This number includes 67,831 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.
(7) This number includes 17,362 shares that may be acquired upon the
exercise of options awarded pursuant to the 1995 Stock Option Plan.
(Footnotes continue on next page)
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<PAGE> 5
(8) This number includes 210 shares that may be acquired upon the exercise
of options awarded pursuant to the 1995 Stock Option Plan.
(9) Consists of shares that may be acquired upon the exercise of options
awarded pursuant to the 1995 Stock Option Plan.
(10) This number includes 2,704 shares that may be acquired upon the
exercise of options awarded pursuant to the 1995 Stock Option Plan.
(11) This number includes 187,913 shares that may be acquired upon the
exercise of options awarded pursuant to the Westwood Homestead Stock
Option Plan, 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 ten. 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 2003:
<TABLE>
<CAPTION>
Director
Name Age (1) Position(s) held since
- ---- --- ---------------- -----
<S> <C> <C> <C>
Robert C. Dix, Jr. 60 -- 1994
Kenneth R. Elshoff 68 -- 1997
Paul D. Leake 59 -- 1996
</TABLE>
- -----------------------------
(1) At April 1, 2000.
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
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<PAGE> 6
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.
PAUL D. LEAKE has served as the President and Chief Executive Officer
of First Federal Bank for Savings ("First Savings") since 1976, and as a
director of First Savings since 1977.
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>
Terry A. Feick 50 -- 2000 2001
Anthony J. Popp 62 Senior Vice President, 1985 2001
Secretary and Vice Chairman
Eric G. Spann 37 -- 1996 2001
Michael P. Brennan 58 -- 2000 2002
Larry A. Caldwell 63 Chief Executive Officer and 1970 2002
Chairman of the Board of
Directors
Samuel W. Speck 63 -- 1991 2002
Jeffrey T. Tucker 42 -- 1987 2002
</TABLE>
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(1) At April 1, 2000.
TERRY A. FEICK is the Superintendent of Schools for the Washington
Court House, Ohio City Schools, a position he has held since 1991. Mr. Feick was
appointed to fill the unexpired term of James R. Hanawalt, who retired as a
director in February 2000. Mr. Feick serves as a director and the Chairman of
the Board of Directors of First Federal Savings Bank of Washington Court House
("First Federal").
ANTHONY J. POPP is Senior Vice President, Secretary and Vice Chairman
of Camco and Chief Executive Officer of Marietta Savings Bank ("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, Camco Title
Insurance Agency, Inc. ("Camco Title") and Marietta Savings.
ERIC G. SPANN has been the Director of the North America Supply Chain,
Household Surface Care/Fabric Care for Colgate Palmolive Company since April
1999. From February 1995 to April 1999, Mr. Spann was the Director of
Manufacturing at the Colgate-Palmolive plant located in Cambridge, Ohio.
MICHAEL P. BRENNAN is the President and Chief Executive Officer of
Westwood Homestead Savings Bank ("Westwood Homestead"), a position he has held
since February 1995. Mr. Brennan also serves as a director of Westwood
Homestead. Mr. Brennan was appointed a director of Camco in January 2000.
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<PAGE> 7
LARRY A. CALDWELL is the Chief Executive Officer of Camco, a position
he has held since Camco was organized in 1970, and was appointed 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, First
Federal, Westwood Homestead, Cambridge Savings Bank ("Cambridge Savings") and
Camco Title.
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.
MEETINGS OF DIRECTORS
The Board of Directors of Camco met seven times for regularly scheduled
and special meetings during the year ended December 31, 1999. Each director
attended at least 75% of the aggregate meetings held during his service as
director.
COMMITTEES OF DIRECTORS
The Board of Directors of Camco has a Compensation Committee, whose
members are Messrs. Elshoff, 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, Marietta Savings and Westwood Homestead. The Compensation Committee met
twice during 1999.
The Board of Directors of Camco has an Audit Committee, whose members
are Messrs. Dix, Feick and Spann. The function of the Audit Committee is to
recommend an audit firm to the full Board of Directors, to review and approve
the annual audit report and to conduct quarterly accounting reviews. The Audit
Committee met twice during 1999.
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 and the
Chief Executive Officer of Camco, and Mr. Popp, who is the Secretary, the Senior
Vice President and the Vice Chairman 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 45 President and Chief Operating October 1998
Officer
Gary E. Crane 39 Treasurer and Chief Financial January 1998
Officer
</TABLE>
- ---------------------------
(1) At April 1, 2000.
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<PAGE> 8
RICHARD C. BAYLOR was named President of Camco on January 1, 2000, and
has been Camco's Chief Operating Officer since October 21, 1998. From October
21, 1998 until January 1, 2000, Mr. Baylor was the Executive Vice President of
Camco. 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 $100,000 from Camco and its
subsidiaries for services rendered to Camco and its subsidiaries for the years
ended December 31, 1999, 1998 and 1997:
Summary Compensation Table
--------------------------
<TABLE>
<CAPTION>
Annual compensation Long term compensation
- -----------------------------------------------------------------------------------------------------------------------
Awards
------------------------
Name and principal position Year Salary ($) Bonus ($) Securities underlying All other
options/SARs(#) (1) compensation (2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Larry A. Caldwell, 1999 $167,790 $54,514 - $ 59,980
Chief Executive Officer and 1998 159,277 54,740 4,200 60,374
Chairman of the Board 1997 152,340 44,775 - 45,804
Anthony J. Popp, 1999 $111,886 $29,164 - $ 47,056
Secretary, Senior Vice 1998 108,700 32,989 2,625 44,662
President and Vice Chairman 1997 105,598 26,401 - 36,936
Richard C. Baylor, 1999 $110,000 $ 5,597 - $135,148
President and Chief Operating 1998 $ 20,519 - 5,250 -
Officer
</TABLE>
- -------------------------
(1) Represents the number of shares of common stock of Camco underlying
options granted pursuant to the 1995 Stock Option Plan.
(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.
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<PAGE> 9
STOCK OPTIONS
The following table sets forth information regarding the number and
value of unexercised options held by Messrs. Baylor, Caldwell and Popp at
December 31, 1999:
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and 12/31/99 Option/SAR Values
----------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised "In The Money"
Options/SARs at Options/SARs at
Shares Acquired Value 12/31/99(#) 12/31/99(#)(1)
Name on Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- -------------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Richard C. Baylor -0- -- 5,250/0 --/0
Larry A. Caldwell -0- -- 22,278/3,360 9,861/0
Anthony J. Popp -0- -- 17,362/2,100 7,745/0
</TABLE>
- --------------------------
(1) The value of the options was determined by multiplying the number of
"in the money" options by the difference between the $9.79 option
exercise price and the fair market value of a share of Camco common
stock, which was $10.25 on December 31, 1999, based on the closing bid
price reported by The Nasdaq Stock Market.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Camco is a multiple thrift holding company and its primary holdings
include 100% of the stock of five thrifts and a title insurance agency. The
Chief Executive Officer and Chairman of the Board, Larry A. Caldwell, the
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 1999, Anthony J. Popp, Senior
Vice President, Secretary and Vice Chairman, 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 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
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<PAGE> 10
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 1999
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.
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 1999, 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.
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<PAGE> 11
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:
TOTAL RETURN PERFORMANCE
GRAPH
<TABLE>
<CAPTION>
PERIOD ENDING
-----------------------------------------------------------------------------------
INDEX 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Camco Financial Corporation 100.00 130.18 172.96 164.16 284.49 256.61 190.77
NASDAQ - Total US 100.00 97.80 138.23 170.07 208.39 293.65 530.52
Camco Financial Peer Group** 100.00 109.20 148.97 177.50 264.83 247.63 204.36
</TABLE>
**Camco Financial Peer Group consists of the following seven thrifts:
First Midwest Financial Corporation, HF Financial, FFY Financial Corporation,
Home Federal Bancorp, First Northern Capital Corporation, NASB Financial,
Inc., and First Defiance Financial Corporation.
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
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<PAGE> 12
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
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
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<PAGE> 13
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.
CHANGE OF CONTROL AGREEMENT
Camco has a change of control agreement with Mr. Baylor (the "Change of
Control Agreement"). The Change of Control Agreement's term is one year,
providing for an annual performance review by the Board of Directors, at which
time the Board of Directors may extend the Change of Control Agreement for an
additional one-year period.
The Change of Control Agreement provides that if Mr. Baylor is
terminated by Camco or its successors for any reason other than "just cause," as
defined in the Change of Control Agreement, within six months prior to a change
of control, as defined in the Change of Control Agreement, or within one year
after a change of control, Camco will pay (1) Mr. Baylor an amount equal to two
times the amount of his annual compensation and (2) the premiums required to
maintain coverage under the health insurance plan in which Mr. Baylor is a
participant immediately prior to the change of control until the earliest of (i)
the first anniversary of his termination or (ii) the date Mr. Baylor is included
in another employer's benefit plans. Mr. Baylor will also be entitled to the
above payments if he voluntarily terminates his employment within twelve months
following a change of control if (1) the present capacity or circumstances in
which Mr. Baylor is employed are changed; (2) Mr. Baylor is no longer President
and Chief Operating Officer; (3) Mr. Baylor is required to move his personal
residence, or perform his principal executive functions, more than thirty-five
miles from his primary office as of the date of the Change of Control Agreement;
or (4) Camco otherwise breaches the Change of Control Agreement. Mr. Baylor is
not required to mitigate the amount of any payment provided for in the Change of
Control Agreement. The maximum amount that Mr. Baylor 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 the Change of Control Agreement,
generally refers to (1) the acquisition of ownership or power to vote more than
25% of the voting stock of Camco, (2) the control of the election of a majority
of the directors of Camco, (3) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of Camco, cease for any reason to constitute at least a majority
thereof, or (4) the acquisition by any person or entity of "conclusive control,"
as defined in 12 C.F.R. Section 574.4(a), or "rebuttable control," as defined in
12 C.F.R. Section 574.4(c).
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
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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, 1999, each director of Camco
received $1,150 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 $575. In addition, directors who were not
executive officers of Camco received a fee of $375 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 $180. During the year ended December 31,
1999, Camco paid a total of $73,770 in directors' compensation.
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, 1999, 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 2001 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 received by
Camco not later than December 21, 2000. In addition, if a stockholder intends to
present a proposal at the 2001 Annual Meeting without including the proposal in
the proxy materials related to the meeting, and if the proposal is not received
by March 6, 2001, then the proxies designated by the Board of Directors of Camco
for the 2001 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
April 19, 2000 Anthony J. Popp, Secretary
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<PAGE> 15
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 23, 2000
The undersigned stockholder of Camco Financial Corporation ("Camco")
hereby constitutes and appoints Samuel W. Speck 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 2000 Annual Meeting of Stockholders of Camco
to be held at Camco's Corporate Center, 6901 Glenn Highway, Cambridge, Ohio
43725, on May 23, 2000, 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).
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IMPORTANT: PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.
2. 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 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. 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.
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<PAGE> 16
All Proxies previously given by the undersigned are hereby revoked.
Receipt of the Notice of the 2000 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.
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