SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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
- ---------------------------- --------------------- -----------------------
(State or other jurisdiction (Commission File No.) (IRS Employer I.D. No.)
of incorporation)
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
<PAGE>
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
canceled 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. The aggregate Per
Share Merger Consideration paid by Camco is $13,170,801.36 in cash (including
payments for fractional shares created) and 987,245 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 First Ashland Financial Corporation are
incorporated by reference from previous filings with the Securities and Exchange
Commission as follows:
* Consolidated statements of financial condition as of September 30, 1995 and
1994, and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for each of the three years in the
period ended September 30, 1995 along with related notes and the
Independent Auditors Report are incorporated by reference from the
pre-effective amendment on Form S-4/A filed by Camco with the Securities
and Exchange Commission on August 1, 1996, at pages F-51 to F-69.
* Consolidated statements of financial condition and of changes in
stockholders' equity as of June 30, 1996 and the related consolidated
statements of operations and of cash flows for the nine months ended June
30, 1996 and 1995, along with related notes are incorporated by reference
from the Form 10-QSB filed by First Ashland with the Securities and
Exchange Commission on August 14, 1996, at pages 3 to 15.
(b) Pro forma financial information for the Merger at, and for the nine
months ended, September 30, 1996, and for the year ended December 31, 1995 is
included in Exhibit 99.2.
(c) Exhibits - News release of Camco dated October 7, 1996 is included in
Exhibit 99.1.
-2-
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
99.1 News Release of Camco Financial Corporation dated
March 26, 1996
99.2 Pro forma financial information at, and for the nine
months ended, September 30, 1996, and for the year
ended December 31, 1995.
-3-
<PAGE>
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
______________________________________
Larry A. Caldwell, President
Date: February 5, 1997
-4-
Exhibit 99.1
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.
-5-
Exhibit 99.2
Description of the Transaction
On October 4, 1996, Camco Financial Corporation consummated the acquisition of
First Ashland Financial Corporation. The acquisition was effected via the
issuance of shares of common stock and cash representing an aggregate fair value
of $29.1 million for the transaction. The acquisition was accounted for using
the purchase method of accounting. Accordingly, the assets and liabilities have
been recorded at market value with the excess of the fair value of assets
received over liabilities assumed allocated to goodwill.
<PAGE>
<TABLE>
CAMCO FINANCIAL CORPORATION
PRO FORMA UNAUDITED CONDENSED COMBINED CONSOLIDATED STATEMENT OF EARNINGS
For the nine months ended September 30, 1996
CAMCO FIRST ACQUISITION PRO FORMA FOOTNOTE
FINANCIAL ASHLAND ADJUSTMENTS COMBINED REFERENCES
--------- ------- ----------- --------- ----------
DR. (CR.)
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Total interest income $ 20,371 $ 4,762 $ 31 $ 24,882 (1)
220 (2)
Total interest expense 221 (3)
11,106 2,397 (150) 13,574 (4)
-------- ------- ------ --------
Net interest income 9,265 2,365 322 11,308
Provision for losses on loans 69 50 - 119
-------- ------- ------ --------
Net interest income after provision for
losses on loans 9,196 2,315 322 11,189
Other income 2,677 153 2,830
General, administrative and other expense
Employee compensation 3,391 952 (405) 3,938 (5)
Federal deposit insurance premiums 2,306 575 - 2,881
Amortization of goodwill - - 114 114 (6)
Other 3,479 506 - 3,985
-------- ------- ------ --------
Total general, administrative and other
expense 9,176 2,033 (291) 10,918
-------- ------- ------ --------
Earnings before federal income taxes 2,697 435 31 3,101
Federal income taxes 917 148 10 1,055 (7)
-------- ------- ------ --------
NET EARNINGS $ 1,780 $ 287 $ 21 $ 2,046
======== ======= ====== ========
EARNINGS PER SHARE (8) $0.86 $0.29 $0.58
======== ======= ========
</TABLE>
(1) Amortization of premiums on loans, investments and mortgage-backed
securities.
(2) Loss of interest income on investments of $5.9 million at 5.00%. This
amount represents the foregone revenue on investments which were redeemed
to fund the cash purchase price.
(3) Interest expense on borrowings to fund remainder of cash purchase price of
$5.5 million at 5.38% for nine months.
(4) Premium on deposits over a nine month period (.50% x $399,055 x .75 =
$149,646).
(5) Reduction of employee benefit plan expense related to termination of ESOP,
RRP and pension plan.
(6) Amortization of resultant goodwill over a 25 year estimated useful life.
(7) Tax effects on entries 1 - 7 at 34%.
(8) Camco Financial historic earnings per share is based on 2,075,641 shares
outstanding. First Ashland earnings per share is based on 987,434 pro forma
equivalent shares outstanding. Pro forma combined condensed consolidated
earnings per share is based on 3,063,075 weighted average shares
outstanding. On a pro forma basis giving effect to the BIF/SAIF assessment
and the reduction of deposit premiums pro forma net earnings would be
$3.863 million, or $1.26 per share.
<PAGE>
<TABLE>
CAMCO FINANCIAL CORPORATION
PRO FORMA UNAUDITED CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS
At September 30, 1996
CAMCO FIRST ACQUISITION PRO FORMA FOOTNOTE
FINANCIAL ASHLAND ADJUSTMENTS COMBINED REFERENCES
DR. (CR.)
--------- ------- ----------- --------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 10,998 9,329 $ (5,864) $ 14,463 (1)
Investment securities, net 2,860 5,826 31 8,717 (2)
Mortgage-backed securities, net 22,963 6,661 41 29,665 (2)
Loans receivable, net 319,103 63,403 765 383,271 (2)
Goodwill, net - - 3,790 3,790 (8)
Office premises and equipment, net 4,693 1,340 792 6,825 (3)
Other assets 17,461 1,972 (418) 19,685 (4)
670 (7)
-------- ------- --------- --------
Total assets $378,078 $88,531 $ (193) $466,416
======== ======= ========= ========
Deposits $293,373 $62,204 (399) $355,976 (5)
Advances from FHLB 48,801 1,490 (5,497) 55,788 (6)
Other liabilities 7,231 1,000 - 8,231
-------- ------- --------- --------
Total liabilities 349,405 64,694 (5,896) 419,995
Stockholders' equity
Common stock and additional
paid in capital (Assumes 3,063,075 9,511 14,415 14,415 27,259
shares issued and outstanding) (17,748)
Employee benefit plans - (1,507) (1,507) -
Retained earnings, net 19,162 10,929 10,929 19,162
-------- ------- --------- --------
Total stockholders' equity 28,673 23,837 6,089 46,421
-------- ------- --------- --------
Total liabilities and stockholders' equity $378,078 $88,531 $ 193 $466,416
======== ======= ========= ========
</TABLE>
(1) Utilization of First Ashland's existing cash to fund purchase price.
(2) Fair value of investments, mortgage-backed securities and loans at
September 30, 1996.
(3) Adjustment to reflect office premises and equipment at fair value on
September 30, 1996.
(4) After-tax entry related to pro forma adjustments 1,2,3 and 5.
(5) Fair value adjustment to reflect deposits at fair value at September 30,
1996.
(6) Borrowings from FHLB advances ($5,500) less adjustment to reflect FHLB
advances at fair value at September 30, 1996 ($3).
(7) Tax benefits of ESOP and RRP liabilities.
(8) Goodwill arising from acquisition.
<PAGE>
<TABLE>
CAMCO FINANCIAL CORPORATION
PRO FORMA UNAUDITED CONDENSED COMBINED CONSOLIDATED STATEMENT OF EARNINGS
For the year ended December 31, 1995
CAMCO FIRST ACQUISITION PRO FORMA FOOTNOTE
FINANCIAL ASHLAND ADJUSTMENTS COMBINED REFERENCES
--------- ------- ----------- --------- ----------
DR. (CR.)
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Total interest income $25,440 $ 6,079 $ 41 $ 31,185 (1)
293 (2)
Total interest expense 14,257 3,337 294 17,688 (3)
(200) (4)
------- ------- ----- --------
Net interest income 11,183 2,742 428 13,497
Provision for losses (recoveries) on loans 143 (2) - 141
------- ------- ----- --------
Net interest income after provision for
losses on loans 11,040 2,744 428 13,356
Other income 3,293 82 - 3,375
152 (5)
General, administrative and other expense 8,775 1,759 (489) 10,197 (6)
------- ------- ----- --------
Earnings before federal income taxes 5,558 1,067 91 6,534
Federal income taxes 1,910 322 (10) 2,222 (7)
------- ------- ----- --------
NET EARNINGS $ 3,648 $ 745 $ 81 $ 4,312 (8)
======= ======= ===== ========
EARNINGS PER SHARE $1.76 $0.75 $1.41
======= ======= ========
</TABLE>
(1) Amortization of premiums on loans, investments and mortgage-backed
securities.
(2) Loss of interest income on investments of $5.9 million at 5.00%. This
amount represents the foregone revenue on investments which were redeemed
to fund the cash purchase price.
(3) Interest expense on borrowings to fund remainder of cash purchase price of
$5.5 million at 5.38% for the year.
(4) Premium on deposits over the year (.50% x $399,055).
(5) Amortization of resultant goodwill over a 25 year estimated useful life.
(6) Reduction of employee benefit plan expense related to termination of ESOP,
RRP and pension plan.
(7) Tax effects on entries 1 - 6 at 34%.
(8) Camco Financial historic earnings per share is based on 2,075,641 shares
outstanding. First Ashland earnings per share is based on 987,434 pro forma
equivalent shares outstanding. Pro forma combined condensed consolidated
earnings per share is based on 3,063,075 weighted average shares
outstanding.
