SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Cameron Financial Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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Notes:
[LETTERHEAD OF CAMERON FINANCIAL CORPORATION APPEARS HERE]
December 30, 1996
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Cameron Financial
Corporation, I cordially invite you to attend the Annual Meeting of
Stockholders. The meeting will be held at 4:00 p.m. on January 27, 1997 at the
American Legion Hall located on Highway 69 South, Cameron, Missouri.
In addition to the annual stockholder vote on corporate business items, the
meeting will include management's report to you on Cameron Financial
Corporation's fiscal 1996 financial and operating performance.
An important aspect of the meeting process is the stockholder vote on
corporate business items. I urge you to exercise your rights as a stockholder to
vote and participate in this process. This year stockholders are being asked to
vote on the election of two directors and the ratification of the appointment of
independent auditors. The Board of Directors unanimously recommends that you
vote for each of the proposals.
I encourage you to attend the meeting in person. Whether or not you attend
the meeting, I hope that you will read the enclosed Proxy Statement and then
complete, sign and date the enclosed proxy card and return it in the postage
prepaid envelope provided. This will save Cameron Financial Corporation
additional expense in soliciting proxies and will ensure that your shares are
represented. Please note that you may vote in person at the meeting even if you
have previously returned the proxy.
Thank you for your attention to this important matter.
Sincerely,
/s/ David G. Just
President and Chief Executive Officer
CAMERON FINANCIAL CORPORATION
123 East Third
Cameron, Missouri 64429
(816) 632-2154
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on January 27, 1997
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Cameron Financial Corporation (the "Company") will be held at the
American Legion Hall located at Highway 69 South, Cameron, Missouri at 4:00
p.m., Cameron, Missouri time, on January 27, 1997.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Company;
2. The ratification of the appointment of KPMG Peat Marwick LLP as the
auditors of the Company for the fiscal year ending September 30, 1997;
and such other matters as may properly come before the Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the
date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on December 13, 1996
are the stockholders entitled to vote at the Meeting and any adjournments
thereof.
You are requested to complete and sign the enclosed form of proxy,
which is solicited on behalf of the Board of Directors, and to mail it promptly
in the enclosed envelope. The proxy will not be used if you attend and vote at
the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ David G. Just
President and Chief Executive Officer
Cameron, Missouri
December 30, 1996
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
WITHIN THE UNITED STATES.
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PROXY STATEMENT
Cameron Financial Corporation
123 East Third
Cameron, Missouri 64429
(816) 632-2154
ANNUAL MEETING OF STOCKHOLDERS
To Be Held January 27, 1997
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of Cameron Financial Corporation (the
"Company"), the parent company of The Cameron Savings and Loan Association,
F.A., ("Cameron Savings" or the "Association"), of proxies to be used at the
Annual Meeting of Stockholders of the Company (the "Meeting") which will be held
at the American Legion Hall, located at Highway 69 South, Cameron, Missouri on
January 27, 1997, at 4:00 p.m., Cameron, Missouri time, and all adjournments of
the Meeting. The accompanying Notice of Annual Meeting and this Proxy Statement
are first being mailed to stockholders on or about December 30, 1996.
At the Meeting, stockholders of the Company are being asked to consider and
vote upon the election of two directors, and the appointment of KPMG Peat
Marwick LLP as auditors for the Company.
Vote Required and Proxy Information
All shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for the director nominees and
the proposals set forth in this Proxy Statement. The Company does not know of
any matters, other than as described in the Notice of Annual Meeting, that are
to come before the Meeting. If any other matters are properly presented at the
Meeting for action, the persons named in the enclosed form of proxy and acting
thereunder will have the discretion to vote on such matters in accordance with
their best judgment.
Directors shall be elected by a plurality of the votes present in
person or represented by proxy at the Meeting and entitled to vote on the
election of directors. The appointment of KPMG Peat Marwick LLP as auditors
requires the affirmative vote of a majority of shares present in person or
represented by proxy at the Meeting and entitled to vote on the matter. Proxies
marked to abstain with respect to a proposal have the same effect as votes
against the proposal. Broker non-votes have no effect on the vote. One-third
of the shares of the Common Stock, present in person or represented by proxy,
shall constitute a quorum for purposes of the Meeting. Abstentions and broker
non-votes are counted for purposes of determining a quorum.
A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary
of the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy, (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting, or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Kennith R.
Baker, Secretary, Cameron Financial Corporation, 123 East Third, Cameron,
Missouri 64429.
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on December 13, 1996
will be entitled to one vote for each share of Common Stock then held. As of
that date, the Company had 2,849,280 shares of Common Stock issued and
outstanding. The following table sets forth information regarding share
ownership of those persons or
entities known by management to beneficially own more than five percent of the
Common Stock and all directors and executive officers of the Company and the
Association as a group.
Shares
Beneficially Percent
Beneficial Owner Owned of Class
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Cameron Financial Corporation Employee Stock Ownership Plan/(1)/
123 East Third
Cameron, Missouri 64429 242,154 8.50%
Wellington Management
75 State Street
Boston, Massachusetts 02109-1807 281,000/(2)/ 9.86
John Hancock Advisors
101 Huntington Avenue
Boston, Massachusetts 02199-7603 185,000/(2)/ 6.49
Directors and executive officers of the Company
and the Association, as a group (10 persons) 131,948/(3)/ 4.59
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/(1)/ The amount reported represents shares held by the Employee Stock Ownership
Plan ("ESOP"), 54,971 shares of which have been allocated to accounts of
participants. First Bankers Trust of Quincy, Illinois, the trustee of the
ESOP, may be deemed to beneficially own the shares held by the ESOP which
have not been allocated to accounts of participants. Participants in the
ESOP are entitled to instruct the trustee as to the voting of shares
allocated to their accounts under the ESOP. Unallocated shares held in the
ESOP's suspense account are voted by the trustee in the same proportion as
allocated shares voted by participants.
/(2)/ As reported on Form 13F dated June, 1996.
/(3)/ Amount includes shares held directly, as well as shares held jointly with
family members, shares held in retirement accounts, shares held in a
fiduciary capacity or by certain family members, with respect to which
shares the group members may be deemed to have sole or shared voting
and/or investment power. The amount above includes 26,589 options to
purchase shares of Common Stock granted under the Company's Stock Option
Plan and 11,476 awards of shares of restricted Common Stock under the
Company's Recognition and Retention Plan ("RRP") to directors and
executive officers of the Company, which vest in January 1997. The amount
above excludes options and awards which do not vest within 60 days of
December 13, 1996. Earl Frazier, an executive officer of the Association,
beneficially owns 19,385 shares of Common Stock, including 1,000 stock
options and 400 shares of restricted stock which vest in January 1997.
PROPOSAL I - ELECTION OF DIRECTORS
The Company's Board of Directors is presently composed of seven members,
each of whom is also a director of the Association. The Directors are divided
into three classes. Directors of the Company are generally elected to serve for
a three-year term which is staggered to provide for the election of
approximately one-third of the directors each year.
The following table sets forth certain information regarding the Company's
Board of Directors, including their terms of office and nominees for election as
directors. It is intended that the proxies solicited on behalf of the Board of
Directors (other than proxies in which the vote is withheld as to the nominee)
will be voted at the Meeting for the election of the nominees identified in the
following table. If any nominee is unable to serve, the shares represented by
all such proxies will be voted for the election of such substitute as the Board
of Directors may recommend. At this time, the Board of Directors knows of no
reason why the nominee might be unable to serve, if elected. Except as described
herein, there
2
are no arrangements or understandings between any director or nominee and any
other person pursuant to which such director or nominee was selected.
Shares of Common
Age at Term Stock Beneficially Percent
September 30, Director to Owned at of
Name 1996 Position(s) Held Since/(1)/ Expire December 13, 1996/(2)(3)/ Class
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NOMINEES
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David G. Just 52 President, Chief 1981 2000 39,253 1.37%
Executive Officer
and Director
William J. Heavner 56 Nominee --- 2000 100 *
DIRECTORS CONTINUING IN OFFICE
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Herschel Pickett 74 Chairman of the 1962 1998 4,238 *
Board
Harold D. Lee 53 Director 1981 1998 7,638 *
Kennith R. Baker 54 Director 1988 1998 10,738 *
Jon N. Crouch 56 Director 1992 1999 19,238 *
William F. Barker 48 Director 1996 1999 2,700 *
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*Less than 1.0%.
/(1)/ Includes service as a director of the Association.
/(2)/ Includes shares held directly, as well as shares held in retirement
accounts, held by certain members of the named individuals' families, or
held by trusts of which the named individual is a trustee or substantial
beneficiary, with respect to which shares the named individuals may be
deemed to have sole or shared voting and/or investment power.
/(3)/ Includes 2,421 RRP shares and 6,054 stock options vesting in January 1997
for President Just, and 1,211 RRP shares and 3,027 stock options vesting
in January 1997 for Directors Pickett, Lee, Baker, and Crouch,
respectively.
The Company's directors and executive officers are required to report their
ownership and changes in ownership of the common stock with the Company. Based
solely on the Company's review of ownership reports received prior to November
12, 1996, or written representations from reporting persons that no annual
report of change in beneficial ownership is required, the Company believes that
all directors and executive officers have complied with the reporting
requirements for the 1996 fiscal year except for Herschel Pickett and George E.
Hill, who disposed of shares in August 1996 and September 1996, respectively,
and who initially reported such dispositions on Form 5 filed on November 12,
1996.
The business experience of each director and director nominee is set forth
below. All directors have held their present positions for at least the past
five years, except as otherwise indicated.
David G. Just. Mr. Just is the Association's President and Chief Executive
Officer. As such, he is responsible for overseeing the day to day operations of
the Association. He has been a member of the Board of Directors since 1981.
3
William J. Heavner. Mr. Heavner is a 1961 graduate of Central Missouri
State University with a B.S. in Business Administration. He was plant auditor
for General Motors' Corvette plant from 1961 to 1979. Mr. Heavner formed and was
a partner in a financial consulting business from 1979 to 1984. Since 1984, he
has owned and operated Red-X Motors, a full line GM dealership in Cameron.
Herschel Pickett. Mr. Pickett has been a member of the Board of Directors
since 1962, and is currently Chairman of the Board. Mr. Pickett has been
involved in farming since his retirement from full-time service at the
Association in 1982.
Harold D. Lee. Mr. Lee was elected to the Board of Directors in 1981. He
has owned and operated a local NAPA Auto Parts store for over 20 years.
Kennith R. Baker. Mr. Baker is an agent for State Farm Insurance, a
position he has held since 1969. He was elected to the Board of Directors in
1988.
Jon N. Crouch. Mr. Crouch has been a member of the Board of Directors since
1992. Mr. Crouch is a retired Frontier and Continental pilot and manages the
Cameron Municipal Airport. He also owns and operates Crouch Aviation located in
Cameron and Kansas City, Missouri.
Dr. William F. Barker, DDS. Dr. Barker was elected to the Board of
Directors in 1996. Dr. Barker owns and operates a dental clinic in Cameron.
George E. Hill. Mr. Hill has been a member of the Board of Directors since
1976. Mr. Hill owned and operated a Western Auto Store in Cameron until his
retirement in 1988. Mr. Hill's term of office as a Director of the Company
expires at the Meeting, and it is expected that he will thereafter serve as an
advisory director of the Company. At December 13, 1996, Mr. Hill beneficially
owned 4,438 shares of common stock including 3,027 stock options and 1,211
shares of restricted stock vesting in January 1997.
Board of Directors' Meetings and Committees
Board and Committee Meetings of the Company. Meetings of the Corporation's
Board of Directors are generally held on a quarterly basis. The Board of
Directors held four regular and nine special meetings during the fiscal year
ended September 30, 1996. During fiscal 1996, no incumbent director of the
Company attended fewer than 75% of the aggregate of the total number of Board
meetings and the total number of meetings held by the committees of the Board of
Directors on which he served.
The Board of Directors of the Company has standing Audit and Compensation
Committees.
The Company's Audit Committee is responsible for the review of the
Company's annual audit report prepared by the Company's independent auditors.
The review includes a detailed discussion with the independent auditors and
recommendation to the full Board concerning any action to be taken regarding the
audit. All non-employee directors of the Company serve on this Committee. The
Audit Committee met one time during the fiscal year ended September 30, 1996.
The Compensation Committee is currently composed of Directors Pickett,
Hill, Lee, Baker, Crouch and Barker. This Committee is responsible for
evaluating the performance of the Company's principal officers and employees to
determine the compensation and benefits to be paid to such persons, and for
administering the Company's Stock Option Plan and RRP. One meeting was held by
the Compensation Committee during fiscal 1996. This Committee did not meet
during fiscal 1995. The Budget Committee of the Association meets periodically
to review the performance of the Association's officers and employees. This
committee met one time during fiscal 1996.
The entire Board of Directors acts as a nominating committee for selecting
nominees for election as directors. Nominations of persons for election to the
Board of Directors may be made only by or at the direction of the Board of
Directors or by any shareholder entitled to vote for the election of directors
who complies with the notice procedures set forth in the Bylaws of the Company.
4
Board and Committee Meetings of the Association. Meetings of the
Association's Board of Directors are generally held on a monthly basis. The
Board of Directors of the Association held twelve regular and thirty-one special
meetings during the year ended September 30, 1996. No incumbent director
attended fewer than 75% of the total number of meetings held by the Board of
Directors and by all committees of the Board of Directors on which he served
during the year.
Director Compensation
During fiscal 1996, directors of the Company were paid a fee of $500 per
regular meeting attended and $100 to $250 for each special and committee meeting
attended. Directors of the Association were paid fees of $600 per month for
attendance at regular meetings of the Association's Board of Directors and $50
per meeting attended of the Association's Service Corporation. Directors of the
Association are also paid from $100 to $250 per special meeting attended and for
committee meetings attended.
Stock Benefit Plans. Following approval by the Company's stockholders at
the Annual Meeting of Stockholders held on January 29, 1996, each director and
advisory director of the Company who is not a full-time employee and who served
as a director for at least three years received an option to purchase 15,134
shares of Common Stock under the Company's Stock Option Plan and an award of
6,053 shares of restricted stock under the Company's Recognition and Retention
Plan, with vesting to occur over a five year period.
Director Deferred Fee Agreement. In order to encourage directors to remain
members of the Association's Board, the Association has adopted, effective
October 12, 1994, a director deferred fee program whereby directors may defer
all or a portion of their regular monthly directors' fees. Each individual
director elects whether to participate in this program. As of the date of this
Proxy Statement, Directors Lee, Crouch, Just, and Barker have elected to
participate. Each participating director enters into a Deferred Fee Agreement
(the "Agreement"), which provides for a cash-out and disability benefit equal to
the amount of fees deferred.
Director Emeritus Agreement. In order to encourage directors to remain
members of the Board, the Association has also established a Director Emeritus
Agreement (the "Emeritus Agreement"). Pursuant to the Emeritus Agreement, the
Association's Directors Emeritus receive an annual benefit equal to $500
multiplied by the director's years of service on the board paid monthly for ten
years following retirement. The agreement provides for a death benefit equal to
the amount that would be paid to the director upon serving until age 72, or, in
the case of directors Pickett and Hill, until age 75. The Association has
purchased life insurance to finance these benefits. Upon termination following a
change in control of the Association, each participant would be entitled to a
lump sum payment equal to the amount payable to such director over a ten-year
period. Assuming a change in control were to take place as of September 30,
1996, the aggregate amount payable to all directors would be approximately
$1.1 million. Director Hill is age qualified for retirement under the Emeritus
Agreement and has elected to retire from active service on the Board of
Directors. Under the Emeritus Agreement, Mr. Hill will receive $10,500 per year
for a ten year period.
Executive Compensation
The Company has not paid any compensation to its executive officers since
its formation. However, the Company does reimburse the Association for services
performed on behalf of the Company by its officers. The Company does not
presently anticipate paying any compensation to such persons until it becomes
actively involved in the operation or acquisition of businesses other than the
Association.
5
The following table sets forth the compensation paid or accrued by Cameron
Savings for services rendered by David G. Just, the President and Chief
Executive Officer of the Association, and by Earl Frazier, the manager of the
Association's loan production office in Liberty, Missouri. No other executive
officer earned in excess of $100,000 during fiscal years 1994, 1995 and 1996.
====================================================================================================================
SUMMARY COMPENSATION TABLE
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Annual Compensation Long-Term Compensation
Awards
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Other
Annual Restricted Stock Options/ All Other
Name and Principal Fiscal Salary Bonus Compensation Awards/(2)/ SARs/(3)/ Compensation
Position Year ($) ($) ($)/(1)/ ($) (#) ($)
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David G. Just, 1996 $92,500 $8,750 --- $177,065 30,269 $49,662/(4)/
President and Chief 1995 $87,500 $8,400 --- --- --- $38,405/(4)/
Executive Officer 1994 $84,000 $7,360 --- --- --- $20,087/(4)/
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Earl Frazier, 1996 $90,000 $8,650 --- $ 29,250 5,000 $64,888/(5)/
Loan Office Manager 1995 $86,500 $8,400 --- --- --- $37,947/(5)/
1994 $84,000 $3,870 --- --- --- $28,026/(5)/
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/(1)/ Mr. Just and Mr. Frazier did not receive any additional benefits or
perquisites which, in the aggregate, exceeded 10% of his salary and bonus
or $50,000.
/(2)/ Relates to awards of 12,107 and 2,000 shares of Common Stock granted to
Mr. Just and Mr. Frazier, respectively, pursuant to the Company's
Recognition and Retention Plan in January, 1996. The market value per
share of the Common Stock was $14.5625 on the date of grant. Such awards
vest in five equal installments, and will be 100% vested upon termination
of employment due to death or disability. When such shares become vested
and are distributed, the recipient will also receive an amount equal to
the accumulated dividends and earnings thereon.
/(3)/ Relates to options granted pursuant to the Company's 1995 Stock Option and
Incentive Plan, which become exercisable in equal installments at a rate
of 20% per year commencing one year from the date of grant. The first
installment of options becomes exercisable on January 29, 1997.
/(4)/ Includes $9,337 contributed under the Association's Pension Plan and
$10,750 of Board fees for fiscal 1994, $30,005 allocated under the ESOP
and $8,400 of Board fees for fiscal 1995, and $40,512 allocated under the
ESOP and $9,150 of Board fees in fiscal 1996. Mr. Just deferred $3,600 of
Board fees in both fiscal 1995 and 1996.
/(5)/ Includes $12,326 contributed under the Association's Pension Plan and
$15,736 representing an incentive bonus in fiscal 1994, $29,702 allocated
under the ESOP and $8,245 representing an incentive bonus during fiscal
1995, and $39,441 allocated under the ESOP and $25,447 representing an
incentive bonus in fiscal 1996.
Stock Options. The Board of Directors of the Company has adopted the 1995
Stock Option and Incentive Plan (the "Stock Option Plan"), which has been
approved by the stockholders. Certain directors, officers and employees of the
Association and the Company are eligible to participate in the Stock Option
Plan. The Stock Option Plan is administered by a committee of outside directors
(the "Committee"). The Stock Option Plan authorizes the grant of stock options
and limited rights equal to 302,692 shares of Common Stock. The Stock Option
Plan provides for the grant of (i) options to purchase Common Stock intended to
qualify as incentive stock options under Section 422 of the Internal Revenue
Code, (ii) options that do not so qualify ("nonstatutory options") and (iii)
limited rights that are exercisable only upon a change in control of the
Company. Options granted to directors under the Stock Option Plan are awarded
under a formula pursuant to which each non-employee director of both the Company
and the Association receives an option to purchase 15,134 shares of Common Stock
of the Company. Options must be exercised within 10 years from the date of
grant. The exercise price of the options must be at least 100% of the fair
market value of the underlying Common Stock at the time of the grant.
6
Set forth below is information relating to options granted under the Stock
Option Plan to the named executive officers during the year ended September 30,
1996.
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OPTION GRANTS IN LAST FISCAL YEAR
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Individual Grants
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Percent of Total Options
Granted to Employees in Exercise or Expiration
Name Options Granted FY 1996 Base Price Date
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David G. Just 30,269 31.7% $14.5625 Jan. 2006
- --------------------------------------------------------------------------------
Earl Frazier 5,000 5.2% $14.5625 Jan. 2006
================================================================================
Set forth below is certain additional information concerning options
outstanding to the named executive officers at September 30, 1996. No options
were exercised during fiscal 1996.
================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
================================================================================
Number of Value of
Unexercised Unexercised In-
Options at The-Money Options at
Fiscal Year-End Year-End (1)
---------------------------------------
Exercisable/ Exercisable/
Shares Acquired Value Unexercisable Unexercisable
Name Upon Exercise Realized (#) ($)
- --------------------------------------------------------------------------------
David G. Just -- $ -- 0/30,269 0/5,675
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Earl Frazier -- $ -- 0/5,000 0/938
================================================================================
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(1) Equals the difference between the aggregate exercise price of such options
and the aggregate fair market value of the shares of Common Stock that
would be received upon exercise, assuming such exercise occurred on
September 30, 1996, at which date the closing sales price of the Common
Stock as reported on the Nasdaq National Market was $14.75.
Severance Agreements
The Association has entered into change in control severance agreements
with President and Chief Executive Officer David G. Just and Vice
President/Treasurer Ronald W. Hill providing for terms of three years and two
years, respectively. Each agreement provides that it will be extended by the
Board of Directors on any annual anniversary date for an additional year
provided that there has been a satisfactory performance review of the subject
employee. The agreements provide that if, at any time following a change in
control of the Association or the Company, the Association terminates the
covered employees' employment during the term of the agreement for any reason
other than cause, or if either of the covered employees terminates his
employment following a material reduction in compensation, increase in workload,
or relocation of his principal place of employment, he would be entitled to
receive a payment equal to 299% in the case of Mr. Just or 200% in the case of
Mr. Hill of their "base amount" of compensation as defined in the agreements.
The Association would also continue life and health coverage for a period of 12
months or for the remaining unexpired term of his agreement, whichever is
greater. Assuming a change in control occurred as of September 30, 1996, the
aggregate amount payable to Messrs. Just and Hill under these agreements would
have been approximately $254,954 and $144,000, respectively.
Certain Transactions
The Association has followed a policy of granting loans to eligible
directors, officers, employees and members of their immediate families for the
financing of their personal residences and for consumer purposes. The
7
Association had one commercial real estate loan with two children of Director
Pickett with a balance at September 30, 1995 of $385,592, which loan was paid in
full during fiscal 1996. All such loans to directors and executive officers, and
members of their immediate families, are made in the ordinary course of business
and on the same terms, including collateral and interest rates, as those
prevailing at the time for comparable transactions and do not involve more than
the normal risk of collectibility. At September 30, 1996, the Association's
loans to directors, executive officers and members of their immediate families
totaled $714,809, which represents 1.6% of shareholders' equity. All loans by
the Association to its executive officers and directors are subject to OTS
regulations restricting loans and other transactions with affiliated persons of
the Association. Federal law prohibits a savings association from making loans
to its executive officers and directors at favorable rates or on terms not
comparable to those prevailing to the general public. All loans to directors and
officers were performing in accordance with their terms at September 30, 1996.
Report of the Compensation Committee
General. The function of administering the Company's executive compensation
policies has been performed by the Budget Committee of the Board of Directors of
the Association. The Budget Committee consists of three outside directors of the
Association. The Budget Committee is responsible for reviewing the performance
of the Chief Executive Officer and other officers and employees in developing
and making recommendations to the Board concerning compensation programs and
awards. The Budget Committee makes its recommendations on the basis of its
annual review and evaluation of the performance of the officers and the
consolidated financial condition and results of operations of the Company, as
well as available information regarding the compensation of officers of
comparable companies.
Executive Compensation Program. The overall executive compensation program
was developed with the objective of attracting and retaining qualified and
motivated executives by recognizing and rewarding successful performance. It is
the Budget Committee's goal to align management compensation with the goals of
the Company by implementing direct incentives to manage the business
successfully from both a financial and operating perspective to enhance
stockholder value. The program principally consists of (i) salaries, (ii) an
incentive compensation plan, (iii) a stock option and incentive plan, (iv) a
recognition and retention plan, (v) an employee stock ownership plan and (vi) a
bonus program. Total executive compensation is determined on the basis of the
Budget Committee's review and evaluation of the respective executive officers'
performance and the Company's consolidated financial condition and results of
operations, as well as available information regarding the compensation of
comparable officers of comparable companies. It has been the Budget Committee's
policy to set base salaries at levels that are slightly below the average for
the peer group, with incentive compensation and bonuses designed to serve as a
supplement. Annual awards under the incentive compensation plan are based upon
the attainment of targeted levels of performance by the Association. While
periodic awards under the stock option and incentive plan and the recognition
and retention plan may be based on recognition of officers' past or future
performance or other considerations, options and restricted stock generally are
awarded as an incentive to maximize long-term stockholder value, typically with
option exercise prices equal to the market price of the Company's stock at the
award date, and gains on options therefore generally dependent upon future
appreciation in the stock's price. Bonuses have been paid each employee as a
percentage of his or her salary.
Compensation of the Chief Executive Officer. The Chief Executive Officer's
base salary is determined on the basis of the Budget Committee's review and
evaluation of his performance and the Company's consolidated financial condition
and results of operations, as well as available information regarding the
compensation of chief executive officers of comparable companies. It has been
the Budget Committee's policy to set the base salary at a level that is slightly
below the average for the peer group. See "Compensation Summary." In fiscal
1994, 1995, and 1996, Mr. Just received salary increases in accordance with past
practices and to reflect changes in the peer group salary structure and the
Association's performance. In fiscal 1994, 1995, and 1996 , Mr. Just received a
bonus of 10% of his base salary, but was not eligible for incentive
compensation. Mr. Just was awarded 12,107 shares of restricted stock and options
to purchase 30,269 shares of common stock during fiscal 1996.
8
Comparative Stock Performance Graph
The following graph shows the cumulative total return on the Common Stock
of the Company since April 3, 1995, compared with the cumulative total return of
the S&P 500 Index and an industry peer group index, the Everen Midwest Thrift
Index, over the same period. Cumulative total return on the Common Stock and
each index equals the total increase in value since that date assuming
reinvestment of all dividends paid. The graph was prepared assuming that $100
was invested on April 3, 1995 in the Common Stock or in each index. The
stockholder return shown on the graph below is not necessarily indicative of
future performance.
COMPARISON OF CUMULATIVE TOTAL RETURN
Among Cameron Financial Corporation Common Stock, S&P 500 Index, and
EVEREN Midwest Thrift Index
[LINE CHART APPEARS HERE]
4/3/95 6/30/95 9/30/95
Cameron Financial 100 145 150
S&P 500 100 116 137
EVEREN Midwest Thrift Index 100 130 156
Compensation Committee Interlocks and Insider Participation
During fiscal 1996, the Budget Committee of the Board of Directors of the
Association functioned as the compensation committee. Mr. Just, who is the
President of the Association, did not participate in any deliberations regarding
his compensation.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed KPMG Peat Marwick LLP,
independent accountants, to be the Company's auditors for the fiscal year ending
September 30, 1997, subject to the ratification of the appointment by the
Company's shareholders. Representatives of KPMG Peat Marwick LLP are expected
to attend the Meeting to respond to appropriate questions and to make a
statement if they so desire.
9
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE COMPANY'S
AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1997.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials for
the next annual meeting of stockholders, any stockholder proposal to take action
at such meeting must be received at the Company's office located at 123 East
Third, Cameron, Missouri 64429, no later than September 2, 1997. Any such
proposal shall be subject to the requirements of the proxy rules adopted under
the Exchange Act.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and the Association may
solicit proxies personally or by telegraph or telephone without additional
compensation.
Cameron, Missouri
December 30, 1996
10
CAMERON FINANCIAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
January 27, 1997
The undersigned hereby appoints Harold D. Lee and Kennith R. Baker, with full
powers of substitution, to act as attorneys and proxies for the undersigned to
vote all shares of capital stock of Cameron Financial Corporation (the
"Company") which the undersigned is entitled to vote at the Annual Meeting of
Stockholders (the "Meeting") to be held at the American Legion Hall, located at
Highway 69 South, Cameron, Missouri on January 27, 1997 at 4:00 p.m. and at any
and all adjournments and postponements thereof.
1. The election as directors of all nominees listed below (except as marked to
the contrary):
[ ]FOR [ ]VOTE WITHHELD
INSTRUCTION: To withhold your vote for any individual nominee, strike a line
in that nominee's name below.
DAVID G. JUST WILLIAM J. HEAVNER
2. The ratification of the appointment of KPMG Peat Marwick LLP as auditors for
the Company for the fiscal year ending September 30, 1997.
[ ]FOR [ ]AGAINST [ ]VOTE WITHHELD
In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment or postponement
thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSALS AND EACH OF THE NOMINEES LISTED
ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE
VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME,
THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
MEETING.
The Board of Directors recommends a vote "FOR" the proposals
and the election of the nominees listed above.
(Continued and to be SIGNED on Reverse Side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and choose to vote at the Meeting or at
any adjournments or postponements thereof, and after notification to the
Secretary of the Company at the Meeting of the stockholder's decision to
terminate this proxy, then the power of such attorneys or proxies shall be
deemed terminated and of no further force and effect. This proxy may also be
revoked by filing a written notice of revocation with the Secretary of the
Company or by duly executing a proxy bearing a later date.
The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of notice of the Meeting, a Proxy Statement and an
Annual Report to Stockholders.
Dated: , 1997
---------------- ------------------------------------------------
Signature of Stockholder
Please sign exactly as your name(s) appear(s) to
the left. When signing as attorney, executor,
administrator, trustee or guardian, please give
your full title. If shares are held jointly,
each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.