<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
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 240.14a-11(c) or 240.14a-12
Cameron Financial Corporation
- -----------------------------------------------------------------------------
(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)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
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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4) Proposed maximum aggregate value of transaction:
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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:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
<PAGE>
December 29, 1997
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 26, 1998 in the
Community Room of The Cameron Savings & Loan Association, F.A. located at 1304
North Walnut, 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 1997 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 three 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,
David G. Just
President and Chief Executive Officer
<PAGE>
CAMERON FINANCIAL CORPORATION
1304 North Walnut
Cameron, Missouri 64429
(816) 632-2154
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on January 26, 1998
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Cameron Financial Corporation (the "Company") will be held in
the Community Room of The Cameron Savings & Loan Association, F.A. located at
1304 North Walnut, Cameron, Missouri at 4:00 p.m., Cameron, Missouri time, on
January 26, 1998.
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 three 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, 1998;
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 12,
1997 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
David G. Just
President and Chief Executive Officer
Cameron, Missouri
December 29, 1997
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.
<PAGE>
PROXY STATEMENT
Cameron Financial Corporation
1304 North Walnut
Cameron, Missouri 64429
(816) 632-2154
ANNUAL MEETING OF STOCKHOLDERS
To Be Held January 26, 1998
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 & 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 in the Community Room of The Cameron Savings & Loan Association, F.A.
located at 1304 North Walnut, Cameron, Missouri on January 26, 1998, 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 29, 1997.
At the Meeting, stockholders of the Company are being asked to
consider and vote upon the election of three 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, 1304
North Walnut, P.O. Box 555, Cameron, Missouri 64429.
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on December 12,
1997 will be entitled to one vote for each share of Common Stock then held. As
of that date, the Company had 2,564,305 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.
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Beneficial Owner Owned of Class
- --------------------------------------------------------------------- ------------- --------
<S> <C> <C>
Cameron Financial Corporation Employee Stock Ownership Plan(1)
1304 North Walnut
Cameron, Missouri 64429 240,927 9.40%
Wellington Management
75 State Street
Boston, Massachusetts 02109-1807 281,000(2) 10.96%
John Hancock Advisors
101 Huntington Avenue
Boston, Massachusetts 02199-7603 215,000(2) 8.38%
Directors and executive officers of the Company
and the Association, as a group (10 persons) 168,232(3) 6.44%
</TABLE>
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(1) The amount reported represents shares held by the Employee Stock
Ownership Plan ("ESOP"), 81,959 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, 1997.
(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 23,558 options to
purchase shares of Common Stock granted under the Company's Stock Option
Plan and 10,262 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 1998. The amount
above excludes options and awards which do not vest within 60 days of
December 12, 1997. Earl Frazier, an executive officer of the Association,
beneficially owns 23,335 shares of Common Stock, including 1,000 stock
options and 400 shares of restricted stock which vest in January 1998.
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 are no arrangements or
understandings between any director or nominee and any other person pursuant
to which such director or nominee was selected.
2
<PAGE>
<TABLE>
<CAPTION>
Shares of Common
Age at Term Stock Beneficially Percent
September 30, Director to Owned at of
Name 1997 Position(s) Held Since(1) Expire December 12, 1997(2)(3) Class
- -------------------- ----------------- ---------------------- ----------- ---------- ------------------------ -------
<S> <C> <C> <C> <C> <C> <C>
NOMINEES
--------
Harold D. Lee 54 Director 1981 2001 11,874 *
Kennith R. Baker 55 Director 1988 2001 14,974 *
Dennis E. Marshall 47 Nominee -- 2001 -- *
DIRECTORS CONTINUING IN OFFICE
------------------------------
Jon N. Crouch 57 Director 1992 1999 22,263 *
William F. Barker 49 Director 1996 1999 2,700 *
David G. Just 53 President, Chief 1981 2000 50,316 1.96%
Executive Officer
and Director
William J. Heavner 57 Director 1997 2000 1,311 *
</TABLE>
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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 2,422 RRP shares and 6,053 stock options vesting in January 1998
for President Just, and 1,210 RRP shares and 3,026 stock options vesting
in January 1998 for Directors 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 14, 1997, 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 1997 fiscal year except for Stephen D. Hayward,
an executive officer of the Association, who disposed of shares in January
1997, and who initially reported such dispositions on Form 5 filed on November
12, 1997, and Earl T. Frazier, an executive officer of the Association who
purchased shares in August 1997, and who initially reported such purchases on
Form 5 filed on October 9, 1997.
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.
Harold D. Lee. Mr. Lee was elected to the Board of Directors in 1981.
He owned and operated a local NAPA Auto Parts store for over 20 years until
its sale in 1997.
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.
3
<PAGE>
Dennis E. Marshall. Mr. Marshall is a 1972 graduate of Central
Missouri State University with a B.S. in Mathematics. He was a high school
mathematics teacher from 1972 until 1992 while building a farming operation.
Presently, Mr. Marshall operates a livestock and grain farming operation
involving approximately 2,000 acres of land.
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, 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.
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.
William J. Heavner. Mr. Heavner was elected to the Board of Directors
in 1997. 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. Mr. Pickett's term of office as a Director of the Company
expires at the Meeting, and it is expected that he will serve thereafter as an
advisory director of the Company. At December 12, 1997, Mr. Pickett
beneficially owned 7,263 shares of Common Stock, including 3,026 stock options
and 1,210 shares of restricted stock vesting in January 1998.
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, 1997. During fiscal 1997, 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,
1997.
The Compensation Committee is currently composed of Directors
Pickett, Hill, Lee, Baker, Crouch, Barker and Heavner. 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 1997. 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 1997.
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.
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 special
meetings during the year ended September 30, 1997. 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.
4
<PAGE>
Director Compensation
During fiscal 1997, 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 $700 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, Barker and Heavner
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 or annually 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 director Pickett, 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, 1997, the aggregate amount payable to all active and
emeritus directors would be approximately $1.2 million. Director Pickett 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. Pickett will receive $17,500 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
<PAGE>
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 $100,000 during fiscal years 1995, 1996
and 1997.
<TABLE>
<CAPTION>
===========================================================================================================================
SUMMARY COMPENSATION TABLE
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Long-Term Compensation
Annual Compensation Awards
-----------------------------------------------------------------
Other
Annual Restricted Stock Options/ All Other
Name and Principal Fiscal Salary Bonus Compensation Awards(2) SARs(3) Compensation
Position Year ($) ($) ($)(1) ($) (#) ($)
===========================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
David G. Just, 1997 $97,500 --- --- --- --- $57,353(4)
President and Chief 1996 $92,500 $8,750 --- $177,065 30,269 $49,662(4)
Executive Officer 1995 $87,500 $8,400 --- --- --- $38,405(4)
- ---------------------------------------------------------------------------------------------------------------------------
Earl Frazier, 1997 $93,500 --- --- --- --- $55,610(5)
Loan Office Manager 1996 $90,000 $8,650 --- $29,250 5,000 $64,888(5)
1995 $86,500 $8,400 --- --- --- $37,947(5)
===========================================================================================================================
</TABLE>
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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. 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
market value per share of Common Stock was $14.5625 on the date of grant.
The first installment of options became exercisable on January 29, 1997.
(4) Includes $30,005 allocated under the ESOP and $8,400 of Board fees for
fiscal 1995, $40,512 allocated under the ESOP and $9,150 of Board fees in
fiscal 1996 and $43,553 allocated under the ESOP and $13,800 of Board
fees in fiscal 1997. Mr. Just deferred $3,600 of Board fees in both
fiscal 1995 and 1996 and $4,000 of Board fees in fiscal 1997.
(5) Includes $29,702 allocated under the ESOP and $8,245 representing an
incentive bonus during fiscal 1995, $39,441 allocated under the ESOP and
$25,447 representing an incentive bonus in fiscal 1996 and $41,141
allocated under the ESOP and $14,469 representing an incentive bonus in
1997.
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
<PAGE>
No options were granted under the Stock Option Plan to the named
executive officers during the year ended September 30, 1997.
Set forth below is certain additional information concerning options
outstanding to the named executive officers at September 30, 1997. No options
were exercised by such persons during fiscal 1997.
<TABLE>
<CAPTION>
===========================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
===========================================================================================================================
Number of Unexercised Value of Unexercised In-
Options at The-Money Options at
Fiscal Year-End Year-End (1)
--------------------------------------------------------
Shares Acquired Value Exercisable/Unexercisable Exercisable/Unexercisable
Name Upon Exercise Realized (#) ($)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
David G. Just -- $ -- 6,054 / 24,215 28,378 / 113,508
- ---------------------------------------------------------------------------------------------------------------------------
Earl Frazier -- $ -- 1,000 / 4,000 4,688 / 18,750
===========================================================================================================================
</TABLE>
- ------------------------------------
(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, 1997, at which date the closing sales price of the Common
Stock as reported on the Nasdaq National Market was $19.25.
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, 1997, the aggregate amount payable to Messrs. Just and Hill under these
agreements would have been approximately $266,700 and $138,530, 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. 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, 1997, the Association's loans to directors,
executive officers and members of their immediate families totaled $604,412,
which represents 1.35% 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 generally 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. However, recent
regulations now permit executive officers and directors to receive the same
terms through benefit or compensation plans that are widely available to other
employees, as long as the director or executive officer is not given
preferential treatment compared to the other participating employees. All
loans to directors and officers were performing in accordance with their terms
at September 30, 1997.
7
<PAGE>
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 all 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.
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 1995, 1996, and 1997, 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
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
<PAGE>
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 AACC 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 RETURN
Among Cameron Financial Corporation Common Stock,
S&P 500 Index, and AACC Thrift Index
Valuation of Investment Dollars
325-----------------------------------------------------------------------------
*302
300-----------------------------------------------------------------------------
275-----------------------------------------------------------------------------
250-----------------------------------------------------------------------------
225-----------------------------------------------------------------------------
@216
200-----------------------------------------------------------------------------
#188
175-----------------------------------------------------------------------------
@161
*153
150-----------------------@145--------------------------------------------------
#137
*124
125-----------------------------------------------------------------------------
@100 #116
#100
100-*100------------------------------------------------------------------------
04/03/95 09/30/85 09/30/96 09/30/97
@ = Cameron Financial
# = S&P 500
* = AACC Thrift Index
April 3, September 30, September 30, September 30,
1995 1995 1996 1997
-------- ------------- ------------- -------------
Cameron Financial 100 145 161 216
S&P 500 100 116 137 188
AACC Thrift Index 100 124 153 302
Compensation Committee Interlocks and Insider Participation
During fiscal 1997, 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.
9
<PAGE>
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, 1998, 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.
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, 1998.
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 1304 North Walnut, Cameron, Missouri 64429, no later than
August 31, 1998. 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 29, 1997
10
<PAGE>
CAMERON FINANCIAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
January 26, 1998
The undersigned hereby appoints Jon N. Crouch and David G. Just, 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 in the Community
Room of The Cameron Savings & Loan Association, F.A. located at 1304 North
Walnut, Cameron, Missouri on January 26, 1998 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.
HAROLD D. LEE KENNITH R. BAKER DENNIS E. MARSHALL
2. The ratification of the appointment of KPMG Peat Marwick LLP as auditors
for the Company for the fiscal year ending September 30, 1998.
/ / 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)
<PAGE>
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: , 1998
---------------- -------------------------------------------------
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.
