SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 000-16614
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Camco Financial & Subsidiaries Salary Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Camco Financial Corporation
6901 Glenn Highway
Cambridge, Ohio 43725
REQUIRED INFORMATION
The following financial statements and supplemental schedules for
Camco Financial and Subsidiaries Salary Savings Plan are being filed herewith:
Description
Contents of Financial Statements
Report of Independent Auditors
Statements of Net Assets Available for
Benefits at December 31, 2003 and December 31,
2002
Statement of Changes in Net Assets Available
for Benefits for the Year Ended December
31, 2003
Notes to Financial Statements
Schedule H, Line 4i - Schedule of Assets
(Held at End of Year)
The following exhibit is being filed herewith:
Exhibit No. Description
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23 Consent of Independent Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Trustees
Camco Financial & Subsidiaries
Salary Savings Plan
Cambridge, Ohio
We have audited the accompanying statements of net assets available for benefits
of the Camco Financial & Subsidiaries Salary Savings Plan (Plan) as of December
31, 2003 and 2002 and the related statement of changes in net assets available
for benefits for the year ended December 31, 2003. These financial statements
are the responsibility of the plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2003 and 2002, and the changes in net assets available for benefits
for the year ended December 31, 2003 in conformity with U.S. generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Schedule H,
Line 4i - Schedule of Assets (Held At End Of Year) is presented for the purpose
of additional analysis and is not a required part of the basic financial
statements but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the 2003 financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic 2003 financial statements taken as a whole.
/s/ Crowe Chizek and Company LLC
Crowe Chizek and Company LLC
Columbus, Ohio
May 6, 2004
CAMCO FINANCIAL & SUBSIDIARIES
SALARY SAVINGS PLAN
Cambridge, Ohio
FINANCIAL STATEMENTS
December 31, 2003 and 2002
Cambridge, Ohio
FINANCIAL STATEMENTS
December 31, 2003 and 2002
CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM..................... 1
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS ........................ 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS .............. 3
NOTES TO FINANCIAL STATEMENTS .......................................... 4
SUPPLEMENTAL INFORMATION
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR).......... 9
CAMCO FINANCIAL & SUBSIDIARIES
SALARY SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2003 and 2002
- --------------------------------------------------------------------------------
2003 2002
---- ----
ASSETS
Investments (Note 4) $ 11,583,579 $ 8,849,825
Receivables
Employee contribution 20,976 25,451
Employer matching contribution 10,957 13,059
Employer profit sharing contribution -- 86,944
------------ -----------
31,933 125,454
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NET ASSETS AVAILABLE FOR BENEFITS $ 11,615,512 $ 8,975,279
============ ===========
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See accompanying notes to financial statements.
1.
CAMCO FINANCIAL & SUBSIDIARIES
SALARY SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2003
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ADDITIONS TO NET ASSETS ATTRIBUTED TO
Net appreciation in fair value of investments (Notes 2 and 4) $ 2,082,340
Interest and dividends 235,932
-----------
2,318,272
Contributions
Employer 311,942
Participants 618,151
Rollovers 23,600
-----------
953,693
-----------
Total additions 3,271,965
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO
Administrative expenses 39,038
Benefits paid to participants 592,694
-----------
Total deductions 631,732
NET INCREASE 2,640,233
NET ASSETS AVAILABLE FOR BENEFITS
BEGINNING OF YEAR 8,975,279
-----------
END OF YEAR $11,615,512
===========
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See accompanying notes to financial statements.
2.
CAMCO FINANCIAL & SUBSIDIARIES
SALARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002
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NOTE 1 - DESCRIPTION OF PLAN
The following description of the Camco Financial & Subsidiaries Salary Savings
Plan (the "Plan") provides only general information. Participants should refer
to the Plan agreement for a more complete description of the Plan's provisions.
General: The Plan is a defined-contribution plan covering all employees of Camco
Financial & Subsidiaries and related subsidiaries, collectively referred to as
the "Company." The Plan requires employees to complete one year of service
(1,000 hours or more) to participate in the Plan. It is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions: Each year, participants may contribute up to 92% of their pretax
annual compensation to the Plan, subject to certain limitations. The Plan also
allows any participant who has attained age 50 by the end of the Plan year to
make catch-up contributions in accordance with Code Section 414(v). Participants
may also contribute amounts representing distributions from other qualified
defined benefit or defined contribution plans. The Company makes a matching
contribution equal to 100% of 401(k) deferrals made up to the first 3% of base
compensation and 50% of 401(k) deferrals from 3.01% to 5% of base compensation.
The Company may make an additional employer discretionary contribution.
Contributions are subject to certain Internal Revenue Code ("IRC") limitations.
Investment Options: The Plan allows participants to direct the investment of
their plan assets, including half of their employer discretionary and all of
their 401(k) deferrals and employer matching contributions, among several
different investment options offered by the Plan, including Camco Financial
Corporation common stock. The other half of the employer discretionary
contribution is trustee directed and invested solely in Camco Financial
Corporation common stock.
Participant Accounts: Each participant's account is credited with the
participant's own contribution, and an allocation of (a) the Company's
contributions and (b) investment income. Allocation of the Company's
contributions and investment income is based upon participants' compensation and
account balances, respectively. The benefit to which a participant is entitled
is the benefit that can be provided from the participant's account.
Retirement, Death, and Disability: A participant is entitled to 100% of his or
her account balance upon retirement (at normal retirement age), death, or
disability.
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(Continued)
3.
CAMCO FINANCIAL & SUBSIDIARIES
SALARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002
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Forfeited Accounts: Forfeitures of terminated participants' nonvested employer
profit sharing accounts are used to reduce employer contributions. As of
December 31, 2003 and 2002, forfeitures totaled $31,177 and $21,572,
respectively.
Vesting: Participants are immediately vested in their own 401(k) contributions,
employer matching contributions made after December 31, 1997 and any Pension
Plan rollovers, plus actual earnings thereon. Vesting in the remainder of their
account is based on years of credited service. A participant is 100% vested
after six years of credited service in accordance with the table below:
Years of Service % Vested
---------------- --------
1 0
2 20
3 40
4 60
5 80
6 100
Payment of Benefits: Upon termination of service, a participant may elect to
receive payment of their vested benefits, as a lump-sum payment.
Loan Provisions: The Plan provides that participants can borrow funds against
their vested account balance. These loans are limited to the lesser of $50,000
or 50% of the participant's vested account balance. The loan must be repaid
within five years, and the loan must bear interest at a reasonable rate.
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(Continued)
4.
CAMCO FINANCIAL & SUBSIDIARIES
SALARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002
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NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
The principles and policies that significantly affect the determination of net
assets available for benefits and results of operations are summarized below.
Accounting Method: The accounting principles followed by the Plan conform to
U.S. generally accepted accounting principles. The financial statements were
prepared using the accrual method of accounting.
Income and Expense Recognition: Investment income includes dividends, interest,
gains or losses realized on the sale of plan assets and unrealized gains and
losses of assets held the entire plan year. Employer and employee contributions
and expenses payable are recognized on the accrual method. Benefits to
participants are recorded when paid.
Valuation of Investments: Quoted market prices are used to value the Plan's
investments in mutual funds and common stock. Participant loans are carried at
their outstanding principal balance, which approximates fair value. The Plan's
investment in the common/collective investment fund is valued based upon the
Plan's proportional share of the common/collective fund's underlying asset which
is another common/collective fund. The underlying common/collective fund is
valued based upon the fair market value of that fund's underlying assets.
Purchases and sales of securities are recorded on a trade-date basis.
Estimates: The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts and disclosures and actual
results could differ from those estimates. It is at least reasonably possible
that a significant change may occur in the near term for the estimates of
investment valuation.
Risk and Uncertainties: The Plan provides for various investment options
including any combination of mutual funds, Camco Financial Corporation common
stock, common/collective funds and other investment securities. The underlying
investment securities are exposed to various risks, such as interest rate,
market and credit risks. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to changes in the
value of investment securities, it is at least reasonably possible that changes
in the values of investment securities will occur in the near term and that such
changes could materially affect the amounts reported in the statement of net
assets available for benefits and participants' individual account balances.
Concentration of Credit Risk: At December 31, 2003, approximately 42% of the
Plan's assets were invested in Camco Financial Corporation common stock.
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(Continued)
5.
CAMCO FINANCIAL & SUBSIDIARIES
SALARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002
- --------------------------------------------------------------------------------
NOTE 3 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA and its related regulations. In the
event of a plan termination, participants will become 100% vested in their
accounts.
NOTE 4 - INVESTMENTS
The following table presents investments that represent 5% or more of the Plan's
net assets.
December 31,
------------
2003 2002
---- ----
INVESTMENTS AT FAIR VALUE AS DETERMINED BY QUOTED MARKET PRICES
Mutual funds
Dreyfus Founders Discovery Fund $ 713,276 $ 421,725
Gabelli Growth Fund 851,347 542,536
Neuberger Berman Genesis Trust Fund 833,238 582,134
Scudder Growth & Income Fund 1,074,126 792,498
Common/collective funds
MCM Stable Value Portfolio 733,385 621,981
Common stock
Camco Financial Corporation 4,380,839 3,686,549
Camco Financial Corporation * 544,364 409,652
* Nonparticipant directed investment
During 2003, the Plan's investments earned interest and dividend income of
$235,932.
Also during 2003, the Plan's investments (including investments bought and sold,
as well as held during the year) appreciated in value by $2,082,340 for the year
ended December 31, 2003 as follows:
Mutual funds $ 1,148,794
Common/collective fund 26,655
Common stock 906,891
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$ 2,082,340
=============
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(Continued)
6.
CAMCO FINANCIAL & SUBSIDIARIES
SALARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002
- --------------------------------------------------------------------------------
NOTE 5 - NONPARTICIPANT - DIRECTED INVESTMENTS
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments is as follows.
December 31,
------------
2003 2002
---- ----
Net assets:
Common stock $ 544,364 $ 409,652
Year ended
December 31, 2003
-----------------
Changes in net assets
Contributions $ 43,552
Loan principal payments 1,687
Dividends and Interest 17,223
Net appreciation 93,161
Benefits paid to participants (18,032)
Participant loans issued (2,850)
Administrative expenses (29)
------------
$ 134,712
NOTE 6 - RELATED PARTY TRANSACTIONS
Parties-in-interest are defined under DOL regulations as any fiduciary of the
Plan, any party rendering service to the Plan, the employer, and certain others.
The Company pays certain administrative fees on behalf of the Plan. Fees paid by
the Plan to Citistreet, the Plan recordkeeper and custodian, for investment
management services amounted to $39,038 for the year ended December 31, 2003.
The Plan held the following party-in-interest investments (at fair value) at
December 31, 2003 and 2002:
2003 2002
---- ----
Camco Financial Corporation common stock $ 4,925,203 $ 4,096,201
CitiStreet S&P 500 Fund 77,748 24,627
Participant Loans 111,429 127,541
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(Continued)
7.
CAMCO FINANCIAL & SUBSIDIARIES
SALARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002
- --------------------------------------------------------------------------------
NOTE 7 - TAX STATUS
The Plan document has been restated for recent law changes. The plan sponsor
adopted the restated version of a non-standardized prototype plan document. The
Internal Revenue Service has determined and informed the prototype plan sponsor,
by a letter dated June 5, 2002, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC).
The Plan administrator believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
NOTE 8 - TERMINATED PARTICIPANTS
Included in net assets available for benefits are amounts allocated to
individuals who have elected to withdraw from the Plan, but have not been paid.
As of December 31, 2003 and 2002, amounts allocated to these individuals totaled
$48,007 and $404, respectively.
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(Continued)
8.
SUPPLEMENTAL INFORMATION
- --------------------------------------------------------------------------------
9.
CAMCO FINANCIAL & SUBSIDIARIES
SALARY SAVINGS PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
December 31, 2003
- --------------------------------------------------------------------------------
Name of plan sponsor: Camco Financial & Subsidiaries
--------------------------------------------
Employer identification number: 51-0110823
--------------------------------------------
Three-digit plan number: 002
--------------------------------------------
(c)
Description of
Investment Including
(b) Maturity Date, Rate of (e)
Identity of Issuer, Borrower, Interest, Collateral, Par (d) Current
(a) Lessor, or Similar Party or Maturity Value Cost Value
- --- ------------------------ ----------------- ---- -----
* Camco Financial Corporation Common stock,
284,201 shares $ 2,924,327 $ 4,925,203
Founders Asset Management, Inc. Dreyfus Founders Balanced
Fund, Shares of mutual fund @ 268,498
Founders Asset Management, Inc. Dreyfus Founders Discovery
Fund, Shares of mutual fund @ 713,276
Gabelli Funds LLC Gabelli Growth Fund,
Shares of mutual fund @ 851,347
Janus Capital Management Janus Twenty Fund,
Shares of mutual fund @ 530,615
Loomis Sayles & Co., Inc. Loomis Sayles Bond Fund,
Shares of mutual fund @ 127,999
Gartmore Trust MCM Stable Value Portfolio,
Shares of common/
collective fund @ 733,385
Neuberger Berman Management, Inc. Neuberger Berman Genesis
Trust, Shares of mutual fund @ 883,238
ING Investments ING GNMA Income Fund,
Shares of mutual fund @ 119,496
Scudder Investments Scudder Growth & Income Fund,
Shares of mutual fund @ 1,074,126
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* Denotes party-in-interest
@ Participant-directed investment. Cost basis disclosure is not required.
(Continued)
10.
CAMCO FINANCIAL & SUBSIDIARIES
SALARY SAVINGS PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
December 31, 2003
- --------------------------------------------------------------------------------
Name of plan sponsor: Camco Financial & Subsidiaries
--------------------------------------------
Employer identification number: 51-0110823
--------------------------------------------
Three-digit plan number: 002
--------------------------------------------
(c)
Description of
Investment Including
(b) Maturity Date, Rate of (e)
Identity of Issuer, Borrower, Interest, Collateral, Par (d) Current
(a) Lessor, or Similar Party or Maturity Value Cost Value
- --- ------------------------ ----------------- ---- -----
Scudder Investments Scudder International Fund,
Shares of mutual fund @ 509,770
Columbia Funds Columbia Intermediate
Bond Fund, Shares of
mutual fund @ 184,878
Credit Suisse Asset Management Credit Suisse Global
Fixed-Income Fund,
Shares of mutual fund @ 148,508
Founders Asset Management, Inc. Dreyfus Premier Core
Value Fund, Shares of
mutual fund @ 147,781
J.P. Morgan Funds JP Morgan Fleming
Emerging Markets, Shares
of mutual fund @ 176,282
* Smith Barney Fund Management CitiStreet S&P 500 Fund,
Shares of mutual fund @ 77,748
* Plan participants Participant loans bearing
interest at 6.0% to 11.5% - 111,429
------------------
$ 11,583,579
- -------------------------------------------------------------------------------
* Denotes party-in-interest
@ Participant-directed investment. Cost basis disclosure is not required.
11.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAMCO FINANCIAL AND SUBSIDIARIES
SALARY SAVINGS PLAN
By its Administrator: Camco Financial Corporation
Date: June 25, 2004 By: /s/ Mark A. Severson
----------------------------------------------
Mark A. Severson, Chief Financial Officer
CAMCO FINANCIAL AND SUBSIDIARIES
SALARY SAVINGS PLAN
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2003
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
23 Consent of Independent Registered Public Accounting Firm