SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended March 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 0-22953
OREGON TRAIL FINANCIAL CORP., INC.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Oregon 91-1829481
- ---------------------------------------------- --------------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) I.D. Number)
2055 First Street, Baker City, Oregon 97814
- ---------------------------------------------- --------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (541) 523-6327
--------------------------
Securities registered pursuant to Section 12(b)
of the Act: None
--------------------------
Securities registered pursuant to Section 12(g)
of the Act: Common Stock, par value $.01 per share
--------------------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
--- ---
Indicate by check mark whether disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the Registrant's knowledge, in definitive proxy or
other information statements incorporated by reference in Part III of this
Form 10-K or any amendments to this Form 10-K. YES X NO
--- ---
As of June 21, 2001, there were issued and outstanding 3,339,719 shares
of the Registrant's Common Stock. The Registrant's voting stock is traded
over-the-counter and is listed on the Nasdaq National Market under the symbol
"OTFC." The aggregate market value of the voting stock held by nonaffiliates
of the Registrant, based on the closing sales price of the Registrant's common
stock as quoted on the Nasdaq National Market on June 21, 2001 of $14.65, was
$46,326,230.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART III
Item 10. Directors and Executive Officers of the Registrant
- ------------------------------------------------------------
Reports of Ownership and Changes in Ownership
Section 16(a) of the Securities Exchange Act of 1934, as amended
("Exchange Act") requires Oregon Trail Financial Corp.'s ("Company") executive
officers and directors, and persons who own more than 10% of any registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission ("SEC").
Executive officers, directors and greater than 10% shareholders are required
by regulation to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on its review of the copies of such forms it has received
and written representations provided to the Company by the above referenced
persons, the Company believes that during the fiscal year ended March 31, 2001
all filing requirements applicable to its reporting officers, directors and
greater than 10% shareholders were properly and timely complied with.
Directors
The following table sets forth as to each director, his name, age, and
the year he first became a director.
Year First Elected or Term to
Name Age(1) Appointed Director(2) Expire
---- ------ --------------------- ------
Albert H. Durgan 70 1985 2002
Edward H. Elms 53 1986 2002
Stephen R. Whittemore 51 1983 2003
Charles H. Rouse 55 1991 2003
John Gentry 53 1992 2004
John A. Lienkaemper 64 1979 2004
- -----------------
(1) As of March 31, 2001.
(2) Includes prior service on the Board of Directors of Pioneer Bank, A
Federal Savings Bank ("Savings Bank"). Each member of the Board of
Directors of the Company is also a member of the Board of Directors of
the Savings Bank.
The present principal occupation and other business experience during the
last five years of each director is set forth below:
John Gentry has been President and General Manager of Gentry Ford Sales,
Inc., an automobile dealership located in Ontario, Oregon, since 1985. He
served as Vice President of that company between 1972 and 1985. Mr. Gentry
has a Bachelor of Science degree in Business/Journalism from the University of
Oregon. He has been a Director and President of the Ontario, Oregon, Chamber
of Commerce, a Director of the City of Ontario, Oregon, Budget Board, a
Director and President of the Oregon Automobile Dealers Association, and a
Director of the Western States Ford Dealer Advertising Association.
John A. Lienkaemper has been a senior auditor, consultant and U.S. Safety
Coordinator for The Loewen Group, which owns and operates funeral homes,
cemeteries, and crematories, since 1993. Mr. Lienkaemper was a consultant for
Malletta-Verton Partnership, a funeral home operator, from 1989 to 1993.
Prior to 1989, he owned and operated Lienkaemper Chapels located in Nyssa,
Ontario, and Vale, Oregon. Mr. Lienkaemper has a Bachelor of Science in
Geology from Oregon State University.
1
Albert H. Durgan is retired from Pioneer Bank, A Federal Savings Bank
("Savings Bank") after 34 years of service. He served as President of the
Savings Bank from 1986 to 1992. Prior to being President, he held the
position of Executive Vice President for seven years, Branch Manager for 18
years, and also served in other front-line and back office positions. Mr.
Durgan has a Bachelor of Science degree in Real Estate and Finance from the
University of Oregon.
Edward H. Elms has been the owner of P&E Distributing Company, a beverage
distributor, located in Baker City, Oregon, for 29 years. He also owns and
manages commercial and residential rental properties in the Baker City area.
Mr. Elms was the co-owner of Heritage Chevrolet, a car dealership located in
Baker City, Oregon, from 1996 to 1999. Mr. Elms has a degree in Diesel
Technology from the Oregon Institute of Technology.
Stephen R. Whittemore has been the owner of BesTruss, an engineered roof
systems company, since 1996 and has been a partner in Wallowa Lake Tram, Inc.
since 1983. He was the owner of La Grande Lumber Company, a distributor of
building materials, from 1971 to 1996. Mr. Whittemore has a Bachelor of
Science degree in Economics from Oregon State University.
Charles H. Rouse has been employed by Norris Beggs & Simpson Realtors as
Vice President, Corporate Services, since January of 2001. Prior to 2001, Mr.
Rouse was an authorized Sears dealer in Baker City, Oregon, and a property
developer and manager since 1995. He was the owner of Rouse's Home
Furnishings, Baker City, Oregon, from 1985 to 1995. He has been a Director of
the Oregon Tourism Commission and the Western Building Materials Association.
Mr. Rouse has a Bachelor of Science degree in Biology and a Masters of
Business Administration from Oregon State University.
Meetings and Committees of the Board of Directors
The Boards of Directors of the Company and the Savings Bank conduct their
business through meetings of the Boards and through their committees. During
the fiscal year ended March 31, 2001, the Board of Directors of the Company
held five special meetings and four regularly scheduled meetings, and the
Board of Directors of the Savings Bank held one special meeting and 12
regularly scheduled meetings. No director of the Company or the Savings Bank
attended fewer than 75% of the total meetings of the Boards and committees on
which such person served during this period.
Committees of the Company's Board. The Company's Board of Directors has
established Audit and Nominating Committees.
The Audit Committee consists of Directors Elms (Chairman), Gentry and
Durgan. It receives and reviews all reports prepared by the Company's
external and internal auditor. The internal auditor reports monthly to the
Audit Committee. The Audit Committee met five times during the fiscal year
ended March 31, 2001.
The full Board of Directors acts as a Nominating Committee for the annual
selection of management's nominees for election as directors of the Company.
The full Board of Directors met once in its capacity as Nominating Committee
on July 24, 2001.
Committees of the Savings Bank's Board. The Savings Bank's Board of
Directors has established Personnel and Compensation, Audit and Nominating
Committees, among others.
The Personnel Committee, consisting of Directors Rouse (Chairman), Elms
and Lienkaemper, is responsible for all personnel issues, including
recommending compensation levels for all employees and senior management to
the Board of Directors. The Personnel Committee meets at least twice a year
and met four times during the year ended March 31, 2001.
2
The Audit Committee, consisting of Directors Elms (Chairman), Gentry and
Durgan, receives and reviews all reports prepared by the Savings Bank's
external auditor and the internal audit function. The Audit Committee met
four times during the year ended March 31, 2001.
The full Board of Directors acts as a Nominating Committee for the annual
selection of its nominees for election as directors. The full Board of
Directors met once in its capacity as Nominating Committee on July 24, 2001.
Directors' Compensation
Fees. The Company and the Savings Bank each pay fees to its directors.
Each director of the Company receives a quarterly fee of $1,000, except that
the Chairman of the Board receives a quarterly fee of $1,250. Each director
of the Savings Bank, other than the Chairman of the Board, receives a monthly
fee of $1,075. The Chairman of the Board of the Savings Bank receives a
monthly fee of $1,125. Each director receives an additional $125 per month
for service on the Board of Directors of Pioneer Development Corporation, a
wholly-owned subsidiary of the Savings Bank. The Company and the Savings Bank
paid total fees to directors of $165,000 for the fiscal year ended March 31,
2001.
Directors Emeritus Plan. The Savings Bank maintains the Pioneer Bank
Director's Plan which confers director emeritus status on a director who
retires at or after attaining age 70 with 10 or more years of service. Under
the Director's Plan, a director emeritus receives a fee equal to the greater
of $800 or 65% of the fee payable to regular Board members for attendance at
monthly Board meetings. The fee is payable for the life of the director
emeritus. As a condition of receipt of benefits under the Director's Plan, a
director emeritus is expected to be available to advise and consult with
management of the Savings Bank, represent and promote the interests of the
Savings Bank in its primary market area, and refrain from business activities
that are competitive with or contrary to the interests of the Savings Bank.
An additional feature of the Director's Plan provides that, in the event of a
change in control of the Company or the Savings Bank (as defined in the
Director's Plan), each active director would be treated as a director emeritus
on the effective date of the change of control. Within 30 days of such date,
each director would receive a payment equal to the present value of seven
times the annual fees payable to the director at the effective time of the
change in control. The present value calculation is based on the applicable
federal rate as published by the Internal Revenue Service. Assuming a change
in control had occurred at March 31, 2001, the aggregate amount payable under
the Director's Plan to all current directors would be approximately $326,000.
Executive Officers
The following table sets forth certain information regarding the
executive officers of the Company.
Name Age(1) Position
- ---- ------ --------
Berniel L. Maughan 58 President and Chief Executive Officer
Zane F. Lockwood 46 Executive Vice President
Jonathan McCreary 33 Chief Financial Officer
- -----------------
(1) At March 31, 2001.
Berniel L. Maughan has served as President and Chief Executive Officer of
the Company and the Bank since May 25, 2000. Mr. Maughan previously served
with U.S. Bank, Utah being appointed President and Chief Executive Officer in
February 1997, serving the bank until January 1999. Prior to that, Mr.
Maughan served in the capacity of Senior Vice President and Regional Manager,
and Executive Vice President with U.S. Bank, Oregon from January 1996 to
February 1997. Prior to that, he served as Executive Vice President and
Manager of the Retail Division of
3
West One Bank, Oregon from November 1993 through December 1995; and as Senior
Vice President and Regional Manager, West One Bank, Idaho from August 1986
through November 1993. Mr. Maughan has 32 years of experience in commercial
and retail banking, and has been an active member of numerous civic and
community organizations.
Zane F. Lockwood has served as the Bank's Executive Vice President since
March of 1999 and Senior Vice President from March 1998 to March 1999. Prior
to that time, he served as Senior Commercial Lender after joining the Bank in
October 1997. Mr. Lockwood was employed by U.S. Bank for over 24 years in
various capacities before joining the Bank. During his last ten years with
U.S. Bank, he was a team leader in their Regional Business Loan Center located
in Pendleton, Oregon. In that position he supervised the commercial and
agricultural lending in Union, Baker, Wallowa, Grant and Malheur counties.
Mr. Lockwood was very involved in the communities he has resided in having
held numerous board memberships, including president of the La Grande/Union
County Chamber of Commerce.
Jonathan McCreary has served as Chief Financial Officer and Senior Vice
President of the Company and the Bank since July 17, 2000. Mr. McCreary
previously served with Metropolitan Mortgage & Securities Inc., since 1993,
and was Chief Investment Officer in 2000 when he left to join Oregon Trail
Financial Corp. Mr. McCreary has over ten years experience in financial
management, portfolio management and accounting. He is a Chartered Financial
Analyst, Certified Public Accountant, Certified Managerial Accountant, and
holds a Bachelors Degree in Finance and Accounting from Central Washington
University
Item 11. Executive Compensation
- --------------------------------
Summary Compensation Table
The following information is provided for the chief executive officer and
all other officers of the Company who received salary and bonuses of $100,000
or more during the year ended March 31, 2001("Named Executive Officers").
Long-term Compensation
Annual Compensation(1) Awards
-------------------------- -------------------------
Restricted Number All
Name and Stock of Other Annual
Position Year Salary($) Bonus Awards($)(2) Options(3) Compensation(4)
- -------- ---- --------- ----- ------------ ---------- ---------------
Berniel L. Maughan(5) 2001 $124,039 $25,000 $ -- 50,000 $ 3,000
President and
Chief Executive Officer
Zane F. Lockwood(6) 2001 96,000 -- -- -- 26,733
Executive Vice 2000 84,224 -- -- -- 19,661
President and 1999 76,324 20,000 209,386 46,948 4,654
Corporate Secretary
- ---------------
(1) Does not include certain benefits, the aggregate amounts of which do not exceed 10% of total annual
salary and bonus.
(2) Represents the value of restricted stock awards at October 8, 1998, the date of grant, for Mr.
Lockwood, pursuant to the MRDP. Dividends are paid on such awards if and when declared and paid by the
Company on the Common Stock. At March 31, 2001, the value of the unvested awards (which vest pro rata
over the remaining three year period) for Mr. Lockwood was approximately $158,448 (11,267 shares at
$14.063 per share).
(footnotes continued on following page)
4
(3) For Mr. Maughan, represents the number of options granted on May 22,
2000, which vest at a rate of 20% per year over a five year period. For
Mr. Lockwood, represents the number of options granted on October 8,
1998, which vest at a rate of 20% per year over a five year period.
(4) Consists of employer 401(k) plan contributions and Employee Stock
Ownership Plan ("ESOP") shares allocated but not necessarily vested.
ESOP shares allocated are valued at share price on the close of business
on March 31, 2001 ($14.063).
(5) On May 25, 2000, Berniel L. Maughan was appointed by the Board of
Directors to become the President and Chief Executive Officer of the
Company and the Savings Bank.
(6) Prior to Mr. Maughan's appointment as President and Chief Executive
Officer, Mr. Lockwood, Executive Vice President and Corporate Secretary
of the Company and the Savings Bank, was appointed by the Boards
of Directors of the Company and the Savings Bank as Acting President and
Chief Executive Officer.
Option Grants in Last Fiscal Year. The Company maintains the 1998 Stock
Option Plan, which provides discretionary awards of options to purchase Common
Stock to officers, directors and employees as determined by the Board of
Directors. The Stock Option Plan was approved by stockholders at the 1998
Annual Meeting of Stockholders. The following table lists all grants of
options under the Stock Option Plan to Mr. Maughan for the year ended March
31, 2001. No options were granted to Mr. Lockwood during the year ended March
31, 2001.
Potential Realizable
Value at Assumed
Number of Percent of Annual Rates of Stock Price
Securities Total Options Appreciation for
Underlying Granted to Option Term(2)
Options Employees in Exercise Expiration
Name Granted (1) Year Price Date 5%($) 10%($)
- ---- ----------- ---- ----- ---- ---------------------------
Berniel L. Maughan 50,000 75.47% $9.125 5/22/10 $642,500 $1,224,500
- ------------------
(1) Each option grant reported in the table vests at the rate of 20% per annum. Options will become
immediately exercisable in the event of a change in control of the Company.
(2) The dollar gains under these columns result from calculations required by the SEC's rules and are not
intended to forecast future price appreciation of the Common Stock of the Company. It is important to
note that options have value to the listed executive only if the stock price increases above the
exercise price shown in the table during the effective option period. In order for the listed
executives to realize the potential values set forth in the 5% and 10% columns in the table, the price
per share of the Company's Common Stock would be approximately $21.97 and $33.61, respectively, as of
the expiration of the options granted on May 22, 2000.
Option Exercise/Value Table. The following table lists all possible exercises of options under the
Stock Option Plan by the Named Executive Officers for the year ended March 31, 2001 and contains certain
information about the potential value of the options based upon certain assumptions as to the appreciation
of the Company's Common Stock over the life of the option.
Number of
Securities Underlying Value of Unexercised
Unexercised Options In-the-Money Options
Shares Value at Fiscal Year End(#) at Fiscal Year End($)(1)
Acquired on Value -------------------------- --------------------------
Name Exercise (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ----------- ----------- ------------- ----------- -------------
Berniel L. Maughan -- -- -- 50,000 $ -- $246,900
Zane F. Lockwood -- -- 18,779 28,169 54,703 82,056
- --------------
(1) Value of unexercised in-the-money options equals market value of shares covered by in-the-money options
on March 31, 2001 less the option exercise price. Options are in-the-money if the market value of the
shares covered by the options is greater than the option exercise price.
5
Employment Agreements. The Company (the "Employer") entered into
employment agreements ("Employment Agreement") with Messrs. Maughan and
Lockwood (individually, the "Executive") on May 22, 2000 and April 1, 2000,
respectively, which were subsequently amended on February 12, 2001. The
amendments to the Employment Agreements were made to provide the benefits to
the Executive intended when the Board of Directors adopted the initial
Employment Agreements.
Mr. Maughan's Employment Agreement is for an initial four-year term,
which may be extended annually for an additional year at the discretion of the
Board of Directors of the Company. Mr. Lockwood's Employment Agreement was
for an initial term of 20 months until June 1, 2001, and may be extended
annually for an additional year at the discretion of the Board of Directors of
the Company. The Employment Agreements provide that the Executive's base
salary is subject to annual review by the Board of Directors. The current
base salaries for Messrs. Maughan and Lockwood are $150,000 and $96,000,
respectively. The Employment Agreements are terminable by the Employer at any
time, by the Executive if the Executive is assigned duties inconsistent with
his initial position, duties, responsibilities and status, or upon the
occurrence of certain events specified by federal regulations.
The Employment Agreements provide for liquidated damages in the event of
involuntary termination, not involving a change in control. Under this
provision, Mr. Maughan would receive the lesser of three year's base salary or
the base salary for the remaining term of his Employment Agreement, plus the
average bonus paid over the last two fiscal years, all payable monthly. Mr.
Lockwood would receive the lesser of 18 month's base salary or the base salary
for the remaining term of his Employment Agreement, payable monthly. The
Executives would also be entitled to health and other insurance coverage as
currently provided. All of these payments would be reduced, dollar for
dollar, by any earnings or insurance the Executive receives over this same
time period from any other employment.
The Employment Agreements also provide for severance payments and other
benefits in the event of involuntary termination of employment in connection
with any change in control of the Employer. Severance payments also will be
provided on a similar basis in connection with a voluntary termination of
employment where, subsequent to a change in control, the Executive is assigned
duties inconsistent with his position, duties, responsibilities and status
immediately prior to such change in control. The term "change in control" is
defined in the agreement as having occurred when, among other things, (a) a
person other than the Company purchases shares of Common Stock pursuant to a
tender or exchange offer for such shares, (b) any person (as such term is used
in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the Company's then
outstanding securities, (c) a majority of the membership of the Board of
Directors changes as the result of a contested election, or (d) shareholders
of the Company approve a merger, consolidation, sale or disposition of all or
substantially all of the Company's assets, or a plan of partial or complete
liquidation.
In the event of the Executive's termination six months preceding, at the
time of, or within 24 months following a change of control, the Executives
would be entitled to receive the severance payment described above and a lump
sum cash payment equal to 2.99 times the Executive's base amount of
compensation, minus the acceleration and lapse value of any unvested stock
options. Assuming that a change in control had occurred at March 31, 2001 and
that the Executives received a lump sum cash payment under the Employment
Agreements, Messrs. Maughan and Lockwood would have been entitled to a payment
of approximately $448,500 and $287,040, respectively. Section 280G of the
Code provides that severance payments that equal or exceed three times the
individual's base amount are deemed to "excess parachute payments" if they are
contingent upon a change in control. Individuals receiving excess parachute
payments are subject to a 20% excise tax on the amount of such excess
payments. The Employment Agreements provide that in the event any payments or
benefits provided to the Executives constitute excess parachute payments, the
Employer will pay the Executive in cash any additional amounts equal to the
amount needed to ensure that the amount of such payment and the value of such
benefits received by the Executive, net of any taxes, equals the amount of
such payments and value of such benefits as the Executive would receive in the
absence of any excise taxes.
The Employment Agreements restrict the Executive's right to compete
against the Employers for a period of one year from the date of termination of
the Employment Agreement if the Executive voluntarily terminates employment,
except in the event of a change in control.
6
Audit Committee Matters
Audit Committee Charter. The Audit Committee operates pursuant to a
Charter approved by the Company's Board of Directors. The Audit Committee
reports to the Board of Directors and is responsible for overseeing and
monitoring financial accounting and reporting, the system of internal controls
established by management and the audit process of the Company. The Audit
Committee Charter sets out the responsibilities, authority and specific duties
of the Audit Committee. The Charter specifies, among other things, the
structure and membership requirements of the Committee, as well as the
relationship of the Audit Committee to the independent accountants, the
internal audit department, and management of the Company. A copy of the Audit
Committee Charter is attached to this Amended Form 10-K as Exhibit 99.
Report of the Audit Committee. In connection with the specific activities
performed by the Committee in its oversight role, it has issued the following
report as of July 24, 2001:
(1) The Audit Committee has reviewed and discussed the audited financial
statements as of and for the year ended March 31, 2001 with
management of the Company.
(2) The Audit Committee has discussed with the independent auditors the
matters required to be discussed by SAS 61 and SAS 90.
(3) The Audit Committee has received from the independent accountants,
as required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committee, (i) a written
disclosure, indicating all relationships, if any, between the
independent auditor and its related entities and the Company and its
related entities which, in the auditor's professional judgment,
reasonably may be thought to bear on the auditor's independence, and
(ii) a letter from the independent auditor confirming that, in its
professional judgment, it is independent of the Company; and the
Audit Committee has discussed with the auditor the auditor's
independence from the Company.
Based on the review and discussions referred to in paragraphs (1) through
(3) above, the Audit Committee recommended to the Board of Directors that the
audited financial statements should be included in the Company's Annual Report
on Form 10-K for the fiscal year ended March 31, 2001, for filing with the
SEC.
The Audit Committee:
Edward H. Elms (Chairman)
John Gentry
Albert H. Durgan
Independence and Other Matters. Each member of the Audit Committee is
"independent," as defined, in the case of the Company, under the Nasdaq Stock
Market Rules. The Audit Committee members do not have any relationship to the
Company that may interfere with the exercise of their independence from
management and the Company. None of the Audit Committee members are current
officers or employees of the Company or its affiliates.
Compensation Committee Matters
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or
the Exchange Act that might incorporate future filings, including this Form
10-K, in whole or in part, the following Report of the Compensation Committee
and Performance Graph shall not be incorporated by reference into any such
filings.
Report of the Compensation Committee. Under rules established by the
SEC, the Company is required to provide certain data and information in regard
to the compensation and benefits provided to the Company's Chief
7
Executive Officer and other executive officers. The disclosure requirements
for the Chief Executive Officer and other executive officers include the use
of tables and a report explaining the rationale and considerations that led to
the fundamental executive compensation decisions affecting those individuals.
The Personnel and Compensation Committee ("Committee") of the Savings
Bank's Board of Directors sets and administers all policies, as defined by the
SEC, that govern the total compensation, including long-term compensation of
the Company's Chief Executive Officer and other executive officers. None of
the members of the Committee is an employee of the Company. The Committee's
policy is in keeping with the Company's philosophy to offer executive officers
competitive compensation and benefits that will permit the Company to attract
and retain highly qualified individuals and to motivate such individuals by
rewarding them based on the Company's performance.
Currently, the Company's executive compensation package consists
primarily of base salary and bonus awards. Individual executive salaries are
established based on the individual's subjective performance evaluation, the
Company's performance, and market parity. The Committee uses compensation and
bonus survey data from the Oregon Banker's Association, America's Community
Bankers, and the Washington Financial Industry for its market comparison. The
data compares the Company's executive officers to those similarly situated in
other similarly sized financial institutions in the region. The compensation
of Mr. Maughan, the Company's President and Chief Executive Officer, and Mr.
Lockwood, the Company's Executive President and Corporate Secretary, is
determined in the same manner as other executive officers as described above.
Therefore, Messrs. Maughan's and Lockwood's compensation is largely dependent
upon their individual performance, the Company's overall performance, and
market comparison.
Bonuses may be awarded to executive and other officers of the Company
based on their performance and that of the Company. The Committee determines
the appropriate level of bonuses using the Committee's assessment of each
executive officer's contributions to the Company's success. More
specifically, the Company's return on average assets, return on equity,
corporate management, and staffing controls all are used in this assessment.
The Company has implemented a Stock Option Plan and MRDP as part of its
overall compensation to executive officers.
The Company provides benefits to its executive officers that are
generally available to other Company officers and employees. This includes a
401(k) profit sharing plan, an employee stock ownership plan, and a
non-qualified deferred compensation plan for key executives. A committee
appointed by the Board of Directors administers the plans. Messrs. Maughan
and Lockwood participate in the 401(k) profit sharing plan and the employee
stock ownership plan.
The Committee has recognized that the efforts of key Company executives
is, and will continue to be, paramount to its success. Therefore, the Board
of Directors approved, based upon Committee recommendation, the adoption of an
employment agreement with Mr. Maughan, which is designed to retain him and
allow him a concerted focus on Company operations. The Company has also
entered into an employment agreement with Mr. Lockwood. The terms of Messrs.
Maughan's and Lockwood's employment agreements are discussed under "Executive
Compensation -- Employment Agreements."
The Committee has reviewed the total compensation of all executive
officers during fiscal year 2001 and has concluded that their compensation is
reasonable and consistent with the Company's compensation philosophy and
industry practice.
PERSONNEL AND COMPENSATION COMMITTEE
/s/ Charles H. Rouse (Chairman)
/s/ John A. Lienkaemper
/s/ Edward H. Elms
Compensation Committee Interlocks and Insider Participation. No
executive officer of the Company or the Savings Bank has served as a member of
the compensation committee of another entity, one of whose executive
8
officers served on the Personnel Committee. No executive officer of the
Company or the Savings Bank has served as a director of another entity, one of
whose executive officers served on the Personnel Committee. No executive
officer of the Company or the Savings Bank has served as a member of the
compensation committee of another entity, one of whose executive officers
served as a director of the Company or the Savings Bank.
Performance Graph. The following graph compares the cumulative total
shareholder return on the Company's Common Stock with the cumulative total
return on the Nasdaq U.S. Companies Index and a peer group of the SNL
Securities, Inc. $250,000 to $500,000 Asset Thrift Index. Total return
assumes (i) the reinvestment of all dividends and (ii) the value of the
investment in the Company's Common Stock and each index was $100 at the close
of trading on October 6, 1997, the date on which the Company's Common Stock
began trading on the Nasdaq National Market.
[graph appears here]
Period Ended
-----------------------------------------------------------------------------------
Index 10-06-97 03/31/98 09/30/98 03/31/99 09/30/99 03/31/00 09/30/00 03/31/01
- ----- -------- -------- -------- -------- -------- -------- -------- --------
Oregon Trail
Financial Corp. $100.00 106.26 78.31 78.26 68.75 54.99 73.73 90.29
NASDAQ - Total U.S.* 100.00 107.16 99.35 144.79 162.33 269.30 215.49 107.80
SNL $250M to $500M
Thrift Index 100.00 116.82 92.65 99.50 115.26 104.63 122.28 139.58
*Source: CRSP, Center for Research in Security Prices, Graduate School of Business, The University of
Chicago, 2001. Used with permission. All rights reserved. crsp.com
9
Item 12. Security Ownership of Certain Beneficial Owners and Management
- ------------------------------------------------------------------------
Persons and groups who beneficially own in excess of 5% of the Company's
Common Stock are required to file certain reports with the SEC, and provide a
copy to the Company, disclosing such ownership pursuant to the Exchange Act.
Based on such reports, the following table sets forth, at the close of
business on July 10, 2001, certain information as to those persons who were
beneficial owners of more than 5% of the outstanding shares of Common Stock.
Management knows of no persons other than those set forth below who
beneficially owned more than 5% of the outstanding shares of Common Stock at
the close of business on July 10, 2001. The table also sets forth, as of the
close of business on July 10, 2001, certain information as to shares of Common
Stock beneficially owned by the Company's directors, "named executive
officers," and all directors and executive officers as a group.
Number of Shares Percent of Shares
Name Beneficially Owned (1) Outstanding
- ---- ---------------------- -----------
Beneficial Owners of More Than 5%
Pioneer Bank, A Federal Savings Bank(2) 363,787 9.89%
Employee Stock Ownership Plan Trust
Joseph Stilwell(3) 290,800 7.91
26 Broadway, 23rd Floor
New York, NY 10004
Westport Asset Management, Inc.(4) 232,500 6.32
253 Riverside Avenue
Westport, Connecticut 06880
Brandes Investment Partners, L.P.(5) 199,285 5.42
12750 High Bluff Drive
San Diego, California 92130
Directors(6)
John Gentry 36,126 *
John A. Lienkaemper 36,351 *
Albert H. Durgan 31,643 *
Edward H. Elms 45,195 1.23
Stephen R. Whittemore 41,126 1.12
Charles H. Rouse 41,126 1.12
Named Executive Officers(6)(7)
Berniel L. Maughan 10,000 0.27
Zane F. Lockwood 35,153 0.96
All Executive Officers and
Directors as a Group (eight persons) 276,720 7.52%
- ------------
* Less than 1 percent of shares outstanding.
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed
to be the beneficial owner, for purposes of this table, of any shares of
Common Stock if he or she has voting and/or investment power with
10
respect to such security. The table includes shares owned by spouses,
other immediate family members in trust, shares held in retirement
accounts or funds for the benefit of the named individuals, and other
forms of ownership, over which shares the persons named in the table may
possess voting and/or investment power. The table includes exercisable
stock options in the amounts of 11,737 each for Messrs. Gentry,
Lienkaemper, Durgan, Elms, Whittemore and Rouse. The table also includes
exercisable stock options in the amounts of 10,000 and 18,779 for Messrs.
Maughan and Lockwood, respectively.
(2) Under the terms of the ESOP, the trustees will vote unallocated shares
and allocated shares for which no voting instructions are received in the
same proportion as shares for which the trustees have received voting
instructions from participants. As of the July 10, 2001, 159,996
shares have been allocated to participants' accounts. The trustees of the
ESOP are William H. Winegar, Michelle Kaseburg, Anne Raffetto and
Jonathan McCreary.
(3) Based on a SEC Schedule 13D, dated May 29, 2001, that discloses shared
voting and dispositive power as to 290,800 shares.
(4) Based on a SEC Schedule 13G, dated February 14, 2001, that discloses
shared voting and dispositive power as to 232,500 shares.
(5) Based on a SEC Schedule 13G dated February 11, 1999, that discloses
shared voting and dispositive power as to 199,285 shares.
(6) Includes unvested shares in the Company's Management Recognition and
Development Plan ("MRDP"). Participants in the MRDP exercise all rights
incidental to ownership, including voting rights.
(7) SEC regulations define the term "named executive officers" to include all
individuals serving as chief executive officer during the most recently
completed fiscal year, regardless of compensation level, and the four
most highly compensated executive officers, other than the chief
executive officer, whose total annual salary and bonus for the last
completed fiscal year exceeded $100,000. Messrs. Maughan and Lockwood
were the Company's only "named executive officers" during the fiscal year
ended March 31, 2001.
The Company is not aware of any arrangements, including any pledge by any
person of securities of the Company, the operation of which may at a
subsequent date result in a change in control of the Company.
Item 13. Certain Relationships and Related Transactions
- --------------------------------------------------------
Federal regulations require that all loans or extensions of credit to
executive officers and directors of insured financial institutions must be
made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other
persons, except for loans made pursuant to programs generally available to all
employees, and must not involve more than the normal risk of repayment or
present other unfavorable features. The Company's subsidiary financial
institution is therefore prohibited from making any new loans or extensions of
credit to executive officers and directors at different rates or terms than
those offered to the general public, except for loans made pursuant to
programs generally available to all employees, and has adopted a policy to
this effect. In addition, loans made to a director or executive officer in an
amount that, when aggregated with the amount of all other loans to such person
and his or her related interests, are in excess of the greater of $25,000 or
5% of the institution's capital and surplus (up to a maximum of $500,000) must
be approved in advance by a majority of the disinterested members of the Board
of Directors. At March 31, 2001, loans to directors and executive officers
totalled approximately $1.2 million.
11
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
- --------------------------------------------------------------------------
(a) Exhibits
3(a) Articles of Incorporation of the Registrant (1)
3(b) Bylaws of the Registrant (1)
3(c) Amendment to Bylaws of the Registrant (2)
10(a) Amended Employment Agreement with Berniel Maughan(3)
10(b) Amended Employment Agreement with Zane F. Lockwood(3)
10(c) Amended Employee Severance Compensation Plan (4)
10(d) Pioneer Bank, a Federal Savings Bank Employee Stock
Ownership Plan (4)
10(e) Pioneer Bank, a Federal Savings Bank 401 (k) Plan (1)
10(f) Pioneer Bank Director Emeritus Plan (1)
10(g) 1998 Stock Option Plan (5)
10(h) 1998 Management Recognition and Development Plan (5)
21 Subsidiaries of the Registrant
23 Consent of the Independent Auditors
- -------------
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (333-30051), as amended.
(2) Incorporated by reference to the Registrant's Amended Form 10-Q for the
quarter ended December 31, 2000.
(3) Incorporated by reference to the Registrant's Form 10-Q/A for the
quarter ended December 31, 2000.
(4) Incorporated by reference to the Registrant's Form 10-Q for the quarter
ended June 30, 2000.
(5) Incorporated by reference to the Registrant's Definitive Proxy Statement
for the 1998 Annual Meeting of Shareholders.
(6) Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the year ended March 31, 2001.
(b) Reports on Form 8-K
Three Current Reports Form 8-K were filed during the quarter ended
March 31, 2001. Two Forms 8-K, were filed on January 22, 2001, in which (i)
the Company announced its restructuring and strategic focus; and (ii)
announced that the Company had provided documents to Stilwell Associates,
L.P., pursuant to a statutory shareholder's request. A third Form 8-K was
filed on February 15, 2001, which announced the Company's rejection of the
request by Joseph Stilwell that he be allowed to name two persons to the
Company's Board of Directors.
12
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
OREGON TRAIL FINANCIAL CORP.
Date: July 26, 2001 By:/s/ Berniel L. Maughan
-------------------------------------
Berniel L. Maughan
President and Chief Executive Officer
(Duly Authorized Representative)
Exhibit 99
Audit Committee Charter
OREGON TRAIL FINANCIAL CORP.
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
I. Audit Committee Purpose
The Audit Committee is appointed by the Board of Directors to assist
the Board in fulfilling its oversight responsibilities. The Audit
Committee's primary duties and responsibilities are to:
(1) Monitor the integrity of the Company's financial reporting
process and systems of internal controls regarding finance,
accounting, and legal compliance.
(2) Monitor the independence and performance of the Company's
independent auditors and internal auditing department.
(3) Provide an avenue of communication among the independent
auditors, management, the internal auditing department, and
the Board of Directors.
The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct
access to the independent auditors as well as anyone in the
organization. The Audit Committee has the ability to retain, at the
Company's expense, special legal, accounting, or other
consultants or experts it deems necessary in the performance of its
duties.
Audit Committee Composition and Meetings
Audit Committee members shall meet the requirements of the NASDAQ
National Market. The Audit Committee shall be comprised of three or
more directors as determined by the Board, each of whom shall be
independent non-executive directors, free from any relationship that
would interfere with the exercise of his or her independent
judgment. All members of the Committee shall have a basic
understanding of finance and accounting, and be able to read and
understand fundamental financial statements. At least one member of
the Committee shall have accounting or related financial management
expertise.
Audit Committee members shall be appointed by the Board on
recommendation of the Chairman. If an Audit Committee Chair is not
designated or present, the members of the Committee may designate a
Chair by majority vote of the Committee membership.
The Committee shall meet at least four times annually, or more
frequently as circumstances dictate. The Audit Committee Chair
shall prepare and/or approve an agenda in advance of each meeting.
The Committee should meet privately in executive session at least
annually with management, the director of the internal auditing
department, the independent auditors, and as a committee to discuss
any matters that the Committee, or each of these groups believe
should be discussed. In addition, the Committee, or at least its
Chair, should communicate with management and the independent
auditors quarterly to review the Company's financial statements and
significant findings based upon the auditors limited review
procedures.
1
III. Audit Committee Responsibilities and Duties
Review Procedures
. Review and reassess the adequacy of this Charter at least
annually. Submit the charter to the Board of Directors for
approval and have the document published at least every three
years in accordance with SEC regulations.
. Review the Company's annual audited financial statements and
other published documents containing the company's financial
information prior to filing or distribution. Review should
include a discussion with management and the independent auditors
of significant issues regarding accounting principles, practices,
and judgments.
. Review annual filings with the SEC and other published documents
containing the company's financial information. Review should
consider whether the information presented in the filings is
consistent with the information contained in the financial
statements.
. In consultation with management, the independent auditors, and
the internal auditors, consider the integrity of the Company's
financial reporting processes and controls. Discuss significant
financial and operational risk exposures and the steps management
has taken to monitor, control, and report such exposures. Review
significant findings prepared by the independent auditors and
the internal auditing department together with management's
responses.
. Review with financial management, the independent auditors, and
the internal auditor the company's quarterly financial results
prior to the release of earnings; and/or the Company's
quarterly financial statements prior to filing with the SEC or
other regulators or prior to distribution. Discuss any
significant changes to the Company's accounting principles and
any items required to be communicated by the independent auditors
in accordance with SAS 61. The Chair of the Committee may
represent the entire Audit Committee for purposes of this review.
Independent Auditors
. The independent auditors are ultimately accountable to the Audit
Committee and the Board of Directors. The Audit Committee shall
review, confirm, and assure the independence and performance of
the independent auditors. Annually, the Committee will recommend
to the Board of Directors the appointment of the independent
auditors or approve any discharge of auditors when circumstances
warrant.
. Approve the fees and other significant compensation to be paid to
the independent auditors.
. On an annual basis, the Committee will review and discuss with
the independent auditors all significant relationships they have
with the Company that could impair the auditors' independence.
This should include a review of any consulting services provided
by the independent auditors and the fees paid for those services.
. Prior to releasing the year-end earnings, discuss the results of
the audit with the independent auditors. Discuss certain matters
required to be communicated to audit committees in accordance
with AICPA SAS 61.
. Consider the independent auditors' judgments about the quality
and appropriateness of the Company's accounting principles as
applied in its financial reporting.
2
Internal Audit Department and Legal Compliance
. Review the budget, plan, changes in the plan, activities,
organizational structure, and qualifications of the internal
audit department as needed.
. Review and retain veto power over the appointment, performance,
and replacement of the internal auditor.
. Annually, confirm and assure the independence of the internal
auditor.
. Review significant reports prepared by the internal audit
department, together with management's response and follow-up to
these reports.
. On at least an annual basis, review with the Company's counsel
any legal matters that could have a significant impact on the
organization's financial statements, the Company's compliance
with applicable laws and regulations, and inquiries received from
regulators or governmental agencies.
Additional Audit Committee Responsibilities
. Annually prepare a report to shareholders as required by the
Securities and Exchange Commission. The report shall detail the
Committee's review of the audited financial statements with
management, discussions with the independent auditors pertaining
to the requirements set out in SAS 61, the auditors' continued
independence, and the Committees' recommendations as to inclusion
of the financial statements in the Company's annual report. The
report shall be included in the Company's annual proxy statement.
. Establish, review, and periodically update a Code of Ethical
Conduct; and ensure that management has established a system to
enforce the Code.
. Periodically perform a self-assessment of Audit Committee
performance.
. Review financial and accounting personnel succession-planning
within the Company.
. Annually review policies and procedures as well as audit results
associated with directors' and officers' expense accounts and
perquisites. Annually review a summary of directors' and
officers' related-party transactions and potential conflicts of
interest.
. Perform any other activities consistent with this charter, the
Company's by-laws, and governing law, as the Committee or the
Board deems necessary or appropriate.
. Maintain minutes of meetings and periodically report to the Board
of Directors on significant results of the foregoing activities.
* * * * *
3