-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JCR60SUl88RZCnZXhT2TuHXo44PF7TincFQzBIgAF2Lkyvf7IId9s/ioGk6IvkIT okFXjjQxCztNMD69mjGRUQ== 0001125282-01-501322.txt : 20010726 0001125282-01-501322.hdr.sgml : 20010726 ACCESSION NUMBER: 0001125282-01-501322 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010725 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OREGON TRAIL FINANCIAL CORP CENTRAL INDEX KEY: 0001041122 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 911829481 STATE OF INCORPORATION: OR FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: SEC FILE NUMBER: 000-22953 FILM NUMBER: 1688443 BUSINESS ADDRESS: STREET 1: 2055 FIRST ST CITY: BAKER CITY STATE: OR ZIP: 97814 BUSINESS PHONE: 5415236327 MAIL ADDRESS: STREET 1: 2055 FIRST STREET CITY: BAKER CITY STATE: OR ZIP: 97814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STILWELL JOSEPH CENTRAL INDEX KEY: 0001113303 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 26 BROADWAY 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2122695800 MAIL ADDRESS: STREET 1: 26 BROADWAY 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 DFAN14A 1 b312786_dfan14a.txt - -------------------------------------------------------------------------------- CUSIP No. 685932105 SCHEDULE 14A Page 1 of 4 - -------------------------------------------------------------------------------- SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the registrant [ ] Filed by a party other than the registrant [X] Check the appropriate box: [ ] Preliminary proxy statement. [ ] Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2). [ ] Definitive proxy statement. [ ] Definitive additional materials. [X] Soliciting material under Rule 14a-12. OREGON TRAIL FINANCIAL CORP. -------------------------------------------------------------- (Name of Registrant as Specified in its Charter) STILWELL VALUE PARTNERS II, L.P. STILWELL ASSOCIATES, L.P. STILWELL VALUE LLC JOSEPH STILWELL - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if Other Than the Registrant) Payment of filing fee (check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- CUSIP No. 685932105 SCHEDULE 14A Page 2 of 4 - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Filed by STILWELL VALUE PARTNERS II, L.P., STILWELL ASSOCIATES, L.P., STILWELL VALUE LLC AND JOSEPH STILWELL pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Oregon Trail Financial Corporation Commission File No. 0-22953 EXPLANATORY NOTE Stilwell Value Partners II, L.P., a Delaware limited partnership ("Stilwell Value Partners II"), Stilwell Associates, L.P., a Delaware limited partnership ("Stilwell Associates"), Stilwell Value LLC, a Delaware limited liability company ("Stilwell Value LLC") and Joseph Stilwell (collectively, the "Stilwell Value Group"), are filing the materials contained in this Schedule 14A with the Securities and Exchange Commission in connection with a solicitation of proxies (the "Solicitation") in support of electing a nominee of the Stilwell Value Group to the board of directors of Oregon Trail Financial Corp. ("Oregon Trail") at the 2001 annual meeting of stockholders of Oregon Trail. THE FOLLOWING LETTER WILL BE PUBLISHED AS A FULL PAGE ADVERTISEMENT IN THE BAKER CITY HERALD ON JULY 25, 2001, WITH THE FOLLOWING "IMPORTANT INFORMATION" LEGEND INCLUDED BELOW THE LETTER: - -------------------------------------------------------------------------------- CUSIP No. 685932105 SCHEDULE 14A Page 3 of 4 - -------------------------------------------------------------------------------- STILWELL VALUE PARTNERS II, L.P. STILWELL ASSOCIATES, L.P. STILWELL VALUE LLC JOSEPH STILWELL (The "Stilwell Value Group") 26 Broadway, 23rd Floor New York, New York 10004 Phone: (212) 269-5800 Facsimile: (212) 269-2675 Email: Max OTFC@aol.com AN OPEN LETTER TO MR. STEPHEN R. WHITTEMORE, THE CHAIRMAN OF THE BOARD OF OREGON TRAIL FINANCIAL CORP. July 25, 2001 Dear Mr. Whittemore: I am writing to inquire why the Board has not yet scheduled or provided notice of the 2001 annual meeting of shareholders. By this time in each of the last three years, the annual meeting and record dates had been scheduled and announced: 1998 -- Record Date: June 5th Annual Meeting: August 4th 1999 -- Record Date: June 11th Annual Meeting: July 27th 2000 -- Record Date: June 21st Annual Meeting: August 8th Would you be so kind as to explain to me and to my fellow shareholders why the meeting has not yet been scheduled? I believe that this year's meeting is a pivotal one for the Company and its shareholders because my Group will be proposing an alternate candidate to the Board and will be soliciting proxies for this purpose. I hope you agree that it is the shareholders who should determine the future of the Company and that our voices should be heard without delay. I thank you in advance for a prompt response to my inquiry. Sincerely, Joseph Stilwell - -------------------------------------------------------------------------------- CUSIP No. 685932105 SCHEDULE 14A Page 4 of 4 - -------------------------------------------------------------------------------- IMPORTANT INFORMATION On July 5, 2001, the Stilwell Value Group filed with the Securities and Exchange Commission (the "Commission") a revised preliminary proxy statement in connection with the election of the nominee of the Stilwell Value Group (the "Stilwell Nominee") to the board of directors of Oregon Trail Financial Corp. ("Oregon Trail") at Oregon Trail's 2001 annual meeting of stockholders. The Stilwell Value Group will prepare and file with the Commission a definitive proxy statement regarding the proposed election of a Stilwell Nominee and may file other proxy solicitation material regarding the election of the Stilwell Nominee. Investors and security holders are urged to read the definitive proxy statement and any other proxy material, when they become available, because they will contain important information. The definitive proxy statement will be sent to stockholders of Oregon Trail seeking their support for the election of the Stilwell Nominee to the Oregon Trail board of directors. Investors and security holders may obtain a free copy of the definitive proxy statement (when it is available) and other documents filed by the Stilwell Value Group with the Commission at the Commission's website at www.sec.gov. The definitive proxy statement (when it is available) and these other documents may also be obtained for free by writing to Mr. Joseph Stilwell at 26 Broadway, 23rd Floor, New York, New York 10004, or by contacting D.F. King & Co. at (212) 269-5550. Detailed information regarding the names, affiliations and interests of individuals who may be deemed participants in the solicitation is available in the revised preliminary proxy statement filed by the Stilwell Value Group with the Commission on Schedule 14A on July 5, 2001. -----END PRIVACY-ENHANCED MESSAGE-----