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): October 4, 1996
CAMCO FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-25196 51-0110823
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(State or other jurisdiction (Commission File No.) (IRS Employer I.D.
of incorporation) No.)
814 Wheeling Avenue, Cambridge, Ohio 45725-0708
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (614) 432-5641
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Item 2. Acquisition or Disposition of Assets.
On March 25, 1996, Camco Financial Corporation, a Delaware corporation
("Camco"), and First Ashland Financial Corporation, a Delaware corporation
("First Ashland"), entered into an Agreement and Plan of Merger and
Reorganization, (the "Agreement"), providing for the merger of First Ashland
with and into Camco (the "Merger"). The stockholders of First Ashland and
Camco adopted the Agreement at Special Meetings held on September 20 and 23,
1996, respectively. The Merger was approved by the Office of Thrift
Supervision on September 27, 1996, and became effective on October 4, 1996, at
11:59 p.m. Prior to the Merger, First Ashland had been the parent holding
company of First Federal Bank for Savings, a federal savings bank located in
Ashland Kentucky, which became a subsidiary of Camco as a result of the
Merger.
In accordance with the terms and subject to the conditions of the
Agreement, each of the outstanding shares of First Ashland common stock were
cancelled and extinguished at the effective time of the Merger in
consideration and exchange for $8.93736 in cash and 0.67492 shares of Camco
common stock (the "Per Share Merger Consideration") and an appropriate
fraction of $18.25 in cash for any fractional shares created. At the effective
time of the Merger, there were 1,463,039 shares of First Ashland issued and
outstanding. Therefore, the aggregate Per Share Merger Consideration to be
paid by Camco is approximately $13,075,706.23 in cash and 987,434 shares of
Camco common stock.
At the effective time of the Merger, the outstanding options for 138,050
shares of First Ashland common stock at an exercise price of $14.25 per share,
became options for 160,772 shares of Camco common stock at an exercise price
of $12.24 per share.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of the acquired business reported in Item 2 will
be filed by amendment to this Form 8-K within 60 days of October 19, 1996.
(b) Pro forma financial information for the transaction reported in item
2 will be filed by amendment to this Form 8-K within 60 days of October 19,
1996.
(c) Exhibits - News release of Camco dated October 7, 1996.
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INDEX TO EXHIBITS
Exhibit Number Description
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99 News Release of Camco Financial Corporation
dated March 26, 1996
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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: Larry A. Caldwell
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Larry A. Caldwell, President
Date: October 11, 1996
Exhibit 99
CAMCO FINANCIAL CORPORATION
814 Wheeling Avenue
P.O. Box 708
Cambridge, Ohio 43725-0708
Phone: 614-432-5641
Fax: 614-432-6107
News Release
RELEASE DATE: October 7, 1996
RELEASE TIME: Immediate
Camco Financial/First Ashland Financial Complete Merger
Camco Financial Corporation [Nasdaq: CAFI], a multiple bank holding
company located in Cambridge, Ohio, and First Ashland Financial Corporation
{Nasdaq: FSBS], parent of First Federal Bank for Savings of Ashland, Kentucky,
today confirmed the completion of their announced merger effective on Friday,
October 4, 1996.
Pursuant to the agreement, First Ashland merged into Camco and First
Federal Bank for Savings will continue as a stand-alone subsidiary of Camco.
In addition, each share of First Ashland will be exchanged for $8.93736 in
cash and .67492 fractional share of common stock of Camco.
At June 30, 1996, Camco and First Ashland reported assets of $352.6
million and $87.4 million. respectively. On that same date, Camco's
shareholders' equity was $29.3 million and First Ashland's shareholders'
equity was $23.9 million.
"Through its subsidiaries, Camco currently provides a broad array of
financial services to 13 communities in Ohio and West Virginia," noted Camco's
President Larry A. Caldwell. "Through First Federal Bank for Savings, we look
forward to providing the full array of services in the Ashland, Summit &
Russell, Kentucky areas," Caldwell concluded.
