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
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(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
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.
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INDEX TO EXHIBITS
Exhibit Number Description
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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.
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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: February 5, 1997
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