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.
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(Exact name of registrant as specified in its charter)
Oregon 91-1829481
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) I.D. Number)
2055 First Street, Baker City, Oregon 97814
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (541) 523-6327
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Securities registered pursuant to Section 12(b)
of the Act: None
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Securities registered pursuant to Section 12(g)
of the Act: Common Stock, par value $.01 per share
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(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
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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
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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
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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(3)
John A. Lienkaemper 64 1979 2004(3)
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(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.
(3) Assuming the individual is re-elected at the Annual Meeting of
Stockholders.
The present principal occupation and other business experience during the
last five years of each director is set forth below:
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.
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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.
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.
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
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the Board of Directors. The Personnel Committee meets at least twice a year
and met four times during the year ended March 31, 2001.
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
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Berniel L. Maughan 58 President and Chief Executive Officer
Zane F. Lockwood 46 Executive Vice President
Jonathan McCreary 33 Chief Financial Officer
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(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
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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 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.
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 31, 2001 By:/s/ Berniel L. Maughan
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Berniel L. Maughan
President and Chief Executive Officer
(Duly Authorized Representative)