-----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, CfOSL4nJbVgmBgjm+aXgqW/eqA8j+BWSJrr3GD9RRZGInbad+4a6kLJzsXqG1VOh yUdoBDTWm/AsHLnkLGVSxg== 0000950152-09-005433.txt : 20090522 0000950152-09-005433.hdr.sgml : 20090522 20090519150049 ACCESSION NUMBER: 0000950152-09-005433 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090519 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090519 DATE AS OF CHANGE: 20090519 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: 09839334 BUSINESS ADDRESS: STREET 1: 6901 GLENN HIGHWAY CITY: CAMBRIDGE STATE: OH ZIP: 43725 BUSINESS PHONE: 7404325641 8-K 1 l36559ae8vk.htm FORM 8-K FORM 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): May 19, 2009
 CAMCO FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
         
DELAWARE     0-25196     51-0110823  
         
(State or other jurisdiction of incorporation)   (Commission File No.)   (IRS Employer I.D. No.)
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):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Section 7 — Regulation FD
Item 7.01 Regulation FD Disclosure.
On May 19, 2009, Camco Financial Corporation (“Camco”) held its 2009 Annual Meeting of Stockholders (the “Annual Meeting”). During the Annual Meeting, Camco’s 2008 results of operations and financial performance were reviewed. A copy of the presentation and commentary that Camco used at the Annual Meeting is included with this Current Report as Exhibit 99 and is incorporated herein by reference solely for purposes of this Item 7.01 disclosure. Camco has posted the PowerPoint slide presentation on its website at www.camcofinancial.com under the “Financial Reports” section.
The information in this Current Report, including Exhibit 99, is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Certain statements contained in the presentation and commentary included in Exhibit 99 constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements are based on current expectations, estimates, forecasts and projections of future company or industry performance based on management’s judgment, beliefs, current trends and market conditions. Forward-looking statements made or to be made by or on behalf of Camco may be identified by the use of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions. Forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict. Actual outcomes and results may differ materially from what is expressed, forecast or implied in the forward-looking statements for the reasons described under the section “Forward Looking Statements” contained in Camco’s 2008 Annual Report to Stockholders, which Section is incorporated into the presentation and commentary included in Exhibit 99 by reference. Camco undertakes no obligations to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Section 8 — Other Events
Item 8.01 Other Events.
At the Annual Meeting, James E. Huston, Paul D. Leake and Douglas F. Mock were re-elected by the stockholders as directors of Camco for terms expiring in 2011.
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)   Shell company transactions.
 
      Not applicable.
 
  (d)   Exhibits.
     
Exhibit Number   Description
99
  2009 Annual Meeting of Stockholders Presentation and Commentary

 


 

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/ James E. Brooks    
    James E. Brooks   
    Chief Financial Officer   
 
Date: May 19, 2009

 

EX-99 2 l36559aexv99.htm EX-99 EX-99
Exhibit 99
2009 Annual Meeting of Stockholders
Camco Financial Corporation
May 19, 2009
3:00 P.M. — Cambridge Country Club
                     60755 Southgate Road
          Byesville, Ohio
Chairman’s Agenda
Good afternoon and welcome to the 2009 Stockholders’ Meeting of Camco Financial Corporation.
My name is Jim Huston, Chairman of the Board and CEO of Camco Financial Corporation and will serve as Chairman of this annual meeting and I would like to call the meeting to order.
1.   Introductions:
             
 
    James E. Brooks   SVP/Chief Financial Officer/Treasurer – Camco Financial & Advantage Bank
 
           
 
    David S. Caldwell   SVP/Corporate Secretary – Camco Financial
 
           
 
    Matthew T. Smith, Esq.   General Counsel – Camco Financial Corporation — and - President & CEO – Camco Title Agency
 
           
 
    Edward A. Wright   SVP/Operations/Information Technology
 
           
 
    James W. Chugg   SVP/Human Resources
 
           
 
    Mark A. Olson   VP/Residential & Consumer Lending
 
           
 
    Troy D. Greenwalt   SVP/Chief Lending Officer
 
           
 
    Larry S. Christ   SVP/Chief Credit Officer

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2.   At this time I would like to recognize our Camco Board of Directors: (in alphabetical order) [Please stand to be recognized as called]
 
    Andrew S. Dix. is Publisher of The Daily & Sunday Jeffersonian, Cambridge, Ohio. Prior to joining the Daily & Sunday Jeffersonian in 2006, he was the Advertising Director for The Alliance Review from 1998 to 2006. He has been a member of Camco’s Board since December 2007.
 
    Terry A. Feick retired as the Superintendent of Schools for the Washington Court House City Schools in December 2001, a position he had held since 1991. He has been a member of Camco’s Board since 2000.
 
    Edward D. Goodyear is Treasurer Agricultural Lands, Inc., a position he has held since 1999. He has been a member of Camco’s Board since 2006.
 
    Paul D. Leake retired in June 2001 as the President and Chief Executive Officer of First Bank for Savings, a position he had held since 1976. He has been a member of Camco’s Board since 1996.
 
    Carson K. Miller is the owner of Marietta Rare Coins & Collectibles, an internet-based business. Dr. Miller retired in 2002 as the President of Washington State Community College in Marietta, Ohio, a position he had held since 1985. He has been a member of Camco’s Board since 2001.
 
    Douglas F. Mock is president of Mock Woodworking Co., Zanesville, Ohio, a position he has held since 1986. He has been a member of Camco’s Board since 2005.
 
    Jeffrey T. Tucker, Lead Director is a Certified Public Accountant and a partner in the accounting firm of Tucker & Tucker, Cambridge, Ohio, a position he has held since 1984. He has been a member of Camco’s Board since 1987.

2


 

  J. Timothy Young, is a certified financial planner, is the Senior Vice President of Hamilton Capital Management, Inc, Columbus, Ohio, a position he has held since 2003. From 2000 to 2003, Mr. Young was self-employed as an attorney and consultant representing individuals and businesses. He has been a member of Camco’s Board since 2005.
 
    I would note that directors Paul Leake, Doug Mock and myself, Jim Huston are standing for re-election at this meeting.
 
    [Thank You]
 
3.   I would also like to recognize:
 
    From Camco’s independent, registered public auditors, the firm of Plante & Moran :
 
         Kris Hoefler — Partner
 
    From Camco’s Corporate and SEC counsel, Vorys, Sater, Seymour & Pease:
 
         Michael Martz — Partner
 
4.   Mr. Caldwell will serve as Secretary for the 2009 Annual Meeting of Stockholders and any adjournment thereof.
 
5.   We have appointed two inspectors of election to tabulate all votes cast during this stockholders meeting and any adjournment thereof;
    Sharon Chorey - Assistant Corporate Secretary, CFC
 
    Kris Tipton - VP/ Principle Accounting Officer, CFC
6.   There are 7,155,595 Shares of Camco Financial Corporation common stock outstanding and eligible to be voted at this Stockholders Meeting or any adjournment thereof. A total of                      shares are represented at this meeting in person or by proxy, equaling      % of the outstanding shares. Therefore, a quorum is present and I declare this meeting duly convened and ready to transact business.

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7.   The Board of Directors, by resolution approved at our December 10, 2008 meeting, appointed me to serve as the Board’s proxies to vote all of the Camco shares submitted by proxy.
 
8.   A copy of the Company’s list of stockholders is available at this meeting for review by any stockholder upon request.
 
9.   The Minutes of last year’s Annual Meeting, held on April 22, 2008, were made available to all of you as a part of the registration for this meeting.
    Call for approval.                     /                     
 
    Motion/Second/Discussion/Vote (Voice) – all in favor Aye; any opposed, Nay.
 
    Motion carries.
[Annual Report Presentation] — Exhibit A
10. Since no other business was submitted for this annual meeting, the only matter for stockholders to consider is the election of three (3) persons to the Board of Directors of Camco for terms expiring in 2012.
Those Directors whose terms are expiring and who have been nominated by the Board for re-election are:
[in alphabetical order – as previously introduced]
Paul D. Leake
Douglas F. Mock
James E. Huston

4


 

    Camco’s By-Laws require that nominations for directors should have been made in writing to the Secretary by February 4th, 2009 immediately preceding this Annual Meeting. The Secretary did not receive any other nominations.
 
    Having tallied all of the votes submitted for this annual meeting. I can advise that Paul, Doug and myself have been duly elected for terms expiring in 2012. [Each Director received more than 85% of eligible votes cast.]
 
    I also want to share this General Information:
 
    The Audit & Risk Management Committee of the Board of Directors has engaged Crowe Horwath, Int’l to continue to serve as the Company’s independent internal auditors for 2009 and Plante & Moran, to continue to serve as Camco’s independent registered public auditing firm for calendar year 2009.
 
11.   I invite any stockholder comments or questions. [Note: as necessary, I will repeat the question, respond or turn to Jeff Tucker, James Brooks for any additional response or additional response].
 
12.   Adjournment:
■   Motion:                                         
■   Second:                                         
      Motion carries.

5


 

Exhibit A
2009 Annual Stockholders Meeting Presentation
May 19, 2009
I would like to provide a few comments and some updates and then be available for questions.
1) Dividends
On May, 1, 2009 we received a letter from the Federal Reserve Bank that stated we should begin deferring our trust preferred dividend and terminate our common stock dividend. The letter said this was being done to preserve capital. Just to provide perspective our tier one based capital rating is:
                     
Advantage Bank   CFC
6.89%   @   12/31/08   7.39%   @   12/31/08
7.19%   @    3/31/09   7.70%   @   3/31/09
7.21%   @       4/30/09 * 7.73%   @       4/30/09*
 
*   Proforma (Bank does not mark securities/investments to market monthly)
At a level of 5% you are generally considered well capitalized by your regulator. As you can see we well surpass that level.
2) Loan Volume
Our mortgage loan production has been:
     
$58,294,378
  thru May 18th
 
   
$58,702,226
  for 2008
 
   
$110,216,885
  for 2007

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3) Deposit Growth
We have grown deposits at the Bank during these difficult times.
We grew deposits by 4.59% in 2008.
Our deposits were:
         
$692,184,123   @   12/31/07
         
$723,956,017   @   12/31/08
         
$720,263,736   @   3/31/09
         
$721,990,877   @   4/30/09
4) Commercial Loan Growth
We will operate as a community Bank and serve our markets as a “Community Bank.”
5) Liquidity
Advantage Bank continues to have a substantial amount of liquidity.
Our balance sheet is:
         
As of 12/31/08
  $ 73,278,937  
 
       
3/31/09
  $ 79,770,997  
 
       
4/30/09
  $ 88,926,596  
with additional capacity of $ 58,386,437 currently. (9.24% access as of 4/30).

7


 

6) Asset Quality
As we discussed with our first quarter results, our delinquency fell $11 million from February to March. Our non-performing loans were reduced by $ 914,000. We continue to manage our real estate owned.
I will now open the floor for any questions.

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