Camco Financial 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2005
OR
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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
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:
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Exhibit No. |
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Description |
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23
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Consent of Independent Registered Public Accounting Firm |
Camco Financial & Subsidiaries Salary
Savings Plan
Financial Report
December 31, 2005
Camco Financial & Subsidiaries Salary Savings Plan
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Contents |
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1 |
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2 |
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3 |
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4-7 |
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Schedule 1 |
EX-23 |
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, 2005 and 2004 and the related statement of
changes in net assets available for benefits for the year ended December 31, 2005. These financial
statements are the responsibility of the Plans 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, 2005 and 2004 and
the changes in net assets available for benefits for the year ended December 31, 2005, in
conformity with accounting principles generally accepted in the United States of America.
Our audits were 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 as of December 31, 2005 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 Labors Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in the audits 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/ Plante & Moran, PLLC
Columbus, Ohio
June 14, 2006
1
Camco Financial & Subsidiaries Salary Savings Plan
Statement of Net Assets Available for Benefits
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December 31 |
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2005 |
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2004 |
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Assets |
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Cash |
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$ |
36,315 |
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$ |
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Nonparticipant-directed investments: |
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Employer securities |
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439,547 |
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481,869 |
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Participant loans |
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5,663 |
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Participant-directed investments: |
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Money market funds |
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$ |
11,379 |
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$ |
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Common/collective funds |
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438,482 |
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781,913 |
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Mutual funds |
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7,741,378 |
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6,961,128 |
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Employer securities |
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3,914,113 |
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3,919,079 |
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Participant loans |
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118,689 |
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96,087 |
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Total investments |
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12,663,588 |
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12,245,739 |
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Contributions receivable: |
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Employee contribution |
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23,164 |
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Employer matching contribution |
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11,356 |
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Total contributions receivable |
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34,520 |
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Net Assets Available for Benefits |
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$ |
12,699,903 |
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$ |
12,280,259 |
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2
Camco Financial & Subsidiaries Salary Savings Plan
Statements of Changes in Net Assets Available for Benefits
Year Ended December 31, 2005
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Additions |
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Contributions: |
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Participant-directed Employee elective |
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$ |
576,127 |
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Participant-directed Employer matching |
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287,557 |
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Participant-directed Rollover |
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311,897 |
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Interest and dividends: |
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Nonparticipant-directed |
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13,548 |
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Participant-directed |
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406,300 |
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Net appreciation (depreciation) in fair value of investments: |
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Nonparticipant-directed employer securities |
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(31,381 |
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Participant directed mutual funds |
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579,616 |
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Participant directed common/collective funds |
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21,454 |
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Participant-directed employer securities |
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(193,981 |
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Total additions Net |
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1,971,137 |
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Deductions |
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Benefit payments to participants: |
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Nonparticipant-directed |
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30,143 |
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Participant-directed |
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1,486,918 |
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Administrative expenses: |
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Nonparticipant-directed |
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9 |
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Participant-directed |
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34,423 |
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Total deductions |
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1,551,493 |
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Net Increase in Net Assets Available for Benefits |
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419,644 |
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Net Assets Available for Benefits Beginning of year |
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12,280,259 |
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Net Assets Available for Benefits End of year |
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$ |
12,699,903 |
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3
Camco Financial & Subsidiaries Salary Savings Plan
Notes to Financial Statements
December 31, 2005
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 Plans 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
percent of 401(k) deferrals made up to the first 3 percent of base compensation and 50
percent of 401(k) deferrals from 3.01 percent to 5 percent 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 participants account is credited with the participants
own contribution, and an allocation of the Companys contributions and plan earnings
and expenses. Allocation of the Companys 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
participants vested account.
Forfeited Accounts - Forfeitures of terminated participants nonvested 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 percent vested after six
years of credited service.
Payment of Benefits - Upon 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, 2005
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 participants 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 Plans
investments in mutual funds and common stock. Participant loans are carried at their
outstanding principal balance, which approximates fair value. The Plans investment in
the common/collective investment fund is valued based upon the Plans proportional
share of the common/collective funds underlying asset which is another
common/collective fund. The underlying common/collective fund is valued based upon the
fair market value of that funds underlying assets.
Purchases and sales of securities are recorded on a trade-date basis.
Use of 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 Plan
Notes to Financial Statements
December 31, 2005 and 2004
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, 2005, approximately 35 percent of the
Plans assets were invested in Camco Financial Corporation common stock.
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 percent 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 Plan
Notes to Financial Statements
December 31, 2005 and 2004
Note 5 Significant Investments at Fair Value
Significant investments at fair value at December 31, 2005 and 2004 are listed as
follows:
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December 31 |
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2005 |
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2004 |
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Camco Financial Corporation common stock |
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$ |
3,914,113 |
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$ |
3,919,079 |
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Growth Fund of America |
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1,731,956 |
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Investment Company of America |
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1,006,468 |
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Neuberger Berman Genesis Trust Fund |
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1,005,190 |
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MCM Stable Value Portfolio |
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781,913 |
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Dreyfus Founders Discovery Fund |
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762,339 |
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Europacific Growth Fund |
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622,324 |
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Camco Financial Corporation common stock* |
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439,547 |
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481,869 |
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Growth Fund of America R5 |
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1,528,117 |
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American Beacon Largecap Value Fund |
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1,041,854 |
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Vanguard 500 Index Fund |
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970,980 |
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Europacific Growth Fund R5 |
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802,082 |
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Vanguard Short-term Corporate Fund |
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759,223 |
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Schwab Markettrack Balanced Fund |
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655,203 |
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* |
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Nonparticipant-directed investment |
7
Camco Financial & Subsidiaries Salary Savings Plan
Schedule of Assets Held at Year End
Form 5500, Schedule H, Item 4i
EIN 51-0110823, Plan 002
December 31, 2005
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(c) |
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Description of Investment, |
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(a)(b) |
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Including Maturity Date, |
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Identity of Issuer, Borrower, |
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Rate of Interest, Collateral, |
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(d) |
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(e) |
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Lessor, or Similar Party |
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Par, or Maturity Value |
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Cost |
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Current Value |
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Nonparticipant-directed Investments |
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** Camco Financial Corporation |
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Common stock, 30,216.80 shares |
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$ |
323,330 |
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$ |
439,547 |
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Participant-directed Investments |
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** Camco Financial Corporation |
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Common stock, 275,303.11 shares |
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* |
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3,914,113 |
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Charles Schwab Trust Company |
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Common/collective fund - Gartmore Morley Stable Value Fund |
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* |
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438,482 |
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Charles Schwab Trust Company |
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Money market fund - Schwab Government Money Fund |
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* |
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11,379 |
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Charles Schwab Trust Company |
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Mutual fund - American Beacon Largecap Value Fund |
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* |
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1,041,854 |
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Charles Schwab Trust Company |
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Mutual fund - Artisan Midcap Value Fund |
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* |
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614,091 |
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Charles Schwab Trust Company |
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Mutual fund - Columbia Acorn Fund Class Z |
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* |
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568,739 |
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Charles Schwab Trust Company |
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Mutual fund - Europacific Growth Fund R5 |
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* |
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802,082 |
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Charles Schwab Trust Company |
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Mutual fund - Growth Fund of America R5 |
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* |
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1,528,117 |
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Charles Schwab Trust Company |
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Mutual fund - Metropolitan West Total Return Bond Fund |
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* |
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801,089 |
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**Charles Schwab Trust Company |
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Mutual fund - Schwab Markettrack Balanced Fund |
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* |
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655,203 |
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Charles Schwab Trust Company |
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Mutual fund - Vanguard Short-term Corporate Fund |
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* |
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759,223 |
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Charles Schwab Trust Company |
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Mutual fund - Vanguard 500 Index Fund |
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* |
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970,980 |
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** Plan participants |
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Participant loans bearing interest at 6.0% to 11.5% |
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$ |
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118,689 |
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Total investments |
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$ |
12,663,588 |
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* |
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Cost information not required |
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** |
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Denotes party-in-interest |
8
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.
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CAMCO FINANCIAL AND SUBSIDIARIES
SALARY SAVINGS PLAN
By its Administrator: Camco Financial Corporation
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Date: July 13, 2006 |
By: |
/s/ Richard C. Baylor
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Richard C. Baylor, Chief Executive Officer |
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CAMCO FINANCIAL AND SUBSIDIARIES
SALARY SAVINGS PLAN
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2005
INDEX TO EXHIBITS
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Exhibit No. |
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Description |
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23
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Consent of Independent Registered Public Accounting Firm |