-----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, MsWqsI5KI6peQkdz20BKXbZHAOhChMEfKnl1Lglw+EEjIEK+Ri57/4thtZkb9Cr0 ubgnPnzuxVMS8vTObUZPMw== 0000950152-05-005576.txt : 20050629 0000950152-05-005576.hdr.sgml : 20050629 20050629150133 ACCESSION NUMBER: 0000950152-05-005576 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050629 DATE AS OF CHANGE: 20050629 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: 05924239 BUSINESS ADDRESS: STREET 1: 6901 GLENN HIGHWAY CITY: CAMBRIDGE STATE: OH ZIP: 43725 BUSINESS PHONE: 7404325641 11-K 1 l14729ae11vk.txt CAMCO FINANCIAL & SUBSIDARIES SALARY SAVINGS PLAN SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission file number 000-16614 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 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 - ---------- ----------- 23.1 Consent of Independent Registered Public Accounting Firm 23.2 Consent of Independent Registered Public Accounting Firm
CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS PLAN FINANCIAL REPORT DECEMBER 31, 2004 AND 2003 CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS PLAN CONTENTS Report Letters 1 Statement of Net Assets Available for Benefits 2 Statement of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4-7 Schedule of Assets Held at Year End 8-9
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, 2004 and the related statement of changes in net assets available for benefits for the year then ended. 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 audit. The financial statements of Camco Financial & Subsidiaries Salary Savings Plan as of December 31, 2004, were audited by other auditors whose report dated May 6, 2004, expressed an unqualified opinion on those statements. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the 2004 financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2004 and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Our audit was 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 is presented for the purpose of additional analysis and is not a required part of the basic 2004 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 audit 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/ David L. Scheffler Plante & Moran, PLLC Columbus, Ohio June 10, 2005 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Trustees Camco Financial & Subsidiaries Salary Savings Plan Cambridge, Ohio We have audited the accompanying statement of net assets available for benefits of the Camco Financial & Subsidiaries Salary Savings Plan (the Plan) as of December 31, 2003 and the related statement of changes in net assets available for benefits for the year then ended. 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 audit. We conducted our audit 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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, 2003 and the changes in net assets available for benefits for the year then ended in conformity with U.S. generally accepted accounting principles. /s/ Crowe Chizek and Company LLC Crowe Chizek and Company LLC Columbus, Ohio May 6, 2004 CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31 ------------------------------------- 2004 2003 ----------------- ----------------- ASSETS Non-participant directed investments Employer securities $ 481,869 $ 544,364 Participant loans 5,663 7,122 Participant directed investments Common/collective funds 781,913 733,384 Mutual funds 6,961,128 5,813,563 Employer securities 3,919,079 4,380,839 Participant loans 96,087 104,307 ----------------- ----------------- Total investments 12,245,739 11,583,579 Contributions receivable Employee contribution 23,164 20,976 Employer matching contribution 11,356 10,957 ----------------- ----------------- Total contributions receivable 34,520 31,933 ----------------- ----------------- NET ASSETS AVAILABLE FOR BENEFITS $ 12,280,259 $ 11,615,512 ================= =================
See Notes to Financial Statements. 2 CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended Year Ended December 31, December 31, ------------- -------------- 2004 2003 ------------- -------------- ADDITIONS Contributions Participant directed - Employee elective $ 608,988 $ 618,151 Participant directed - Employer matching 305,467 311,942 Participant directed - Rollover 81,836 23,600 Interest and dividends Non-participant directed 18,456 17,223 Participant directed 286,175 218,709 Net appreciation (depreciation) in fair value of investments Non-participant directed (61,013) 93,161 Participant directed 115,148 1,989,179 ------------- -------------- Total additions, net 1,355,057 3,271,965 DEDUCTIONS Benefit payments to participants Non-participant directed 21,366 20,882 Participant directed 627,265 571,812 Administrative expenses Non-participant directed - Employer securities 31 29 Participant directed 41,648 39,009 ------------- -------------- Total deductions 690,310 631,732 ------------- -------------- NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 664,747 2,640,233 NET ASSETS AVAILABLE FOR BENEFITS - Beginning of year 11,615,512 8,975,279 ------------- -------------- NET ASSETS AVAILABLE FOR BENEFITS - End of year $ 12,280,259 $ 11,615,512 ============= ==============
See Notes to Financial Statements. 3 CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 NOTE 1 - DESCRIPTION OF THE PLAN The following brief 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). The Plan requires employees to complete one year of service (1,000 hours or more) to participate in the Plan. 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% of 401(k) deferrals made up to the first 3% of base compensation and 50% of 401(k) deferrals from 3.01% to 5% 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 and plan earnings and expenses. Allocation of the Company's contributions and 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' non-vested employer profit sharing accounts are used to reduce employer contributions. VESTING - Participants are immediately vested in their own 401(k) contributions and 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% vested after six years of credited service. PAYMENT OF BENEFITS - On 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, 2004 AND 2003 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. NOTE 2 - SUMMARY OF ACCOUNTING POLICIES Following are the significant accounting policies followed by the Plan: BASIS OF PRESENTATION - The financial statements of the Plan are prepared under the accrual method of accounting. ASSETS AND LIABILITIES - Accounting policies relative to the basis of recording assets and liabilities conform with Department of Labor guidelines. Additionally, the Plan invests in employer stock as well as certain investments managed by Smith Barney Corporate Trust Company or its affiliates. Smith Barney Trust Company is the trustee of the Plan and, therefore, these transactions qualify as party-in-interest transactions as defined under ERISA guidelines. CHANGE IN NET ASSETS - Employer and employee contributions and expenses payable are recognized on the accrual method. Benefits to participants are recorded when paid. Administrative expenses are recorded when incurred. VALUATION OF INVESTMENTS - Quoted market prices are used to value the Plan's investments in mutual funds and common stock. Participant loans are carried at their outstanding principal balance, which approximates fair value. The Plan's investment in the common/collective investment fund is valued based upon the Plan's proportional share of the common/collective fund's underlying asset which is another common/collective fund. The underlying common/collective fund is valued based upon the fair market value of that fund's underlying assets. Purchases and sales of securities are recorded on a trade-date basis. ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from these estimates. 5 CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 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, 2004, approximately 36% of the Plan's assets were invested in Camco Financial Corporation common stock. RECLASSIFICATIONS - Certain prior year classifications have been changed to correspond with 2004 classifications. NOTE 3 - PLAN 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 a plan termination, participants will become 100% vested in their accounts. NOTE 4 - 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 NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 NOTE 5 - SIGNIFICANT INVESTMENTS AT FAIR VALUE Significant investments at fair value at December 31, 2004 and 2003, are listed as follows:
December 31 December 31 2004 2003 ------------- ------------- Camco Financial Corporation common stock $ 3,919,079 $ 4,380,839 Growth Fund of America $ 1,731,956 $ - Investment Company of America $ 1,006,468 $ - Neuberger Berman Genesis Trust Fund $ 1,005,190 $ 833,238 MCM Stable Value Portfolio $ 781,913 $ 733,385 Dreyfus Founders Discovery Fund $ 762,339 $ 713,276 Europacific Growth Fund $ 622,324 $ - Camco Financial Corporation common stock* $ 481,869 $ 544,364
- ---------- * Non-participant directed investment 7 CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS SCHEDULE OF ASSETS HELD AT YEAR END FORM 5500, SCHEDULE H, ITEM 4i EIN 51-0110823, PLAN 002 DECEMBER 31, 2004
(c) 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 - ------------------------------------ --------------------------------------------------- ------------ ------------- Non-participant directed investments ** Camco Financial Corporation Common stock, 31,290.184 shares $ 334,816 $ 481,869 ** Plan Participants Participant loans bearing interest at 6.0% to 11.5% - 5,663 Participant directed investments ** Camco Financial Corporation Common stock, 254,485.642 shares * 3,919,079 Smith Barney Corporate Trust Co. Common/collective fund - MCM Stable Value Portfolio * 781,913 Smith Barney Corporate Trust Co. Mutual fund - Europacific Growth Fund * 622,324 Smith Barney Corporate Trust Co. Mutual fund - Investment Company of America * 1,006,468 Smith Barney Corporate Trust Co. Mutual fund - Washington Mutual Investor * 257,949 Smith Barney Corporate Trust Co. Mutual fund - Growth Fund of America * 1,731,956 Smith Barney Corporate Trust Co. Mutual fund - Dreyfus Founders Discovery Fund * 762,339 Smith Barney Corporate Trust Co. Mutual fund - American Balanced Fund * 603,661 Smith Barney Corporate Trust Co. Mutual fund - Loomis Sayles Bond Fund * 146,467 Smith Barney Corporate Trust Co. Mutual fund - Neuberger Berman Genesis Trust * 1,005,190
8 CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS SCHEDULE OF ASSETS HELD AT YEAR END FORM 5500, SCHEDULE H, ITEM 4i EIN 51-0110823, PLAN 002 DECEMBER 31, 2004
(c) 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 - ---------------------------------- ---------------------------------------------------- ------ ------------- Participant directed investments, continued Smith Barney Corporate Trust Co. Mutual fund - ING GNMA Income Fund * 118,427 Smith Barney Corporate Trust Co. Mutual fund - Columbia Intermediate Bond Fund * 132,219 Smith Barney Corporate Trust Co. Mutual fund - Credit Suisse Global Fixed-Income Fund * 176,430 Smith Barney Corporate Trust Co. Mutual fund - T. Rowe Price International Bond Fund * 4,420 Smith Barney Corporate Trust Co. Mutual fund - J.P. Morgan Fleming Emerging Markets * 261,682 **Smith Barney Corporate Trust Co. Mutual fund - CitiStreet S&P 500 Fund * 131,596 ** Plan participants Participant loans bearing interest at 6.0% to 11.5% * 96,087 ------------ TOTAL INVESTMENTS $ 12,245,739 ============
- ---------- * Cost information not required ** Denotes party-in-interest 9 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 28, 2005 By: /s/ Richard C. Baylor ---------------------------------- Richard C. Baylor, Chief Executive Officer CAMCO FINANCIAL AND SUBSIDIARIES SALARY SAVINGS PLAN ANNUAL REPORT ON FORM 11-K FOR FISCAL YEAR ENDED DECEMBER 31, 2004 INDEX TO EXHIBITS
Exhibit No. Description - ----------- ----------- 23.1 Consent of Independent Registered Public Accounting Firm 23.2 Consent of Independent Registered Public Accounting Firm
EX-23.1 2 l14729aexv23w1.txt EX-23.1 EXHIBIT 23.1 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 10, 2005 appearing in the annual report on Form 11-K of Camco Financial & Subsidiaries Salary Savings Plan for the year ended December 31, 2004. /s/ David L. Scheffler Plante & Moran, PLLC Columbus, Ohio June 27, 2005 EX-23.2 3 l14729aexv23w2.txt EX-23.2 EXHIBIT 23.2 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Registration Statement No. 33-88072 on Form S-8 of Camco Financial & Subsidiaries Salary Savings Plan of our report dated May 6, 2004 appearing in this Annual Report on Form 11-K of Camco Financial & Subsidiaries Salary Savings Plan for the year ended December 31, 2003. /s/ Crowe Chizek and Company LLC Crowe Chizek and Company LLC Columbus, Ohio June 27, 2005 -----END PRIVACY-ENHANCED MESSAGE-----