FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 28, 2001
Oregon Trail Financial Corp.
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(Exact name of registrant as specified in its charter)
Oregon 0-22953 91-1829481
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State or other jurisdiction Commission (I.R.S. Employer
of incorporation File Number Identification No.)
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
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events
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The Registrant announced that Institutional Shareholder Services, Inc. has
recommended that shareholders vote for management's nominees to the board of
directors at the Annual Meeting of Shareholders scheduled for October 12,
2001. For further information, reference is made to the Registrant's press
release dated September 28, 2001 which is attached hereto as Exhibit 99 and
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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Exhibit
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99 Press Release dated September 28, 2001
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
OREGON TRAIL FINANCIAL CORP.
DATE: September 28, 2001 By:/s/Berniel L. Maughan
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Berniel L. Maughan
President and Chief Executive Officer
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Exhibit 99
Press Release Dated September 28, 2001
OREGON TRAIL FINANCIAL CORP.
FOR IMMEDIATE RELEASE
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Independent Proxy Firm Recommends Vote for the Oregon Trail Slate of Directors
Baker City, OR, September 28, 2001 Oregon Trail Financial Corp. (Nasdaq:
OTFC) announced today that Institutional Shareholder Services, Inc. (ISS) has
recommended that shareholders vote FOR management's nominees to the board of
directors at the Annual Meeting of Shareholders scheduled for October 12, 2001
and against the nominee of dissident shareholder Joseph Stilwell. Management
has nominated John A. Lienkaemper and John Gentry for terms expiring in 2004.
ISS is the world's leading provider of proxy voting and corporate
governance services. ISS serves more than 700 institutional and corporate
clients worldwide for whom they analyze proxies and issue vote recommendations
for more than 9000 U.S.-based shareholder meetings each year.
In issuing its recommendation, ISS interviewed both the Oregon Trail
Financial Corp. management team and Mr. Stilwell and his attorney and analyzed
financial results for Oregon Trail Financial Corp. over the last few years
with particular emphasis on the progress made since the new management team
joined the company last year. In its report, ISS states "Arguably, the
company's new strategic initiatives were the significant contributing factor
in the increasing ROE, excluding expenses incurred by the company in
contesting the dissident's actions". The report goes on to say that "Overall,
based on stock and operational performance over the last year, new management
appears to be taking the necessary steps in turning the company around".
And as a conclusion to summarize its position, ISS reports " there is no
compelling evidence to suggest that management is entrenched and is not
working toward the best interest of all shareholders. Thus, injection of new
blood on the board is not warranted at this time and the company should stay
the course".
Berniel L. Maughan stated on behalf of the company, "We are extremely
gratified that an independent firm has reviewed the progress and plans our
company has made and concluded that we are on the right track. We urge
shareholders to send in the GREEN proxy card voting for Mr. Gentry and Mr.
Lienkaemper to allow us to fully focus on enhancing shareholder value and end
the distraction associated with the dissident issues".
Oregon Trail Financial Corp. is headquartered in Baker City, Oregon and
is the parent company of Pioneer Bank, which was founded in 1901. The company
operates nine full service locations in seven eastern Oregon counties.
On August 29, 2001, the company filed with the Securities and Exchange
Commission (the "Commission") a definitive proxy statement in connection with
the company's 2001 annual meeting of stockholders. Copies of the definitive
proxy statement were mailed to stockholders on or about August 29, 2001.
Investors and security holders are urged to read the definitive proxy
statement and additional definitive soliciting material because they contain
important information. Investors and security holders may obtain a free copy
of the definitive proxy statement and other documents filed by the company
with the Commission at the Commission's website at www.sec.gov. The
definitive proxy statement and these other documents may also be obtained for
free by writing to the company at P.O. Box 846, Baker City, Oregon 97814,
attention, President.
Contact: Berniel L. Maughan, President & CEO, Oregon Trail Financial
Corp. (541) 523-6327.