-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RJR1vPVkS27tVjUss5ug2o5BWnFuBUnc84I8tBi4zFmcg/uvxFMgOKwRZb3qysDT t2/tcNIqkQEWl8p1usI5/g== 0000896463-96-000162.txt : 19961015 0000896463-96-000162.hdr.sgml : 19961015 ACCESSION NUMBER: 0000896463-96-000162 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961004 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961011 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMCO FINANCIAL CORP CENTRAL INDEX KEY: 0000016614 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 510110823 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25196 FILM NUMBER: 96642157 BUSINESS ADDRESS: STREET 1: 814 WHEELING AVENUE CITY: CAMBRIDGE STATE: OH ZIP: 43725 BUSINESS PHONE: 6144325641 8-K 1 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): October 4, 1996 CAMCO FINANCIAL CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 0-25196 51-0110823 ---------------------------- --------------------- ------------------ (State or other jurisdiction (Commission File No.) (IRS Employer I.D. of incorporation) No.) 814 Wheeling Avenue, Cambridge, Ohio 45725-0708 -------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (614) 432-5641 Item 2. Acquisition or Disposition of Assets. On March 25, 1996, Camco Financial Corporation, a Delaware corporation ("Camco"), and First Ashland Financial Corporation, a Delaware corporation ("First Ashland"), entered into an Agreement and Plan of Merger and Reorganization, (the "Agreement"), providing for the merger of First Ashland with and into Camco (the "Merger"). The stockholders of First Ashland and Camco adopted the Agreement at Special Meetings held on September 20 and 23, 1996, respectively. The Merger was approved by the Office of Thrift Supervision on September 27, 1996, and became effective on October 4, 1996, at 11:59 p.m. Prior to the Merger, First Ashland had been the parent holding company of First Federal Bank for Savings, a federal savings bank located in Ashland Kentucky, which became a subsidiary of Camco as a result of the Merger. In accordance with the terms and subject to the conditions of the Agreement, each of the outstanding shares of First Ashland common stock were cancelled and extinguished at the effective time of the Merger in consideration and exchange for $8.93736 in cash and 0.67492 shares of Camco common stock (the "Per Share Merger Consideration") and an appropriate fraction of $18.25 in cash for any fractional shares created. At the effective time of the Merger, there were 1,463,039 shares of First Ashland issued and outstanding. Therefore, the aggregate Per Share Merger Consideration to be paid by Camco is approximately $13,075,706.23 in cash and 987,434 shares of Camco common stock. At the effective time of the Merger, the outstanding options for 138,050 shares of First Ashland common stock at an exercise price of $14.25 per share, became options for 160,772 shares of Camco common stock at an exercise price of $12.24 per share. Item 7. Financial Statements and Exhibits. (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 October 19, 1996. (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 October 19, 1996. (c) Exhibits - News release of Camco dated October 7, 1996. - -------------------------------------------------------------------------------- INDEX TO EXHIBITS Exhibit Number Description - ----------------- ------------------ 99 News Release of Camco Financial Corporation dated March 26, 1996 SIGNATURES 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: Larry A. Caldwell ___________________________________ Larry A. Caldwell, President Date: October 11, 1996 EX-99 2 Exhibit 99 CAMCO FINANCIAL CORPORATION 814 Wheeling Avenue P.O. Box 708 Cambridge, Ohio 43725-0708 Phone: 614-432-5641 Fax: 614-432-6107 News Release RELEASE DATE: October 7, 1996 RELEASE TIME: Immediate Camco Financial/First Ashland Financial Complete Merger Camco Financial Corporation [Nasdaq: CAFI], a multiple bank holding company located in Cambridge, Ohio, and First Ashland Financial Corporation {Nasdaq: FSBS], parent of First Federal Bank for Savings of Ashland, Kentucky, today confirmed the completion of their announced merger effective on Friday, October 4, 1996. Pursuant to the agreement, First Ashland merged into Camco and First Federal Bank for Savings will continue as a stand-alone subsidiary of Camco. In addition, each share of First Ashland will be exchanged for $8.93736 in cash and .67492 fractional share of common stock of Camco. At June 30, 1996, Camco and First Ashland reported assets of $352.6 million and $87.4 million. respectively. On that same date, Camco's shareholders' equity was $29.3 million and First Ashland's shareholders' equity was $23.9 million. "Through its subsidiaries, Camco currently provides a broad array of financial services to 13 communities in Ohio and West Virginia," noted Camco's President Larry A. Caldwell. "Through First Federal Bank for Savings, we look forward to providing the full array of services in the Ashland, Summit & Russell, Kentucky areas," Caldwell concluded. -----END PRIVACY-ENHANCED MESSAGE-----