<PAGE> 1
As filed with the Securities and Exchange Commission on October 15, 1997
Registration No. 333-
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================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CITIZENS FIRST FINANCIAL CORP.
(exact name of registrant as specified in its certificate of incorporation)
DELAWARE 37-1351861
(state or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2101 NORTH VETERANS PARKWAY
BLOOMINGTON, ILLINOIS 61704
(309) 661-8700
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
CITIZENS FIRST FINANCIAL CORP. 1996 STOCK-BASED INCENTIVE PLAN
(Full Title of the Plan)
----------------------------------------
C. WILLIAM LANDEFELD COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER LAWRENCE M.F. SPACCASI, ESQUIRE
CITIZENS FIRST FINANCIAL CORP. MARC P. LEVY, ESQUIRE
2101 NORTH VETERANS PARKWAY MULDOON, MURPHY & FAUCETTE
BLOOMINGTON, ILLINOIS 61704 5101 WISCONSIN AVENUE, N.W.
(309) 661-8700 WASHINGTON, DC 20016
(Name, address, including zip code, (202) 362-0840
and telephone number, including area
code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. / X /
<TABLE>
<CAPTION>
Title of each Estimated
Class of Aggregate
Securities to Amount to be Proposed Purchase Offering Registration
be Registered Registered(1) Price Per Share Price Fee
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 281,750
$.01 par Value Shares (2) $12.31(3) $3,468,342 $1,051
- ----------------------------------------------------------------------------------
Common Stock 112,700
$.01 par Value Shares (4) $13.79(5) $1,554,533 $ 471
==================================================================================
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Citizens First Financial Corp. 1996 Stock-Based Incentive Plan (the
"Plan") as the result of a stock split, stock dividend or similar adjustment
of the outstanding Common Stock of Citizens First Financial Corp. pursuant
to 17 C.F.R. ss.230.416(a).
(2) Represents the total number of shares currently reserved or available for
issuance upon the exercise of stock options pursuant to the Plan.
(3) The exercise price of the options, which equals the average of the high and
low prices listed on the American Stock Exchange on November 12, 1996, the
date the options under the Plan were granted.
(4) Represents the total number of shares currently available for issuance as
stock awards under the Plan.
(5) The weighted average price determined by the aggregate purchase price of
$1,554,533 at which the 112,700 shares have been purchased for satisfying
awards under the Plan.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
Number of Pages 17
Exhibit Index begins on Page 10
<PAGE> 2
CITIZENS FIRST FINANCIAL CORP.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Citizens First
Financial Corp. (the "Company" or the "Registrant") 1996 Stock-Based Incentive
Plan (the "Plan") required by Part I of the Registration Statement will be sent
or given to the participants in the Plan as specified by Rule 428(b)(1). Such
document is not filed with the Securities and Exchange Commission (the "SEC")
either as a part of this Registration Statement or as a prospectus or prospectus
supplement pursuant to Rule 424 in reliance on Rule 428.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:
(a) The Form 10-KSB filed by the Registrant (File No. 1-14274) with the
SEC on March 28, 1997, which includes the consolidated balance sheet of Citizens
First Financial Corp. and subsidiary as of December 31, 1996 and 1995, and the
related consolidated statements of income, changes in stockholder's equity, and
cash flows for each of the three years in the period ended December 31, 1996,
together with the related notes and the report of Geo. S. Olive & Co. LLC,
independent certified public accountants. The consolidated statements of income
and cash flows for the year ended December 31, 1994 have been restated to
reflect the pooling of interests with Fairbury Federal Savings and Loan
Association and subsidiary as described in the notes to the consolidated
financial statements. Those statements were audited by Clifton Gunderson L.L.C.
(formerly Clifton, Gunderson & Co.), whose report has been relied upon by Geo.
S. Olive & Co., LLC and incorporated herein in reliance upon the authority of
said firm as experts in accounting and auditing.
(b) The Form 10-QSB report filed by the Registrant for the fiscal
quarters ended March 31, 1997 and June 30, 1997 (File No. 1-14274), filed with
the SEC on May 15, 1997 and August 14, 1997, respectively.
(c) The description of Registrant's Common Stock contained in
Registrant's Form 8-A (File No. 1-14274), as filed with the SEC on February 13,
1996 pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the
"Exchange Act") and Rule 12b-15 promulgated thereunder.
(d) All documents filed by the Registrant pursuant to Section 13(a)
and (c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment which deregisters all securities
then remaining unsold.
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT TO THE
EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY FILED
DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.
2
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ITEM 4. DESCRIPTION OF SECURITIES
The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None
The consolidated statements of financial condition of the Bank and
subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of income, equity capital, and cash flows for each of the years in
the three-year period ended December 31, 1996, together with the related notes
and the reports of Geo. S. Olive & Co. LLC, and Clifton Gunderson L.L.C.
(formerly Clifton, Gunderson & Co.), independent certified public accountants,
incorporated by reference in this Registration Statement, have been incorporated
herein in reliance upon the authority of said firm as experts in accounting and
auditing.
The validity of the Common Stock offered hereby has been passed upon by
Muldoon, Murphy & Faucette, Washington, DC, for the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent permissible by the general corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.
This indemnification applies to the Board of Directors who administer the Plan.
In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:
TENTH:
A. Each person who was or is made a party or is threatened to be made a party to
or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a Director or an Officer of the
Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith; provided, however, that, except as provided
in Section C hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
3
<PAGE> 4
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.
B. The right to indemnification conferred in Section A of this Article TENTH
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a Director or Officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, services to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise. The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this Article TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director, Officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expenses of prosecuting or defending such suit. In: (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that; and (ii) in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article TENTH or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement of expenses conferred in
this Article TENTH shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, the Corporation's Certificate
of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested
Directors or otherwise.
4
<PAGE> 5
E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director, Officer, employee or agent of the Corporation or subsidiary or
Affiliate or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any employee or agent of the Corporation to the fullest extent of the
provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.
ELEVENTH:
- --------
A Director of this Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
Director, except for liability: (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders; (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of the Delaware General Corporation Law; or (iv)
for any transaction from which the Director derived an improper personal
benefit. If the Delaware General Corporation Law is amended to authorize
corporate action further eliminating or limiting the personal liability of
Directors, then the liability of a Director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.
The Registrant is also permitted to maintain directors' and officers'
liability insurance covering its directors and officers and has obtained a
directors' and officers' liability and corporation reimbursement policy which
(subject to certain limits and deductibles) (i) insures officers and directors
of the Registrant against loss arising from certain claims made against them by
reason of their being such directors or officers, and (ii) insures the
Registrant against loss which it may be required or permitted to pay as
indemnification due its directors or officers for certain claims.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
5
<PAGE> 6
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-B):
4 Stock Certificate of Citizens First Financial Corp.1
5 Opinion of Muldoon, Murphy & Faucette, Washington, DC, as to the
legality of the Common Stock registered hereby.
23.1 Consent of Muldoon, Murphy & Faucette (contained in the opinion
included as Exhibit 5).
23.2 Consent of Geo. S. Olive & Co. LLC.
23.3 Consent of Clifton Gunderson L.L.C.
24 Power of Attorney is located on the signature pages.
- --------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
in the Registration Statement on Form SB-2 (SEC No. 33-556), as amended, filed
with the SEC on January 24, 1996 and declared effective on March 11, 1996.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement to:
(i) Include any Prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) Reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information in the Registration
Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table
in the effective Registration Statement; and
(iii) Include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
6
<PAGE> 7
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference into this
Registration Statement.
(2) That, for the purpose of determining liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of the securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities registered that remain unsold
at the termination of the Offering.
(b) The undersigned hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the
Registrant's or the Plan's annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act that is incorporated by reference in
the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a trustee, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
7
<PAGE> 8
CONFORMED
SIGNATURES
Pursuant to the requirements of the Securities Act, Citizens First
Financial Corp. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bloomington, State of Illinois, on October 15,
1997.
CITIZENS FIRST FINANCIAL CORP.
By: /s/ C. William Landefeld
------------------------
C. William Landefeld
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Landefeld) constitutes and appoints C. William Landefeld
and Mr. Landefeld appoints Richard F. Becker, as the true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments to the Form S-8 Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, respectively, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and things requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Name Title Date
---- ----- ----
/s/ Chairman of the Board , 1997
- ------------------------ ----------
Donald L. Wainscott
/s/ C. William Landefeld President, Chief Executive October 15, 1997
- ------------------------ Officer and Director
C. William Landefeld
/s/ Richard F. Becker Senior Vice President and October 15, 1997
- ------------------------ Secretary
Richard F. Becker
8
<PAGE> 9
/s/ Dallas G. Smiley Senior Vice President, Treasurer October 15, 1997
- ------------------------ and Chief Financial Officer
Dallas G. Smiley
/s/ Bryce A. Sides Director October 15, 1997
- ------------------------
Bryce A. Sides
/s/ Lyle J. Honegger Director October 15, 1997
- ------------------------
Lyle J. Honegger
/s/ Lowell M. Thompson Director October 15, 1997
- ------------------------
Lowell M. Thompson
9
<PAGE> 10
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
- ------------ ------------------ ------------------------------------- ------------
<S> <C> <C> <C>
4 Stock Certificate of Incorporated herein by reference from the Exhibits --
Citizens First of the Registrant's Registration Statement on Form
Financial Corp. SB-2 filed with the SEC on January 24, 1996 and
declared effective on March 11.
5 Opinion of Muldoon, Filed herewith. 12
Murphy & Faucette
23.1 Consent of Muldoon, Contained in Exhibit 5 hereof. 12
Murphy & Faucette
23.2 Consent of Geo. S. Filed herewith. 15
Olive & Co. LLC
23.3 Consent of Clifton Filed herewith. 17
Gunderson L.L.C.
24 Power of Attorney Located on the signature page. 8
</TABLE>
10
<PAGE> 1
EXHIBIT 5.0 OPINION OF MULDOON, MURPHY & FAUCETTE RE: LEGALITY
<PAGE> 2
October 15, 1997
Board of Directors
Citizens First Financial Corp.
2101 North Veterans Parkway
Bloomington, Illinois 61704
Re: Citizens First Financial Corp. 1996 Stock-Based Incentive Plan
Gentlemen:
We have been requested by Citizens First Financial Corp. (the "Company")
to issue a legal opinion in connection with the registration under the
Securities Act of 1933 on Form S-8 of 394,450 shares of the Company's Common
Stock, $.01 par value (the "Shares"), that may be issued under the Citizens
First Financial Corp. 1996 Stock-Based Incentive Plan (the "Plan").
We have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering this opinion. In our examination,
we have assumed and have not verified (i) the genuineness of all signatures,
(ii) the authenticity of all documents submitted to us as originals, (iii) the
conformity with the originals of all documents supplied to us as copies, and
(iv) the accuracy and completeness of all corporate records and documents and of
all certificates and statements of fact, in each case given or made available to
us by the Company or its subsidiary, Citizens Savings Bank, F.S.B.
Based on the foregoing and limited in all respects to Delaware law, it is
our opinion that the Shares reserved under the Plan have been duly authorized
and upon payment for and issuance of the Shares in the manner described in the
Plan, will be legally issued, fully paid and nonassessable.
The following provisions of the Certificate of Incorporation may not be
given effect by a court applying Delaware law, but in our opinion the failure to
give effect to such provisions will not affect the duly authorized, validly
issued, fully paid and nonassessable status of the Common Stock:
<PAGE> 3
Board of Directors
October 15, 1997
Page 2
(a) Subsections C.3 and C.6 of Article FOURTH and Section D of Article
EIGHTH, which grant the Board the authority to construe and apply the provisions
of those Articles, subsection C.4 of Article FOURTH, to the extent that
subsection obligates any person to provide to the Board the information such
subsection authorizes the Board to demand, and the provision of subsection C.7
of Article EIGHTH authorizing the Board to determine the Fair Market Value of
property offered or paid for the Company's stock by an Interested Stockholder,
in each case to the extent, if any, that a court applying Delaware law were to
impose equitable limitations upon such authority; and
(b) Article NINTH of the Certificate of Incorporation, which authorizes
the Board to consider the effect of any offer to acquire the Company on
constituencies other than stockholders in evaluating any such offer.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8, and we consent to the use of the
name of our firm under the heading "Interests of Named Experts and Counsel."
Sincerely,
/s/ MULDOON, MURPHY & FAUCETTE
<PAGE> 1
EXHIBIT 23.2 CONSENT OF GEO. S. OLIVE & CO. LLC
<PAGE> 2
GEO. S. OLIVE & CO. LLC
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 24, 1997, accompanying the consolidated
financial statements of Citizens Savings Bank, F.S.B. and Subsidiaries appearing
in the Form 10-KSB Report filed by the Company with the Securities and Exchange
Commission on March 28, 1997, which is incorporated by reference in this
Registration Statement. We consent to the incorporation by reference in this
Registration Statement of the aforementioned report.
/s/ Geo. S. Olive & Co. LLC
Decatur, Illinois
October 14, 1997
A member of
Moores Rowland
International
An Association of independent
accounting firms throughout the world.
240 NORTH CHURCH STREET, P.O. BOX 2534, DECATUR, ILLINOIS 62522 (217) 429-2411
FAX: (217) 429-6109 TRADE CENTER SOUTH, 100 TRADE CENTER DRIVE, SUITE 403,
CHAMPAIGN, ILLINOIS 61820 (217) 355-0866 FAX: (217) 355-9849
OFFICES LOCATED IN INDIANA, ILLINOIS AND OHIO
<PAGE> 1
EXHIBIT 23.3 CONSENT OF CLIFTON GUNDERSON L.L.C.
<PAGE> 2
CLIFTON 301 SW Adams, Suite 900
GUNDERSON L.L.C. P.O. Box 1835
Certified Public Accountants & Consultants Peoria, Illinois 61656-1835
(309) 671-4500
(309) 671-4508 Fax
www.cliftoncpa.com
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 27, 1995, except as to Note 13 which is
as of February 25, 1995, accompanying the consolidated financial statements of
Citizens Savings Bank, F.S.B. and Subsidiaries appearing in the Form 10-KSB
Report filed by the Company with the Securities and Exchange Commission on March
28, 1997, which is incorporated by reference in this Registration Statement. We
consent to the incorporation by reference in this Registration Statement of the
aforementioned report.
/s/ Clifton, Gunderson & Co.
Peoria, Illinois
October 7, 1997
