SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
(Amendment No. 3)*
Cameron Financial Corporation
-----------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
---------------------------------------------------
(Title of Class of Securities)
133425-10-8
------------------
(CUSIP Number)
December 31, 1998
-----------------
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 Pages
<PAGE>
CUSIP NO. 133425 10 8 Page 2 of 5 Pages
================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON(ENTITIES ONLY)
Cameron Financial Corporation
Employee Stock Ownership Trust
IRS ID No. 37-1339835
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
131,742
--------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 107,141
OWNED BY --------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 238,883
--------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
238,883
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|_|
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9% of 2,189,759 shares of Common Stock outstanding
as of December 31, 1998.
- --------------------------------------------------------------------------------
12 TYPE IN REPORTING PERSON*
EP
================================================================================
<PAGE>
CUSIP NO. 133425 10 8 Page 3 of 5 Pages
Item 1(a). Name of Issuer:
Cameron Financial Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
1304 N Walnut Street
Cameron, Missouri 64429
Item 2(a). Name of Person Filing:
Cameron Financial Corporation
Employee Stock OwnershipTrust
Trustee: First Bankers Trust Company, N.A.
Item 2(b). Address of Principal Business Office:
2321 Koch's Lane
Quincy, Illinois 62301
Item 2(c). Citizenship or Place of Organization:
Missouri
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e). CUSIP Number:
133425 10 8
Item 3. If this Statement is Filed Pursuant To Rule 13d-1(b), 13d-2(b)
or (c), Check Whether the Person Filing is a:
(f) |X| This person is an Employee Benefit Plan, Pension Fund
which is subject to the provisions of the Employee Retirement
Income Security Act of 1974; see 13d-1(b)(1)(ii)(F).
Item 4. Ownership:
As of December 31, 1998, the reporting person
beneficially owned 238,883 shares of the Issuer. This number
of shares represents 10.9% of the common stock, par value
$.01 per share, of the Issuer, based upon 2,189,759 shares
of such common stock outstanding as of
<PAGE>
CUSIP NO. 133425 10 8 Page 4 of 5 Pages
December 31, 1998. As of December 31, 1998, the reporting
person has sole power to vote or to direct the vote of 131,742
shares and shared power to vote or to direct the vote of
107,141 shares. The reporting person has sole power to dispose
or to direct the disposition of 238,883 shares of common
stock.
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person:
Not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
Not applicable
Item 8. Identification and Classification of Members of the Group:
The reporting person is an employee benefit plan subject to
the provisions of the Employee Retirement Income Security Act
of 1974.
Item 9. Notice of Dissolution of Group:
Not applicable
Item 10. Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
<PAGE>
CUSIP NO. 133425 10 8 Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 11, 1999 CAMERON FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP TRUST
/s/ Carmen Walch
------------------------------
By: Carmen Walch
Trust Officer
