-----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, CDDq478PGPsEcBC4iJkbKaM0qwhW8owlPNX57UI0a+Jvq+yh3YJYGUMtvUrTVw+h 1cn5w9DqMFB1YbgW9OJnbw== 0001046386-01-000002.txt : 20010205 0001046386-01-000002.hdr.sgml : 20010205 ACCESSION NUMBER: 0001046386-01-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010129 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010201 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: SEC FILE NUMBER: 000-25196 FILM NUMBER: 1521192 BUSINESS ADDRESS: STREET 1: 814 WHEELING AVE CITY: CAMBRIDGE STATE: OH ZIP: 43725 BUSINESS PHONE: 7404325641 8-K 1 0001.txt CURRENT REPORT ON FORM 8-K 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): January 29, 2001 ---------------- 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 45725-9757 -------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (740) 435-2020 ------------------------ Item 5. Other Events. - ------ ------------ On January 29, 2001, Camco Financial Corporation, a Delaware corporation ("Camco"), announced plans to merge its five wholly-owned banking subsidiaries into a single Ohio savings bank to be called "Advantage Bank." After the consummation of the merger, the five subsidiaries, Cambridge Savings Bank, Marietta Savings Bank, Westwood Homestead Savings Bank, First Federal Savings Bank of Washington Court House and First Federal Bank for Savings, will operate as divisions of Advantage Bank. The consummation of the merger is subject to the approval of the appropriate regulatory agencies and is anticipated to occur during the second quarter of 2001. Item 7. Financial Statements and Exhibits. - ------ --------------------------------- (a) and (b). Not applicable. (c) Exhibits. See Index to Exhibits. -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 Date: January 30, 2001 -3- INDEX TO EXHIBITS Exhibit Number Description 99 News Release of Camco Financial Corporation dated January 29, 2001 -4- EX-99 2 0002.txt NEWS RELEASE DATED JANUARY 29, 2001 Camco Financial Corporation 6901 Glenn Highway Cambridge, OH 43725-9757 Phone: 740-435-2020 Fax: 740-435-2021 Contacts: Larry A. Caldwell Richard C. Baylor Phone: 740-435-2020 NEWS RELEASE RELEASE DATE: January 29, 2001 RELEASE TIME: 7:30 A.M. Camco Financial Reports Earnings Growth and Consolidation of Banking Operations Cambridge, Ohio - Camco Financial Corporation [Nasdaq Symbol: CAFI] reported record net earnings of $7.7 million for the year ended December 31, 2000, a 28.7% increase over the $5.9 million of net earnings reported for 1999. Basic earnings per share totaled $1.11 for 2000, compared to $1.04 for 1999, an increase of 6.7%. Camco's net earnings for the quarter ended December 31, 2000, totaled $1.9 million, or $.28 per basic share, an increase of $.02, or 7.7% over comparable 1999 quarterly earnings of $1.5 million, or $.26 per basic share. Consolidated assets at December 31, 2000 reached $1.04 billion, elevating Camco to a ranking as the sixth largest thrift holding company headquartered in Ohio. Growth in retail deposits reflected a healthy 36.9% increase during 2000, contributing significantly to a $4.9 million, or 23.0% increase in net interest income for the year. The growth in assets and deposits during the year can be attributed to both internal and external expansion initiatives. The acquisition of Westwood Homestead Financial in January 2000 added asset growth of 19.6% and deposit growth of 21.8%, while internal retail growth in assets and deposits totaled 7.9% and 15.1%, respectively. Mortgage operations during 2000 were also a significant factor in 2000 earnings, as loans sold and gains on sale of loans increased by $14.2 million, or 14.8%, and $297,000, or 16.9%, respectively. Camco also announced plans to merge its five separate bank charters under one charter and to convert all of its banking facilities to a common data processing platform. After months of research, analysis and planning, the boards of Camco and its five banking affiliates, Cambridge Savings Bank, Marietta Savings Bank, First Federal Savings Bank of Washington Court House, Westwood Homestead Savings NASDAQ: CAFI o EMAIL: camco@camco.cc o www.camcofinancial.com Bank, Cincinnati, Ohio and First Federal Bank For Savings in Ashland, Kentucky, have approved the merging of the charters. The five banks will merge to create one Ohio savings bank which will operate under the name "Advantage Bank". The offices in each of the five regions served by Camco's affiliate banks will continue to operate under their separate names, except the elimination of the word "Federal" from the name of Camco's two First Federals, as divisions of Advantage Bank. The move from five separate bank charters to one will enable Camco to consolidate many back-office functions and reduce the cost of regulatory compliance. Camco presently has three Ohio savings bank charters, regulated by the FDIC and the Ohio Division of Financial Institutions, and two federal savings bank charters, regulated by the FDIC and the Office of Thrift Supervision. The consolidated bank will be regulated by the FDIC and the Ohio Division of Financial Institutions. The Office of Thrift Supervision will be limited to regulatory oversight of the holding company. Richard C. Baylor, President of Camco, will be the President of the consolidated bank, and D. Edward Rugg, currently President of Cambridge Savings, will be Executive Vice President and Chief Operating Officer. Vice Presidents will include David S. Caldwell, currently President of Westwood Homestead Savings Bank, as Vice President of Retail Banking and Financial Services, and Edward A. Wright, currently Vice President/Chief Operating Officer of Cambridge Savings Bank, who will be Vice President of Operations. Each of the five current Camco affiliates will function as divisions under the leadership of a Division President, which will ensure that Camco remains responsive to the different communities served by its banks. Baylor will also remain as President and Chief Executive Officer of Camco, and Larry A. Caldwell will continue to serve as Chairman of the Board of Camco. Caldwell commented, "Our acquisition philosophy has served us well over the last 30 years. However, we have come to the conclusion that the old model does not provide the optimal base for sustained earnings growth in the increasingly competitive and technology-driven banking industry. Therefore, we have found a way to support continued earnings growth as we expand products, services and technological innovations, like internet banking, which we need to remain competitive in our diverse markets. Drawing on the talented group of bankers that built Camco into the $1.04 billion company it is today, we are poised to meet the challenges of the 21st century." The Advantage Bank name, chosen by Camco as the name of the consolidated bank, is an extension of the "AdvantageBanking" servicemark that Camco's affiliate banks have used since 1994 to describe the Camco brand of customer service and products. Baylor commented, "Unifying our banks under the Advantage Bank umbrella and tradename will enhance Camco's corporate identity and provide further continuity from the customer's perspective. Our customers will continue to see what is familiar to them - from the name of their local institution to the faces of their tellers, lending staff and other bank employees they know and trust - but significant changes will occur in the less visible support areas - accounting, data processing, marketing and human resources. We expect that the results will be very visible to our investors, however. The cost savings we expect to achieve from the reorganization will place Camco in the upper quartile of thrifts nationally in terms of operating efficiency." NASDAQ: CAFI o EMAIL: camco@camco.cc o www.camcofinancial.com Camco will record a one-time after tax restructuring charge of $700,000, or $.10 per basic share in the second quarter of 2001. The restructuring charge is primarily related to one-time compensation charges and professional fees related to the consolidation. Camco anticipates that the approximate savings from the restructuring, coupled with other recent personnel reductions, will add earnings of $.01 per share in 2001, $.14 per share in the four quarters immediately following the charge, while enhancing the per share earnings level by $.17 in 2002. Pro forma adjustments related to the merger follow Camco's historical condensed financial statements. It is anticipated that the charter consolidation will be completed in the second quarter of 2001, subject to timely receipt of regulatory approvals. Camco Financial Corporation is a multi-state/multi-bank holding company headquartered in Cambridge, Ohio concentrating in Community Banking, Mortgage Banking and Title Services. Through its insured subsidiaries, Cambridge Savings Bank, Marietta Savings Bank, First Federal Savings Bank of Washington Court House, Westwood Homestead Savings Bank, Cincinnati, Ohio and First Federal Bank For Savings in Ashland, Kentucky, provides a broad array of financial services through 32 offices in 24 communities in Ohio, Kentucky and West Virginia. Larry A. Caldwell and Richard C. Baylor will host a webcast/conference call (listen only mode) at 2:30 p.m. eastern time on Friday, February 2, 2001. Interested parties may access the conference call by calling 1-888-890-6819. Internet access to the call is also available (listen only) by going to prnewswire.com. Participants are asked to call in a few minutes prior to the call in order to register for the event. This press release contains statements, including estimates of restructuring charges and anticipated cost savings, that are based on current plans and expectations, rather than historical facts, and are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21B of the Securities Act of 1934, as amended. Actual results could vary materially depending on a variety of factors, including but not limited to risks and uncertainties inherent in general and local banking and economic conditions and competitive factors specific to markets in which Camco and its subsidiaries operate. Camco assumes no liability to update this information. For more details, please refer to Camco's SEC filings, including its most recent Annual Report on Form 10-K and quarterly reports on Form 10-Q. NASDAQ: CAFI o EMAIL: camco@camco.cc o www.camcofinancial.com Camco Financial Corporation
Condensed Consolidated Statements of Financial Condition (In thousands, except for per share data and shares outstanding) (Unaudited) 12/31/2000 12/31/1999 Assets Cash and Cash Equivalents $ 24,069 $ 16,954 Investments 32,105 29,556 Loans Receivable Net of Loan Loss Allowance of $2,906 and $1,863 Respectively 930,672 726,225 Goodwill 3,103 3,252 Other Assets 47,177 37,495 --------- ------- Total Assets $1,037,126 $813,482 ========= ======= Liabilities Deposits $ 632,288 $461,787 Borrowed Funds 313,471 279,125 Other Liabilities 12,623 9,961 --------- ------- Total Liabilities 958,382 750,873 Stockholders'+A55 Equity 78,744 62,609 --------- ------- Total Liabilities and Stockholders' Equity $1,037,126 $813,482 ========= ======= Stockholders' Equity to 7.59% 7.70% Total Assets Total Shares Outstanding 6,931,897 5,710,422 Book Value Per Share $11.36 $10.96
Page 1 of 3 Camco Financial Corporation
Condensed Consolidated Statements of Income Periods Ended December 31, 2000 and 1999 (In thousands, except for per share data and shares outstanding) 12 Months 12 Months 3 Months 3 Months Ended Ended Ended Ended (Unaudited) (Unaudited) (Unaudited) 12/31/00 12/31/99 12/31/00 12/31/99 -------- -------- -------- -------- Total Interest Income $75,671 $51,093 $19,503 $14,235 Total Interest Expense 49,610 29,907 13,083 8,632 ------ ------ ------ ------ Net Interest Income 26,061 21,186 6,420 5,603 Provision for Loan Losses 567 247 136 79 ------ ------ ------ ------ Net Interest Income After Provision for Loan Losses 25,494 20,939 6,284 5,524 Non Interest Income 5,536 5,190 1,343 1,091 Non Interest Expense 19,530 17,113 4,739 4,336 ------ ------ ------ ------ Income Before Taxes 11,500 9,016 2,888 2,279 Income Tax Expense 3,848 3,076 942 795 ------ ------ ------ ------ Net Income $ 7,652 $ 5,940 $ 1,946 $ 1,484 ====== ====== ====== ====== Earnings Per Share: Basic $1.11 $1.04 $0.28 $0.26 Diluted $1.10 $1.02 $0.28 $0.26 Basic Weighted Number of Shares Outstanding 6,915,154 5,730,829 6,931,897 5,715,379 Diluted Weighted Number of Shares Outstanding 6,957,431 5,834,391 6,982,830 5,788,159 Selected Financial Ratios Net Interest Spread 2.44% 2.82% 2.31% 2.71% Net Interest Margin 2.71% 3.07% 2.59% 2.94% Return on Average Assets 0.76% 0.82% 0.75% 0.74% Return on Average Equity 9.99% 9.68% 9.96% 9.42% Efficiency Ratio 61.81% 64.88% 61.05% 64.77%
Page 2 of 3 CAMCO FINANCIAL CORPORATION
CHARTER CONSOLIDATION PRO FORMA ADJUSTMENTS Camco Camco Camco Camco Year Pro Year Pro Ended Pro Forma Forma Ended Pro Forma Forma 12/31/2000 Adjustments 12/31/2001 12/31/2001 Adjustments 12/31/2002 ----------- ----------- ---------- ---------- ----------- ---------- Cost/(Savings) (4) Cost/(Savings) Dollars in Thousands Dollars in Thousands Net Interest Income $26,061 $ - $26,061 $26,061 $26,061 Provision for Losses on Loans 567 567 567 567 Other Income 5,536 5,536 5,536 5,536 Other Expense 19,530 1,089 (1) 19,476 19,530 (1,786) (5) 17,744 (1,143) (2) - ------ ----- ------ ------ ------- ------ Earnings before Taxes 11,500 (54) 11,554 11,500 (1,786) 13,286 Income Tax Expense 3,848 19 (3) 3,867 3,848 625 (3) 4,473 ------ ----- ------ ------ ------- ------ Net Earnings $ 7,652 $ (35) $ 7,687 $ 7,652 $(1,161) $ 8,813 ====== ===== ====== ====== ====== ======
(1) The restructuring charge consists of the following costs: Employee Compensation and Benefits $ 762 Occupancy and Equipment 202 Professional Services 125 ----- $1,089 ===== (2) The cost savings associated with the restructuring include the following: Employee Compensation and Benefits $1,108 Occupancy and Equipment 35 ----- $1,143 ===== (3) Tax effects associated with the net pro forma adjustment at the expected federal statutory rate of 35% (4) In determining the future benefits of the pro forma adjustments, it is assumed that the earnings for the year ended December 31, 2001 will be equal to the earnings for the year ended December 31, 2000. (5) The pro forma adjustment in 2002 consists primarily of a reduction in employee compensation and benefits. Page 3 of 3 -----END PRIVACY-ENHANCED MESSAGE-----