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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): June 4, 2001
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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 of (Commission File No.) (IRS Employer I.D. No.)
incorporation)
6901 Glenn Highway, Cambridge, Ohio 43725
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (740) 435-2020
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Item 5. Other Events.
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On June 4, 2001, Camco Financial Corporation, a Delaware corporation
("Camco"), Camco Acquisition Corp., an Ohio corporation ("Merger Sub"),
Advantage Bank, a savings bank organized under the laws of the State of Ohio
("Advantage"), Columbia Financial of Kentucky, Inc., an Ohio corporation
("CFKY"), and Columbia Federal Savings Bank, a federal savings bank organized
under the laws of the United States of America (the "Bank") entered into an
Agreement of Merger and Plan of Reorganization, a copy of which is attached
hereto as Exhibit 2 (the "Agreement"). The Agreement provides for the merger of
Merger Sub with and into CFKY (the "Corporate Merger"), followed by the merger
of CFKY into Camco. The related Agreement of Merger between Advantage and the
Bank provides for the subsequent merger of the Bank with and into Advantage. The
following summary of some of the material terms and conditions of the Agreement
is qualified in its entirety by reference to Exhibit 2.
In accordance with the terms and subject to the conditions of the
Agreement, each of the outstanding shares of CFKY (other than (i) shares as to
which dissenters' rights have been asserted in accordance with Ohio law and (ii)
any shares held by CFKY (including treasury shares) or Camco or any of their
respective wholly-owned subsidiaries) will be canceled and extinguished on the
effective date of the Corporate Merger in consideration and exchange for .3681
share of Camco and $6.90, subject to certain adjustments specified in the
Agreement (the "Per Share Merger Consideration").
On June 4, 2001, there were 2,618,750 shares of CFKY issued and
outstanding and 252,600 shares of CFKY subject to outstanding options (the "CFKY
Options"). At the effective time of the Corporate Merger, the CFKY Options will
be converted into the right to receive a cash payment from Camco equal to the
difference between the value of the Per Share Merger Consideration and the
exercise price per share of the option then exercisable.
The consummation of the Corporate Merger is subject to a number of
conditions, including, but not limited to, the approval of the appropriate
regulatory agencies and the approval of the requisite number of shareholders of
CFKY and the Bank. The Agreement may be terminated by the Board of Directors of
Camco or CFKY if the Corporate Merger is not consummated on or before February
28, 2002.
The press release issued by Camco and CFKY on June 5, 2001, regarding
the Merger is attached as Exhibit 99 to this report. The Agreement and the press
release and are incorporated herein by reference. The foregoing summary of the
Agreement does not purport to be complete and is qualified in its entirety by
reference to such Agreement.
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CFKY and Camco will be filing relevant documents concerning the Merger
with the Securities and Exchange Commission ("SEC"). WE URGE INVESTORS TO READ
THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be
able to obtain the documents free of charge at the SEC's website,
http://www.sec.gov. In addition, documents filed with the SEC by CFKY will be
available free of charge from the Secretary of CFKY at 2497 Dixie Highway, Ft.
Mitchell, Kentucky 41017, telephone number 859-331-2419. Documents filed with
the SEC by Camco will be available free of charge from the Secretary of Camco at
6901 Glenn Highway, Cambridge, Ohio 43725-9757, telephone (740) 435-2020.
INVESTORS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE
MAKING A DECISION CONCERNING THE MERGER.
Camco and CFKY and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies to approve the
Merger. INFORMATION ABOUT THE PARTICIPANTS MAY BE OBTAINED FROM THE RESPECTIVE
COMPANIES.
This Form 8-K does not constitute an offer of any securities for sale.
Item 7. Financial Statements and Exhibits.
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(a) and (b). Not applicable.
(c) Exhibits.
See Index to Exhibits.
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SIGNATURES
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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
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Richard C. Baylor, President
and Chief Executive Officer
Date: June 5, 2001
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INDEX TO EXHIBITS
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Exhibit Number Description
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2 Agreement of Merger and Plan of Reorganization, dated June
4, 2001, by and among Camco Financial Corporation, Camco
Acquisition Corp., Advantage Bank, Columbia Financial of
Kentucky, Inc. and Columbia Federal Savings Bank
99 News Release dated June 5, 2001
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