December 29, 1998
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 25, 1999 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 1998 financial and operating performance.
An important aspect of the meeting process is the stockholder vote on
corporate business items. I urge you to exercise your rights as a stockholder to
vote and participate in this process. This year stockholders are being asked to
vote on the election of two directors and the ratification of the appointment of
independent auditors. The Board of Directors unanimously recommends that you
vote for each of the proposals.
I encourage you to attend the meeting in person. Whether or not you
attend the meeting, I hope that you will read the enclosed Proxy Statement and
then complete, sign and date the enclosed proxy card and return it in the
postage prepaid envelope provided. This will save Cameron Financial Corporation
additional expense in soliciting proxies and will ensure that your shares are
represented. Please note that you may vote in person at the meeting even if you
have previously returned the proxy.
Thank you for your attention to this important matter.
Sincerely
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 25, 1999
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
25, 1999
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Company;
2. The ratification of the appointment of KPMG Peat Marwick LLP as the
auditors of the Company for the fiscal year ending September 30,
1999;
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 11, 1998
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, 1998
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 25, 1999
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 25, 1999, 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, 1998.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon the election of two directors and the appointment of KPMG Peat
Marwick LLP as auditors for the Company.
Vote Required and Proxy Information
All shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for the director nominees and
the proposals set forth in this Proxy Statement. The Company does not know of
any matters, other than as described in the Notice of Annual Meeting, that are
to come before the Meeting. If any other matters are properly presented at the
Meeting for action, the persons named in the enclosed form of proxy and acting
thereunder will have the discretion to vote on such matters in accordance with
their best judgment.
Directors shall be elected by a plurality of the votes present in
person or represented by proxy at the Meeting and entitled to vote on the
election of directors. The appointment of KPMG Peat Marwick LLP as auditors
requires the affirmative vote of a majority of shares present in person or
represented by proxy at the Meeting and entitled to vote on the matter. Proxies
marked to abstain with respect to a proposal have the same effect as votes
against the proposal. Broker non-votes have no effect on the vote. One-third of
the shares of the Common Stock, present in person or represented by proxy, shall
constitute a quorum for purposes of the Meeting. Abstentions and broker non-
votes are counted for purposes of determining a quorum.
A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy, (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting, or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Kennith R.
Baker, Secretary, Cameron Financial Corporation, 1304 North Walnut, P.O. Box
555, Cameron, Missouri 64429.
<PAGE>
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on December 11, 1998
will be entitled to one vote for each share of Common Stock then held. As of
that date, the Company had 2,215,732 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.
<TABLE>
Shares
Beneficially Percent
Beneficial Owner Owned of Class
- ------------------------------------------------------------------- --------------- ---------
<S> <C> <C>
Cameron Financial Corporation Employee Stock Ownership Plan(1) 238,883 10.78%
1304 North Walnut
Cameron, Missouri 64429
Wellington Management Company, LLP 144,500(2) 6.52%
75 State Street
Boston, Massachusetts 02109-1807
John Hancock Advisors 190,000(3) 8.58%
101 Huntington Avenue
Boston, Massachusetts 02199-7603
First Financial Fund, Inc. 211,000(4) 9.52%
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
Friedman, Billings, Ramsey Investment Management, Inc. 126,380(5) 5.70%
1001 Nineteenth Street North
Arlington, Virginia 22209
Directors and executive officers of the Company 198,564(6) 8.96%
and the Association, as a group (10 persons)
- ------------------------
</TABLE>
(1) The amount reported represents shares held by the Employee Stock Ownership
Plan ("ESOP"), 107,141 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 Schedule 13G dated October, 1998. (3) As reported on Schedule
13G dated January, 1998. (4) As reported on Schedule 13G dated February, 1998.
(5) As reported on Schedule 13F dated October, 1998.
(6) 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 20,535 options to purchase
shares of Common Stock granted under the Company's Stock Option Plan and
9,054 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 1999. The amount above excludes
options and awards which do not vest within 60 days of December 11, 1998.
Earl Frazier, an executive officer of the Association, beneficially owns
26,607 shares of Common Stock, including 1,000 stock options and 400 shares
of restricted stock which vest in January 1999.
2
<PAGE>
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.
<TABLE>
Shares of Common
Age at Term Stock Beneficially Percent
September 30, Director to Owned at of
Name 1998 Position(s) Held Since(1) Expire December 11, 1998(2)(3) Class
- -------------------- ----------------- ---------------------- ----------- ---------- ------------------------ -------
NOMINEES
<S> <C> <C> <C> <C> <C> <C>
Jon N. Crouch 58 Director 1992 2002 26,501 1.20%
William F. Barker 50 Director 1996 2002 3,700 *
DIRECTORS CONTINUING IN OFFICE
David G. Just 54 President, Chief 1981 2000 60,960 2.75%
Executive Officer
and Director
William J. Heavner 58 Director 1997 2000 1,311 *
Harold D. Lee 55 Chairman of the 1981 2001 16,112 *
Board
Kennith R. Baker 56 Director 1988 2001 19,212 *
Dennis E. Marshall 48 Director 1998 2001 300 *
- -------------------------------
*Less than 1.0%.
(1) Includes service as a director of the Association.
(2) Includes shares held directly, as well as shares held in retirement accounts, held by certain members of the named individuals'
families, or held by trusts of which the named individual is a trustee or substantial beneficiary, with respect to which shares
the named individuals may be deemed to have sole or shared voting and/or investment power.
(3) Includes 2,421 RRP shares and 6,054 stock options vesting in January 1999 for President Just, and 1,211 RRP shares and 3,027
stock options vesting in January 1999 for Directors Lee, Baker, and Crouch, respectively.
</TABLE>
3
<PAGE>
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
13, 1998, 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 1998 fiscal year.
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.
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 has been a member of the Board of Directors
since 1997. Since 1984, he has owned and operated Red-X Motors, a full line GM
dealership in Cameron.
Harold D. Lee. Mr. Lee was elected to the Board of Directors in 1981. Mr.
Lee is currently Chairman of the Board. 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. Mr. Baker is currently Secretary of the Board.
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.
Herschel Pickett. Mr. Pickett served as a member of the Board of Directors
from 1962 until the 1998 annual meeting of stockholders. He currently serves as
an advisory director of the Company. Mr. Pickett has been involved in farming
since his retirement from full-time service at the Association in 1982.
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, 1998. During fiscal 1998, 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, 1998.
4
<PAGE>
The Compensation Committee is currently composed of Directors Lee, Baker,
Crouch, Barker, Heavner and Marshall. 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 1998. 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 1998.
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 12 regular and 24 special meetings
during the year ended September 30, 1998. No incumbent director attended fewer
than 75% of the total number of meetings held by the Board of Directors and by
all committees of the Board of Directors on which he served during the year.
Director Compensation
During fiscal 1998, 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. 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, 1998, the aggregate amount payable to all
active and emeritus directors would be approximately $1.2 million.
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
5
<PAGE>
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.
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 department in Liberty, Missouri. No other executive officer
earned in excess of $100,000 during fiscal years 1998, 1997 and 1996.
<TABLE>
SUMMARY COMPENSATION TABLE
- ---------------------------------------------------------------------------------------------------------------------------
Long-Term Compensation
Annual Compensation Awards
----------------------------------- --------------------------
Other
Annual Restricted Stock Options/ All Other
Name and Principal Fiscal Salary Bonus Compensation Awards(2) SARs(3) Compensation
Position Year ($) ($) ($)(1) ($) (#) ($)
===========================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
David G. Just, 1998 $102,375 --- --- --- --- $41,931(4)
President and Chief 1997 $97,500 --- --- --- --- $57,353(4)
Executive Officer 1996 $92,500 $8,750 --- $177,065 30,269 $49,662(4)
Earl Frazier, 1998 $97,500 --- --- --- --- $39,394(5)
Loan Office Manager 1997 $93,500 --- --- --- --- $55,610(5)
1996 $90,000 $8,650 --- $29,250 5,000 $64,888(5)
- --------------------
</TABLE>
(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 annual 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. The aggregate value of the
12,107 and 2,000 shares of restricted stock awarded to Mr. Just and Mr.
Frazier, including both vested and unvested shares, as of September 30,
1998, was $202,792 and $33,500, respectively, based upon a closing price
of $16.75 per share on September 30, 1998.
(3) Relates to options granted pursuant to the Company's 1995 Stock Option
and Incentive Plan, which vest and become exercisable in equal annual
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 $40,512 allocated under the ESOP and $9,150 of Board fees in
fiscal 1996, $43,553 allocated under the ESOP and $13,800 of Board fees
in fiscal 1997 and $32,981 allocated under the ESOP and $8,950 of Board
fees in fiscal 1998. Mr. Just deferred $3,600 of Board fees in fiscal
1996, $4,000 of Board fees in fiscal 1997 and $8,400 of Board fees in
fiscal 1998.
(5) Includes $39,441 allocated under the ESOP and $25,447 representing an
incentive bonus in fiscal 1996, $41,141 allocated under the ESOP and
$14,469 representing an incentive bonus in fiscal 1997 and $31,362
allocated under the ESOP and $8,032 representing an incentive bonus in
fiscal 1998.
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, 1998.
Set forth below is certain additional information concerning options
outstanding to the named executive officers at September 30, 1998. No options
were exercised by such persons during fiscal 1998.
<TABLE>
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
Shares Acquired Value Fiscal Year-End Year-End (1)
Name Upon Exercise Realized
Exercisable/Unexercisable Exercisable/Unexercisable
(#) ($)
- --------------------------- ----------------- ----------------- -------------------------- --------------------------
<S> <C> <C> <C> <C>
David G. Just -- $-- 12,107 / 18,162 26,484 / 39,729
- --------------------------- ----------------- ----------------- -------------------------- --------------------------
Earl Frazier __ $ __ 2,000 / 3,000 4,375 / 6,563
=========================== ================= ================= ========================== ==========================
</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, 1998, at which date the closing sales price of the Common
Stock as reported on the Nasdaq National Market was $16.75.
Severance Agreements
The Association has entered into change in control severance agreements
with President and Chief Executive Officer David G. Just, Vice
President/Treasurer Ronald W. Hill and Vice President/Liberty Branch Manager
Stephen D. Hayward. 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, 200% in the case of Mr.
Hill and 100% in the case of Mr. Hayward 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, 1998, the aggregate amount payable to Messrs. Just, Hill and
Hayward under these agreements would have been approximately $302,180, $183,920
and $63,070, 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, 1998, the Association's loans to directors, executive officers and
members of their immediate families totaled $596,636, which represents 1.37% 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
7
<PAGE>
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, 1998.
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, and (v) an employee stock ownership plan. 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
1996, 1997, and 1998, 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 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 ABN AMRO 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.
[GRAPHIC OMITTED]
Cameron Financial 100 145 161 216 191
S&P 500 100 116 137 188 203
ABN AMRO Thrift Index 100 124 153 302 271
Compensation Committee Interlocks and Insider Participation
During fiscal 1998, 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, 1999, 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, 1999.
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, 1999. Any such
proposal shall be subject to the requirements of the proxy rules adopted under
the Exchange Act.
Under the Company's Bylaws, certain procedures are provided which a
stockholder must follow to nominate persons for election as directors or to
introduce an item of business at an annual meeting of stockholders. These
procedures provide, generally, that stockholders desiring to make nominations
for directors, or to bring a proper subject of business before the meeting, must
do so by a written notice timely received (generally not later than 90 days in
advance of such meeting, subject to certain exceptions) by the Secretary of the
Company. The notice must include certain information as specified in the
Company's bylaws.
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, 1998
10
<PAGE>
CAMERON FINANCIAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
January 25, 1999
The undersigned hereby appoints Kennith R. Baker and Ronald W. Hill, 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 25, 1999 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.
JON N. CROUCH WILLIAM F. BARKER
2. The ratification of the appointment of KPMG Peat Marwick LLP as auditors
for the Company for the fiscal year ending September 30, 1999.
|_|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:_______________________________ , 1999____________________________________
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.
<PAGE>
