Mr. Padrick does not beneficially own any shares of the Common Stock. As described in this proxy statement, Stilwell Value Partners II has granted Mr. Padrick options to purchase up to 20,000 shares, which options are not yet vested or exercisable.
Mr. Schneider does not beneficially own any shares of the Common Stock.
No member of the Group owns any shares of the Common Stock of record but not beneficially.
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APPENDIX B
Transactions in the Common Stock
The following transactions are the only transactions during the past two years with regard to any Group member:
Stilwell Value Partners II, L.P.
- --------------------------------
Date Number of Shares Price Per Share ($) Total Cost ($)
08/15/00 8,000 10.7500 86,000.00
08/15/00 10,000 10.8125 108,125.00
08/17/00 2,500 10.7500 26,875.00
08/22/00 4,000 11.0625 44,250.00
08/23/00 6,000 11.1875 67,125.00
08/23/00 4,300 11.1250 47,837.50
08/28/00 2,000 11.1250 22,250.00
08/30/00 3,000 11.0625 33,187.50
09/05/00 10,200 11.0625 112,837.50
09/06/00 3,000 11.0000 33,000.00
09/08/00 6,000 11.1250 66,750.00
09/14/00 4,600 11.5720 53,231.20
09/19/00 1,300 11.6250 15,112.50
09/20/00 4,000 12.0625 48,250.00
09/22/00 2,300 12.0000 27,600.00
09/25/00 6,000 11.9479 71,687.40
09/26/00 4,500 11.8819 53.468.55
09/28/00 6,500 11.7500 76,375.00
10/02/00 3,000 11.7500 35,250.00
10/04/00 3,800 11.6875 44,412.50
10/16/00 4,000 11.5000 46,000.00
10/19/00 2,500 11.3750 28,437.50
10/27/00 3,000 11.6875 35,062.50
10/31/00 13,000 12.2067 158,687.10
11/03/00 4,500 12.1875 54,843.75
11/07/00 20,000 12.0000 240,000.00
11/10/00 5,000 12.4375 62,187.50
11/13/00 1,900 12,0000 22,800.00
11/14/00 6,000 12.3688 74,212.80
11/15/00 13,800 12.5747 173,530.86
11/16/00 8,800 12,8538 113,113.44
11/16/00 2,500 13.2500 33,125.00
12/13/00 9,000 13.6250 122,625.00
04/11/01 900 14.0666 12,659.94
04/26/01 700 14.1500 9,905.00
04/27/01 1,600 14.3093 22,894.88
04/30/01 2,000 14.2075 28,415.00
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Stilwell Associates, L.P.
- -------------------------
Date Number of Shares Price Per Share ($) Total Cost ($)
07/13/00 3,000 11.0000 33,000.00
07/25/00 800 10.6250 8,500.00
08/01/00 1,000 10.8125 10,812.50
08/02/00 1,000 10.8125 10,812.50
08/08/00 1,200 10.8750 13,050.00
08/14/00 1,000 10.8125 10,812.50
09/08/00 1,000 11.8125 11,125.00
09/08/00 2,000 11.8125 22,250.00
09/12/00 300 11.3750 3,412.50
10/03/00 1,500 11.7500 17,625.00
10/10/00 2,000 11.6875 23,375.00
10/13/00 3,500 11.6250 40,687.50
10/18/00 2,000 11,4375 22,875.00
10/23/00 1,000 11.3125 11,312.50
10/23/00 2,500 11.3750 28,437.50
10/31/00 10,000 12.2319 122,319.00
11/08/00 6,300 12.3125 77,568.75
11/16/00 9,900 13.2500 131,175.00
04/05/01 1,000 14.0650 14,065.00
04/16/01 600 14.0750 8,445.00
Joseph Stilwell
- ---------------
Date Number of Shares Price Per Share ($) Total Cost ($)
11/16/00 20,000 13.2500 265,000.00
11/22/00 25,000 13.2500 331.250.00
The total number of shares of Common Stock held by the Group is 290,800, approximately 8.7% of the Company's total shares outstanding.
The amount of funds expended to date by Stilwell Value Partners II, L.P. to acquire the 194,200 shares of Common Stock it holds in its name is $2,312,124.92. Such funds were provided from its available capital and from time to time, by margin account loans from subsidiaries of The Bear Stearns Companies, Inc. extended in the ordinary course of business to Stilwell Value Partners II.
The amount of funds expended to date by Stilwell Associates, L.P. to acquire the 51,600 shares of Common Stock it holds in its name is $621,660.25. Such funds were provided from its available capital and from time to time, by margin account loans from subsidiaries of The Bear Stearns Companies, Inc. extended in the ordinary course of business to Stilwell Associates.
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The amount of funds expended to date by Joseph Stilwell to acquire the 45,000 shares of Common Stock he holds in his name is $596,250. Such funds were provided from his personal funds and from time to time, by margin account loans from subsidiaries of The Bear Stearns Companies, Inc. extended in the ordinary course of business to Mr. Stilwell.
All purchases of Common Stock made by members of the Group using funds borrowed from subsidiaries of The Bear Stearns Companies, Inc., if any, were made in margin transactions on those firms' usual terms and conditions. As of May 30, 2001, the total amount of the Group's indebtedness under such borrowings was $1,256,777. All or part of the shares of Common Stock owned by members of the Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the Group. Such loans generally bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness, if any, may be refinanced with other banks or broker-dealers.
Neither Mr. Stilwell, Mr. Padrick nor Mr. Schneider is required to file a report under Section 16(a) of the Securities Exchange Act of 1934, as amended, with respect to the Common Stock.
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APPENDIX C
Agreements with Mr. Padrick
NOMINEE AGREEMENT
This Nominee Agreement is made this 18th day of April, 2001 among Stilwell Value Partners II, L.P. and Stilwell Associates, L.P. (collectively referred to as "Stilwell Group"), having their offices at 26 Broadway, 23rd Floor, New York, New York 10014, and Kevin D. Padrick, residing at 15 Quelah, Sunriver, Oregon 97707 ("Nominee").
WHEREAS, the Stilwell Group is the beneficial owner of 284,000 shares of common stock of Oregon Trail Financial Corp. ("OTFC") and may solicit proxies in order to nominate as many directors as permitted under the law to OTFC's Board of Directors at the 2001 annual shareholders meeting, such nomination being in opposition to OTFC's management's slate of nominees;
WHEREAS, the bylaws of OTFC provide in pertinent part that, "To be eligible for nomination and election to the Board of Directors or for continued service on the Board of Directors, a nominee's or member's primary residence shall be located in a county in which Pioneer Bank, a Federal Savings Bank, occupies a branch office or other office, or in a county contiguous thereto. Should a director fail to satisfy the continuing service requirement, the director shall be deemed to have submitted his or her resignation which shall become effective upon adoption of a resolution acknowledging such ineligibility by the Board of Directors.";
WHEREAS Nominee's primary residence is located in a county in which the Savings Bank occupies a branch office or other office, or a county contiguous thereto ("Qualified County") and Nominee agrees to be nominated for and sit on the Board of Directors of OTFC if elected at the 2001 annual shareholder's meeting for a term to last three years;
NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Nominee hereby agrees to have his name placed in nomination by the Stilwell Group to sit as a director of OTFC, and for that purpose, understands and agrees that the Stilwell Group may solicit proxies from shareholders to enable the Stilwell Group to nominate Nominee. Simultaneous with the execution of this Agreement, Nominee shall deliver his written consent to be named in a Stilwell Group proxy statement and to serve as a director of OTFC if elected, a copy of which is attached hereto as Exhibit A.
2. Nominee shall not move his primary residence from a Qualified County nor commit any act which would otherwise make him ineligible to sit as a director, but in case of a breach of this provision in no case shall Nominee be liable for damages beyond the loss of options granted hereunder. Nominee has executed and delivered to the Stilwell Group a Director Questionnaire and hereby certifies that the contents thereof are true.
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3. In consideration thereof, Stilwell Value Partners I, L.P. hereby grants Nominee an option to purchase up to twenty thousand (20,000) shares of OTFC common stock on the terms set forth in the option annexed hereto as Exhibit B. The exercise price shall equal the closing price on the day this Agreement is executed.
4. The Stilwell Group shall reimburse all of Nominee's actual expenses incurred in connection with nomination process, including telephone, postage, and travel, however, it being understood that should Nominee be elected as a director, he shall request that OTFC reimburse his expenses for attending meetings.
5. The Stilwell Group hereby indemnifies and holds the Nominee harmless for all damages and expenses incurred in connection with agreeing to have his name placed in nomination and to have proxies solicited in order to elect him to the Board of Directors of OTFC. Nominee shall give the Stilwell Group notice of the occurrence of an event requiring indemnification no later than 20 days after nominee has knowledge of such an event. The Stilwell Group retains the sole right to select and retain counsel for Nominee. This indemnification shall not apply to any claims or damages arising out of Nominee being a member of the Board of Directors of OTFC.
6. Nominee understands that this Agreement may be publicly disclosed by the Stilwell Group.
| /S/ Joseph Stilwell
Joseph Stilwell on behalf of the Stilwell Group
|
| /S/ Kevin D. Padrick
Kevin D. Padrick |
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EXHIBIT A TO NOMINEE AGREEMENT
CONSENT OF PROPOSED NOMINEE
I, Kevin D. Padrick, hereby consent to be named in the proxy statement of Stilwell Associates, L.P. or Stilwell Value Group II, L.P. to be used in connection with its solicitation of proxies from the shareholders of Oregon Trail Financial Corporation for use in voting at the 2001 Annual Meeting of Shareholders of Oregon Trail Financial Corporation, and I hereby consent and agree to serve a director of Oregon Trail Financial Corporation if elected at such Annual Meeting.
/S/ Kevin D. Padrick
Kevin D. Padrick
Dated: April 18, 2001
EXHIBIT B TO NOMINEE AGREEMENT
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as of April 18, 2001, by and between Stilwell Value Partners II, L.P., a Delaware limited partnership with offices at 26 Broadway, 23rd floor, New York, New York 10004 ("SVP"), and Kevin D. Padrick, residing at 15 Quelah, Sunriver, Oregon 97707 (the "Optionee").
WHEREAS, SVP owns approximately 189,000 shares of the Common Stock, par value $.01 per share (the "Common Stock"), of Oregon Trail Financial Corporation, an Oregon corporation ("OTFC"); and
WHEREAS, SVP and certain other parties, acting as a group (the "Stilwell Group"), have filed with the Securities and Exchange Commission a Schedule 13D, and amendments thereto, reporting that it intends to solicit proxies for a person or persons nominated by SVP and its affiliates for election to the Board of Directors of OTFC (the "Board"); and
WHEREAS, Optionee has consented to his nomination by the Stilwell Group to the Board and has concurrently with the execution of this Stock Option Agreement entered into a Nominee Agreement with the Stilwell Group (the "Nominee Agreement"); and
WHEREAS, in consideration of the agreements of Optionee in the Nominee Agreement to stand for election to the Board and to serve if elected, SVP considers it desirable and in its best interests that the Optionee be granted the option to purchase up to an aggregate of Twenty Thousand (20,000) shares of the Common Stock owned by SVP (the "Option Shares"), upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the adequacy of which is hereby acknowledged, and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:
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1. Grant of Option. SVP hereby grants to the Optionee the right and option (the "Option") to purchase all or any part of the Option Shares on the terms and conditions set forth herein. The Option shall vest and become exercisable as set forth in Section 4.
2. Purchase Price. The purchase price per share of the Option Shares covered by the Option shall be equal to $14.05 per Option Share (subject to adjustment as provided in Section 6 below) (the "Purchase Price").
3. Certain Defined Terms. As used in this Option Agreement, the following terms shall have the following meanings:
(a) Closing Sale Price shall mean on any particular date the closing sale price per share of Common Stock on such date on the NASDAQ National Market, or if there is no such price on such date, then the closing sale price on the NASDAQ National Market on the date nearest preceding such date.
(b) Expiration Date shall mean the date which is eighteen months after the First Vesting Date, or such earlier date on which this Option may terminate in accordance with Section 4 or Section 6, or such other date as the parties mutually agree in writing.
(c) First Vesting Date shall mean the day after the 2001 Annual Meeting of OTFC's shareholders.
(d) Second Vesting Date shall mean the date on which the Optionee is seated on the Board.
(e) Threshold Event shall mean either of the following: (i) Optionee's name has been publicly disclosed by the Stilwell Group as a nominee or potential nominee for the Board or (ii) the Stilwell Group has sent to OTFC a notice in accordance with the advance notice provisions of the OTFC By-laws advising OTFC of the Stilwell Group's intention to place Optionee's name in nomination.
4. Vesting and Exercisability of the Option. The Option shall vest and become exercisable as follows:
(a) the Option shall vest and become exercisable with respect to Ten Thousand (10,000) Option Shares (the "First Option") at the First Vesting Date, provided that prior to the First Vesting Date one or both of the Threshold Events shall have occurred, and thereafter shall be exercisable at any time or from time to time in whole or in part on or prior to the Expiration Date. If a Threshold Event does not occur prior to the First Vesting Date, then the First Option shall be terminated and shall not become exercisable.
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(b) the Option shall vest and become exercisable with respect to the remaining Ten Thousand (10,000) Option Shares (the "Second Option") on the Second Vesting Date, and thereafter shall be exercisable at any time or from time to time in whole or in part prior to the Expiration Date.
Alternatively, the First Option and the Second Option shall vest if: (a) the Optionee is seated on the Board by invitation of OTFC, and (b) SVP consents in writing to Optionee being invited to sit on the Board.
5. Method of Exercising Option.
(a) The Optionee may exercise the Option in whole or in part (to the extent that it is exercisable in accordance with its terms) by giving written notice to SVP, specifying therein the number of Option Shares which the Optionee then elects to purchase or with respect to which the Option is being exercised, accompanied by payment of the full Purchase Price for the Option Shares being purchased. The notice of exercise, accompanied by such payment, shall be delivered to SVP at its principal business office. The date on which the notice is given to SVP is hereinafter referred to as the "Date of Exercise." In no event may the Option granted hereunder be exercised for a fraction of an Option Share.
(b) The Optionee may pay the Purchase Price in one of the following manners:
(i) Cash Exercise. The Optionee shall deliver the Purchase Price to SVP in cash or by certified check or bank check or wire transfer of immediately available funds.
(ii) Cashless Exercise. The Optionee shall surrender this Option to SVP together with a notice of cashless exercise, in which event SVP shall issue to the Optionee the number of Option Shares determined as follows:
X = (Y* (A-B))/A
where:
X = the number of Option Shares to be issued to the Optionee;
Y = the number of Option Shares with respect to which this Option is being exercised;
A = the average of the Closing Sale Prices of the Common Stock for the five (5) trading days immediately prior to (but not including) the Date of Exercise.
B = the Purchase Price (as adjusted to the date of such calculation).
(c) As soon as practicable after receipt by SVP of a notice of exercise and of payment in full of the Purchase Price of all the Option Shares with respect to which the Option has been exercised, SVP shall transfer the Option Shares being purchased to the Optionee.
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6. Termination of Option. Except as otherwise stated herein, the Option, to the extent not theretofore exercised, shall terminate on the Expiration Date or, if earlier, upon the first of the occurrence of any of the following events, unless SVP otherwise elects in writing:
(a) In the event of Optionee's withdrawal from the election for the Board;
(b) In the event of Optionee becoming ineligible to be elected to the Board for any reason, including, but not limited to, his moving his residence out of a Qualified County, as that term is defined in the Nominee Agreement; or
(c) In the event of Optionee's resignation from the Board or removal from the Board.
7. Adjustments. If prior to the exercise of any portion of the Option OTFC shall have effected one or more stock splits, reverse stock splits, stock dividends, stock combinations, reclassifications, recapitalizations or similar events, the number of Option Shares subject to this Option and the Purchase Price shall be equitably adjusted as determined by SVP in good faith. SVP shall give notice of each adjustment or readjustment of the Purchase Price or the number of Option Shares to the Optionee.
8. Restrictions. The holder of this Option, by acceptance hereof, represents, warrants and covenants that this Option and the right to purchase the Option Shares is personal to the holder and shall not be transferred to any other person, other than by will or the laws of descent and distribution. Notwithstanding the foregoing, the Optionee may, at any time and from time to time, transfer all or any part of his rights under this Option and the right to purchase the Option Shares in accordance with the terms of this Option Agreement to his spouse or children, or to a trust created by the Optionee for the benefit of the Optionee or his immediate family or to a corporation or other entity controlled by the Optionee and in which the Optionee or members of his immediate family beneficially own all of the economic interests.
9. No Rights as Optionee. Nothing contained herein shall be construed to confer upon the Optionee any right to be nominated by the Stilwell Group to the Board or, if elected, to continue to serve on the Board.
10. Withholding. In the event that the Optionee elects to exercise this Option or any part thereof, and if SVP shall be required to withhold any amounts by reason of any federal, state or local tax laws, rules or regulations in respect of the issuance of Option Shares to the Optionee pursuant to the Option, SVP shall be entitled to deduct and withhold such amounts from any payments to be made to the Optionee. In any event, the Optionee shall make available to SVP promptly when requested by SVP sufficient funds to meet the requirements of such withholding; and SVP shall be entitled to take and authorize such steps as it may deem advisable in order to have such funds available to SVP out of any funds or property due or to become due to the Optionee. Notwithstanding the foregoing, the Optionee may request SVP not to withhold any or all of the amounts otherwise required to be withheld; provided that the Optionee provides SVP with sufficient documentation as may be required by federal, state or local tax laws, rules or regulations supporting his request that such amount is not required to be withheld, in which case SVP may, in its reasonable discretion, reduce such withholding amounts to the extent permitted by applicable laws, rules and regulations.
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11. Validity and Construction. This Option shall be governed by and construed and enforced in accordance with the laws of the State of New York.
12. Amendment: This Agreement may be amended only in a writing signed on behalf of SVP and the Optionee.
13. Notices. Any notice which either party hereto may be required or permitted to give to the other shall be in writing, and may be delivered personally or by mail, postage prepaid, or overnight courier, addressed as follows: if to SVP, at its office address set forth at the beginning of this Agreement, Attention: Mr. Joseph Stilwell, or at such other address as SVP by notice to the Optionee may designate in writing from time to time; and if to the Optionee, at his address set forth at the beginning of this Agreement, or at such other address as the Optionee by notice to SVP may designate in writing from time to time. Notices shall be effective upon receipt.
14. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and to the extent not prohibited herein, their respective heirs, successor, assigns and representatives. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto and as provided above, their respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.
15. Reservation and Ownership of Option Shares. At all times during the period the Option is exercisable SVP shall own and make available for transfer on exercise of the Option a number of shares of Common Stock necessary to satisfy its obligations under the terms of this Option Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Stock Option Agreement as of the date set forth above.
| STILWELL VALUE PARTNERS I, L.P.
By: Stilwell Value LLC
By:/S/ Joseph Stilwell /
Joseph Stilwell
Managing Member
|
ACCEPTED:
/S/ Kevin D. Padrick /
Kevin D. Padrick
CUSIP NO. 685932105 SCHEDULE 14A
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P R O X Y
THIS PROXY IS SOLICITED BY THE STILWELL GROUP IN OPPOSITION TO THE
BOARD OF DIRECTORS OF OREGON TRAIL FINANCIAL CORP.
OREGON TRAIL FINANCIAL CORP.
2001 ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Joseph Stilwell and Spencer L. Schneider, or either of them, as proxies with full power of substitution, to vote in the name of and as proxies for the undersigned at the Annual Meeting of Oregon Trail Financial Corp. (the "Company"), to be held on August __, 2001, at ___ _m. (local time), and at any adjournment(s) or postponement(s) thereof, according to the number of votes that the undersigned would be entitled to cast if personally present on the following matters:
1. ELECTION OF DIRECTORS - To elect KEVIN D. PADRICK as a director of the Company
-- FOR -- WITHHOLD
To withhold authority to vote for the election of Kevin D. Padrick, place an X next to Withhold.
The Stilwell Group intends to use this Proxy to vote for one person nominated by the Company other than the Company nominee listed below. To withhold authority to vote for the other Company nominee, write the name of the nominee below. Refer to the Proxy Statement and Proxy distributed by the Company for the names and other information concerning such nominees. There is no assurance that any of the Company's nominees will serve as directors if the Stilwell Group's nominees are elected to the Board of Directors. The Stilwell Group is NOT seeking authority to vote for and will NOT exercise any such authority for Mr. John A. Lienkaemper.
Write in below the name of the Company nominee for which authority to vote is withheld.
_________________________
2. APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING MARCH 31, 2002:
For ___ Against ___ Abstain __
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE.
This proxy, when properly executed, will be voted in the manner directed herein by the undersigned Shareholder. Unless otherwise specified, this proxy will be voted "FOR" the election of the Group Nominee as Director and "FOR" the appointment of Deloitte & Touche LLP the independent accountants. This proxy revokes all prior proxies given by the undersigned.
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In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting, or any adjournments or postponements thereof, as provided in the proxy statement provided herewith.
Please sign exactly as your name appears hereon or on your proxy cards previously sent to you. When shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporation name by the President or other duly authorized officer. If a partnership, please sign in partnership name by authorized person. This proxy card votes all shares held in all capacities.
| Dated:___________________________________
_________________________________________
(Signature)
_________________________________________
(Signature, if jointly held)
Title: ____________________________________
|
PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY.
