-----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, JfQgc3CH6eqwVIWBpXOFGHqQwgKY1vLEX79vo+aPDI8cWttU+mOYkDvNZxJa7cUm GBggp3hHfWmuMbNiGY1zFA== 0000950152-04-006849.txt : 20040913 0000950152-04-006849.hdr.sgml : 20040913 20040913144009 ACCESSION NUMBER: 0000950152-04-006849 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040910 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040913 DATE AS OF CHANGE: 20040913 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: 041027309 BUSINESS ADDRESS: STREET 1: 6901 GLENN HIGHWAY CITY: CAMBRIDGE STATE: OH ZIP: 43725 BUSINESS PHONE: 7404325641 8-K 1 l09564ae8vk.txt CAMCO FINANCIAL CORP. 8-K 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): September 10, 2004 ------------------ CAMCO FINANCIAL CORPORATION ------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 0-25196 51-0110823 ------------ ---------- ------------ (State or other (Commission File No.) (IRS Employer I.D. No.) jurisdiction 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)) SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS Item 1.01. Entry into a Material Definitive Agreement. - --------- ------------------------------------------- On September 10, 2004, Advantage Bank ("Advantage"), an Ohio commercial bank and wholly-owned subsidiary of Camco Financial Corporation, entered into a Purchase and Assumption Agreement (the "Agreement") with Peoples Bank, National Association, a national bank located in Marietta, Ohio ("Peoples"). The Agreement provides for the sale to Peoples of certain deposit liabilites and loans associated with the Ashland and Summit, Kentucky branches of Advantage. A press release was issued announcing the execution of the Agreement and is attached hereto as Exhibit 99. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS Item 9.01 Financial Statements and Exhibits. - --------- ---------------------------------- (c) Exhibits. 99 Press Release of Camco Financial Corporation dated September 10, 2004. 2 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 13, 2004 3 INDEX TO EXHIBITS Exhibit Number Description 99 Press Release of Camco Financial Corporation dated September 10, 2004. Included herewith. 4 EX-99 2 l09564aexv99.txt EXHIBIT 99 EXHIBIT 99 NEWS RELEASE RELEASE DATE: SEPTEMBER 10, 2004 RELEASE TIME: 4:30 P.M. ADVANTAGE BANK TO SELL ASHLAND, KENTUCKY BRANCHES CAMBRIDGE, OHIO (NASDAQ: CAFI) - Camco Financial Corporation ("Camco") announced today that its wholly-owned subsidiary, Advantage Bank, has entered into an agreement to sell its Ashland, Kentucky and Summit, Kentucky branches to Peoples Bank, National Association of Marietta, Ohio. The announced transaction will involve the sale of approximately $65 million in deposits, an agreed upon amount of associated loans in the Ashland market, as well as the Ashland & Summit, Kentucky facilities. The transaction is expected to close in the fourth quarter of 2004. Richard C. Baylor, President of Advantage Bank commented, "This transaction was based on our decision to re-direct resources and management attention to other markets that will drive the execution of our long term strategic plan. Our branch strategy involves narrowing our geographic footprint, building a more efficient branch network and improving long term shareholder value. 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. -----END PRIVACY-ENHANCED MESSAGE-----