-----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, GnA3MZEpwcgr885nYf6bfCHrOLQLnClNx+FgdRJO3X7TtXaPqkOHQTbzyz4RXFPj m4BKvfsLaQjUjOGTqhc2uQ== 0000896463-97-000011.txt : 19970225 0000896463-97-000011.hdr.sgml : 19970225 ACCESSION NUMBER: 0000896463-97-000011 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961004 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970206 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25196 FILM NUMBER: 97518946 BUSINESS ADDRESS: STREET 1: 814 WHEELING AVENUE CITY: CAMBRIDGE STATE: OH ZIP: 43725 BUSINESS PHONE: 6144325641 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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. No.) of incorporation) 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 canceled 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. The aggregate Per Share Merger Consideration paid by Camco is $13,170,801.36 in cash (including payments for fractional shares created) and 987,245 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 First Ashland Financial Corporation are incorporated by reference from previous filings with the Securities and Exchange Commission as follows: * Consolidated statements of financial condition as of September 30, 1995 and 1994, and the related consolidated statements of operations, changes in stockholders' equity and cash flows for each of the three years in the period ended September 30, 1995 along with related notes and the Independent Auditors Report are incorporated by reference from the pre-effective amendment on Form S-4/A filed by Camco with the Securities and Exchange Commission on August 1, 1996, at pages F-51 to F-69. * Consolidated statements of financial condition and of changes in stockholders' equity as of June 30, 1996 and the related consolidated statements of operations and of cash flows for the nine months ended June 30, 1996 and 1995, along with related notes are incorporated by reference from the Form 10-QSB filed by First Ashland with the Securities and Exchange Commission on August 14, 1996, at pages 3 to 15. (b) Pro forma financial information for the Merger at, and for the nine months ended, September 30, 1996, and for the year ended December 31, 1995 is included in Exhibit 99.2. (c) Exhibits - News release of Camco dated October 7, 1996 is included in Exhibit 99.1. -2- INDEX TO EXHIBITS Exhibit Number Description - -------------- ----------- 99.1 News Release of Camco Financial Corporation dated March 26, 1996 99.2 Pro forma financial information at, and for the nine months ended, September 30, 1996, and for the year ended December 31, 1995. -3- 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: February 5, 1997 -4- EX-99.1 2 Exhibit 99.1 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. -5- EX-99.2 3 Exhibit 99.2 Description of the Transaction On October 4, 1996, Camco Financial Corporation consummated the acquisition of First Ashland Financial Corporation. The acquisition was effected via the issuance of shares of common stock and cash representing an aggregate fair value of $29.1 million for the transaction. The acquisition was accounted for using the purchase method of accounting. Accordingly, the assets and liabilities have been recorded at market value with the excess of the fair value of assets received over liabilities assumed allocated to goodwill. CAMCO FINANCIAL CORPORATION PRO FORMA UNAUDITED CONDENSED COMBINED CONSOLIDATED STATEMENT OF EARNINGS For the nine months ended September 30, 1996 CAMCO FIRST ACQUISITION PRO FORMA FOOTNOTE FINANCIAL ASHLAND ADJUSTMENTS COMBINED REFERENCES --------- ------- ----------- --------- ---------- DR. (CR.) (Dollars in thousands) Total interest income $ 20,371 $ 4,762 $ 31 $ 24,882 (1) 220 (2) Total interest expense 221 (3) 11,106 2,397 (150) 13,574 (4) -------- ------- ------ -------- Net interest income 9,265 2,365 322 11,308 Provision for losses on loans 69 50 - 119 -------- ------- ------ -------- Net interest income after provision for losses on loans 9,196 2,315 322 11,189 Other income 2,677 153 2,830 General, administrative and other expense Employee compensation 3,391 952 (405) 3,938 (5) Federal deposit insurance premiums 2,306 575 - 2,881 Amortization of goodwill - - 114 114 (6) Other 3,479 506 - 3,985 -------- ------- ------ -------- Total general, administrative and other expense 9,176 2,033 (291) 10,918 -------- ------- ------ -------- Earnings before federal income taxes 2,697 435 31 3,101 Federal income taxes 917 148 10 1,055 (7) -------- ------- ------ -------- NET EARNINGS $ 1,780 $ 287 $ 21 $ 2,046 ======== ======= ====== ======== EARNINGS PER SHARE (8) $0.86 $0.29 $0.58 ======== ======= ========
(1) Amortization of premiums on loans, investments and mortgage-backed securities. (2) Loss of interest income on investments of $5.9 million at 5.00%. This amount represents the foregone revenue on investments which were redeemed to fund the cash purchase price. (3) Interest expense on borrowings to fund remainder of cash purchase price of $5.5 million at 5.38% for nine months. (4) Premium on deposits over a nine month period (.50% x $399,055 x .75 = $149,646). (5) Reduction of employee benefit plan expense related to termination of ESOP, RRP and pension plan. (6) Amortization of resultant goodwill over a 25 year estimated useful life. (7) Tax effects on entries 1 - 7 at 34%. (8) Camco Financial historic earnings per share is based on 2,075,641 shares outstanding. First Ashland earnings per share is based on 987,434 pro forma equivalent shares outstanding. Pro forma combined condensed consolidated earnings per share is based on 3,063,075 weighted average shares outstanding. On a pro forma basis giving effect to the BIF/SAIF assessment and the reduction of deposit premiums pro forma net earnings would be $3.863 million, or $1.26 per share. CAMCO FINANCIAL CORPORATION PRO FORMA UNAUDITED CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS At September 30, 1996 CAMCO FIRST ACQUISITION PRO FORMA FOOTNOTE FINANCIAL ASHLAND ADJUSTMENTS COMBINED REFERENCES DR. (CR.) --------- ------- ----------- --------- ---------- (DOLLARS IN THOUSANDS) Cash and cash equivalents $ 10,998 9,329 $ (5,864) $ 14,463 (1) Investment securities, net 2,860 5,826 31 8,717 (2) Mortgage-backed securities, net 22,963 6,661 41 29,665 (2) Loans receivable, net 319,103 63,403 765 383,271 (2) Goodwill, net - - 3,790 3,790 (8) Office premises and equipment, net 4,693 1,340 792 6,825 (3) Other assets 17,461 1,972 (418) 19,685 (4) 670 (7) -------- ------- --------- -------- Total assets $378,078 $88,531 $ (193) $466,416 ======== ======= ========= ======== Deposits $293,373 $62,204 (399) $355,976 (5) Advances from FHLB 48,801 1,490 (5,497) 55,788 (6) Other liabilities 7,231 1,000 - 8,231 -------- ------- --------- -------- Total liabilities 349,405 64,694 (5,896) 419,995 Stockholders' equity Common stock and additional paid in capital (Assumes 3,063,075 9,511 14,415 14,415 27,259 shares issued and outstanding) (17,748) Employee benefit plans - (1,507) (1,507) - Retained earnings, net 19,162 10,929 10,929 19,162 -------- ------- --------- -------- Total stockholders' equity 28,673 23,837 6,089 46,421 -------- ------- --------- -------- Total liabilities and stockholders' equity $378,078 $88,531 $ 193 $466,416 ======== ======= ========= ========
(1) Utilization of First Ashland's existing cash to fund purchase price. (2) Fair value of investments, mortgage-backed securities and loans at September 30, 1996. (3) Adjustment to reflect office premises and equipment at fair value on September 30, 1996. (4) After-tax entry related to pro forma adjustments 1,2,3 and 5. (5) Fair value adjustment to reflect deposits at fair value at September 30, 1996. (6) Borrowings from FHLB advances ($5,500) less adjustment to reflect FHLB advances at fair value at September 30, 1996 ($3). (7) Tax benefits of ESOP and RRP liabilities. (8) Goodwill arising from acquisition. CAMCO FINANCIAL CORPORATION PRO FORMA UNAUDITED CONDENSED COMBINED CONSOLIDATED STATEMENT OF EARNINGS For the year ended December 31, 1995 CAMCO FIRST ACQUISITION PRO FORMA FOOTNOTE FINANCIAL ASHLAND ADJUSTMENTS COMBINED REFERENCES --------- ------- ----------- --------- ---------- DR. (CR.) (Dollars in thousands) Total interest income $25,440 $ 6,079 $ 41 $ 31,185 (1) 293 (2) Total interest expense 14,257 3,337 294 17,688 (3) (200) (4) ------- ------- ----- -------- Net interest income 11,183 2,742 428 13,497 Provision for losses (recoveries) on loans 143 (2) - 141 ------- ------- ----- -------- Net interest income after provision for losses on loans 11,040 2,744 428 13,356 Other income 3,293 82 - 3,375 152 (5) General, administrative and other expense 8,775 1,759 (489) 10,197 (6) ------- ------- ----- -------- Earnings before federal income taxes 5,558 1,067 91 6,534 Federal income taxes 1,910 322 (10) 2,222 (7) ------- ------- ----- -------- NET EARNINGS $ 3,648 $ 745 $ 81 $ 4,312 (8) ======= ======= ===== ======== EARNINGS PER SHARE $1.76 $0.75 $1.41 ======= ======= ========
(1) Amortization of premiums on loans, investments and mortgage-backed securities. (2) Loss of interest income on investments of $5.9 million at 5.00%. This amount represents the foregone revenue on investments which were redeemed to fund the cash purchase price. (3) Interest expense on borrowings to fund remainder of cash purchase price of $5.5 million at 5.38% for the year. (4) Premium on deposits over the year (.50% x $399,055). (5) Amortization of resultant goodwill over a 25 year estimated useful life. (6) Reduction of employee benefit plan expense related to termination of ESOP, RRP and pension plan. (7) Tax effects on entries 1 - 6 at 34%. (8) Camco Financial historic earnings per share is based on 2,075,641 shares outstanding. First Ashland earnings per share is based on 987,434 pro forma equivalent shares outstanding. Pro forma combined condensed consolidated earnings per share is based on 3,063,075 weighted average shares outstanding. -----END PRIVACY-ENHANCED MESSAGE-----