CUSIP No. 133425108 Page 1 of 13 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
CAMERON FINANCIAL CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
133425108
(CUSIP Number)
Mr. Philip Goldberg
Foley & Lardner
One IBM Plaza
Suite 3300
330 North Wabash Avenue
Chicago, IL 60611-3608
(312) 755-2549
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 17, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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CUSIP No. 133425108 Page 2 of 13 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Financial Edge Fund, L.P.
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2 Check The Appropriate Box If a Member of a Group
(a) [X]
(b) [ ]
====== =========================================================================
3 SEC Use Only
====== =========================================================================
4 Source of Funds:
WC, OO
====== =========================================================================
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
====== =========================================================================
6 Citizenship or Place of Organization
Delaware
======================= ====== =================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES 0 shares
====== =================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 113,000 shares
====== =================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 shares
====== =================================================
PERSON 10 SHARED DISPOSITIVE POWER
WITH 113,000 shares
======================= ====== =================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person
113,000 shares
====== =========================================================================
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
====== =========================================================================
13 Percent of Class Represented By Amount in Row (11)
5.9%
====== =========================================================================
14 Type of Reporting Person
PN
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CUSIP No. 133425108 Page 3 of 13 Pages
================================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
PL Capital, LLC
====== =========================================================================
2 Check The Appropriate Box If a Member of a Group
(a) [X]
(b) [ ]
====== =========================================================================
3 SEC Use Only
====== =========================================================================
4 Source of Funds:
WC, OO
====== =========================================================================
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
====== =========================================================================
6 Citizenship or Place of Organization
Delaware
======================= ====== =================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES 0 shares
====== =================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 113,000 shares
====== =================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 shares
====== =================================================
PERSON 10 SHARED DISPOSITIVE POWER
WITH 113,000 shares
======================= ====== =================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person
113,000 shares
====== =========================================================================
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
====== =========================================================================
13 Percent of Class Represented By Amount in Row (11)
5.9%
====== =========================================================================
14 Type of Reporting Person
PN
================================================================================
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CUSIP No. 133425108 Page 4 of 13 Pages
================================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
John Wm. Palmer
====== =========================================================================
2 Check The Appropriate Box If a Member of a Group
(a) [X]
(b) [ ]
====== =========================================================================
3 SEC Use Only
====== =========================================================================
4 Source of Funds:
====== =========================================================================
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
====== =========================================================================
6 Citizenship or Place of Organization
United States of America
======================= ====== =================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,000 shares
====== =================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 113,000 shares
====== =================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,000 shares
====== =================================================
PERSON 10 SHARED DISPOSITIVE POWER
WITH 113,000 shares
======================= ====== =================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person
114,000 shares
====== =========================================================================
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
====== =========================================================================
13 Percent of Class Represented By Amount in Row (11)
6.0%
====== =========================================================================
14 Type of Reporting Person
IN
================================================================================
<PAGE>
CUSIP No. 133425108 Page 5 of 13 Pages
================================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Richard J. Lashley
====== =========================================================================
2 Check The Appropriate Box If a Member of a Group
(a) [X]
(b) [ ]
====== =========================================================================
3 SEC Use Only
====== =========================================================================
4 Source of Funds:
====== =========================================================================
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
====== =========================================================================
6 Citizenship or Place of Organization
United States of America
======================= ====== =================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES 0 shares
====== =================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 113,000 shares
====== =================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 shares
====== =================================================
PERSON 10 SHARED DISPOSITIVE POWER
WITH 113,000 shares
======================= ====== =================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person
113,000 shares
====== =========================================================================
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
====== =========================================================================
13 Percent of Class Represented By Amount in Row (11)
5.9%
====== =========================================================================
14 Type of Reporting Person
IN
================================================================================
<PAGE>
CUSIP No. 133425108 Page 6 of 13 Pages
This is Amendment No. 1 to a Schedule 13D filed jointly by Financial
Edge Fund, L.P., a Delaware limited partnership ("Financial Edge Fund"); PL
Capital, LLC, a Delaware limited liability company ("PL Capital") and General
Partner of Financial Edge Fund; John W. Palmer and Richard J. Lashley (the
"Original 13D"). All of the filers of this Amendment are collectively the
"Group."
This Schedule 13D relates to the common stock ("Common Stock") of
Cameron Financial Corporation (the "Company" or "Cameron"). The address of the
principal executive offices of the Company is 1304 North Walnut Street, Cameron,
Missouri 64429. The joint filing agreement of the members of the Group is
attached as Exhibit 1.
The following items in the Original 13D are amended to read in their
entirety as follows:
Item 3. Source and Amount of Funds or Other Consideration
The amount of funds expended to date by Financial Edge Fund to acquire
the 113,000 shares of Common Stock it holds in its name is $1,434,222. Such
funds were provided in part from Financial Edge Fund's available capital and,
from time to time, in part by margin account loans from subsidiaries of The Bear
Stearns Companies, Inc. ("Bear Stearns"), extended in the ordinary course of
business.
The amount of funds expended to date by Mr. Palmer to acquire the
1,000 shares of Common Stock he holds in his name is $11,457. Such funds were
provided from Mr. Palmer's personal funds and, from time to time, in part by
margin account loans from subsidiaries of Fidelity Investments, extended in the
ordinary course of business.
All purchases of Common Stock made by members of the Group using funds
borrowed from Bear Stearns or Fidelity Investments, if any, were made in margin
transactions on those firms' usual terms and conditions. All or part of the
shares of Common Stock owned by members of the Group may from time to time be
pledged with one or more banking institutions or brokerage firms as collateral
for loans made by such entities to members of the Group. Such loans generally
bear interest at a rate based upon the broker's call rate from time to time in
effect. Such indebtedness, if any, may be refinanced with other banks or
broker-dealers.
Item 4. Purpose of Transaction
The Group initially acquired shares of Common Stock for investment
purposes because the Group believed, at that time, that the Company's shares
were undervalued and the Company had an opportunity to dramatically increase its
earnings, book value and franchise value per share by actively repurchasing its
Common Stock in the open market. Members of the Group communicated those views
to the Company's senior management in a meeting at the Company's Missouri
headquarters on May 23, 2000. The Group also provided a written analysis, dated
May 26, 2000, to the Company's management and Board of Directors (see Exhibit
2).
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CUSIP No. 133425108 Page 7 of 13 Pages
On July 11, 2000 members of the Group met with the Company's senior
management at the Company's Missouri headquarters to discuss several concerns.
These concerns are summarized in a letter dated July 17, 2000 to Mr. David Just
and the Board of Directors of the Company. A copy of that letter is attached as
Exhibit 3.
Because of the concerns noted in the July 17th letter, the Group has
modified its intent with respect to its investment. The Group now believes that
the Company has foregone a tremendous opportunity to repurchase its stock at
attractive prices, and that given the Company's financial prospects (absent
significant stock repurchases at lower prices than the recent trading price of
$17.25), the Company has no realistic prospects of creating shareholder value in
a realistic time frame, except through the sale of the Company. The Group notes
that the Company is one of the worst performing thrifts in the United States,
with a Return on Equity (ROE) of 4.8% for the most recent twelve-month period.
The Group also notes that the Company's core ROE and Return on Assets (ROA) have
declined every year since 1996 (the Company went public in mid-1995). These
financial results are especially disappointing given Cameron's 65% deposit
market share in its primary market area of DeKalb County and the strong economy
the Company enjoyed from 1996 through today.
Accordingly, the Group has recommended to the Board and management of
Cameron that the Company should engage the services of an investment banking
firm which should be authorized to explore the sale of the Company to a more
profitable and efficient banking institution.
The Group also expects to actively assert its rights as a shareholder.
Accordingly, the Group may, among other things: (1) continue to pursue
discussions with the Company; (2) contact other shareholders to discuss our
concerns; (3) contact institutions that may have an interest in acquiring
Cameron; and (4) seek representation on Cameron's Board of Directors.
Members of the Group may make further purchases of shares of Common
Stock or may dispose of any or all the shares of Common Stock held by them.
Except as noted in this Schedule 13D, no member of the Group has any plans or
proposals which relate to, or could result in, any of the matters referred to in
paragraphs (b) through (j), inclusive, of Item (4) of Schedule 13D. Members of
the Group may, at any time and from time to time, review or reconsider their
positions and formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Company
The percentages used in this Schedule 13D are calculated based upon
the number of outstanding shares of Common Stock, 1,913,749, reported as the
number of outstanding shares as of May 8, 2000, on a Form 10-Q dated May 12,
2000. All purchases and sales of Common Stock reported herein were made in open
market transactions on the Nasdaq National Market System.
(A) Financial Edge Fund
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CUSIP No. 133425108 Page 8 of 13 Pages
(a) Aggregate number of shares beneficially owned: 113,000
Percentage: 5.9%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 113,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 113,000
(c) The Financial Edge Fund has made the following purchases and
(sales) of Common Stock in the last 60 days:
--------- ------------------ --------------------- ---------------------
Date Number of Shares Price Per Share ($) TotalCost(Proceeds)
--------- ------------------ --------------------- ---------------------
6/1/00 25,000 12.00 $300,025
--------- ------------------ --------------------- ---------------------
6/23/00 (1,500) 14.95 (22,350)
--------- ------------------ --------------------- ---------------------
(d) Because they are the Managing Members of PL Capital, which is the
general partner of Financial Edge Fund, Mr. Palmer and Mr.
Lashley have the power to direct the affairs of Financial Edge
Fund, including the voting and disposition of shares of Common
Stock held in the name of Financial Edge Fund. Therefore, Mr.
Palmer and Mr. Lashley are deemed to share voting and disposition
power with Financial Edge Fund with regard to those shares of
Common Stock.
(B) PL Capital
(a) Aggregate number of shares beneficially owned: 113,000
Percentage: 5.9%
(b) 1. Sole power to vote or to direct vote: 0 2. Shared power to
vote or to direct vote: 113,000 3. Sole power to dispose or to
direct the disposition: 0 4. Shared power to dispose or to direct
disposition: 113,000
(c) PL Capital has made no purchases or sales of Common Stock.
(d) Because they are the Managing Members of PL Capital, Mr. Palmer
and Mr. Lashley have the power to direct the affairs of PL
Capital. PL Capital is the general partner of Financial Edge
Fund. Therefore, PL Capital may be deemed to share with Mr.
Palmer and Mr. Lashley voting and disposition power with regard
to the shares of Common Stock held by Financial Edge Fund.
(C) Mr. John Palmer
(a) Aggregate number of shares beneficially owned: 114,000
Percentage: 6.0%
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CUSIP No. 133425108 Page 9 of 13 Pages
(b) 1. Sole power to vote or to direct vote: 1,000 2. Shared power to
vote or to direct vote: 113,000 3. Sole power to dispose or to
direct the disposition: 1,000 4. Shared power to dispose or to
direct disposition: 113,000
(c) Mr. Palmer has made no purchases or sales of Common Stock in the
last 60 days.
(D) Mr. Richard Lashley
(a) Aggregate number of shares beneficially owned: 113,000
Percentage: 5.9%
(b) 1. Sole power to vote or to direct vote: 0 2. Shared power to
vote or to direct vote: 113,000 3. Sole power to dispose or to
direct the disposition: 0 4. Shared power to dispose or to direct
disposition: 113,000
(c) Mr. Lashley has made no purchases or sales of Common Stock in the
last 60 days.
Item 7. Material to be Filed as Exhibits
No. Description
--- -----------
1 Joint Filing Agreement*
2 Letter dated May 26, 2000 to the Company from PL Capital*
3 Letter dated July 17, 2000 to the Company from PL Capital
* Previously filed as part of the Original 13D.
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CUSIP No. 133425108 Page 10 of 13 Pages
SIGNATURES
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: July 17, 2000
FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
---------------------------------------
John Palmer Richard Lashley
Managing Member Managing Member
PL CAPITAL, LLC
By: /s/ John Palmer /s/ Richard Lashley
---------------------------------------
John Palmer Richard Lashley
Managing Member Managing Member
By: /s/ John Palmer
---------------------------------------
John Palmer
By: /s/ Richard Lashley
---------------------------------------
Richard Lashley
