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CUSIP No. 133425108 SCHEDULE 13D Page 1 of 16
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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. Joseph Stilwell
26 Broadway, 23rd Floor
New York, New York 10004
(212) 269-5800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 10, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-(f) or 240.13d-1(g), check the
following box. [ ]
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
disclosures provided in a prior cover page.
The information required on 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).
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CUSIP No. 133425108 SCHEDULE 13D Page 2 of 16
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1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY).
Stilwell Value Partners I, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions) WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
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NUMBER OF | 7 | SOLE VOTING POWER: 0
SHARES | |
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER: 134,000
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER: 0
PERSON WITH | |
| |
| 10 | SHARED DISPOSITIVE POWER: 134,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
134,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
7%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 133425108 SCHEDULE 13D Page 3 of 16
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1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY).
Stilwell Associates, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions) WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
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NUMBER OF | 7 | SOLE VOTING POWER: 0
SHARES | |
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER: 134,000
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER: 0
PERSON WITH | |
| |
| 10 | SHARED DISPOSITIVE POWER: 134,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
134,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
7%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 133425108 SCHEDULE 13D Page 4 of 16
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1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY).
The Margaret de Fleur Foundation, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions) OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: New York
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NUMBER OF | 7 | SOLE VOTING POWER: 0
SHARES | |
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER: 134,000
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER: 0
PERSON WITH | |
| |
| 10 | SHARED DISPOSITIVE POWER: 134,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
134,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
7%
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14 TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 133425108 SCHEDULE 13D Page 5 of 16
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1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY).
Stilwell Value LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions) WC, OO
------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
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NUMBER OF | 7 | SOLE VOTING POWER: 0
SHARES | |
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER: 134,000
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER: 0
PERSON WITH | |
| |
| 10 | SHARED DISPOSITIVE POWER: 134,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
134,000
------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
7%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 133425108 SCHEDULE 13D Page 6 of 16
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1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY).
Joseph Stilwell
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions) PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States
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NUMBER OF | 7 | SOLE VOTING POWER: 0
SHARES | |
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER: 134,000
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER: 0
PERSON WITH | |
| |
| 10 | SHARED DISPOSITIVE POWER: 134,000
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
134,000
------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
7%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 133425108 SCHEDULE 13D Page 7 of 16
Item 1. Security and Issuer
This is Amendment No. 1 to the Schedule 13D previously filed on July 7,
2000 ("Original 13D"), by joint filers Stilwell Value Partners I, L.P., a
Delaware limited partnership ("Stilwell Value Partners I"), Stilwell Associates,
L.P., a Delaware limited partnership ("Stilwell Associates"), The Margaret de
Fleur Foundation, Inc., a not-for-profit corporation organized under the laws of
the State of New York ("The Margaret de Fleur Foundation"), Stilwell Value LLC,
a Delaware limited liability company ("Stilwell Value LLC") and the general
partner of Stilwell Value Partners I, and Joseph Stilwell, managing and sole
member of Stilwell Value LLC, general partner of Stilwell Associates and
President and Member of the Board of Directors of The Margaret de Fleur
Foundation. All of the filers of this Schedule 13D are collectively the "Group"
or "Reporting Persons".
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 Joseph Stilwell, with respect to
the shares of Common Stock beneficially owned by Mr. Stilwell, including: (i)
shares of Common Stock held in the name of Stilwell Value Partners I, in Mr.
Stilwell's capacity as the managing and sole member of Stilwell Value LLC which
is the general partner of Stilwell Value Partners I; (ii) shares of Common Stock
held in the name of Stilwell Associates, in Mr. Stilwell's capacity as the
general partner of Stilwell Associates; and (iii) shares of Common Stock held in
the name of The Margaret de Fleur Foundation, in Mr. Stilwell's capacity as
President and Member of the Board of Directors of The Margaret de Fleur
Foundation.
The business address of The Margaret de Fleur Foundation is Post Office
Box 1367, New York, New York 10011. The business address of the other Reporting
Persons is 26 Broadway, 23rd Floor, New York, New York 10004.
The principal employment of Mr. Stilwell is investment management.
Stilwell Value Partners I and Stilwell Associates are private investment
partnerships engaged in the purchase and sale of securities for their own
accounts. Stilwell Value LLC is in the business of serving as the general
partner of Stilwell Value Partners I. The Margaret de Fleur Foundation is a
charitable foundation.
(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 has been a
party to a civil proceeding of a judicial or administrative body of competent
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CUSIP No. 133425108 SCHEDULE 13D Page 8 of 16
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) Mr. Stilwell is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The source and amount of funds expended by members of the Group to
acquire the Common Stock held was previously reported in the Original 13D filed
on July 7, 2000. Since that date, no members of the Group have made any
additional purchases of Common Stock of the Issuer.
Item 4. Purpose of Transaction
As reported in the Original 13D filed on July 7, 2000, the purpose of
the acquisition of Common Stock of the Issuer by members of the Group is to
profit from the appreciation in the market price of the Common Stock through the
assertion of shareholder rights. The Group expects to actively assert
shareholder rights, in the manner described below, with the intent to influence
the policies of the Issuer. The members of the Group plan to engage in
discussions with the Issuer's management and Board of Directors to try to
maximize short and long-term value of the Issuer's assets which the Group does
not believe is adequately reflected in the current market price of the Issuer's
Common Stock. In addition, members of the Group plan to communicate and discuss
their views with other shareholders regarding the opportunities for the Issuer
to maximize shareholder value.
As reported in the Original 13D filed on July 7, 2000, members of the
Group believe that the Issuer can increase shareholder value, within a
reasonable period of time, by, among other things: (a) repurchasing its shares;
(b) issuing special dividends; (c) pursuing other business combinations, such as
a merger; (d) liquidating various assets; and/or (e) selling the Issuer. Members
of the Group also believe that the Issuer can better evaluate all options to
increase shareholder value by retaining an investment banking firm to advise it.
On July 10, 2000, Stilwell Associates delivered to the Issuer a written
request for the Issuer's most recent shareholder list and other related items, a
copy of which is attached as Exhibit 2.
As reported in the Original 13D filed on July 7, 2000, in the future
members of the Group may, without limitation: (a) further communicate and
discuss their views with other shareholders, including discussions concerning
the election of directors to the Board; (b) make proposals to the Issuer's Board
and management (including with regard to a possible sale of the Issuer); (c)
seek representation on the Issuer's Board; and/or (d) solicit proxies or written
consents from other shareholders of the Issuer with respect to Board
representation or other proposals for shareholder action.
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CUSIP No. 133425108 SCHEDULE 13D Page 9 of 16
As reported in the Original 13D filed on July 7, 2000, on May 1, 2000,
certain members of the Group filed a Schedule 13D in connection with the common
stock of Security of Pennsylvania Financial Corp. ("SPN"). Thereafter, members
of the Group communicated with management of SPN and scheduled a meeting with
senior management in order to discuss maximizing short and long-term value of
SPN's assets. On June 2, 2000, prior to the scheduled meeting, SPN and Northeast
Pennsylvania Financial Corp. announced the signing of a definitive agreement
under which Northeast Pennsylvania Financial Corp. will acquire SPN.
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 paragraph (a)
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 Issuer
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) Stilwell Value Partners I
(a) Aggregate number of shares beneficially owned: 134,000
Percentage: 7%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 134,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 134,000
(c) Stilwell Value Partners I has made no purchases since the Original
13D.
(d) Because he is the managing and sole member of Stilwell Value LLC, which
is the general partner of Stilwell Value Partners I, Mr. Stilwell has the power
to direct the affairs of Stilwell Value Partners I, including the voting and
disposition of shares of Common Stock held in the name of Stilwell Value
Partners I. Therefore, Mr. Stilwell is deemed to share voting and disposition
power with Stilwell Value Partners I with regard to those shares of Common
Stock.
(B) Stilwell Associates
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CUSIP No. 133425108 SCHEDULE 13D Page 10 of 16
(a) Aggregate number of shares beneficially owned: 134,000
Percentage: 7%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 134,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 134,000
(c) Stilwell Associates has made no purchases since the Original 13D.
(d) Because he is the general partner of Stilwell Associates, Mr. Stilwell
has the power to direct the affairs of Stilwell Associates, including the voting
and disposition of shares of Common Stock held in the name of Stilwell
Associates. Therefore, Mr. Stilwell is deemed to share voting and disposition
power with Stilwell Associates with regard to those shares of Common Stock.
(C) The Margaret de Fleur Foundation
(a) Aggregate number of shares beneficially owned: 134,000
Percentage: 7%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 134,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 134,000
(c) The Margaret de Fleur Foundation has made no purchases since the
Original 13D.
(d) Because he is the President and Member of the Board of Directors of The
Margaret de Fleur Foundation, Mr. Stilwell has the power to direct the affairs
of The Margaret de Fleur Foundation, including the voting and disposition of
shares of Common Stock held in the name of The Margaret de Fleur Foundation.
Therefore, Mr. Stilwell may be deemed to share voting and disposition power with
The Margaret de Fleur Foundation with regard to those shares of Common Stock.
(D) Stilwell Value LLC
(a) Aggregate number of shares beneficially owned: 134,000
Percentage: 7%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 134,000
3. Sole power to dispose or to direct the disposition: 0
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CUSIP No. 133425108 SCHEDULE 13D Page 11 of 16
4. Shared power to dispose or to direct disposition: 134,000
(c) Stilwell Value LLC has made no purchases of Common Stock since the
Original 13D.
(d) Because he is the managing and sole member of Stilwell Value LLC, Mr.
Stilwell has the power to direct the affairs of Stilwell Value LLC. Stilwell
Value LLC is the general partner of Stilwell Value Partners I. Therefore,
Stilwell Value LLC may be deemed to share with Mr. Stilwell voting and
disposition power with regard to the shares of Common Stock held by Stilwell
Value Partners I.
(E) Mr. Joseph Stilwell
(a) Aggregate number of shares beneficially owned: 134,000
Percentage: 7%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 134,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 134,000
(c) Joseph Stilwell has made no purchases since the Original 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Other than the Joint Filing Agreement filed as Exhibit 1 to this
filing, and as otherwise described below, 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. Stilwell Value LLC and
Mr. Joseph Stilwell, in their capacities as general partners as described in
this Schedule 13D, are entitled to an allocation of a portion of profits.
See Items 1 and 2 above regarding disclosure of the relationships
between members of the Group, which disclosure is incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits
Exhibit No. Description
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1 Joint Filing Agreement
2 Letter dated July 10, 2000 from Stilwell Associates to
the Issuer
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CUSIP No. 133425108 SCHEDULE 13D Page 12 of 16
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 10, 2000
STILWELL VALUE PARTNERS I, L.P.
/s/ Joseph Stilwell
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By: STILWELL VALUE LLC
General Partner
/s/ Joseph Stilwell
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By: Joseph Stilwell
Managing and Sole Member
STILWELL ASSOCIATES, L.P.
/s/ Joseph Stilwell
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By: Joseph Stilwell
General Partner
THE MARGARET DE FLEUR
FOUNDATION, INC.
/s/ Joseph Stilwell
----------------------------------
By: Joseph Stilwell
President
STILWELL VALUE LLC
/s/ Joseph Stilwell
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By: Joseph Stilwell
Managing and Sole Member
JOSEPH STILWELL
/s/ Joseph Stilwell
----------------------------------
Joseph Stilwell
