-----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, GyGM8q5PCj8UL30zqpUS0R65SNMNI9XEiYQUBCLwp7j6vbPkfvEnKlGlbFsYiT3s 7/Ss+HEXrC5XZxFBdwdmTg== 0000950152-01-506135.txt : 20020412 0000950152-01-506135.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950152-01-506135 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011115 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011130 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: 1803538 BUSINESS ADDRESS: STREET 1: 6901 GLENN HIGHWAY CITY: CAMBRIDGE STATE: OH ZIP: 43725 BUSINESS PHONE: 7404325641 8-K 1 l91579ae8-k.txt CAMCO FINANCIAL CORPORATION FORM 8-K 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): NOVEMBER 15, 2001 ----------------- CAMCO FINANCIAL CORPORATION ------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 0-25196 51-0110823 ------------ ---------- ------------ (State or other jurisdiction of (Commission File No.) (IRS Employer I.D. No.) incorporation) 6901 Glenn Highway, Cambridge, Ohio 43725 ----------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (740) 435-2020 --------------------- ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Camco Financial Corporation, a Delaware Corporation, ("Camco"), completed the acquisition of Columbia Financial of Kentucky, Inc., an Ohio Corporation ("CFKY"), on November 15, 2001 pursuant to the terms and conditions of the Agreement of Merger and Plan of Reorganization dated June 4, 2001 (the "Agreement"), by and among Camco, Camco Acquisition Corp., an Ohio corporation ("Merger Sub"), Advantage Bank, a savings bank organized under the laws of the State of Ohio ("Advantage"), CFKY, and Columbia Federal Savings Bank, a federal savings bank organized under the laws of the United States of America (the "Bank"). The acquisition was completed through a three-step process. First, Merger Sub merged with and into CFKY, immediately followed by the merger of CFKY with and into Camco. Finally, the Bank merged with and into Advantage. As a result of these mergers, Camco acquired all of the equipment and other physical property of CFKY and the Bank, all of which was used in the Bank's banking business. Camco intends to use the assets acquired in the manner utilized by CFKY and the Bank prior to the acquisition. The following summary of some of the material terms and conditions of the Agreement. In accordance with the terms and subject to the conditions of the Agreement, each of the outstanding shares of CFKY (other than (i) shares as to which dissenters' rights have been asserted in accordance with Ohio law and (ii) any shares held by CFKY (including treasury shares) or Camco or any of their respective wholly-owned subsidiaries) were canceled and extinguished on November 15, 2001 in exchange for .3681 share of Camco stock and $6.90 in cash (the "Per Share Merger Consideration"). The cash portion of the Per Share Merger Consideration is being funded by a loan from Firstar Bank, N.A. in the amount of $20,000,000. On November 15, 2001, there were approximately 2,618,750 shares of CFKY issued and outstanding and 252,600 shares of CFKY subject to outstanding options (the "CFKY Options"). On November 15, 2001, the CFKY Options were converted into the right to receive a cash payment from Camco equal to the difference between the value of the Per Share Merger Consideration and the exercise price per share of the option then exercisable. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statement of Business Acquired. The financial statements of the business acquired are not being filed with this Report. Such financial statements, if required, will be filed within 60 days after the date this Report is filed with the Securities and Exchange Commission (the "Commission"). -2- (b) Pro Forma Financial Information. The pro forma financial information is not being filed with this Report. Such financial statements, if required, will be filed within 60 days after the date this Report is filed with the Commission. (c) Exhibits. See Index to Exhibits. -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: /s/ Richard C. Baylor ------------------------------------- Richard C. Baylor, President Date: November 26, 2001 -4- INDEX TO EXHIBITS -----------------
Exhibit Number Description ------ ----------- 2 Agreement of Merger and Plan of Incorporated by reference to the Form Reorganization, dated June 4, 2001, by S-4 Registration Statement filed by and among Camco, Camco Acquisition Camco with the SEC on July 25, 2001, Corp., Advantage Bank, Columbia Exhibit 2. Financial of Kentucky and Columbia Federal Savings Bank. 99 News Release of Camco Financial Corporation dated November 16, 2001.
-5- EX-99 3 l91579aex99.txt EXHIBIT 99 EXHIBIT 99 NEWS RELEASE ------------------------------------ Contacts: --------- Camco Financial Corporation Cambridge, Ohio Richard C. Baylor - 740-435-2020 Columbia Financial of Kentucky, Inc. Ft. Mitchell, Ky. Stephen C. Daniels - 859-331-2419 ------------------------------------ Release Date: November 16, 2001 ----------------- Release Time: 4:30 PM ------- Camco Completes Acquisition of Columbia Financial of Kentucky, Inc. [CAMBRIDGE, OHIO - (BUSINESS WIRE) - NOVEMBER 16, 2001] Camco Financial Corporation (Nasdaq National Market "CAFI"), a savings and loan holding company located in Cambridge, Ohio, announced the completion yesterday of its previously announced acquisition of Columbia Financial of Kentucky, Inc.("CFKY"). CFKY's operating subsidiary, Columbia Federal Savings Bank, with 5 offices in Northern Kentucky, will operate as Columbia Savings Bank, a Division of Advantage Bank. CFKY shareholders will receive $6.90 in cash and .3681 Camco share for each CFKY share outstanding. As a result of the acquisition, Camco will have approximately 8 million publicly traded shares of common stock. Richard C. Baylor, President & CEO of Camco, commented, "We are excited to complete this addition to our community bank group. Columbia Savings Bank will provide more customer convenience from our "Advantage Banking" brand of products." Baylor continued, "We are confident that the market will respond favorably to the dynamic combination of Camco's operational support and Columbia's community ties that will be maintained through the continuation of Columbia Savings Bank's community banking efforts. Camco expects that this acquisition should be accretive to Camco's earnings in the first year." -6- Columbia's President Robert V. Lynch commented, "I am very pleased to have our bank join the Advantage Bank family of community banks. This merger will enhance services, add a broad range of products, and bring new technology to Columbia's customers." This brings Advantage Bank's greater Cincinnati and Northern Kentucky asset base to over $250 million and increases the area offices from 3 to 8. Camco now provides its financial services of community banking, mortgage banking and title services through 35 offices in 26 communities in Ohio, Kentucky and West Virginia. At September 30, 2001, Camco had assets of $1.0 billion and stockholders' equity of $83.6 million, and on a consolidated basis, the Columbia acquisition increases Camco's assets to approximately $1.1 billion and stockholders equity to approximately $96.0 million. -7- -----END PRIVACY-ENHANCED MESSAGE-----