1
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
COLUMBIA FINANCIAL OF KENTUCKY, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
OHIO 0-23935 61-1319175
- ---------------------------- --------------------- -----------------------
(State or other jurisdiction (Commission File No.) (IRS Employer I.D. No.)
of incorporation)
2497 Dixie Highway, Ft. Mitchell, Kentucky 41017-3085
-----------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (859) 331-2419
--------------------------
2
Item 5. Other Events.
On June 4, 2001, Columbia Financial of Kentucky, Inc. ("CFKY"), an Ohio
corporation, Columbia Federal Savings Bank, a federal savings bank and
wholly-owned subsidiary of CFKY ("Columbia Federal"), Camco Financial
Corporation ("Camco"), a Delaware corporation headquartered in Cambridge, Ohio,
Advantage Bank, a savings bank organized under Chapter 1161 of the Ohio Revised
Code and wholly-owned subsidiary of Camco ("Advantage"), and Camco Acquisition
Corp., an Ohio corporation formed as a wholly-owned subsidiary of Camco
("Acquisition Corp."), entered into an Agreement and Plan of Reorganization (the
"Agreement") (including an Agreement of Merger) which sets forth the terms and
conditions under which Acquisition Corp. will merge with and into CFKY, CFKY
will merge with and into Camco, and Columbia Federal will merge with and into
Advantage (the "Merger").
The Agreement provides that upon consummation of the Merger, and
subject to certain further terms, conditions, limitations and procedures set
forth in the Agreement, each common share of CFKY ("CFKY Common Shares")
outstanding immediately prior to the effective time of the Merger shall be
cancelled and extinguished. Each of such shares (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) shall, by virtue of the Merger, and
without any further action by the holder thereof, be converted into and
represent the right to receive cash in the amount of $6.90 and .3681 shares of
Camco, subject to adjustment under certain circumstances.
Consummation of the Merger is subject to the approval of the
shareholders of CFKY and the receipt of all required regulatory approvals, as
well as other customary conditions.
The Agreement and the press release issued by Camco and CFKY on June 5,
2001, regarding the Merger are attached as exhibits to this report 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.
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.
-2-
3
This Form 8-K does not constitute an offer of any securities for sale.
Item 7. Financial Statements and Exhibits.
(a) and (b). Not applicable.
(c) Exhibits.
See Index to Exhibits.
-3-
4
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.
COLUMBIA FINANCIAL OF KENTUCKY, INC.
By: /s/ Robert V. Lynch
---------------------------------
Robert V. Lynch, President
Date: June 5, 2001
-4-
5
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
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
-5-