-----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, DDECCZWKz09V3K23NtpTlk/PRLkZmCDtkiJ5QQPQ/ZRnxDL0iQa26hJB+WWd12t7 IbdyZr7B6ZNNhAIjR1Cn1w== 0000950123-09-018590.txt : 20090629 0000950123-09-018590.hdr.sgml : 20090629 20090629155835 ACCESSION NUMBER: 0000950123-09-018590 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090629 DATE AS OF CHANGE: 20090629 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25196 FILM NUMBER: 09916284 BUSINESS ADDRESS: STREET 1: 6901 GLENN HIGHWAY CITY: CAMBRIDGE STATE: OH ZIP: 43725 BUSINESS PHONE: 7404325641 11-K 1 l36910ae11vk.htm FORM 11-K FORM 11-K
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 0-25196
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Camco Financial Corporation
6901 Glenn Highway
Cambridge, Ohio 43725
 
 

 


 

REQUIRED INFORMATION
     The following financial statements and supplemental schedules for Camco Financial and Subsidiaries Salary Savings Plan are being filed herewith:
         
Description        
Contents of Financial Statements
       
Report of Independent Auditors
       
Statements of Net Assets Available for Benefits
       
Statement of Changes in Net Assets Available for Benefits
       
Notes to Financial Statements
       
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
       
     The following exhibits are being filed herewith:
     
Exhibit No.   Description
 
   
23
  Consent of Independent Registered Public Accounting Firm

 


 

Camco Financial & Subsidiaries
Salary Savings Plan
 
Financial Report
December 31, 2008

 


 

Camco Financial & Subsidiaries Salary Savings Plan
 
         
    Contents
 
       
Report Letter
    1  
Statement of Net Assets Available for Benefits
    2  
Statement of Changes in Net Assets Available for Benefits
    3  
Notes to Financial Statements
    4-9  
Schedule of Assets Held at End of Year
  Schedule 1

 


 

Report of Independent Registered Public Accounting Firm
To the Plan Administrator
Camco Financial & Subsidiaries Salary Savings Plan
Cambridge, Ohio
We have audited the accompanying statement of net assets available for benefits of Camco Financial & Subsidiaries Salary Savings Plan as of December 31, 2008 and 2007 and the related statement of changes in net assets available for benefits for the year ended December 31, 2008. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2008 and 2007 and the changes in net assets available for benefits for the year ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedule of assets held at end of year as of December 31, 2008 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Plante & Moran, PLLC
Columbus, Ohio
June 17, 2009

1


 

Camco Financial & Subsidiaries Salary Savings Plan
 
Statement of Net Assets Available for Benefits
                 
    December 31     December 31  
    2008     2007  
 
               
Assets
               
Cash
  $ 39,269     $ 43,455  
 
               
Nonparticipant-directed investments — Employer securities
    42,889       211,697  
 
               
Participant-directed investments:
               
Money market fund
    254       67  
Common/Collective fund
    1,268,304       885,025  
Mutual funds
    5,860,192       9,193,503  
Employer securities
    539,566       2,510,813  
Participant loans
    181,517       161,819  
 
           
 
               
Total investments
    7,892,722       12,962,924  
 
           
 
               
Net Assets Available for Benefits at Fair Value
    7,931,991       13,006,379  
 
               
Adjustment from Fair Value to Contract Value for Interest in Common Collective Trust Funds Relating to Fully Benefit- responsive Investment Contracts
    69,302       6,938  
 
           
 
               
Net Assets Available for Benefits
  $ 8,001,293     $ 13,013,317  
 
           

2


 

Camco Financial & Subsidiaries Salary Savings Plan
 
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2008
         
Additions
       
Contributions:
       
Participant-directed — Employee elective
  $ 620,156  
Participant-directed — Employer matching
    329,522  
Participant-directed — Rollover
    37,678  
 
       
Interest and dividends — Participant-directed
    346,766  
 
       
Net appreciation (depreciation) in fair value of investments:
       
Nonparticipant-directed employer securities
    (160,911 )
Participant-directed mutual funds
    (2,482,426 )
Participant-directed common/collective funds
    74,115  
Participant-directed employer securities
    (1,690,940 )
 
     
 
       
Total additions — Net
    (2,926,040 )
 
       
Deductions
       
Benefit payments to participants:
       
Nonparticipant-directed
    7,897  
Participant-directed
    2,033,042  
 
       
Administrative expenses — Participant-directed
    45,045  
 
     
 
       
Total deductions
    2,085,984  
 
     
 
       
Net Decrease in Net Assets Available for Benefits
    (5,012,024 )
 
       
Net Assets Available for Benefits — Beginning of year
    13,013,317  
 
     
 
       
Net Assets Available for Benefits — End of year
  $ 8,001,293  
 
     

3


 

Camco Financial & Subsidiaries Salary Savings Plan
 
Notes to Financial Statements
December 31, 2008 and 2007
Note 1   — Description of the Plan
 
    The following description of the Camco Financial & Subsidiaries Salary Savings Plan (the “Plan”) is provided for general information only. Participants should refer to the plan document for a more complete description of the Plan’s provisions.
 
    General — The Plan is a defined contribution plan covering all employees of Camco Financial & Subsidiaries (the “Company”). Employees are eligible to participate in the Plan on their first day of employment with the Company. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
 
    Contributions — Each year, participants may contribute up to 92 percent of pretax annual compensation, subject to certain limitations. The Plan also allows any participant who has attained age 50 by the end of the plan year to make catch-up contributions in accordance with the Internal Revenue Code. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. The Company makes a matching contribution equal to 100 percent of 401(k) deferrals made up to the first 3 percent of base compensation and 50 percent of 401(k) deferrals from 3.01 percent to 5 percent of base compensation. The Company may make an additional employer discretionary contribution. Contributions are subject to certain Internal Revenue Code (IRC) limitations.
 
    Participant Accounts — Each participant’s account is credited with the participant’s own contribution and an allocation of the Company’s contributions, plan earnings, and expenses. Allocation of the Company’s contributions, plan earnings, and expenses is based upon participants’ compensation and account balances, respectively. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
 
    Forfeited Accounts — Forfeitures of terminated participants’ nonvested employer profit-sharing accounts are used to reduce employer contributions.
 
    Vesting — Participants are immediately vested in their own 401(k) contributions, employer matching contributions made after December 31, 1997, and any pension plan rollovers, plus actual earnings thereon. Vesting in the remainder of their account is based on years of credited service. A participant is 100 percent vested after six years of credited service.
 
    Payment of Benefits — Upon termination of service due to death, disability, retirement, or other reasons, a participant may elect to receive payment of their vested benefits as a lump-sum payment.

4


 

Camco Financial & Subsidiaries Salary Savings Plan
 
Notes to Financial Statements
December 31, 2008 and 2007
Note 1   — Description of the Plan (Continued)
 
    Participant Loans — The Plan allows participants to borrow money from the Plan, in amounts not to exceed one-half of the participant’s vested account balance. Participants cannot have more than one loan from the Plan at any time and initial loans must be for at least $1,000, with a maximum of $50,000, as determined by the IRS.
 
    Party-in-interest Transactions — The Plan invests in employer stock as well as certain investment funds managed by the Custodian or its affiliates. Charles Schwab Trust Company is the Custodian of the Plan and, therefore, these transactions qualify as party-in-interest transactions as defined under ERISA guidelines.
 
    Termination — Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA and its related regulations. In the event of plan termination, participants will become 100 percent vested in their accounts.
 
Note 2   — Summary of Accounting Policies
 
    Investment Valuation — The Plan’s investments are stated at fair value, except for its benefit-responsive stable value common/collective trust fund investment, which is valued at contract value. Contract value represents investments at cost plus accrued interest income less amounts withdrawn to pay benefits. The fair value of the common/collective trust fund is based on discounting the related cash flows of the underlying guaranteed investment contracts based on current yields of similar instruments with comparable durations. The interest-bearing cash and participant loans are valued at their outstanding balances, which approximate fair value. All other investments are valued based on quoted market prices.
 
    Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
 
    Administrative Expenses — Various administrative expenses are paid by the Company on behalf of the Plan.
 
    Benefit Payments — Benefits are recorded when paid.

5


 

Camco Financial & Subsidiaries Salary Savings Plan
 
Notes to Financial Statements
December 31, 2008 and 2007
Note 2   — Summary of Accounting Policies (Continued)
 
    Risk and Uncertainties — The Plan provides for various investment options including any combination of mutual funds, Camco Financial Corporation common stock, common/collective funds, and other investment securities. The underlying investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statement of net assets available for benefits and participants’ individual account balances.
 
    Concentration of Credit Risk — At December 31, 2008 and 2007, approximately 7 percent and 27 percent of the Plan’s assets, respectively, were invested in Camco Financial Corporation common stock.
 
    Basis of Accounting — The Financial Accounting Standards Board Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans, requires the statement of net assets available for benefits to present the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The related activity is presented at contract value in the statement of changes in net assets available for benefits.
 
Note 3   — Tax Status
 
    The plan document has been restated for recent law changes. The plan sponsor adopted the restated version of a non-standardized prototype plan document. The Internal Revenue Service has determined and informed the prototype plan sponsor, by a letter dated June 5, 2002, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has not individually sought its own determination letter.
 
    The plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

6


 

Camco Financial & Subsidiaries Salary Savings Plan
 
Notes to Financial Statements
December 31, 2008 and 2007
Note 4   — Significant Investments at Fair Value
 
    Significant investments at fair value at December 31, 2008 and 2007 are listed as follows:
                 
    2008   2007
 
               
Investments at fair value:
               
Camco Financial Corporation common stock
  $ 539,566     $ 2,510,813  
Camco Financial Corporation common stock*
    42,889       211,697  
Growth Fund of America R5
    901,744       1,631,189  
Metropolitan West Total Return Bond Fund
    879,833       879,439  
American Beacon Largecap Value Fund
    724,996       1,316,042  
Vanguard Short-term Investment Grade Fund
    723,650       758,026  
Europacific Growth Fund R5
    694,805       1,349,808  
Vanguard 500 Index Signal Fund
    678,653       1,199,775  
Artisan Midcap Value Fund
    475,817       776,134  
Columbia Acorn Fund Class 2
    400,275       785,594  
Schwab Markettrack Balanced Fund
          466,498  
 
               
Investment at contract value — Union Bond & Trust Co. Stable Value Fund
    1,337,606       891,963  
 
*   Nonparticipant-directed investment

7


 

Camco Financial & Subsidiaries Salary Savings Plan
 
Notes to Financial Statements
December 31, 2008 and 2007
Note 5   — Fair Value
 
    As of January 1, 2008, the Plan adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157). SFAS 157 clarifies the definition of fair value, establishes a framework for measuring fair value, and expands the disclosures for fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS 157 are effective prospectively for periods beginning January 1, 2008 for financial assets. The implementation of the provisions of SFAS 157 for financial assets as of January 1, 2008 did not have a material impact on the Plan’s financial statements.
 
    SFAS 157 provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Plan has the ability to access. Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. In instances where inputs used to measure fair value fall into different levels of the fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Plan’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.
 
    The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

8


 

Camco Financial & Subsidiaries Salary Savings Plan
 
Notes to Financial Statements
December 31, 2008 and 2007
Note 5   — Fair Value (Continued)
     Assets Measured at Fair Value on a Recurring Basis at December 31, 2008
                                 
    Quoted Prices in                    
    Active Markets for     Significant Other     Significant     Balance at  
    Identical     Observable Inputs     Unobservable Inputs     December  
    Assets (Level 1)     (Level 2)     (Level 3)     31, 2008  
 
                               
Common stock — Camco Financial Corp.
  $ 582,455     $     $     $ 582,455  
Money market fund
    254                   254  
Mutual funds
    5,860,192                       5,860,192  
Common collective trust fund
          1,268,304             1,268,304  
Participant loans
                181,517       181,517  
 
                       
 
                               
Total
  $ 6,442,901     $ 1,268,304     $ 181,517     $ 7,892,722  
 
                       
    The following table sets forth a summary of changes in the fair value of the Plan’s Level 3 investments for the year ended December 31, 2008:
         
    Participant
Loans
 
 
       
Balance at December 31, 2007
  $ 161,819  
 
       
Purchases, sales, issuances, and settlements — Net
    19,698  
 
     
 
       
Balance at December 31, 2008
  $ 181,517  
 
     

9


 

Camco Financial & Subsidiaries Salary Savings Plan
 
Schedule of Assets Held at End of Year
Form 5500, Schedule H, Item 4i
EIN 51-0110823, Plan 002
December 31, 2008
                         
    Description of Investment,              
(a)(b)   Including Maturity Date,              
Identity of Issuer, Borrower,   Rate of Interest, Collateral,     (d)     (e)  
Lessor, or Similar Party   Par, or Maturity Value     Cost     Current Value  
 
                       
Nonparticipant-directed Investments
                       
 
                       
** Camco Financial Corporation
  Common stock, 13,487 shares   $ 164,558     $ 42,889  
 
                       
Participant-directed Investments
                       
 
                       
** Camco Financial Corporation
  Common stock, 169,675 shares     *       539,566  
 
                       
Charles Schwab Trust Company
  Common/collective fund — Union Bond & Trust Co. Stable Value Fund     *       1,268,304  
 
                       
Charles Schwab Trust Company
  Money market fund — Schwab Government Money Fund     *       254  
 
                       
Charles Schwab Trust Company
  Mutual fund — American Beacon Largecap Value Fund     *       724,996  
 
                       
Charles Schwab Trust Company
  Mutual fund — Artisan Midcap Value Fund     *       475,817  
 
                       
Charles Schwab Trust Company
  Mutual fund — Columbia Acorn Fund Class 2     *       400,275  
 
                       
Charles Schwab Trust Company
  Mutual fund — Europacific Growth Fund R5     *       694,805  
 
                       
Charles Schwab Trust Company
  Mutual fund — Growth Fund of America R5     *       901,744  
 
                       
Charles Schwab Trust Company
  Mutual fund — Metropolitan West Total Return Bond Fund     *       879,833  
 
                       
Charles Schwab Trust Company
  Mutual fund — Schwab Markettrack Balanced Fund     *       338,994  
 
                       
Charles Schwab Trust Company
  Mutual fund — Vanguard Short-term Investment Grade Fund     *       723,650  
 
                       
Charles Schwab Trust Company
  Mutual fund — Vanguard 500 Index Signal Fund     *       678,653  
Schedule 1

Page 1


 

Camco Financial & Subsidiaries Salary Savings Plan
 
Schedule of Assets Held at End of Year
Form 5500, Schedule H, Item 4i
EIN 51-0110823, Plan 002
December 31, 2008
                         
    Description of Investment,              
(a)(b)   Including Maturity Date,              
Identity of Issuer, Borrower,   Rate of Interest, Collateral,     (d)     (e)  
Lessor, or Similar Party   Par, or Maturity Value     Cost     Current Value  
Charles Schwab Trust Company
  Mutual Fund — Alger Small Cap Growth Fund     *       19,870  
 
                       
Charles Schwab Trust Company
  Mutual Fund — Northern Small Cap Value Fund     *       21,555  
 
                       
** Plan participants
  Participant loans bearing interest at                
 
  3.25% to 9.25%           181,517  
 
                     
 
                       
Total investments
                  $ 7,892,722  
 
                     
 
*   Cost information not required
 
**   Denotes party-in-interest
Schedule 1

Page 2


 

SIGNATURES
     The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  CAMCO FINANCIAL AND SUBSIDIARIES
SALARY SAVINGS PLAN
 
 
  By   its Administrator: Camco Financial Corporation    
     
Date: June 29, 2009  By:   /s/ James E. Huston    
    James E. Huston Chief Executive Officer    
       
 


 

CAMCO FINANCIAL AND SUBSIDIARIES
SALARY SAVINGS PLAN
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2008
INDEX TO EXHIBITS
     
Exhibit No.   Description
 
23
  Consent of Independent Registered Public Accounting Firm

EX-23 2 l36910aexv23.htm EX-23 EX-23
Exhibit 23
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statement (No. 33-88072) on Form S-8 of our report dated June 17, 2009 appearing in the annual report on Form 11-K of Camco Financial & Subsidiaries Salary Savings Plan as of December 31, 2008 and 2007 and for the year ended December 31, 2008.
         
     
  /s/ Plante & Moran, PLLC    
Columbus, Ohio
June 26, 2009

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