SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 6, 2000
CAMERON FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-25516 43-1702410
(State or other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
123 East Third Street, P.O. Box 555, Cameron, Missouri 64429
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code(816) 623-2154
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On October 6, 2000, Cameron Financial Corporation, a
Delaware corporation, Dickinson Financial Corporation, a Missouri
corporation, and DFC Acquisition Corporation Four, a Delaware
corporation and wholly-owned subsidiary of Dickinson Financial,
entered into a merger agreement, a copy of which is filed as
Exhibit 2.1 to this report and is incorporated herein by
reference. The merger agreement provides, among other things,
for the merger of DFC Acquisition Corporation Four into Cameron
Financial, with Cameron Financial thereafter being a wholly-owned
subsidiary of Dickinson Financial. In connection with this
transaction, Cameron Financial's wholly-owned subsidiary, The
Cameron Savings and Loan Association, F.A., a federal saving
association, would merge into Bank Midwest, N.A., a national
banking association and wholly-owned subsidiary of Dickinson
Financial.
Pursuant to the merger agreement, each share of common stock
of Cameron Financial that is issued and outstanding at the
effective time of the merger (other than shares of common stock
held in treasury or held directly or indirectly by Cameron
Financial or Dickinson Financial, which shares will be canceled
without payment of any consideration, and other than shares for
which appraisal rights have properly been demanded) will be
converted into the right to receive $20.75 in cash, subject to
adjustment as described below in following two situations:
First, if the effective time of the merger occurs after
January 31, 2001, the per share cash consideration
distributable by Dickinson Financial will be increased by an
amount equal to the lesser of:
(i) $0.0035 times the number of days that elapse
between January 31, 2001 and the effective time of the
merger, and
(ii) Cameron Financial's net income per share
(based on 2,099,179 shares, including shares subject to
option) during the period between January 31, 2001 and
the effective time of the merger.
Second, if the adjusted stockholders' equity of Cameron
Financial as of the close of business on the last business
day immediately prior to the effective time of the merger is
less than $40,000,000, the per share cash consideration
distributable by Dickinson Financial will be reduced by an
amount determined by subtracting such adjusted stockholders'
equity from $40,000,000 and then dividing the result by
2,099,179.
Each of Cameron Financial and Dickinson Financial has
made representations and warranties to the other in the merger
agreement as to, among other things, corporate existence, the
authorization, validity, binding effect and enforceability of the
merger agreement, consents and approvals, regulatory reports,
financial statements, the absence of certain adverse changes, the
absence of certain legal proceedings and regulatory actions,
compliance with applicable law and certain fees payable in
connection with the merger. Cameron Financial also has made
representations and warranties to Dickinson Financial with
respect to among other things, capital structure, taxes, employee
benefit plans, environmental matters, loan portfolio, material
contracts, the inapplicability of antitakeover provisions and
investment securities, among other matters. Dickinson Financial
also has made representations and warranties to Cameron Financial
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with respect to the availability of sufficient funds to perform
its obligations under the merger agreement.
Pursuant to the merger agreement, during the period
from the date of the merger agreement to the effective time of
the merger, each of Cameron Financial and Dickinson Financial has
agreed, among other things, to use commercially reasonable
efforts to, and shall cause each of its respective subsidiaries
to use commercially reasonable efforts to:
(i) conduct its business in the ordinary and usual
course consistent with past practices;
(ii) maintain and preserve intact its business
organization, properties, leases, employees and advantageous
business relationships and retain the services of its
officers and key employees;
(iii) take no action that would adversely affect or
delay the ability of Cameron Financial or Dickinson
Financial to perform its covenants and agreements under the
merger agreement on a timely basis; and
(iv) take no action that would adversely affect or
delay the ability of Cameron Financial or Dickinson
Financial to obtain any necessary approvals, consents or
waivers of any governmental authority required for the
contemplated transactions or that would reasonably be
expected to result in any such approvals, consents or
waivers containing any material condition or restriction.
Cameron Financial also has agreed not to take certain actions
with respect to its operations including, among other things, not
paying dividends in excess of its normal quarterly rate (although
the first quarter dividend payable in January 2001 may be
accelerated to a date not earlier than December 15, 2000 under
certain conditions specified in the merger agreement), not
issuing shares of capital stock except as result of the exercise
of outstanding options and warrants, and not amending its
certificate of incorporation or bylaws.
The merger agreement can be terminated for various
reasons, including, among others, by the mutual written consent
of the parties, by either party if the other party has materially
breached its covenants, agreement, representations or warranties,
which breach cannot be cured within 30 days after notice thereof,
or by either party upon the occurrence or nonoccurrence of
certain other conditions or actions as set forth in the merger
agreement, including the failure of the shareholders of Cameron
Financial to approve the merger agreement and the failure to
consummate the merger by April 30, 2001. Dickinson Financial
also may terminate the merger agreement if more than 10% of the
shareholders of Cameron Financial exercise dissenters' or
appraisal rights under applicable law.
The merger agreement prohibits Cameron Financial and
its subsidiaries and representatives from initiating, soliciting
or knowingly encouraging inquiries, proposals or offers from,
participating in discussions or negotiations with, or providing
confidential information to, third parties concerning a merger,
consolidation or similar transaction involving, or any purchase,
lease or other acquisition of 25% or more of the assets or any
equity securities of, Cameron Financial or any of its
subsidiaries. Cameron Financial is, however, permitted to
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participate in discussions or negotiations with, or provide
information or data to, third parties who have made an
unsolicited bona fide written proposal concerning any such
transactions if the board of directors of Cameron Financial,
based upon advice of its financial advisors and legal counsel and
after taking into account all legal, financial and regulatory
aspects of the proposal, concludes in good faith that such
proposal is reasonably capable of being completed and would, if
consummated, result in a transaction that is more favorable to
the Cameron Financial shareholders, from a financial point of
view, than the transaction contemplated by the merger agreement.
Such a proposal is referred to as a "superior proposal".
The merger agreement provides that if Cameron Financial
terminates the merger agreement after its board of directors
concludes that a competing proposal for a merger, consolidation
or other transaction is a "superior proposal", Cameron Financial
will be required to pay Dickinson Financial a termination fee of
$500,000 if, within 12 months of such termination, Cameron
Financial enters into an agreement to engage in a merger,
consolidation or similar transaction involving, or any purchase,
lease or other acquisition of 25% or more of the assets or any
equity securities of Cameron Financial or Cameron Savings and
Loan.
Consummation of the merger is subject to the
satisfaction of certain conditions, including approval of the
shareholders of Cameron Financial and approval of the appropriate
regulatory agencies.
Cameron Financial publicly announced the proposed
merger in a press release dated October 6, 2000, a copy of which
is attached hereto as Exhibit 99.1.
The summary of the merger agreement provided in this
report is not complete and is qualified in its entirety by
reference to the complete text of the merger agreement, which is
attached hereto as exhibit 2.1.
ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
EXHIBIT NO. DESCRIPTION
Exhibit 2.1 Agreement and Plan of Merger, dated as
of October 6, 2000, by and among Cameron
Financial Corporation, Dickinson
Financial Corporation and DFC
Acquisition Corporation Four.
Exhibit 99.1 Press Release issued by Cameron
Financial Corporation on October 6,
2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, hereunto duly authorized.
CAMERON FINANCIAL CORPORATION
Date: October 17, 2000 By: /s/ Jon N. Crouch
Name: Jon N. Crouch
Title: Chairman of the Board
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EXHIBIT INDEX
Exhibit 2.1 Agreement and Plan of Merger, dated as of October
6, 2000, by and among Cameron Financial
Corporation, Dickinson Financial Corporation and
DFC Acquisition Corporation Four.
Exhibit 99.1 Press Release issued by Cameron Financial
Corporation on October 6, 2000.
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