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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. 3)
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)
October 3, 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 19
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1 Names 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: 163,000
Each | |
Reporting | 9 | Sole Dispositive Power: 0
Person With | |
| |
| 10 | Shared Dispositive Power: 163,000
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11 Aggregate Amount Beneficially Owned by Each Reporting Person:
163,000
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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):
8.5%
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14 Type of Reporting Person (See Instructions)
PN
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CUSIP No. 133425108 SCHEDULE 13D Page 3 of 19
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1 Names 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: 163,000
Each | |
Reporting | 9 | Sole Dispositive Power: 0
Person With | |
| |
| 10 | Shared Dispositive Power: 163,000
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11 Aggregate Amount Beneficially Owned by Each Reporting Person:
163,000
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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):
8.5%
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14 Type of Reporting Person (See Instructions)
PN
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CUSIP No. 133425108 SCHEDULE 13D Page 4 of 19
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1 Names 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: 163,000
Each | |
Reporting | 9 | Sole Dispositive Power: 0
Person With | |
| |
| 10 | Shared Dispositive Power: 163,000
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11 Aggregate Amount Beneficially Owned by Each Reporting Person:
163,000
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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):
8.5%
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14 Type of Reporting Person (See Instructions)
OO
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CUSIP No. 133425108 SCHEDULE 13D Page 5 of 19
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1 Names 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
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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: 163,000
Each | |
Reporting | 9 | Sole Dispositive Power: 0
Person With | |
| |
| 10 | Shared Dispositive Power: 163,000
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11 Aggregate Amount Beneficially Owned by Each Reporting Person:
163,000
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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):
8.5%
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14 Type of Reporting Person (See Instructions)
OO
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CUSIP No. 133425108 SCHEDULE 13D Page 6 of 19
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1 Names 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: 163,000
Each | |
Reporting | 9 | Sole Dispositive Power: 0
Person With | |
| |
| 10 | Shared Dispositive Power: 163,000
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11 Aggregate Amount Beneficially Owned by Each Reporting Person:
163,000
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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):
8.5%
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14 Type of Reporting Person (See Instructions)
IN
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CUSIP No. 133425108 SCHEDULE 13D Page 7 of 19
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Item 1. Security and Issuer
This is Amendment No. 3 to the Schedule 13D previously filed on July 7,
2000 ("Original 13D") and to Amendment No. 1 to the Original 13D filed on July
11, 2000 ("Amendment No. 1 to the Original 13D") and to Amendment No. 2 to the
Original 13D filed on August 21, 2000 ("Amendment No. 2 to the 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 19
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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 and in Amendment No. 2 to the Original 13D filed on August 21,
2000. Since August 21, 2000, the total additional funds expended by the members
of the Group has been the sum of $427,812.50 to purchase a total of 24,000
shares of Common Stock held by: (a) Stilwell Value Partners I (3,000 additional
shares costing $53,437.50); (b) The Margaret de Fleur Foundation (3,000
additional shares costing $53,625.00); and (c) Mr. Stilwell (18,000 shares
costing $320,750.00). Such funds were provided, respectively, in part from
Stilwell Value Partners I's available capital, The Margaret de Fleur
Foundation's investable funds, and Mr. Stilwell's personal funds, and, from time
to time, in part by margin account loans from subsidiaries of Bear Stearns
extended in the ordinary course of business to Stilwell Value Partners I and Mr.
Stilwell only.
Item 4. Purpose of Transaction
As previously reported in the Group's Original 13D, in its Amendment
No. 1 to the Original 13D, and in its Amendment No. 2 to the Original 13D, 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 previously reported that
it expects to actively assert shareholder rights, in the manner described
therein, with the intent to influence the policies of the Issuer. The Group also
previously reported that it intends to communicate and discuss its views with
other shareholders of the Issuer and 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 its Amendment No. 2
to the Original 13D, the Group reported that it intends to nominate alternate
candidates to the Issuer's Board of Directors and to solicit proxies from other
shareholders of the Issuer for this purpose.
On September 6, 2000, the Group filed with the SEC a Schedule 14A,
containing soliciting material under SEC Rule 14a-12. This filing attached a
letter that the Group sent to other shareholders of the Issuer. A copy of this
letter is being filed herewith as Exhibit 4. In this letter the Group expressed
its opinions concerning the Issuer's poor performance and the inability of
present management to realize its goals. The Group questioned and criticized:
(a) management's failure to achieve its stated goals of double digit Return on
Equity ("ROE"); (b) management's decision to spend approximately $5,000,000 to
build a lavish headquarters for less than 60 employees; and (c) management's
failure to explain its refusal to repurchase shares of Common Stock which would
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CUSIP No. 133425108 SCHEDULE 13D Page 9 of 19
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have had the effect of increasing the book value of the shares of Common Stock
as well as the Issuer's ROE. On September 7, 2000, the Group ran a full-page
advertisement in the Cameron Citizen-Observer which reprinted the aforementioned
letter.
On September 15, 2000, Joseph Stilwell contacted David Just, the
Issuer's retiring President and a member of its Board of Directors, and
requested a meeting to be held in Missouri on September 20, 2000. Mr. Just
scheduled the meeting with Mr. Stilwell. However, two days before the meeting
was to be held, Mr. Just contacted Mr. Stilwell to cancel the meeting and gave
no adequate explanation. On September 19, 2000, Mr. Stilwell wrote to Jon
Crouch, Chairman of the Issuer's Board, and expressed his dismay with the
cancellation of the meeting. In this letter, Mr. Stilwell also requested that
the Issuer provide him with copies of the Issuer's written business plans
concerning its ROE plans. Mr. Stilwell noted in this letter that the Issuer's
Board of Directors has the responsibility, as specified in the Directors
Responsibilities Guide published by the U.S. Treasury Department's Office of
Thrift Supervision, October 1999, to prepare and monitor written business plans
for the organization. A copy of this letter is being filed herewith as Exhibit
5. To date, the Issuer has not responded to this request and has not provided
copies of any business plans to Mr. Stilwell.
In view of the Issuer's management's historic inability to achieve
value for its shareholders, the Group now believes that a sale of the Issuer is
the best alternative for shareholders to realize the value of the Issuer's
assets. Management's cancellation of the meeting with members of the Group to
discuss this situation exemplifies management's unwillingness to address this
problem. Members of the Group believe that the Issuer should retain an
investment banker for the purpose of assisting with a sale.
As previously reported the Group expects to continue to actively assert
its rights as a shareholder, and, as previously reported, the Group may, among
other things: (a) further communicate and discuss their views with other
shareholders, including discussions concerning the election of directors to the
Board; and (b) make proposals to the Issuer's Board and management (including
with regard to a possible sale of the Issuer). In addition, the Group now
reports that it may also communicate with banks and other financial institutions
concerning the sale of Issuer to another bank or institution. In addition the
Group may contact investment bankers concerning the sale of Issuer to another
bank or institution.
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, 1,913,649, reported as the number
of outstanding shares as of August 7, 2000, on a Form 10-Q dated August 11,
2000. All purchases and sales of Common Stock reported herein were made in open
market transactions on the Nasdaq National Market System.
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CUSIP No. 133425108 SCHEDULE 13D Page 10 of 19
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(A) Stilwell Value Partners I
(a) Aggregate number of shares beneficially owned: 163,000
Percentage: 8.5%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 163,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 163,000
(c) Since the filing of Amendment No. 2 to the Original 13D, Stilwell Value
Partners I purchased 3,000 shares of Common Stock, paying $17.8125 per share,
for a total of $53,437.50, on September 1, 2000.
(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
(a) Aggregate number of shares beneficially owned: 163,000
Percentage: 8.5%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 163,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 163,000
(c) Stilwell Associates has made no purchases of Common Stock since the
filing of Amendment No. 2 to 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: 163,000
Percentage: 8.5%
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CUSIP No. 133425108 SCHEDULE 13D Page 11 of 19
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(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 163,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 163,000
(c) Since the filing of Amendment No. 2 to the Original 13D, The Margaret
de Fleur Foundation purchased 3,000 shares of Common Stock, paying $17.875 per
share, for a total of $53,625.00, on September 21, 2000.
(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: 163,000
Percentage: 8.5%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 163,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 163,000
(c) Stilwell Value LLC has made no purchases of Common Stock since the
filing of Amendment No. 2 to 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: 163,000
Percentage: 8.5%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 163,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 163,000
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CUSIP No. 133425108 SCHEDULE 13D Page 12 of 19
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(c) The chart below sets forth all purchases of Common Stock which Joseph
Stilwell has made since the filing of Amendment No. 2 to the Original 13D. These
additional 18,000 shares of Common Stock were purchased at total cost of
$320,750.00.
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Date Number of Shares Price Per Share ($) Total Cost ($)
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8/31/00 5,000 17.8125 89,062.50
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9/21/00 2,000 17.875 35,750.00
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9/25/00 5,000 17.8125 89,062.50
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10/3/00 6,000 17.8125 106,875.00
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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
-- -----------
1 Joint Filing Agreement*
2 Letter dated July 10, 2000 from Stilwell Associates to
the Issuer**
3 Letter dated August 21, 2000 from Stilwell Value
Partners I, L.P. to the Issuer***
4 Letter dated September 7, 2000 from the Group to
Shareholders of the Issuer
5 Letter dated September 19, 2000 from Stilwell
Associates, L.P to the Issuer
* Previously filed as part of the Original 13D.
** Previously filed as part of Amendment No. 1 to the Original 13D.
*** Previously filed as part of Amendment No. 2 to the Original 13D.
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CUSIP No. 133425108 SCHEDULE 13D Page 13 of 19
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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: October 4, 2000
STILWELL VALUE PARTNERS I, L.P.
/s/ Joseph Stilwell
--------------------------------
By: STILWELL VALUE LLC
General Partner
/s/ Joseph Stilwell
--------------------------------
By: Joseph Stilwell
Managing and Sole Member
STILWELL ASSOCIATES, L.P.
/s/ Joseph Stilwell
--------------------------------
By: Joseph Stilwell
General Partner
THE MARGARET DE FLEUR
FOUNDATION, INC.
/s/ Joseph Stilwell
--------------------------------
By: Joseph Stilwell
President
STILWELL VALUE LLC
/s/ Joseph Stilwell
--------------------------------
By: Joseph Stilwell
Managing and Sole Member
JOSEPH STILWELL
/s/ Joseph Stilwell
--------------------------------
Joseph Stilwell
