UNITED STATES
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): December 15, 2004
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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 (Commission File No.) (IRS Employer I.D. No.)
of 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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Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item 4.01. Changes in Registrant's Certifying Accountant.
Earlier this year, the Audit Committee of Camco Financial Corporation ("Camco")
determined that, as part of its fiduciary duty to Camco and its shareholders, it
should evaluate the costs and audit and tax services offered by several other
independent accounting firms. Therefore, the Audit Committee directed management
to obtain requests for proposals from several independent accounting firms for
audits related to fiscal years 2005-2007. On December 15, 2004, after management
discussed with Grant Thornton LLP, Camco's current auditors ("Grant Thornton"),
Camco's intent to request such a proposal from Grant Thornton, Grant Thornton
indicated that it did not choose to participate in the proposal process and
would resign as the independent registered public accounting firm of Camco
Financial Corporation ("Camco") after completion of its Grant Thornton's audit
and tax services for the fiscal year ending December 31, 2004. Camco is
continuing to obtain proposals for its audit and has not chosen a new auditor at
this time.
During Camco's two most recent fiscal years and the subsequent interim period
through the date of Grant Thornton's resignation on December 15, 2004, there
were no disagreements between Camco and Grant Thornton on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement if not resolved to Grant Thornton's
satisfaction, would have caused Grant Thornton to make reference to the subject
matter of the disagreement in connection with its reports.
During the fiscal years ended December 31, 2003 and 2002 and through December
15, 2004, except as noted in this paragraph, there have been no reportable
events (as defined in Regulation S-K Item 304(a)(1)(v)). In the third quarter of
2003, in connection with Grant Thornton's review of Camco's financial statements
for the quarter ended September 30, 2003, Grant Thornton issued a written letter
to Camco's audit committee that it had identified significant deficiencies and
material weaknesses regarding Camco's internal controls. The deficiencies and
weaknesses noted were related to (i) the designation and recordation of loans
held for sale and (ii) the recordation of deferred loan origination fees and
costs. During the fourth quarter of 2003, Camco took corrective action to
address these noted deficiencies and weaknesses, including (i) more clearly
documenting Camco's internally established exposure limitations for loans held
for sale and (ii) requiring the generation of a monthly summary of loan
originations and related deferred fees and costs to insure completeness of
future financial information in Camco's financial statements. Grant Thornton
concurred with the corrective actions taken by management.
Camco has provided Grant Thornton with a copy of the above disclosure and
requested Grant Thornton furnish to Camco a letter addressed to the Securities
and Exchange Commission stating whether or not it agrees with the statements
made above. A copy of Grant Thornton's response letter dated December 21, 2004
is attached as Exhibit 16.1 to this Form 8-K.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit No. Description
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16.1 Letter from Grant Thornton LLP
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.
CAMCO FINANCIAL CORPORATION
By: /s/ Richard C. Baylor
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Richard C. Baylor
President and Chief Executive Officer
Date: December 21, 2004