-----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, UzhJXbt8FKzi1txjh9R/9lit8hBCa0IUUKFNAQHe1LHd3EsDKcQqX4LInizcMVrE SgTCi8GET8jG+XXX3128MA== 0000950152-05-010002.txt : 20051216 0000950152-05-010002.hdr.sgml : 20051216 20051216100912 ACCESSION NUMBER: 0000950152-05-010002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051213 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051216 DATE AS OF CHANGE: 20051216 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: 051268428 BUSINESS ADDRESS: STREET 1: 6901 GLENN HIGHWAY CITY: CAMBRIDGE STATE: OH ZIP: 43725 BUSINESS PHONE: 7404325641 8-K 1 l17490ae8vk.txt CAMCO FINANCIAL CORPORATION 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): December 13, 2005 ----------------- 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 1 - REGISTRANT'S BUSINESS AND OPERATIONS Item 1.01. Entry into a Material Definitive Agreement. On December 13, 2005, the Board of Directors increased the fees paid to non-employee Directors of Camco and its wholly-owned subsidiary, Advantage Bank. The Board approved the following compensation for non-employee Directors of Camco and Advantage Bank: Each Director shall receive a retainer of $5,000 per year for service on Camco's Board and $6,000 per year for service on Advantage Bank's Board, all of which shall be paid in Camco stock through the Director Deferred Compensation Plan. Each Director also shall receive $1,250 for each Camco Board meeting attended and $500 for each Advantage Bank Board meeting attended, with one paid absence per year. Non-employee Directors who serve on a committee of Camco or Advantage's Board will receive a fee of $300 for each committee meeting attended, except that if the committee meeting is held on a different day than a Board of Directors' meeting, the fee is $400. The chairs of the Audit & Risk Management Committee and the Corporate Governance Committee shall receive an additional $300 per meeting attended. The chairs of the Executive Loan Committee and Compensation Committee shall receive an additional $200 per meeting attended. SECTION 8 - OTHER EVENTS Item 8.01. Other Events. On December 14, 2005, Camco Financial Corporation issued a news release announcing a dividend on its common stock. The news release is attached hereto as Exhibit 99. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS Item 9.01 Financial Statements and Exhibits. (a) Financial statements of business acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. Exhibit No. Description 99 News Release of Camco Financial Corporation dated December 14, 2005 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 Chief Executive Officer Date: December 15, 2005 3 EX-99 2 l17490aexv99.txt EXHIBIT 99 EXHIBIT 99 NEWS RELEASE RELEASE DATE: DECEMBER 14, 2005 ----------------- RELEASE TIME: 4:00 PM ------- CAMCO FINANCIAL ANNOUNCES QUARTERLY CASH DIVIDEND CAMBRIDGE, OHIO - Camco Financial Corporation (Nasdaq: CAFI) today announced a quarterly cash dividend of 14.5 cents per share. The dividend was declared December 13, 2005 for shareholders of record on January 3, 2006 and is payable on January 13, 2006. Camco's CEO & President, Richard C. Baylor, commented, "We are pleased to provide our stockholders with a highly competitive yield of 4.07% that compares favorably to other alternative investments." Camco Financial Corporation, holding company for Advantage Bank, is a $1.08 billion multi-state community bank holding company headquartered in Cambridge, Ohio. Advantage Bank and its affiliates offer community banking that includes commercial, business and consumer financial services, internet banking and title insurance services from 29 offices in 22 communities in Ohio, Kentucky and West Virginia. Additional information about Camco may be found on Camco's web site: www.advantagebank.com --------------------- -----END PRIVACY-ENHANCED MESSAGE-----