CAMCO FINANCIAL CORPORATION
401(k) SALARY SAVINGS PLAN
Cambridge, Ohio
FINANCIAL STATEMENTS
December 31, 1999 and 1998
Cambridge, Ohio
FINANCIAL STATEMENTS
December 31, 1999 and 1998
CONTENTS
REPORT OF INDEPENDENT AUDITORS ........................................... 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
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES .......... 9
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS ...................... 10
REPORT OF INDEPENDENT AUDITORS
Trustees
Camco Financial Corporation
401(k) Salary Savings Plan
Cambridge, Ohio
We were engaged to audit the financial statements and supplemental schedules of
Camco Financial Corporation 401(k) Salary Savings Plan as of December 31, 1999
and for the year then ended. These financial statements and supplemental
schedules are the responsibility of the plan's management. Our responsibility is
to express an opinion on these financial statements based on our audit. The
statement of net assets available for benefits as of December 31, 1998 was
audited by other auditors whose report dated February 19, 1999 expressed an
unqualified opinion on that statement.
We conducted our audit in accordance with generally accepted auditing standards.
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 1999 financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan as
of December 31, 1999, and the changes in net assets available for benefits for
the year then ended in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic 1999
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are 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 schedules
have been subjected to the auditing procedures applied in the audit of the basic
1999 financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/Crowe, Chizek and Company LLP
Oak Brook, Illinois
February 24, 2000
1.
CAMCO FINANCIAL CORPORATION
401(k) SALARY SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1999 and 1998
1999 1998
---- ----
ASSETS
Investments, at fair value (Note 2) $8,152,201 $6,873,784
Investments, at estimated fair value (Note 2) 117,437 77,226
--------- ---------
Total investments 8,269,638 6,951,010
Receivables
Employee contribution 18,532 39,621
Employer contribution 8,556 21,207
Accrued interest 14,937 13,647
--------- ---------
42,025 74,475
Cash 21 9
--------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $8,311,684 $7,025,494
========= =========
See accompanying notes to financial statements.
2.
CAMCO FINANCIAL CORPORATION
401(k) SALARY SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 1999
Additions to net assets attributed to
Net depreciation in fair value
of investments (Note 2 and 4) $ (188,306)
Interest and dividends 450,734
---------
262,428
Contributions
Employer 545,600
Participant 454,383
Rollovers 162,371
---------
1,162,354
Total additions 1,424,782
Deductions from net assets attributed to
Benefits paid to participants 138,592
---------
Net increase 1,286,190
Net assets available for benefits
Beginning of year 7,025,494
---------
End of year $8,311,684
=========
See accompanying notes to financial statements.
3.
CAMCO FINANCIAL CORPORATION
401(k) SALARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
NOTE 1 - DESCRIPTION OF PLAN
The following description of the Camco Financial Corporation 401(k) 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 full-time
employees of Camco Financial Corporation and related subsidiaries, collectively
referred to as "the Company." The Plan requires one year of service (1,000 hours
or more) to share in the matching contribution. Participants are immediately
eligible to make deferrals to 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 15 percent of their
pretax annual compensation to the Plan. Participants may also contribute amounts
representing distributions from other qualified defined benefit or defined
contribution plans. The Company contributes 100 percent of 401(k) deferrals up
to the first three percent of base compensation and contributes 50 percent of
401(k) deferrals up to the next two percent of base compensation. Contributions
are subject to certain Internal Revenue Code ("IRC") limitations.
Investment Options: The Plan allows participants to self-direct the investment
of their plan assets, including employer discretionary and matching
contributions among several different investment options offered by the Plan.
Participants may change their investments quarterly.
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.
Forfeited Accounts: Forfeitures of terminated participants' nonvested matching
accounts for years prior to 1998 are used to reduce the employer's subsequent
contributions for the current plan year. For the years ended December 31, 1999
and 1998, employer contributions were reduced by $13,898 and $0, respectively,
from forfeited nonvested matching accounts. Forfeitures of terminated
participants' nonvested employer profit sharing accounts are reallocated to all
eligible participants.
(Continued)
4.
CAMCO FINANCIAL CORPORATION
401(k) SALARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
NOTE 1 - DESCRIPTION OF PLAN (Continued)
Vesting: Participants are immediately vested in their own contributions and
employer match after December 31, 1997, including 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 in any of the following forms: (a) a
lump sum payment in cash or property; (b) a life annuity; (c) a life annuity
with a period certain of 10, 15, or 20 years; (d) a joint 50%, 66 2/3%, or 100%
survivor annuity; or (e) any combination of (a) through (d).
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 loan interest at a reasonable rate.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
The principles and policies which significantly affect the determination of net
assets available for benefits and results of operations are summarized below.
Accounting Method: The accounting principles and procedures followed by the Plan
conform to generally accepted accounting principles. The financial statements
were prepared using the accrual method of accounting.
Income and Expense Recognition: Investment income is derived from 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.
(Continued)
5.
CAMCO FINANCIAL CORPORATION
401(k) SALARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (Continued)
Valuation of Investments: Quoted market prices are used to value the Plan's
investments. Participant loans are carried at their outstanding principal
balance, which approximates fair value.
Estimates: The preparation of financial statements in conformity with 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
New Accounting Standard: During the plan year ended December 31, 1999, the Plan
adopted the requirements of the American Institute of Certified Public
Accountants Statement of Position 99-3, "Accounting and Reporting of Certain
Defined Contribution Plan Investments and Other Disclosure Matters" ("the SOP").
The SOP eliminates the requirement for the financial statements to present plan
investments by fund for participant-directed investments. The 1998 statement of
net assets available for benefits has been reclassified to be comparative.
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 plan termination, participants will become 100% vested in their
accounts.
(Continued)
6.
CAMCO FINANCIAL CORPORATION
401(k) SALARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
NOTE 4 - INVESTMENTS
The following table presents investments that represent 5% or more of the Plan's
net assets.
December 31,
1999 1998
---- ----
Investments at fair value as determined by
quoted market prices
Mutual funds
Acorn Fund $1,323,868 $1,257,233
Fidelity Blue Chip Growth Fund 1,008,098 639,824
Vanguard Wellington Fund 610,128 543,220
Vanguard 500 Index Trust Fund 1,644,287 1,040,260
Common stock
Camco Financial Corporation 2,079,684 2,225,153
Certificate of deposit
Cambridge Savings Bank 847,703 803,350
During 1999, the Plan's investments had interest and dividend income of
$450,734.
Also during 1999, the Plan's investments (including investments bought and sold,
as well as held during the year) depreciated in value by $188,306 for the year
ended December 31, 1999 as follows:
Mutual funds $ 567,939
Common stock (756,245)
--------
$(188,306)
========
NOTE 5 - 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.
(Continued)
7.
CAMCO FINANCIAL CORPORATION
401(k) SALARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
NOTE 5 - RELATED PARTY TRANSACTIONS (Continued)
The Plan held the following party-in-interest investments (at fair value) at
December 31, 1999 and 1998:
1999 1998
---- ----
Camco Financial Corporation common stock $2,079,684 $2,225,153
Cambridge Savings Bank certificate of deposit 847,703 803,350
First Federal Washington Court House
certificate of deposit 116,131 110,841
Plan transactions with parties-in-interest during 1999 were as follows:
Camco Financial Corporation common stock
Purchases $666,591
Sales 55,815
NOTE 6 - TAX STATUS
The Internal Revenue Service has determined and informed the Plan by a letter
dated August 9, 1995 that the Plan and related trust are designed in accordance
with applicable sections of the Internal Revenue Code (IRC). The Plan has been
amended since receiving the favorable determination letter. However, the plan
administrator believes that the Plan is designed and is currently being operated
in compliance with the applicable requirements of the IRC.
NOTE 7 - TERMINATED PARTICIPANTS
Included in the net assets available for benefits are amounts allocated to
individuals who have requested a distribution from the Plan but have not been
paid as of December 31, 1999. Amounts allocated to these participants were
$34,084 at December 31, 1999.
NOTE 8 - SUBSEQUENT EVENTS
Effective January 6, 2000, the Company merged with Westwood Homestead Financial
Corporation and the Westwood Homestead Savings Bank ("the Bank"). Employees of
the Bank will be eligible to participant in the Plan as of April 14, 2000. The
Bank's existing plans will be merged with and into the Camco Financial
Corporation 401(k) Salary Savings Plan, with the Plan being the surviving plan.
8.
SUPPLEMENTAL INFORMATION
CAMCO FINANCIAL CORPORATION
401(k) SALARY SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1999
Name of plan sponsor: Camco Financial Corporation
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 $2,882,925 $2,079,684
Acorn Fund Mutual Funds 1,096,816 1,323,868
Fidelity Blue Chip Growth Fund Mutual Funds 696,016 1,008,098
Templeton Foreign Fund Mutual Funds 151,584 177,992
Vanguard Wellington Fund Mutual Funds 618,866 610,128
Vanguard 500 Index Trust Fund Mutual Funds 1,019,055 1,644,287
* Cambridge Savings Bank Certificate of deposit 847,703 847,703
* First Federal Washington Court House Certificate of deposit 116,131 116,131
Fidelity US Treasury Income Fund U.S. Treasury Obligations 344,310 344,310
Participant notes Bearing interest at 8% to10% - 117,437
---------
$8,269,638
=========
* Denotes party-in-interest
9.
CAMCO FINANCIAL CORPORATION
401(k) SALARY SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
Year ended December 31, 1998
Name of plan sponsor: Camco Financial Corporation
Employer identification number: 51-0110823
Three-digit plan number: 002
(f) (h)
(a) Expense Current Value
Identity of (c) (d) (e) Incurred (g) of Asset on (i)
Party (b) Purchase Selling Lease With Cost Transaction Net Gain
Involved Description of Asset Price Price Rental Transaction of Asset Date or (Loss)
-------- -------------------- ----- ----- ------ ----------- -------- ---- ---------
Camco Common stock
Financial Camco Financial Corporation
Corpora- Series of purchases $ 666,591 $ - $ - $ - $ 666,591 $ 666,591 $ -
tion Series of sales - 55,815 - - 84,632 55,815 (28,817)
Acorn Registered investment companies
Family Acorn Fund
of Funds Series of purchases 625,147 - - - 625,147 625,147 -
Series of sales - 706,665 - - 635,425 706,665 71,240
The Vanguard 500 Index Trust Fund
Vanguard Series of purchases 441,392 - - - 441,392 441,392 -
Group, Inc. Series of sales - 72,754 - - 61,868 72,754 10,886
Fidelity Fidelity U.S. Treasury Income Fund
Invest- Series of purchases 2,614,270 - - - 2,614,270 2,614,270 -
ments Series of sales - 2,481,950 - - 2,481,950 2,481,950 -
10.