CUSIP No. 133425108 Page 1 of 13 Pages
011.312700.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
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)
June 1, 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 114,500 shares
====== =================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 shares
====== =================================================
PERSON 10 SHARED DISPOSITIVE POWER
WITH 114,500 shares
======================= ====== =================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person
114,500 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
PN
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<PAGE>
CUSIP No. 133425108 Page 3 of 13 Pages
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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 114,500 shares
====== =================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 shares
====== =================================================
PERSON 10 SHARED DISPOSITIVE POWER
WITH 114,500 shares
======================= ====== =================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person
114,500 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
PN
================================================================================
<PAGE>
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
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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:
====== =========================================================================
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 114,500 shares
====== =================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,000 shares
====== =================================================
PERSON 10 SHARED DISPOSITIVE POWER
WITH 114,500 shares
======================= ====== =================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person
115,500 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 114,500 shares
====== =================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 shares
====== =================================================
PERSON 10 SHARED DISPOSITIVE POWER
WITH 114,500 shares
======================= ====== =================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person
114,500 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 6 of 13 Pages
Item 1. Security and Issuer
This Schedule 13D is being 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. All of the filers of
this Schedule 13D are collectively the "Group."
This Schedule 13D relates to the common stock ("Common Stock") of
Cameron Financial Corporation (the "Company" or the "Issuer"). 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.
Item 2. Identity and Background
(a)-(c) This statement is filed by Mr. John Palmer and Mr. Richard J.
Lashley, with respect to the shares of Common Stock beneficially owned by Mr.
Palmer and Mr. Lashley, including: (1) shares of Common Stock held in the name
of Financial Edge Fund, in Mr. Palmer's and Mr. Lashley's capacities as Managing
Members of PL Capital, the General Partner of Financial Edge Fund and (2) shares
of Common Stock held in their names. The business address of Mr. Palmer and Mr.
Lashley is 2015 Spring Road, Suite 290, Oak Brook, Illinois 60523. The principal
employment of Mr. Palmer and Mr. Lashley is investment management.
(d) During the past five years, no member of the Group has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, no member of the Group (a) has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was, or is subject to, a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
(f) All of the individuals who are members of the Group are citizens
of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The amount of funds expended to date by Financial Edge Fund to acquire
the 114,500 shares of Common Stock it holds in its name is $1,451,394. 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.
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CUSIP No. 133425108 Page 7 of 13 Pages
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 acquired shares of Common Stock for investment purposes
because the Group believes the Company's shares are undervalued. The Group also
believes the Company currently has an opportunity to dramatically increase its
earnings, book value and franchise value per share by actively repurchasing its
Common Stock in the open marketplace. Members of the Group communicated their
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, a copy of
which is attached as Exhibit 2.
Members of the Group plan to continue discussions with management and
Board of the Company with respect to the opportunity to repurchase Common Stock
or other matters.
Members of the Group may make further purchases of shares of Common
Stock. Members of the Group may dispose of any or all the shares of Common Stock
held by them, although they have no current intention to do so. 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
(a) Aggregate number of shares beneficially owned: 114,500
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CUSIP No. 133425108 Page 8 of 13 Pages
Percentage: 6.0%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 114,500
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 114,500
(c) The Financial Edge Fund has made the following purchases of
Common Stock in the last 60 days:
----------- ------------------ --------------------- ---------------
Date Number of Shares Price Per Share ($) Total Cost ($)
----------- ------------------ --------------------- ---------------
4/14/00 5,000 13.13 65,650
----------- ------------------ --------------------- ---------------
4/17/00 7,500 13.07 97,994
----------- ------------------ --------------------- ---------------
4/19/00 2,500 13.07 32,681
----------- ------------------ --------------------- ---------------
4/24/00 5,000 13.57 67,838
----------- ------------------ --------------------- ---------------
5/1/00 2,500 13.14 32,838
----------- ------------------ --------------------- ---------------
5/3/00 5,000 13.44 67,213
----------- ------------------ --------------------- ---------------
6/1/00 25,000 12.00 300,025
----------- ------------------ --------------------- ---------------
(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: 114,500
Percentage: 6.0%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 114,500
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 114,500
(c) PL Capital has made no purchases 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
<PAGE>
CUSIP No. 133425108 Page 9 of 13 Pages
(a) Aggregate number of shares beneficially owned: 115,500
Percentage: 6.0%
(b) 1. Sole power to vote or to direct vote: 1,000
2. Shared power to vote or to direct vote: 114,500
3. Sole power to dispose or to direct the disposition: 1,000
4. Shared power to dispose or to direct disposition: 114,500
(c) Mr. Palmer has made no purchases of Common Stock in the last 60
days.
(D) Mr. Richard Lashley
(a) Aggregate number of shares beneficially owned: 114,500
Percentage: 6.0%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 114,500
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 114,500
(c) Mr. Lashley has made no purchases of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Company.
Other than the Joint Filing Agreement filed as Exhibit 1 to this
filing, there are no contracts, arrangements, understandings or relationships
among the persons named in Item 2 hereof and between such persons and any person
with respect to any securities of the Company, including but not limited to
transfer or voting of any of the securities, finders' fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, divisions of
profits or losses, or the giving or withholding of proxies, except for sharing
of profits, as described below. PL Capital, as general partner of Financial Edge
Fund, is entitled to (1) an allocation of a portion of profits, if any, and (2)
a management fee based upon a percentage of total capital.
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.
<PAGE>
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: June 9, 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
