-----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, IgCCOFmpzseEckSRpDuH3F32ydEIq+Jz8boCo0bJf+G+3V/9RH3vLO9jS7wtb3nw UlneeveFC1N8wS0pYDunug== 0000950152-04-006603.txt : 20040901 0000950152-04-006603.hdr.sgml : 20040901 20040901165729 ACCESSION NUMBER: 0000950152-04-006603 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040820 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040901 DATE AS OF CHANGE: 20040901 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: 041011605 BUSINESS ADDRESS: STREET 1: 6901 GLENN HIGHWAY CITY: CAMBRIDGE STATE: OH ZIP: 43725 BUSINESS PHONE: 7404325641 8-K 1 l09428ae8vk.txt CAMCO FINANCIAL CORPORATION UNITED STATES 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): August 20, 2004 --------------- 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) 6901 Glenn Highway, Cambridge, Ohio 43725 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (740) 435-2020 --------------------------- Not Applicable ---------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 1 SECTION 2 - FINANCIAL INFORMATION Item 2.01. Completion of Acquisition or Disposition of Assets. - --------- --------------------------------------------------- Camco Financial Corporation, a Delaware Corporation, ("Camco"), completed the acquisition of London Financial Corporation, an Ohio Corporation ("London"), on August 20, 2004 pursuant to the terms and conditions of the Agreement and Plan of Merger dated March 26, 2004, as amended on May 17, 2004 (the "Agreement"), by and among Camco, Advantage Bank, an Ohio savings bank ("Advantage"), London, and The Citizens Bank of London, an Ohio bank ("Citizens"). The acquisition was completed through a two-step process. First, London merged with and into Camco, immediately followed by the merger of Advantage with and into Citizens. As a result of these mergers, Camco acquired all of the equipment and other physical property of London and Citizens, all of which was used in Citizens' banking business. Camco intends to use the assets acquired in the manner utilized by London and Citizens prior to the acquisition. The following is a 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 London (other than shares held by London (including treasury shares) or Camco or any of their respective wholly-owned subsidiaries) were canceled and extinguished on August 20, 2004 in exchange for the right to receive, at the election of each London shareholder: (a) $26.50 in cash, (b) 1.56342 shares of common stock of Camco, or (c) a combination of cash and Camco stock (the "Merger Consideration"). Elections made by London shareholders may be pro rated so that the aggregate cash consideration to be received by London shareholders equals $26.50 multiplied by 50% of the total number of London shares outstanding on August 20, 2004. Camco is using existing cash to fund the cash portion of the Merger Consideration. On August 20, 2004, there were approximately 356,037 shares of London issued and outstanding and 52,900 shares of London subject to outstanding options. On August 20, 2004, each outstanding option to acquire London shares was cancelled and extinguished and converted into the right to receive a cash payment from Camco equal to $16.50 multiplied by the number of vested and unexercised shares subject to such option. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS Item 9.01 Financial Statements and Exhibits. - ---------------------------------------------------- (a) Financial statements 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 "SEC"). 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 SEC. (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 and Chief Executive Officer Date: September 1, 2004 4 INDEX TO EXHIBITS -----------------
Exhibit Number Description ------- ----------- 2 Agreement and Plan of Merger, dated March 26, Incorporated by reference to the Form S-4 2004, as amended on May 17, 2004, by and among Registration Statement filed by Camco with the Camco, Advantage, London and Citizens. SEC on June 8, 2004, Exhibit 2. 99 Press Release of Camco Financial Corporation Included herewith. dated August 20, 2004.
5 EX-99 2 l09428aexv99.txt EX-99 EXHIBIT 99 PRESS RELEASE Source: Camco Financial Corporation CAMCO FINANCIAL CORPORATION COMPLETES ACQUISITION OF LONDON FINANCIAL CORPORATION AND CHANGES ITS BANK CHARTER Friday August 20, 4:49 pm ET CAMBRIDGE, Ohio--(BUSINESS WIRE)--Aug. 20, 2004--(Nasdaq:CAFI - News) - Camco Financial Corporation, ("Camco") located in Cambridge, Ohio, announced the completion today of its previously announced acquisition of London Financial Corporation ("London"). London's operating subsidiary, The Citizens Bank of London, with one office in Madison County, Ohio, was merged with Camco's principal operating subsidiary, AdvantageBank. Simultaneously with the merger, Camco will become a financial holding company and AdvantageBank will become a state-chartered commercial bank. London shareholders will receive either $26.50 in cash, 1.56342 shares of Camco, or a combination of cash and Camco shares, in exchange for each outstanding share of London. As a result of the acquisition, Camco will have approximately 7.6 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. AdvantageBank will provide customers with more convenience from our "Advantage Banking" brand of products as we enhance our existing central Ohio presence." Baylor continued, "We are confident that the London community will respond favorably to the dynamic combination of Advantage Bank's operational support and Citizens Bank's community ties. Most importantly, quality customer service and local decision making will continue to be made by managers in Central Ohio. Camco expects that this acquisition will likely be accretive to Camco's earnings in the first year. We would also emphasize the strategic importance of adopting a state commercial banking charter that reduces regulatory barriers to our balance sheet initiatives related to consumer and commercial lending." London's President John J. Bodle commented, "I am very pleased to have our bank join the AdvantageBank family. This merger will enhance services, add a broader range of products and new technology to our customers." Camco Financial Corporation is a multi-state financial holding company headquartered in Cambridge, Ohio with assets of $1.13 billion. Advantage Bank and its affiliates offer community banking, mortgage banking, internet banking and title services from 32 offices in 23 communities in Ohio, Kentucky and West Virginia. Additional information about Camco Financial may be found on Camco's web site: www.advantagebank.com. The words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties including changes in economic conditions in the Company's market area, changes in policies by regulatory agencies, fluctuations in interest rates, demands for loans in the Company's market area and competition, that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. - ---------- Contact: Camco Financial Corporation, Cambridge Richard C. Baylor, 740-435-2040 Mark A. Severson, 740-435-2055 www.camcofinancial.com 6 -----END PRIVACY-ENHANCED MESSAGE-----