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, 2004
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
Statement of Changes in Net Assets Available
for Benefits
Notes to Financial Statements
Schedule H, Line 4i - Schedule of Assets
(Held at End of Year)
The following exhibits are being filed herewith:
Exhibit No. Description
- ---------- -----------
23.1 Consent of Independent Registered Public Accounting Firm
23.2 Consent of Independent Registered Public Accounting Firm
CAMCO FINANCIAL & SUBSIDIARIES
SALARY SAVINGS PLAN
FINANCIAL REPORT
DECEMBER 31, 2004 AND 2003
CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS PLAN
CONTENTS
Report Letters 1
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-7
Schedule of Assets Held at Year End 8-9
Report of Independent Registered Public Accounting Firm
To the Plan Administrator
Camco Financial & Subsidiaries Salary Savings Plan
Cambridge, Ohio
We have audited the accompanying statement of net assets available for benefits
of Camco Financial & Subsidiaries Salary Savings Plan as of December 31, 2004
and the related statement of changes in net assets available for benefits for
the year then ended. 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 audit. The financial statements of Camco
Financial & Subsidiaries Salary Savings Plan as of December 31, 2004, were
audited by other auditors whose report dated May 6, 2004, expressed an
unqualified opinion on those statements.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits 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
audit provides a reasonable basis for our opinion.
In our opinion, the 2004 financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan as
of December 31, 2004 and the changes in net assets available for benefits for
the year then ended, in conformity with accounting principles generally accepted
in the United States of America.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental 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 2004 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. This
supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole
/s/ David L. Scheffler
Plante & Moran, PLLC
Columbus, Ohio
June 10, 2005
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Trustees
Camco Financial & Subsidiaries
Salary Savings Plan
Cambridge, Ohio
We have audited the accompanying statement of net assets available for benefits
of the Camco Financial & Subsidiaries Salary Savings Plan (the Plan) as of
December 31, 2003 and the related statement of changes in net assets available
for benefits for the year then ended. 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 audit.
We conducted our audit 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 audit provides 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 the changes in net assets available for benefits for the
year then ended in conformity with U.S. generally accepted accounting
principles.
/s/ Crowe Chizek and Company LLC
Crowe Chizek and Company LLC
Columbus, Ohio
May 6, 2004
CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31
-------------------------------------
2004 2003
----------------- -----------------
ASSETS
Non-participant directed investments
Employer securities $ 481,869 $ 544,364
Participant loans 5,663 7,122
Participant directed investments
Common/collective funds 781,913 733,384
Mutual funds 6,961,128 5,813,563
Employer securities 3,919,079 4,380,839
Participant loans 96,087 104,307
----------------- -----------------
Total investments 12,245,739 11,583,579
Contributions receivable
Employee contribution 23,164 20,976
Employer matching contribution 11,356 10,957
----------------- -----------------
Total contributions receivable 34,520 31,933
----------------- -----------------
NET ASSETS AVAILABLE FOR BENEFITS $ 12,280,259 $ 11,615,512
================= =================
See Notes to Financial Statements.
2
CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended Year Ended
December 31, December 31,
------------- --------------
2004 2003
------------- --------------
ADDITIONS
Contributions
Participant directed - Employee elective $ 608,988 $ 618,151
Participant directed - Employer matching 305,467 311,942
Participant directed - Rollover 81,836 23,600
Interest and dividends
Non-participant directed 18,456 17,223
Participant directed 286,175 218,709
Net appreciation (depreciation) in fair value of investments
Non-participant directed (61,013) 93,161
Participant directed 115,148 1,989,179
------------- --------------
Total additions, net 1,355,057 3,271,965
DEDUCTIONS
Benefit payments to participants
Non-participant directed 21,366 20,882
Participant directed 627,265 571,812
Administrative expenses
Non-participant directed - Employer securities 31 29
Participant directed 41,648 39,009
------------- --------------
Total deductions 690,310 631,732
------------- --------------
NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 664,747 2,640,233
NET ASSETS AVAILABLE FOR BENEFITS - Beginning of year 11,615,512 8,975,279
------------- --------------
NET ASSETS AVAILABLE FOR BENEFITS - End of year $ 12,280,259 $ 11,615,512
============= ==============
See Notes to Financial Statements.
3
CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
NOTE 1 - DESCRIPTION OF THE PLAN
The following brief description of the Camco Financial &
Subsidiaries Salary Savings Plan (the Plan) is provided for
general information only. Participants should refer to the plan
document 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 (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
percent of pretax annual compensation, 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 the Internal Revenue Code.
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.
PARTICIPANT ACCOUNTS - Each participant's account is credited
with the participant's own contribution, and an allocation of the
Company's contributions and plan earnings and expenses.
Allocation of the Company's contributions and plan earnings and
expenses 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 vested account.
FORFEITED ACCOUNTS - Forfeitures of terminated participants'
non-vested employer profit sharing accounts are used to reduce
employer contributions.
VESTING - Participants are immediately vested in their own 401(k)
contributions and 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.
PAYMENT OF BENEFITS - On termination of service due to death,
disability, retirement, or other reasons, a participant may elect
to receive payment of their vested benefits as a lump sum
payment.
4
CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
NOTE 1 - DESCRIPTION OF THE PLAN (CONTINUED)
PARTICIPANT LOANS - The Plan allows participants to borrow money
from the Plan, in amounts not to exceed one-half of the
participant's vested account balance. Participants cannot have
more than one loan from the Plan at any time and initial loans
must be for at least $1,000, with a maximum of $50,000, as
determined by the IRS.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
Following are the significant accounting policies followed by the
Plan:
BASIS OF PRESENTATION - The financial statements of the Plan are
prepared under the accrual method of accounting.
ASSETS AND LIABILITIES - Accounting policies relative to the
basis of recording assets and liabilities conform with Department
of Labor guidelines. Additionally, the Plan invests in employer
stock as well as certain investments managed by Smith Barney
Corporate Trust Company or its affiliates. Smith Barney Trust
Company is the trustee of the Plan and, therefore, these
transactions qualify as party-in-interest transactions as defined
under ERISA guidelines.
CHANGE IN NET ASSETS - Employer and employee contributions and
expenses payable are recognized on the accrual method. Benefits
to participants are recorded when paid. Administrative expenses
are recorded when incurred.
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 accounting principles generally accepted in the United
States of America requires the Plan administrator to make
estimates and assumptions that affect certain reported amounts
and disclosures. Accordingly, actual results may differ from
these estimates.
5
CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
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, 2004,
approximately 36% of the Plan's assets were invested in Camco
Financial Corporation common stock.
RECLASSIFICATIONS - Certain prior year classifications have been
changed to correspond with 2004 classifications.
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 - 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 has not individually sought its own
determination letter.
The Plan administrator believes that the Plan is designed and is
currently being operated in compliance with the applicable
requirements of the IRC.
6
CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
NOTE 5 - SIGNIFICANT INVESTMENTS AT FAIR VALUE
Significant investments at fair value at December 31, 2004 and
2003, are listed as follows:
December 31 December 31
2004 2003
------------- -------------
Camco Financial Corporation common stock $ 3,919,079 $ 4,380,839
Growth Fund of America $ 1,731,956 $ -
Investment Company of America $ 1,006,468 $ -
Neuberger Berman Genesis Trust Fund $ 1,005,190 $ 833,238
MCM Stable Value Portfolio $ 781,913 $ 733,385
Dreyfus Founders Discovery Fund $ 762,339 $ 713,276
Europacific Growth Fund $ 622,324 $ -
Camco Financial Corporation common stock* $ 481,869 $ 544,364
- ----------
* Non-participant directed investment
7
CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS
SCHEDULE OF ASSETS HELD AT YEAR END
FORM 5500, SCHEDULE H, ITEM 4i
EIN 51-0110823, PLAN 002
DECEMBER 31, 2004
(c)
DESCRIPTION OF INVESTMENT,
(a), (b) INCLUDING MATURITY DATE,
IDENTITY OF ISSUER, BORROWER RATE OF INTEREST, COLLATERAL, (d) (e)
LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE COST CURRENT VALUE
- ------------------------------------ --------------------------------------------------- ------------ -------------
Non-participant directed investments
** Camco Financial Corporation Common stock, 31,290.184 shares $ 334,816 $ 481,869
** Plan Participants Participant loans bearing interest at
6.0% to 11.5% - 5,663
Participant directed investments
** Camco Financial Corporation Common stock, 254,485.642 shares * 3,919,079
Smith Barney Corporate Trust Co. Common/collective fund - MCM Stable Value Portfolio * 781,913
Smith Barney Corporate Trust Co. Mutual fund - Europacific Growth Fund * 622,324
Smith Barney Corporate Trust Co. Mutual fund - Investment Company of America * 1,006,468
Smith Barney Corporate Trust Co. Mutual fund - Washington Mutual Investor * 257,949
Smith Barney Corporate Trust Co. Mutual fund - Growth Fund of America * 1,731,956
Smith Barney Corporate Trust Co. Mutual fund - Dreyfus Founders Discovery Fund * 762,339
Smith Barney Corporate Trust Co. Mutual fund - American Balanced Fund * 603,661
Smith Barney Corporate Trust Co. Mutual fund - Loomis Sayles Bond Fund * 146,467
Smith Barney Corporate Trust Co. Mutual fund - Neuberger Berman Genesis Trust * 1,005,190
8
CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS
SCHEDULE OF ASSETS HELD AT YEAR END
FORM 5500, SCHEDULE H, ITEM 4i
EIN 51-0110823, PLAN 002
DECEMBER 31, 2004
(c)
DESCRIPTION OF INVESTMENT,
(a), (b) INCLUDING MATURITY DATE,
IDENTITY OF ISSUER, BORROWER RATE OF INTEREST, COLLATERAL, (d) (e)
LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE COST CURRENT VALUE
- ---------------------------------- ---------------------------------------------------- ------ -------------
Participant directed investments,
continued
Smith Barney Corporate Trust Co. Mutual fund - ING GNMA Income Fund * 118,427
Smith Barney Corporate Trust Co. Mutual fund - Columbia Intermediate Bond Fund * 132,219
Smith Barney Corporate Trust Co. Mutual fund - Credit Suisse Global Fixed-Income Fund * 176,430
Smith Barney Corporate Trust Co. Mutual fund - T. Rowe Price International Bond Fund * 4,420
Smith Barney Corporate Trust Co. Mutual fund - J.P. Morgan Fleming Emerging Markets * 261,682
**Smith Barney Corporate Trust Co. Mutual fund - CitiStreet S&P 500 Fund * 131,596
** Plan participants Participant loans bearing interest at 6.0% to 11.5% * 96,087
------------
TOTAL INVESTMENTS $ 12,245,739
============
- ----------
* Cost information not required
** Denotes party-in-interest
9
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 28, 2005 By: /s/ Richard C. Baylor
----------------------------------
Richard C. Baylor,
Chief Executive Officer
CAMCO FINANCIAL AND SUBSIDIARIES
SALARY SAVINGS PLAN
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2004
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
23.1 Consent of Independent Registered Public Accounting Firm
23.2 Consent of Independent Registered Public Accounting Firm