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Exhibit 12.A1
CITIZENS FIRST FINANCIAL CORP.
2101 North Veterans Parkway
Bloomington, Illinois 61704
(309) 661-8700
Offer to Purchase for Cash
Up to 391,000 Shares of its
Common Stock, Par Value $0.01 Per Share
At a Purchase Price Not Greater Than $17.00
Nor Less Than $15.00 Per Share
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THE OFFER TO PURCHASE, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, DECEMBER 1, 2000,
UNLESS THE OFFER TO PURCHASE IS EXTENDED
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Questions or requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or other tender offer materials may
be directed to the Information Agent/ Dealer Manager at the address and
telephone number set forth on the back cover of this Offer to Purchase, and such
copies will be furnished promptly at the Company's expense. Stockholders may
also contact their local broker, dealer, commercial bank or trust company for
assistance concerning the Offer to Purchase.
No person has been authorized to make any recommendation on behalf of
the Company as to whether stockholders should tender shares pursuant to the
Offer to Purchase. No person has been authorized to give any information or to
make any representations in connection with the Offer to Purchase other than
those contained herein or in the related Letter of Transmittal. If given or
made, such recommendation and such other information and representations must
not be relied upon as having been authorized by the Company.
The Dealer Manager and Information Agent for the Offer to Purchase is:
Sandler O'Neill & Partners, L.P.
The date of this Offer to Purchase is October 31, 2000
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TABLE OF CONTENTS
Section Page
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SUMMARY......................................................................1
1. NUMBER OF SHARES; PRORATION..............................................3
2. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES..............................4
3. PROCEDURE FOR TENDERING SHARES...........................................4
4. WITHDRAWAL RIGHTS........................................................6
5. ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE PRICE...........7
6. CONDITIONS OF THE OFFER TO PURCHASE......................................8
7. PRICE RANGE OF SHARES; DIVIDENDS.........................................9
8. PURPOSE OF THE OFFER TO PURCHASE; CERTAIN EFFECTS OF THE OFFER
TO PURCHASE.............................................................10
9. INFORMATION CONCERNING THE COMPANY......................................11
10. SOURCE AND AMOUNT OF FUNDS..............................................15
11. INTEREST OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING SHARES.......................................................15
12. EFFECTS OF THE OFFER TO PURCHASE ON THE MARKET FOR SHARES;
REGISTRATION UNDER THE EXCHANGE ACT.....................................16
13. LEGAL MATTERS; REGULATORY APPROVALS.....................................17
14. FEDERAL INCOME TAX CONSEQUENCES.........................................17
15. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS.....................19
16. SOLICITATION FEES AND EXPENSES..........................................20
17. WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION.............................21
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To the Holders of Shares of Common Stock of
Citizens First Financial Corp.
SUMMARY
Citizens First Financial Corp. is inviting its stockholders to sell
shares of its common stock back to the Company for cash. Set forth below are the
material terms of this offer:
o The Company will agree to purchase up to 391,000 shares of its
common stock. See "Number of Shares; proration" on page 3 in
this Offer to Purchase.
o The Company will purchase these shares within a price range of
$15.00 to $17.00 per share as determined by tendering
stockholders. See "Number of Shares; Proration" on page 3 in
this Offer to Purchase.
o Each stockholder must determine whether to sell stock, how
much to sell, and at what price the stockholder is willing to
sell. See "Number of Shares; Proration" on page 3 and
"Procedure for Tendering Shares" on page 4 of this Offer to
Purchase.
o All shares will be acquired at the same purchase price. See
"Number of Shares; Proration" on page 3 of this Offer to
Purchase.
o If more than 391,000 shares are tendered at or below the
purchase price the Company will first acquire shares held by
persons who own less than 100 shares and then will acquire
shares from other tendering stockholders on a pro rata basis.
See "Number of Shares; Proration" on page 3 and "Tenders by
Holders of Fewer Than 100 Shares" on page 4 of this Offer to
Purchase.
o The offer is not conditioned upon any minimum number of shares
being tendered. The offer is, however, subject to other
conditions. See "Conditions of the Offer to Purchase" on page
8 of this Offer to Purchase.
o You must properly complete and execute the Letter of
Transmittal by 5:00 p.m. on Friday, December 1, 2000 in order
to sell your shares to us in this offer. See "Procedure for
Tendering Shares" on page 4 of this Offer to Purchase.
o This offer is scheduled to expire at 5:00 p.m. on Friday,
December 1, 2000. See "Number of Shares; Proration" on page 3
of this Offer to Purchase.
o The offering period may be extended by the Company making a
public announcement. See "Extension of Tender Period;
Termination; Amendments" on page 19 of this Offer to Purchase.
o Stockholders may withdraw tendered shares at any time prior to
the expiration of the offering, which is currently scheduled
on December 1, 2000. Tenders will then be irrevocable until
December 1, 2000, when they may be withdrawn by stockholders
if they have not been accepted for payment by the Company. See
"Withdrawal Rights" on page 6 of this Offer to Purchase.
o Written notice of a withdrawal must be provided to the
Depositary. The information required and method of
notification is different if you hold your shares directly or
through a broker. See "Withdrawal Rights" on page 6 of this
Offer to Purchase.
o Once the price is set, prorations will be considered. Then
checks for all accepted tenders will be issued by the
Depositary. See "Acceptance for Payment of Shares and Payment
of Purchase Price" on page 7 of this Offer to Purchase.
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o The Company expects to announce final results on any proration
within seven trading days of the expiration date. See
"Acceptance for Payment of Shares and Payment of Purchase
Price" on page 7 of this Offer to Purchase.
o Stockholders who don't tender will increase their percentage
ownership in the Company. This will include the executive
officers and directors of the Company and the trustee for the
Company's employee stock ownership plan who do not intend to
tender any of their shares. See "Purpose of the Offer to
Purchase; Certain Effects of the Offer to Purchase" on page 10
and "Interest of Directors and Officers; Transaction and
Arrangements Concerning Shares" on page 15 of this Offer to
Purchase.
o Generally, stockholders will be expected to recognize gain or
loss on the tendered shares equal to the difference between
the cash paid by the Company and the stockholder's basis. See
"Federal Income Tax Consequences" on page 17 of this Offer to
Purchase.
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1. NUMBER OF SHARES; PRORATION
Upon the terms and subject to the conditions described herein and in
the Letter of Transmittal, the Company will purchase up to 391,000 shares that
are validly tendered on or prior to the Expiration Date (as defined below) (and
not properly withdrawn in accordance with Section 4) at a price (determined in
the manner set forth below) not greater than $17.00 nor less than $15.00 per
share. The later of 5:00 p.m., New York City time, on Friday, December 1, 2000,
or the latest time and date to which the Offer to Purchase is extended pursuant
to Section 15, is referred to herein as the "Expiration Date." If the Offer to
Purchase is oversubscribed as described below, only shares tendered at or below
the Purchase Price on or prior to the Expiration Date will be eligible for
proration. The proration period also expires on the Expiration Date.
The Company will determine the Purchase Price taking into consideration
the number of shares so tendered and the prices specified by tendering
stockholders. The Company will select the lowest Purchase Price that will enable
it to purchase 391,000 shares (or such lesser number of shares as is validly
tendered and not withdrawn at prices not greater than $17.00 nor less than
$15.00 per share) pursuant to the Offer to Purchase. Subject to Section 15, the
Company reserves the right to purchase more than 391,000 shares pursuant to the
Offer to Purchase, but does not currently plan to do so. The Offer to Purchase
is not conditioned on any minimum number of shares being tendered. The Offer to
Purchase is, however, subject to certain other conditions. See Section 6.
In accordance with Instruction 5 of the Letter of Transmittal, each
stockholder who wishes to tender shares must specify the price (not greater than
$17.00 nor less than $15.00 per share) at which the stockholder is willing to
have the Company purchase such shares. As promptly as practicable following the
Expiration Date, the Company will determine the Purchase Price (not greater than
$17.00 nor less than $15.00 per share) that it will pay for shares validly
tendered and not withdrawn pursuant to the Offer to Purchase, taking into
account the number of shares so tendered and the prices specified by tendering
stockholders. All shares purchased pursuant to the Offer to Purchase will be
purchased at the Purchase Price. All shares not purchased pursuant to the Offer
to Purchase, including shares tendered at prices greater than the Purchase Price
and shares not purchased because of proration will be returned to the tendering
stockholders at the Company's expense as promptly as practicable following the
Expiration Date.
Upon the terms and subject to the conditions of the Offer to Purchase,
if 391,000 or fewer shares have been validly tendered at or below the Purchase
Price and not withdrawn on or prior to the Expiration Date, the Company will
purchase all such shares. Upon the terms and subject to the conditions of the
Offer to Purchase, if more than 391,000 shares have been validly tendered at or
below the Purchase Price and not withdrawn on or prior to the Expiration Date,
the Company will purchase shares in the following order of priority:
(i) first, all shares validly tendered at or below the Purchase
Price and not withdrawn on or prior to the Expiration Date by
or on behalf of any stockholder who owned beneficially, as of
the close of business on October 24, 2000 and continues to own
beneficially as of the Expiration Date, an aggregate of fewer
than 100 shares and who validly tenders all of such shares
(partial tenders will not qualify for this preference) and
completes the box captioned "Odd Lots" on the Letter of
Transmittal; and
(ii) then, after purchase of all of the foregoing shares, all other
shares validly tendered at or below the Purchase Price and not
withdrawn on or prior to the Expiration Date on a pro rata
basis, if necessary (with appropriate adjustments to avoid
purchases of fractional shares).
If proration of tendered shares is required, (i) because of the
difficulty in determining the number of shares validly tendered, and (ii) as a
result of the "odd lot" procedure described in Section 2, the Company does not
expect that it will be able to announce the final proration factor or to
commence payment for any shares purchased pursuant to the Offer to Purchase
until approximately seven Nasdaq National Market trading days after the
Expiration Date. Preliminary results of proration will be announced by press
release as promptly as practicable after the Expiration Date. Holders of shares
may obtain such preliminary information from the Dealer Manager/Information
Agent.
The Company expressly reserves the right, in its sole discretion, at
any time or from time to time, to extend the period of time during which the
Offer to Purchase is open by giving oral or written notice of such extension to
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the Depositary and making a public announcement thereof. See Section 15. There
can be no assurance, however, that the Company will exercise its right to extend
the Offer to Purchase.
For purposes of the Offer to Purchase, a "business day" means any day
other than a Saturday, Sunday or federal holiday and consists of the time period
from 12:01 a.m. through 12:00 midnight, New York City time.
Copies of this Offer to Purchase and the related Letter of Transmittal
are being mailed to record holders of shares and will be furnished to brokers,
banks and similar persons whose names, or the names of whose nominees, appear on
the Company's stockholder list or, if applicable, who are listed as participants
in a clearing agency's security position listing for subsequent transmittal to
beneficial owners of shares.
2. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES
Except to the extent that the Company's purchase would result in the
delisting of the shares on the Nasdaq National Market, all shares validly
tendered at or below the Purchase Price and not withdrawn on or prior to the
Expiration Date by or on behalf of any stockholder who owned beneficially, as of
the close of business on October 24, 2000, and continues to own beneficially as
of the Expiration Date, an aggregate of fewer than 100 shares, will be accepted
for purchase before proration, if any, of other tendered shares. Partial tenders
will not qualify for this preference, and it is not available to beneficial
holders of 100 or more shares, even if such holders have separate stock
certificates for fewer than 100 shares. By accepting the Offer to Purchase, a
stockholder owning beneficially fewer than 100 shares will avoid the payment of
brokerage commissions and the applicable odd lot discount payable in a sale of
such shares in a transaction effected on a securities exchange.
As of October 20, 2000, there were approximately 522 holders of record
of shares. Approximately 129 of these holders of record held individually fewer
than 100 shares and held in the aggregate approximately 4,205 shares. Because of
the large number of shares held in the names of brokers and nominees, the
Company is unable to estimate the number of beneficial owners of fewer than 100
shares or the aggregate number of shares they own. Any stockholder wishing to
tender all of his or her shares pursuant to this Section should complete the box
captioned "Odd Lots" on the Letter of Transmittal.
3. PROCEDURE FOR TENDERING SHARES
To tender shares validly pursuant to the Offer to Purchase, a properly
completed and duly executed Letter of Transmittal or facsimile thereof, together
with any required signature guarantees and any other documents required by the
Letter of Transmittal, must be received by the Depositary at its address set
forth on the back cover of this Offer to Purchase and either (i) certificates
for the shares to be tendered must be received by the Depositary at such address
or (ii) such shares must be delivered pursuant to the procedures for book-entry
transfer described below (and a confirmation of such delivery received by the
Depositary), in each case on or prior to the Expiration Date.
In accordance with Instruction 5 of the Letter of Transmittal, in order
to tender shares pursuant to the Offer to Purchase, a stockholder must indicate
in the section captioned "Price (In Dollars) Per Share At Which Shares Are Being
Tendered" on the Letter of Transmittal either (i) the price (in multiples of
$0.50) at which such shares are being tendered, or (ii) that the shares are
being tendered at the Purchase Price determined by the Company in accordance
with the terms of this Offer to Purchase. For a tender of shares to be valid, a
price box, but only one price box, on each Letter or Transmittal must be
checked.
Stockholders wishing to tender shares at more than one price must
complete separate Letters of Transmittal for each price at which such shares are
being tendered. The same shares cannot be tendered at more than one price.
The Depositary will establish an account with respect to the shares at
The Depository Trust Company ("DTC") (hereinafter referred to as the "Book-Entry
Transfer Facility") for purposes of the Offer to Purchase within two business
days after the date of this Offer to Purchase, and any financial institution
that is a participant in the system of the Book-Entry Transfer Facility may make
delivery of shares by causing the Book-Entry Transfer Facility to transfer such
shares into the Depositary's account in accordance with the procedures of the
Book-Entry Transfer Facility. Although delivery of shares may be effected
through book-entry transfer, a properly completed and duly executed Letter of
Transmittal or a manually signed copy thereof, or an Agent's Message (as defined
below), together with any required signature guarantees and any other required
documents, must, in any case, be
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transmitted to and received by the Depositary at its address set forth on the
back cover of this Offer to Purchase on or prior to the Expiration Date.
Delivery of required documents to the Book-Entry Transfer Facility in accordance
with its procedures does not constitute delivery to the Depositary and will not
constitute a valid tender.
The term "Agent's Message" means a message transmitted by the
Book-Entry Transfer Facility to, and received by, the Depositary and forming a
part of a Book-Entry confirmation, which states that the Book-Entry Transfer
Facility has received an express acknowledgment from the participant in the
Book-Entry Transfer Facility tendering the shares, that such participant has
received and agrees to be bound by the terms of the Letter of Transmittal and
that the Company may enforce such agreement against the participant.
Except as set forth below, all signatures on a Letter of Transmittal
must be guaranteed by a firm that is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc., or
by a commercial bank, a trust company, a savings bank, a savings and loan
association or a credit union which has membership in an approved Signature
Guarantee Medallion Program (each of the foregoing being referred to as an
"Eligible Institution"). Signatures on a Letter of Transmittal need not be
guaranteed if (a) the Letter of Transmittal is signed by the registered holder
of the shares (which term, for the purposes of this Section, includes a
participant in the Book-Entry Transfer Facility whose name appears on a security
position listing as the holder of the shares) tendered therewith and such holder
has not completed the box entitled "Special Payment Instructions" or the box
entitled "Special Delivery Instructions" on the Letter of Transmittal or (b)
such shares are tendered for the account of an Eligible Institution. See
Instructions 1 and 6 of the Letter of Transmittal.
The method of delivery of shares and all other required documents is at
the option and risk of the tendering stockholder. If delivery is by mail,
registered mail with return receipt requested, properly insured, is recommended.
In all cases sufficient time should be allowed to assure timely delivery.
To prevent United States federal income tax backup withholding equal to
31% of the gross payments made pursuant to the Offer to Purchase, each tendering
stockholder must provide the Depositary with such stockholder's correct taxpayer
identification number and certain other information by properly completing the
substitute Form W-9 included in the Letter of Transmittal. Foreign stockholders
(as defined in Section 14) must submit a properly completed Form W-8 (which may
be obtained from the Depositary) in order to prevent backup withholding. In
general, backup withholding does not apply to corporations or to foreign
stockholders subject to 30% (or lower treaty rate) withholding on gross payments
received pursuant to the Offer to Purchase (as discussed in Section 14). For a
discussion of certain federal income tax consequences to tendering stockholders,
see Section 14. Each stockholder is urged to consult with his or her own tax
advisor regarding his, her or its qualification for exemption from backup
withholding and the procedure for obtaining any applicable exemption.
It is a violation of Rule 14e promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), for a person to tender shares for
his or her own account unless the person so tendering (i) has a net long
position equal to or greater than the amount of (x) shares tendered or (y) other
securities immediately convertible into, exercisable or exchangeable for the
amount of shares tendered and will acquire such shares for tender by conversion,
exercise or exchange of such other securities and (ii) will cause such shares to
be delivered in accordance with the terms of the Offer to Purchase. Rule 14e-4
provides a similar restriction applicable to the tender on behalf of another
person. The tender of shares pursuant to any one of the procedures described
above will constitute the tendering stockholder's representation and warranty
that (i) such stockholder has a net long position in the shares being tendered
within the meaning of Rule 14e-4 promulgated under the Exchange Act, and (ii)
the tender of such shares complies with Rule 14e-4. The Company's acceptance for
payment of shares tendered pursuant to the Offer to Purchase will constitute a
binding agreement between the tendering stockholder and the Company upon the
terms and subject to the conditions of the Offer to Purchase.
All questions as to the Purchase Price, the form of documents, the
number of shares to be accepted and the validity, eligibility (including time of
receipt) and acceptance for payment of any tender of shares will be determined
by the Company, in its sole discretion, which determination shall be final and
binding on all parties. The Company reserves the absolute right to reject any or
all tenders of shares that it determines are not in proper form or the
acceptance for payment of or payment for shares that may, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the absolute right to
waive any defect or irregularity in any tender of any particular shares. None of
the Company, the Dealer Manager/Information Agent, the Depositary or any other
person is or will
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be under any duty to give notice of any defect or irregularity in tenders, nor
shall any of them incur any liability for failure to give any such notice.
Certificates for shares, together with a properly completed Letter of
Transmittal (or, in the case of a book-entry transfer, an Agent's Message) and
any other documents required by the Letter of Transmittal, must be delivered to
the Depositary and not to the Company. Any such documents delivered to the
Company will not be forwarded to the Depositary and therefore will not be deemed
to be properly tendered.
4. WITHDRAWAL RIGHTS
Tenders of shares made pursuant to the Offer to Purchase may be
withdrawn at any time prior to the Expiration Date. Thereafter, such tenders are
irrevocable, except that they may be withdrawn after 12:00 midnight, New York
City time, December 28, 2000 unless previously accepted for payment by the
Company as provided in this Offer to Purchase. If the Company extends the period
of time during which the Offer to Purchase is open, is delayed in purchasing
shares or is unable to purchase shares pursuant to the Offer to Purchase for any
reason, then, without prejudice to the Company's rights under the Offer to
Purchase, the Depositary may, on behalf of the Company, retain all shares
tendered, and such shares may not be withdrawn except as otherwise provided in
this Section 4, subject to Rule 13e-4(f)(5) under the Exchange Act, which
provides that the issuer making the tender offer shall either pay the
consideration offered, or return the tendered securities promptly after the
termination or withdrawal of the tender offer.
Withdrawal of Shares Held in Physical Form. Tenders of shares made
pursuant to the Offer to Purchase may not be withdrawn after the Expiration
Date, except that they may be withdrawn after 12:00 midnight, New York City
time, December 28, 2000 unless accepted for payment by the Company as provided
in this Offer to Purchase. For a withdrawal to be effective prior to that time,
a stockholder of shares held in physical form must provide a written,
telegraphic or facsimile transmission notice of withdrawal to the Depositary at
its address set forth on the back cover page of this Offer to Purchase before
the Expiration Date, which notice must contain: (A) the name of the person who
tendered the shares; (B) a description of the shares to be withdrawn; (C) the
certificate numbers shown on the particular certificates evidencing such shares;
(D) the signature of such stockholder executed in the same manner as the
original signature on the Letter of Transmittal (including any signature
guarantee (if such original signature was guaranteed)); and (E) if such shares
are held by a new beneficial owner, evidence satisfactory to the Company that
the person withdrawing the tender has succeeded to the beneficial ownership of
the shares. A purported notice of withdrawal which lacks any of the required
information will not be an effective withdrawal of a tender previously made.
Withdrawal of Shares Held with the Book-Entry Transfer Facility.
Tenders of shares made pursuant to the Offer to Purchase may not be withdrawn
after the Expiration Date, except that they may be withdrawn after 12:00
midnight, New York City time, December 28, 2000 unless accepted for payment by
the Company as provided in this Offer to Purchase. For a withdrawal to be
effective prior to that time, a stockholder of shares held with the Book-Entry
Transfer Facility must (i) call his or her broker and instruct such broker to
withdraw the tender of shares by debiting the Depositary's account at the
Book-Entry Transfer Facility for all shares to be withdrawn; and (ii) instruct
the broker to provide a written, telegraphic or facsimile transmission notice of
withdrawal to the Depositary on or before the Expiration Date. Such notice of
withdrawal shall contain (A) the name of the person who tendered the shares; (B)
a description of the shares to be withdrawn; and (C) if such shares are held by
a new beneficial owner, evidence satisfactory to the Company that the person
withdrawing the tender has succeeded to the beneficial ownership of the shares.
A purported notice of withdrawal which lacks any of the required information
will not be an effective withdrawal of a tender previously made.
Any permitted withdrawals of tenders of shares may not be rescinded,
and any shares so withdrawn will thereafter be deemed not validly tendered for
purposes of the Offer to Purchase; provided, however, that withdrawn shares may
be re-tendered by following the procedures for tendering prior to the Expiration
Date.
All questions as to the form and validity (including time of receipt)
of any notice of withdrawal will be determined by the Company, in its sole
discretion, which determination shall be final and binding on all parties. None
of the Company, the Dealer Manager/Information Agent, the Depositary or any
other person is or will be under any duty to give notification of any defect or
irregularity in any notice of withdrawal or incur any liability for failure to
give any such notification.
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5. ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE PRICE
Upon the terms and subject to the conditions of the Offer to Purchase
and as promptly as practicable after the Expiration Date, the Company will
determine the Purchase Price, taking into consideration the number of shares
tendered and the prices specified by tendering stockholders, announce the
Purchase Price, and (subject to the proration provisions of the Offer to
Purchase) accept for payment and pay the Purchase Price for shares validly
tendered and not withdrawn at or below the Purchase Price. Thereafter, payment
for all shares validly tendered on or prior to the Expiration Date and accepted
for payment pursuant to the Offer to Purchase will be made by the Depositary by
check as promptly as practicable. In all cases, payment for shares accepted for
payment pursuant to the Offer to Purchase will be made only after timely receipt
by the Depositary of certificates for such shares (or of a timely confirmation
of a book-entry transfer of such shares into the Depositary's account at the
Book-Entry Transfer Facility), a properly completed and duly executed Letter of
Transmittal or a manually signed copy thereof, with any required signature
guarantees, or in the case of a book-entry delivery an Agent's Message, and any
other required documents.
For purposes of the Offer to Purchase, the Company shall be deemed to
have accepted for payment (and thereby purchased), subject to proration, shares
that are validly tendered and not withdrawn as, if and when it gives oral or
written notice to the Depositary of the Company's acceptance for payment of such
shares. In the event of proration, the Company will determine the proration
factor and pay for those tendered shares accepted for payment as soon as
practicable after the Expiration Date. However, the Company does not expect to
be able to announce the final results of any such proration until approximately
seven Nasdaq National Market trading days after the Expiration Date. The Company
will pay for shares that it has purchased pursuant to the Offer to Purchase by
depositing the aggregate Purchase Price therefor with the Depositary. The
Depositary will act as agent for tendering stockholders for the purpose of
receiving payment from the Company and transmitting payment to tendering
stockholders. Under no circumstances will interest be paid on amounts to be paid
to tendering stockholders, regardless of any delay in making such payment.
Certificates for all shares not purchased, including all shares
tendered at prices greater than the Purchase Price and shares not purchased
because of proration, will be returned (or, in the case of shares tendered by
book-entry transfer, such shares will be credited to an account maintained with
the Book-Entry Transfer Facility by the participant therein who so delivered the
shares) as promptly as practicable following the Expiration Date without expense
to the tendering stockholder.
Payment for shares may be delayed in the event of difficulty in
determining the number of shares properly tendered or if proration is required.
See Section 1. In addition, if certain events occur, the Company may not be
obligated to purchase shares pursuant to the Offer to Purchase. See Section 6.
The Company will pay or cause to be paid any stock transfer taxes with
respect to the sale and transfer of any shares to it or its order pursuant to
the Offer to Purchase. If, however, payment of the Purchase Price is to be made
to, or a portion of the shares delivered (whether in certificated form or by
book entry) but not tendered or not purchased are to be registered in the name
of, any person other than the registered holder, or if tendered shares are
registered in the name of any person other than the person signing the Letter of
Transmittal (unless such person is signing in a representative or fiduciary
capacity), the amount of any stock transfer taxes (whether imposed on the
registered holder, such other person or otherwise) payable on account of the
transfer to such person will be deducted from the Purchase Price unless
satisfactory evidence of the payment of such taxes, or exemption therefrom, is
submitted. See Instruction 7 to the Letter of Transmittal.
ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY
AND SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL (OR, IN
THE CASE OF A FOREIGN INDIVIDUAL, A FORM W-8) MAY BE SUBJECT TO REQUIRED FEDERAL
INCOME TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAID TO SUCH STOCKHOLDER OR
OTHER PAYEE PURSUANT TO THE OFFER TO PURCHASE. SEE SECTION 3.
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6. CONDITIONS OF THE OFFER TO PURCHASE
Notwithstanding any other provision of the Offer to Purchase, the
Company will not be required to accept for payment or pay for any shares
tendered, and may terminate or amend and may postpone (subject to the
requirements of the Exchange Act for prompt payment for or return of shares
tendered) the acceptance for payment of shares tendered, if at any time after
October 31, 2000 and at or before any of the following shall have occurred:
(a) there shall have been threatened, instituted or pending
any action or proceeding by any government or governmental, regulatory
or administrative agency or authority or tribunal or any other person,
domestic or foreign, or before any court, authority, agency or tribunal
that (i) challenges the acquisition of shares pursuant to the Offer to
Purchase or otherwise in any manner relates to or affects the Offer to
Purchase or (ii) in the reasonable judgment of the Company, could
materially and adversely affect the business, condition (financial or
other), income, operations or prospects of the Company and its
subsidiaries, taken as a whole, or otherwise materially impair in any
way the contemplated future conduct of the business of the Company or
any of its subsidiaries or materially impair the Offer to Purchase's
contemplated benefits to the Company;
(b) there shall have been any action threatened, pending or
taken, or approval withheld, or any statute, rule, regulation,
judgment, order or injunction threatened, proposed, sought,
promulgated, enacted, entered, amended, enforced or deemed to be
applicable to the Offer to Purchase or the Company or any of its
subsidiaries, by any legislative body, court, authority, agency or
tribunal which, in the Company's sole judgment, would or might directly
or indirectly (i) make the acceptance for payment of, or payment for,
some or all of the shares illegal or otherwise restrict or prohibit
consummation of the Offer to Purchase, (ii) delay or restrict the
ability of the Company, or render the Company unable, to accept for
payment or pay for some or all of the shares, (iii) materially impair
the contemplated benefits of the Offer to Purchase to the Company or
(iv) materially affect the business, condition (financial or other),
income, operations or prospects of the Company and its subsidiaries,
taken as a whole, or otherwise materially impair in any way the
contemplated future conduct of the business of the Company or any of
its subsidiaries;
(c) it shall have been publicly disclosed or the Company shall
have learned that (i) any person or "group" (within the meaning of
Section 13(d)(3) of the Exchange Act) has acquired or proposes to
acquire beneficial ownership of more than 5% of the outstanding shares
whether through the acquisition of stock, the formation of a group, the
grant of any option or right, or otherwise (other than as disclosed in
a Schedule 13D or 13G on file with the Securities and Exchange
Commission (the "Commission") on October 31, 2000) or (ii) any such
person or group that on or prior to October 31, 2000 had filed such a
Schedule with the Commission thereafter shall have acquired or shall
propose to acquire, whether through the acquisition of stock, the
formation of a group, the grant of any option or right, or otherwise,
beneficial ownership of additional shares representing 2% or more of
the outstanding shares;
(d) there shall have occurred (i) any general suspension of
trading in, or limitation on prices for, securities on any national
securities exchange or in the over-the-counter market, (ii) any
significant decline in the market price of the shares or in the general
level of market prices of equity securities in the United States or
abroad, (iii) any change in the general political, market, economic or
financial condition in the United States or abroad that could have a
material adverse effect on the Company's business, condition (financial
or otherwise), income, operations, prospects or ability to obtain
financing generally or the trading in the shares, (iv) the declaration
of a banking moratorium or any suspension of payments in respect of
banks in the United States or any limitation on, or any event which, in
the Company's reasonable judgment, might affect the extension of credit
by lending institutions in the United States, (v) the commencement of a
war, armed hostilities or other international or national calamity
directly or indirectly involving the United States or (vi) in the case
of any of the foregoing existing at the time of the commencement of the
Offer to Purchase, in the Company's reasonable judgment, a material
acceleration or worsening thereof;
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<PAGE>
(e) a tender or exchange offer with respect to some or all of
the shares (other than the Offer to Purchase), or a merger, acquisition
or other business combination proposal for the Company, shall have been
proposed, announced or made by another person or group (within the
meaning of Section 13(d) (3) of the Exchange Act);
(f) there shall have occurred any event or events that has
resulted, or may in the reasonable judgment of the Company result,
directly or indirectly, in an actual or threatened change in the
business, condition (financial or other), income, operations, stock
ownership or prospects of the Company and its subsidiaries; and, in the
reasonable judgment of the Company, such event or events make it
undesirable or inadvisable to proceed with the Offer to Purchase or
with such acceptance for payment.
The foregoing conditions are for the reasonable benefit of the Company
and may be asserted by the Company regardless of the circumstances (including
any action or inaction by the Company) giving rise to any of these conditions,
and any such condition may be waived by the Company, in whole or in part, at any
time and from time to time in its reasonable discretion. The failure by the
Company at any time to exercise any of the foregoing rights shall not be deemed
a waiver of the right and each of these rights shall be deemed an ongoing right
which may be asserted at any time and from time to time. Any determination by
the Company concerning the events described above will be final and binding on
all parties.
Acceptance of shares validly tendered in the Offer to Purchase is
subject to the condition that, as of the Expiration Date, and after giving pro
forma effect to the acceptance of shares validly tendered, the Company would
continue to have at least 400 stockholders and the shares would remain listed
for quotation on the Nasdaq National Market. This condition may not be waived.
The Exchange Act requires that all conditions to the Offer to Purchase
must be satisfied or waived before the Expiration Date.
7. PRICE RANGE OF SHARES; DIVIDENDS
The following table sets forth the high and low sales prices, and
dividends declared, for the shares as reported on the American Stock Exchange
(or after October 2, 2000 on the Nasdaq National Market) for the periods
indicated. The Company's fiscal year end is December 31.
Dividends
High Low Declared
Fiscal 1998
1st Quarter $22 3/8 $18 $0.00
2nd Quarter 21 1/2 17 3/4 0.00
3rd Quarter 18 3/4 13 0.00
4th Quarter 17 13 3/4 0.00
Fiscal 1999
1st Quarter $16 $13 1/8 $0.00
2nd Quarter 15 1/2 13 5/8 0.00
3rd Quarter 15 1/2 12 0.05
4th Quarter 13 3/8 11 9/16 0.05
Fiscal 2000
1st Quarter $16 1/2 $11 3/4 $0.05
2nd Quarter 15 1/2 12 1/2 0.05
3rd Quarter 14 1/4 12 3/4 0.05
4th Quarter (through 14 3/4 13 1/4 0.05
October 27, 2000)
On October 27, 2000, the closing price of the shares on the Nasdaq
National Market was $14.00 per share. Stockholders are urged to obtain current
market quotations for the shares.
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8. PURPOSE OF THE OFFER TO PURCHASE; CERTAIN EFFECTS OF THE OFFER TO PURCHASE
The Company believes that the purchase of shares is an attractive use
of a portion of the Company's available capital on behalf of its stockholders
and is consistent with the Company's long-term goal of increasing stockholder
value. The Company believes it has adequate sources of capital to complete the
share repurchase and pursue business opportunities
Since the time of the Company's initial conversion from a mutual
savings bank, the Company's capital base has substantially exceeded applicable
regulatory standards and the Company believes that after the purchase of shares,
the Company will have an amount of capital needed to support the Company's
banking business. After evaluating a variety of alternatives to utilize more
effectively its capital base and to attempt to maximize stockholder value, the
Company's management and its Board of Directors believe that the purchase of
shares pursuant to the Offer to Purchase is a positive action that is intended
to accomplish the desired objectives. Other actions previously and currently
employed, including periodic open market purchases of shares, the Company's
quarterly cash dividends, have enhanced stockholder value, but capital remains
at high levels, and this affects the Company's ability to produce desired
returns for stockholders.
The Offer to Purchase is designed to restructure the Company's balance
sheet in order to increase return on equity and earnings per share by reducing
the amount of equity and shares outstanding. Based upon the current market price
of its shares, the Company believes that the purchase of shares is an attractive
use of its funds. Following the purchase of the shares, the Company believes
funds provided by earnings, combined with its other sources of liquidity, will
be fully adequate to meet its funding needs for the foreseeable future. Upon
completion of the Offer to Purchase, the Company expects that it and its wholly
owned subsidiary bank, Citizens Savings Bank (the "Bank"), will continue to
maintain the highest regulatory standards for capital, which is designated as
"well capitalized" under the prompt corrective action scheme enacted by the
Federal Deposit Insurance Corporation Improvement Act of 1991.
The Offer to Purchase will enable stockholders who are considering the
sale of all or a portion of their shares the opportunity to determine the price
or prices (not greater than $17.00 nor less than $15.00 per share) at which they
are willing to sell their shares, and, if any such shares are purchased pursuant
to the Offer to Purchase, to sell those shares for cash without the usual
transaction costs associated with open-market sales. The Offer to Purchase may
also give stockholders the opportunity to sell shares at prices greater than
market prices prevailing prior to the announcement of the Offer to Purchase. See
Section 7. In addition, qualifying stockholders owning beneficially fewer than
100 shares, whose shares are purchased pursuant to the Offer to Purchase, not
only will avoid the payment of brokerage commissions but will also avoid any
applicable odd lot discounts to the market price typically charged by brokers
for executing odd lot trades.
Stockholders who do not tender their shares pursuant to the Offer to
Purchase and stockholders who otherwise retain an equity interest in the Company
as a result of a partial tender of shares or a proration pursuant to Section 1
of the Offer to Purchase will continue to be owners of the Company with the
attendant risks and rewards associated with owning the equity securities of the
Company. As noted above, the Company, following completion of the Offer to
Purchase, will maintain the highest regulatory capital ranking. Consequently,
the Company believes that stockholders will not be subject to materially greater
risk as a result of the reduction of the capital base.
Stockholders who determine not to accept the Offer to Purchase will
realize a proportionate increase in their relative equity interest in the
Company and, thus, in the Company's earnings and assets, subject to any risks
resulting from the Company's purchase of shares and the Company's ability to
issue additional equity securities in the future. In addition, to the extent the
purchase of shares pursuant to the Offer to Purchase results in a reduction of
the number of stockholders of record, the Company's costs for services to
stockholders may be reduced. Finally, the Offer to Purchase may affect the
Company's ability to qualify for pooling-of-interests accounting treatment for
any merger transaction for approximately the next two years (which could limit
alternative stockholder enhancement vehicles during this period).
If fewer than 391,000 shares are purchased pursuant to the Offer to
Purchase, the Company may repurchase the remainder of such shares on the open
market, in privately negotiated transactions or otherwise. In the future, the
Company may determine to purchase additional shares on the open market, in
privately negotiated transactions, through one or more tender offers or
otherwise. Any such purchases may be on the same terms as, or on terms which are
more or less favorable to stockholders than, the terms of the Offer to Purchase.
However, Rule 13e-4 under the Exchange Act prohibits the Company and its
affiliates from purchasing any shares, other than pursuant to the Offer
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<PAGE>
to Purchase, until at least ten business days after the Expiration Date. Any
future purchases of shares by the Company would depend on many factors,
including the market price of the shares, the Company's business and financial
position, and general economic and market conditions.
Shares the Company acquires pursuant to the Offer to Purchase will be
restored to the status of authorized and unissued shares, or placed in the
Company's treasury, and will be available for the Company to issue without
further stockholder action (except as required by applicable law or the rules of
the Nasdaq National Market or any other securities exchange on which the shares
are listed) for purposes including, but not limited to, the acquisition of other
businesses, the raising of additional capital for use in the Company's business
and the satisfaction of obligations under existing or future employee benefit
plans. The Company has no current plans for reissuance of the shares repurchased
pursuant to the Offer to Purchase.
Neither the Company nor its Board of Directors makes any recommendation
to any stockholder as to whether to tender all or any shares. Each stockholder
must make his or her own decision whether to tender shares and, if so, how many
shares to tender and at what price. Directors, officers and employees of the
Company who own shares may participate in the Offer to Purchase on the same
basis as the Company's other stockholders. The Company has been advised that
none of the directors or executive officers of the Company intend to tender
shares pursuant to the Offer to Purchase. The Company has also been advised that
the trustee of the ESOP does not intend to tender any shares pursuant to the
Offer to Purchase.
9. INFORMATION CONCERNING THE COMPANY
General
The Company, a Delaware corporation, was incorporated on January 17,
1996 for the purpose of becoming the holding company of Citizens Savings Bank
(the "Bank") upon the Bank's conversion from a federal mutual to a federal stock
savings and loan association (the "Conversion"). The Conversion was completed on
May 1, 1996. At September 30, 2000, the Company had total assets of $328.9
million, total deposits of $216.2 million, and stockholders equity of $35.3
million.
The Bank was originally chartered in 1888 by the State of Illinois and
in 1989 became a federally chartered saving bank. In April 1999, the Bank was
converted from a federally chartered savings bank to an Illinois state savings
bank. The Bank is, and intends to continue to be an independent,
community-oriented financial institution. The main office of the Company and the
Bank is located at 2101 North Veterans Parkway, Bloomington, Illinois 61704.
The Bank serves the financial needs of communities in its market area
through its main office located in Bloomington, Illinois and its four branch
offices located in Bloomington (2), Normal and Fairbury, Illinois. The Bank
attracts deposits from the general public and uses the deposits, together with
borrowings and other funds, to originate primarily loans secured by mortgages on
owner-occupied one- to four-family residences and, to a lesser extent,
multi-family, consumer and other loans. These loans are generally originated
within the Bank's primary market area. The Bank also invests in mortgage-backed
securities, investment securities and other short-term liquid assets. Its
deposits are insured up to applicable limits by the Federal Deposit Insurance
Corporation ("FDIC").
The Bank's results of operations are dependent primarily on net
interest income and fee income. Net interest income is the difference between
the interest income earned on its loans, mortgage-backed securities and
investment portfolio and its cost of funds, consisting of interest paid on its
deposits and borrowed money. The Bank's results of operations are also
significantly affected by general economic and competitive conditions,
particularly changes in market interest rates, government policies and actions
of regulatory authorities.
The Bank is subject to examination by the Illinois Office of Banks and
Real Estate and the FDIC. The Company, as a savings and loan holding company, is
subject to examination by the Office of Thrift Supervision.
Since the time the Company went public, the Board of Directors has
continuously sought ways to maximize the Company's value. In August, a
stockholder suggested the Dutch Auction Tender Offer as a means of enhancing
stockholder value. In September, the Company sought advice from Sandler O'Neill
Partners, L.P. ("Sandler O'Neill"), an investment banking firm, and its legal
counsel concerning Dutch Auction Tender Offers generally and other possible
alternatives for enhancing stockholder value. Subsequently, the Board engaged
Sandler O'Neill to serve as Dealer Manager/Information Agent in connection with
this Offer to Purchase. Sandler O'Neill has been
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<PAGE>
familiar with the Company since it acted as investment banker during the
Company's mutual to stock conversion in 1996.
As part of its analysis of the Company's various alternatives for
improving stockholder value, Sandler O'Neill analyzed various alternatives and
presented them to the Board of Directors. The Board determined, based on its
discussions with Sandler O'Neill that enhancing stockholder value by
implementing the Offer to Purchase would be in the best interest of
stockholders.
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<PAGE>
Summary Unaudited Historical Consolidated Financial Data and
Summary Unaudited Pro Forma Consolidated Financial Data
The following summary unaudited historical consolidated financial data
has been derived from the consolidated financial statements of the Company. The
income statement data for the nine months ended September 30, 2000, and 1999 and
the balance sheet data as of September 30, 2000 have been derived from the
unaudited condensed consolidated financial statements of the Company which, in
the opinion of management, include all adjustments (consisting of normal
recurring adjustments) necessary for a fair presentation of financial position
and results of operations for such periods. Operating results for the nine
months ended September 30, 2000 are not necessarily indicative of the results
that may be expected for the entire year ending December 31, 2000.
<TABLE>
<CAPTION>
September 30, 2000
Historical --------------------------
September 30, $15.00 per $17.00 per
2000 Share Share
------------- ---------- ----------
<S> <C> <C> <C>
Balance Sheet Data:
ASSETS
Cash and cash equivalents................................... $9,221 $8,221 $8,221
Securities.................................................. 15,394 15,394 15,394
Loans receivable, net....................................... 283,358 283,358 283,358
Other assets................................................ 20,930 20,930 20,930
--------- --------- ---------
Total assets....................................... $328,903 $327,903 $327,903
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits.................................................... $216,170 $216,170 $216,170
Advances from FHLB.......................................... 69,320 69,320 69,320
Other liabilities........................................... 6,298 11,248 12,030
--------- --------- ---------
Total liabilities.................................. 291,788 296,738 297,520
--------- --------- ---------
Minority interest in real estate joint venture 1,798 1,798 1,798
--------- --------- ---------
Stockholders' equity........................................
Common stock and additional paid-in capital, net of
unearned ESOP and unearned stock awards................ 26,525 26,525 26,525
Treasury stock.............................................. (13,676) (19,626) (20,408)
Retained earnings........................................... 22,618 22,618 22,618
Accumulated other comprehensive income...................... (150) (150) (150)
--------- --------- ---------
Total stockholders' equity......................... 35,317 29,367 28,585
--------- --------- ---------
Total liabilities and stockholder's equity......... $328,903 $327,903 $327,903
========= ========= =========
Shares outstanding.......................................... 1,955,014 1,564,014 1,564,014
</TABLE>
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<TABLE>
<CAPTION>
Historical
Nine months ended Nine months ended
September 30 September 30, 2000
---------------------------- -------------------------
$15.00 per $17.00 per
1999 2000 Share Share
--------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Income Statement Data:
Total interest income............................ $15,899 $18,470 $18,425 $18,425
Total interest expense........................... 8,747 10,456 10,762 10,811
--------- --------- --------- ---------
Net interest income..................... 7,152 8,014 7,663 7,614
Provision for loan losses........................ 360 2,360 2,360 2,360
--------- --------- --------- ---------
Net interest income after provision for
loan losses............................. 6,792 5,654 5,303 5,254
--------- --------- --------- ---------
Total non-interest income........................ 1,097 3,546 3,546 3,546
Total non-interest expense....................... 6,305 6,349 6,349 6,349
--------- --------- --------- ---------
Income before income taxes.............. 1,584 2,851 2,500 2,451
Income taxes..................................... 614 1,107 971 952
--------- --------- --------- ---------
Net income.............................. $970 $1,744 $1,529 $1,499
========= ========= ========= =========
Selected Financial Ratios:
Earnings per share - basic....................... $0.49 $0.94 $1.05 $1.02
Earnings per share - diluted..................... $0.47 $0.91 $1.00 $0.98
Ratio of earnings to fixed charges............... N/A N/A 916.15% 791.16%
Return on average equity (5)..................... 3.63% 6.63% 6.98% 7.03%
Book value per share (1)......................... $16.80 $18.07 $18.78 $18.28
Weighted average shares
outstanding-basic....................... 1,987,483 1,853,991 1,462,991 1,462,991
Weighted average shares
outstanding-diluted..................... 2,079,260 1,918,184 1,527,184 1,527,184
</TABLE>
(1) Unearned ESOP shares and unearned stock award shares are considered to
be outstanding for book value per share purposes.
CITIZENS FIRST FINANCIAL CORP.
Notes to Unaudited Pro Forma Financial Information
(1) The pro forma financial information reflects the repurchase of 391,000
shares at $15.00 and $17.00 per share, as appropriate.
(2) The balance sheet data gives effect to the purchase of shares as of the
balance sheet date. The income statement data give effect to the
purchase of shares as of the beginning of each period presented.
(3) The funds used to purchase shares were obtained through additional
borrowings (included with other liabilities) and the withdrawal of
interest bearing deposits held in other financial institutions. The pro
forma data assumes a rate of interest of 8.25% on additional borrowings
and 6% on the interest bearing deposits and an incremental tax rate of
38.8%.
(4) The Company has estimated approximately $85,000 of costs to be incurred
in connection with the Offer to Purchase. Such costs are capitalized as
part of the cost of the shares purchased.
(5) The net income was annualized to compute return on average equity.
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<PAGE>
10. SOURCE AND AMOUNT OF FUNDS
Assuming that the Company purchases the maximum of 391,000 shares
pursuant to the Offer to Purchase at the highest price of $17.00 per share, the
total amount required by the Company to purchase such shares will be $6.6
million, exclusive of fees and other expenses. The Company will fund this
purchase through a withdrawal of approximately $1.0 million in investment
deposits at the Federal Home Loan Bank. The Company intends to finance the
remainder through a $6.0 million line of credit with LaSalle Bank, N.A. The
proposed credit line has an original maturity of 364 days, with interest payable
at either prime floating or LIBOR plus 150 basis points (at the Company's
option). Interest only payments are due quarterly or at the maturity of each
LIBOR contract, as the case may be. The line of credit will be secured by a
pledge of the stock of Citizens Savings Bank, the Company's bank subsidiary. The
Company contemplates that interest and principal payments on the line of credit
will be funded by dividends from Citizens Savings Bank. The Company has not
investigated any alternative financing plans but believes that a similar line of
credit could be obtained from another lender, if necessary. Approval of the line
of credit is conditioned upon satisfactory completion of customary due diligence
by LaSalle and approval of its loan committee.
11. INTEREST OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING SHARES
As of October 27, 2000, the Company had 1,955,014 shares issued and
outstanding (including shares allocated pursuant to the Company's Employee Stock
Ownership Plan), and had reserved 406,750 shares for issuance upon exercise of
outstanding stock options. The 391,000 shares that the Company is offering to
purchase represent approximately 20% of the outstanding shares. As of October
27, 2000, the Company's directors and executive officers as a group (9 persons)
beneficially owned an aggregate of 363,104 shares (including 120,416 shares
covered by currently exercisable options granted under the Company's Stock-Based
Incentive Plan) representing approximately 17.5% of the outstanding shares,
assuming the exercise by such persons of their currently exercisable options.
Directors, officers and employees of the Company who own shares may participate
in the Offer to Purchase on the same basis as the Company's other stockholders.
The Company has been advised that none of its directors or executive officers
intend to tender shares pursuant to the Offer to Purchase. As of October 27,
2000, 218,346 shares, or approximately 11.2% of the outstanding shares, were
held in the ESOP. The Company has been advised that the trustee of the ESOP does
not intend to tender any shares pursuant to the Offer to Purchase.
Assuming the Company purchases 391,000 shares pursuant to the Offer to
Purchase, and neither the trustee of the ESOP nor any of the directors or
executive officers of the Company tender any shares pursuant to the Offer to
Purchase, then after the purchase of shares pursuant to the Offer to Purchase,
the Company's executive officers and directors as a group would own beneficially
approximately 21.6% of the outstanding shares, assuming the exercise by such
persons of their currently exercisable options. In addition, the ESOP would own
approximately 14.0% of the outstanding shares.
Neither the Company, nor any subsidiary of the Company nor, to the best
of the Company's knowledge, any of the Company's directors and executive
officers, nor any affiliate of any of the foregoing, had any transactions
involving the shares during the 60 days prior to the date hereof.
Agreement to Sell Stock and Mutual Release with Lawrence B. Seidman and
Affiliates. The Company has entered into an Agreement to Sell Stock and Mutual
Release with Lawrence B. Seidman and Mr. Seidman's affiliates pursuant to which
Mr. Seidman and his affiliates have agreed to either (i) tender the shares of
the Company's common stock owned by either Mr. Seidman and/or his affiliates or
any portion thereof to the Company pursuant to the terms and conditions of the
Offer, or (ii) sell such shares (including any shares tendered in the Offer but
not accepted by the Company) into the open market, or (iii) otherwise dispose of
the shares, such that by December 31, 2000 no shares shall be owned by Seidman
or any of his affiliates. As of October 27, 2000, Seidman and his affiliates
owned 80,300 shares (or approximately 4.1%) of the Company's common stock. In
addition, the Company agreed to reimburse $50,000 to Mr. Seidman for expenses
incurred by him in connection with the Company's 2000 Annual Meeting of
Stockholders.
Except for outstanding options to purchase shares granted from to time
to time over recent years to certain directors and employees (including
executive officers) of the Company pursuant to the Company's Stock-Based
Incentive Plan, and except as otherwise described herein, neither the Company
nor, to the best of the Company's knowledge, any of its affiliates, directors or
executive officers, or any of the directors or executive officers of any of its
affiliates, is a party to any contract, arrangement, understanding or
relationship with any other person relating,
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<PAGE>
directly or indirectly, to the Offer to Purchase with respect to any securities
of the Company including, but not limited to, any contract, arrangement,
understanding or relationship concerning the transfer or the voting of any such
securities, joint ventures, loan or option arrangements, puts or calls,
guaranties of loans, guaranties against loss or the giving or withholding of
proxies, consents or authorizations.
Except as disclosed in this Offer to Purchase, the Company, its
directors and executive officers have no current plans or proposals which relate
to or would result in:
o the acquisition by any person of additional securities of the
Company or the disposition of securities of the Company;
o an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries;
o a purchase, sale or transfer of a material amount of assets of
the Company or any of its subsidiaries;
o any change in the present Board of Directors or management of
the Company;
o any material change in the present dividend rate or policy, or
indebtedness or capitalization of the Company;
o any other material change in the Company's corporate structure
or business;
o any change in the Company's Certificate of Incorporation or
Bylaws or any actions which may impede the acquisition of
control of the Company by any person;
o a class of equity security of the Company being delisted from
a national securities exchange or cease to be authorized to be
quoted on the Nasdaq National Market;
o a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or
o the suspension of the Company's obligation to file reports
pursuant to Section 15(d) of the Exchange Act.
12. EFFECTS OF THE OFFER TO PURCHASE ON THE MARKET FOR SHARES;
REGISTRATION UNDER THE EXCHANGE ACT
The Company's purchase of shares pursuant to the Offer to Purchase will
reduce the number of shares that might otherwise be traded publicly and will
reduce the number of stockholders. Nonetheless, the Company anticipates that
there will be a sufficient number of shares outstanding and publicly traded
following consummation of the Offer to Purchase to ensure a continued trading
market for the shares. Based upon published guidelines of the Nasdaq National
Market, the Company believes that following its purchase of shares pursuant to
the Offer to Purchase, the Company's remaining shares will continue to qualify
to be quoted on the Nasdaq National Market.
The shares are currently "margin securities" under the rules of the
Federal Reserve Board. This has the effect, among other things, of allowing
brokers to extend credit to their customers using such shares as collateral. The
Company believes that, following the purchase of shares pursuant to the Offer to
Purchase, the shares will continue to be "margin securities" for purposes of the
Federal Reserve Board's margin regulations.
The shares are registered under the Exchange Act, which requires, among
other things, that the Company furnish certain information to its stockholders
and the U.S. Securities and Exchange Commission (the "Commission") and comply
with the Commission's proxy rules in connection with meetings of the Company's
stockholders.
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<PAGE>
13. LEGAL MATTERS; REGULATORY APPROVALS
The Company is not aware of any license or regulatory permit that
appears to be material to the Company's business that might be adversely
affected by the Company's acquisition of shares as contemplated herein or of any
approval or other action by, or any filing with, any government or governmental,
administrative or regulatory authority or agency, domestic or foreign, that
would be required for the acquisition or ownership of shares by the Company as
contemplated herein. Should any such approval or other action be required, the
Company presently contemplates that such approval or other action will be
sought. The Company is unable to predict whether it may determine that it is
required to delay the acceptance for payment of or payment for shares tendered
pursuant to the Offer to Purchase pending the outcome of any such matter. There
can be no assurance that any such approval or other action, if needed, would be
obtained or would be obtained without substantial conditions or that the failure
to obtain any such approval or other action might not result in adverse
consequences to the Company's business. The Company's obligations under the
Offer to Purchase to accept for payment and pay for shares is subject to certain
conditions. See Section 6.
14. FEDERAL INCOME TAX CONSEQUENCES
General. The following is a discussion of the material United States
federal income tax consequences to stockholders with respect to a sale of shares
pursuant to the Offer to Purchase. The discussion is based upon the provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
regulations, Internal Revenue Service ("IRS") rulings and judicial decisions,
all in effect as of the date hereof and all of which are subject to change
(possibly with retroactive effect) by subsequent legislative, judicial or
administrative action. The discussion does not address all aspects of United
States federal income taxation that may be relevant to a particular stockholder
in light of the stockholder's particular circumstances or to certain types of
holders subject to special treatment under the United States federal income tax
laws (such as certain financial institutions, tax-exempt organizations, life
insurance companies, dealers in securities or currencies, employee benefit plans
or stockholders holding the shares as part of a conversion transaction, as part
of a hedge or hedging transaction, or as a position in a straddle for tax
purposes). In addition, the discussion below does not consider the effect of any
foreign, state, local or other tax laws that may be applicable to particular
stockholders. The discussion assumes that the shares are held as "capital
assets" within the meaning of Section 1221 of the Code. The Company has neither
requested nor obtained a written opinion of counsel or a ruling from the IRS
with respect to the tax matters discussed below.
Each stockholder should consult his or her own tax advisor as to the
particular United States federal income tax consequences to that stockholder
tendering shares pursuant to the Offer to Purchase and the applicability and
effect of any state, local or foreign tax laws and recent changes in applicable
tax laws.
Characterization of the Surrender of Shares Pursuant to the Offer to
Purchase. The surrender of shares by a stockholder to the Company pursuant to
the Offer to Purchase will be a taxable transaction for United States federal
income tax purposes and may also be a taxable transaction under applicable
state, local and foreign tax laws. The United States federal income tax
consequences to a stockholder may vary depending upon the stockholder's
particular facts and circumstances. Under Section 302 of the Code, the surrender
of shares by a stockholder to the Company pursuant to the Offer to Purchase will
be treated as a "sale or exchange" of such shares for United States federal
income tax purposes (rather than as a distribution by the Company with respect
to the shares held by the tendering stockholder) if the receipt of cash upon
surrender (i) is "substantially disproportionate" with respect to the
stockholder, (ii) results in a "complete redemption" of the stockholder's
interest in the Company, or (iii) is "not essentially equivalent to a dividend"
with respect to the stockholder (each as described below).
If any of the above three tests is satisfied, and the surrender of the
shares is therefore treated as a "sale or exchange" of such shares for United
States federal income tax purposes, the tendering stockholder will recognize
gain or loss equal to the difference between the amount of cash received by the
stockholder and the stockholder's tax basis in the shares surrendered pursuant
to the Offer to Purchase. Any such gain or loss will be capital gain or loss,
and will be long term capital gain or loss if the shares have been held for more
than one year.
If none of the above three tests is satisfied, the tendering
stockholder will be treated as having received a distribution by the Company
with respect to the stockholder's shares in an amount equal to the cash received
by the stockholder pursuant to the Offer to Purchase. The distribution will be
treated as a dividend taxable as ordinary income to the extent of the Company's
current or accumulated earnings and profits for tax purposes. The amount of
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the distribution in excess of the Company's current or accumulated earnings and
profits will be treated as a return of the stockholder's tax basis in the
shares, and then as gain from the sale or exchange of the shares. If a
stockholder is treated as having received a distribution by the Company with
respect to his or her shares, the stockholder's tax basis in his or her
remaining shares will generally be adjusted to take into account the
stockholder's return of basis in the shares tendered.
Constructive Ownership. In determining whether any of the three tests
under Section 302 of the Code is satisfied, stockholders must take into account
not only the shares that are actually owned by the stockholder, but also shares
that are constructively owned by the stockholder within the meaning of Section
318 of the Code. Under Section 318 of the Code, a stockholder may constructively
own shares actually owned, and in some cases constructively owned, by certain
related individuals or entities and shares that the stockholder has the right to
acquire by exercise of an option or by conversion.
Proration. Contemporaneous dispositions or acquisitions of shares by a
stockholder or related individuals or entities may be deemed to be part of a
single integrated transaction and may be taken into account in determining
whether any of the three tests under Section 302 of the Code has been satisfied.
Each stockholder should be aware that because proration may occur in the Offer
to Purchase, even if all the shares actually and constructively owned by a
stockholder are tendered pursuant to the Offer to Purchase, fewer than all of
these shares may be purchased by the Company. Thus, proration may affect whether
the surrender by a stockholder pursuant to the Offer to Purchase will meet any
of the three tests under Section 302 of the Code.
Section 302 Tests. Generally, the receipt of cash by a stockholder will
be "substantially disproportionate" if the percentage of the outstanding shares
in the Company actually and constructively owned by the stockholder immediately
following the surrender of shares pursuant to the Offer to Purchase is less than
80% of the percentage of the outstanding shares actually and constructively
owned by the stockholder immediately before the sale of shares pursuant to the
Offer to Purchase. Stockholders should consult their tax advisors with respect
to the application of the "substantially disproportionate" test to their
particular situation.
The receipt of cash by a stockholder will be a "complete redemption" if
either (i) the stockholder owns no shares in the Company either actually or
constructively immediately after the shares are surrendered pursuant to the
Offer to Purchase, or (ii) the stockholder actually owns no shares in the
Company immediately after the surrender of shares pursuant to the Offer to
Purchase and, with respect to shares constructively owned by the stockholder
immediately after the Offer to Purchase, the stockholder is eligible to waive
(and effectively waives) constructive ownership of all such shares under
procedures described in Section 302(c) of the Code. A director, officer or
employee of the Company is not eligible to waive constructive ownership under
the procedures described in Section 302(c) of the Code.
Even if the receipt of cash by a stockholder fails to satisfy the
"substantially disproportionate" test or the "complete redemption" test, a
stockholder may nevertheless satisfy the "not essentially equivalent to a
dividend" test if the stockholder's surrender of shares pursuant to the Offer to
Purchase results in a "meaningful reduction" in the stockholder's interest in
the Company. Whether the receipt of cash by a stockholder will be "not
essentially equivalent to a dividend" will depend upon the individual
stockholder's facts and circumstances. The IRS has indicated in published
rulings that even a small reduction in the proportionate interest of a small
minority stockholder in a publicly held corporation who exercises no control
over corporate affairs may constitute such a "meaningful reduction."
Stockholders expecting to rely upon the "not essentially equivalent to a
dividend" test should consult their own tax advisors as to its application in
their particular situation.
Corporate Stockholder Dividend Treatment. If a sale of shares by a
corporate stockholder is treated as a dividend, the corporate stockholder may be
entitled to claim a deduction equal to 70% or more of the dividend under Section
243 of the Code, subject to other applicable limitations. Corporate stockholders
should, however, consider the effect of Section 246(c) of the Code, which
disallows a dividends-received deduction with respect to stock that is held for
45 days or less. For this purpose, the length of time a taxpayer is deemed to
have held stock may be reduced by periods during which the taxpayer's risk of
loss with respect to the stock is diminished by reason of the existence of
certain options or other transactions. Moreover, under Section 246A of the Code,
if a corporate stockholder has incurred indebtedness directly attributable to an
investment in shares, the dividends-received deduction may be reduced.
In addition, amounts received by a corporate stockholder pursuant to
the Offer to Purchase that are treated as a dividend may constitute an
"extraordinary
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dividend" under Section 1059 of the Code. The "extraordinary dividend" rules of
the Code are highly complicated. Accordingly, any corporate shareholder that
might have a dividend as a result of the sale of shares pursuant to the Offer to
Purchase should review the "extraordinary dividend" rules to determine the
applicability and impact of such rules to it.
Additional Tax Considerations. The distinction between long-term
capital gains and ordinary income is relevant because, in general, individuals
currently are subject to taxation at a reduced rate on their "net capital gain"
(i.e., the excess of net long-term capital gains over net short-term capital
losses) for the year. Tax rates on long-term capital gain for individual
shareholders vary depending on the shareholders' income and holding period for
the shares. In particular, reduced tax rates apply to gains recognized by an
individual from the sale of capital assets held for more than one year
(currently 20 percent or less).
STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING ANY
POSSIBLE IMPACT ON THEIR OBLIGATION TO MAKE ESTIMATED TAX PAYMENTS AS A RESULT
OF THE RECOGNITION OF ANY CAPITAL GAIN (OR THE RECEIPT OF ANY ORDINARY INCOME)
CAUSED BY THE SURRENDER OF ANY SHARES TO THE COMPANY PURSUANT TO THE OFFER TO
PURCHASE.
Foreign Stockholders. The Company will withhold United States federal
income tax at a rate of 30% from gross proceeds paid pursuant to the Offer to
Purchase to a foreign stockholder or his agent, unless the Company determines
that a reduced rate of withholding is applicable pursuant to a tax treaty or
that an exemption from withholding is applicable because such gross proceeds are
effectively connected with the conduct of a trade or business by the foreign
stockholder within the United States. For this purpose, a foreign stockholder is
any stockholder that is not (i) a citizen or resident of the United States, (ii)
a domestic corporation or domestic partnership, (iii) an estate the income of
which from sources without the United States is effectively connected with the
conduct of a trade or business within the United States, or (iv) a trust if a
court within the United States is able to exercise primary supervision over the
administration of the trust, and one or more United States persons have the
authority to control all substantial decisions of the trust. Without definite
knowledge to the contrary, the Company will determine whether a stockholder is a
foreign stockholder by reference to the stockholder's address. A foreign
stockholder may be eligible to file for a refund of such tax or a portion of
such tax if such stockholder (i) meets the "complete redemption," "substantially
disproportionate" or "not essentially equivalent to a dividend" tests described
above, (ii) is entitled to a reduced rate of withholding pursuant to a treaty
and the Company withheld at a higher rate, or (iii) is otherwise able to
establish that no tax or a reduced amount of tax was due. In order to claim an
exemption from withholding on the ground that gross proceeds paid pursuant to
the Offer to Purchase are effectively connected with the conduct of a trade or
business by a foreign stockholder within the United States or that the foreign
stockholder is entitled to the benefits of a tax treaty, the foreign stockholder
must deliver to the Depositary (or other person who is otherwise required to
withhold United States tax) a properly executed statement claiming such
exemption or benefits. Such statements may be obtained from the Depositary.
Foreign stockholders are urged to consult their own tax advisors regarding the
application of United States federal income tax withholding, including
eligibility for a withholding tax reduction or exemption and the refund
procedures.
Backup Withholding. See Section 3 with respect to the application of
the United States federal income tax backup withholding.
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION
ONLY AND MAY NOT APPLY TO SHARES ACQUIRED IN CONNECTION WITH THE EXERCISE OF
STOCK OPTIONS OR PURSUANT TO OTHER COMPENSATION ARRANGEMENTS WITH THE COMPANY.
THE TAX CONSEQUENCES OF A SALE PURSUANT TO THE OFFER TO PURCHASE MAY VARY
DEPENDING UPON, AMONG OTHER THINGS, THE PARTICULAR CIRCUMSTANCES OF THE
TENDERING STOCKHOLDER. NO INFORMATION IS PROVIDED HEREIN TO THE STATE, LOCAL OR
FOREIGN TAX CONSEQUENCES OF THE TRANSACTION CONTEMPLATED BY THE OFFER TO
PURCHASE. STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE
THE PARTICULAR FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES TO THEM OF
TENDERING SHARES PURSUANT TO THE OFFER TO PURCHASE AND THE EFFECT OF THE STOCK
OWNERSHIP ATTRIBUTION RULES DESCRIBED ABOVE.
15. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS
The Company expressly reserves the right, in its sole discretion and at
any time or from time to time, to extend the period of time during which the
Offer to Purchase is open by giving oral or written notice of such
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extension to the Depositary and making a public announcement thereof. There can
be no assurance, however, that the Company will exercise its right to extend the
Offer to Purchase. During any such extension, all shares previously tendered
will remain subject to the Offer to Purchase, except to the extent that such
shares may be withdrawn as set forth in Section 4. The Company also expressly
reserves the right, in its sole discretion, (i) to terminate the Offer to
Purchase and not accept for payment any shares not previously accepted for
payment or, subject to Rule 13e-4(f)(5) under the Exchange Act which requires
the Company either to pay the consideration offered or to return the shares
tendered promptly after the termination or withdrawal of the Offer to Purchase,
to postpone payment for shares upon the occurrence of any of the conditions
specified in Section 6 hereof, by giving oral or written notice of such
termination to the Depositary and making a public announcement thereof and (ii)
at any time, or from time to time, to amend the Offer to Purchase in any
respect. Amendments to the Offer to Purchase may be effected by public
announcement. Without limiting the manner in which the Company may choose to
make public announcement of any extension, termination or amendment, the Company
shall have no obligation (except as otherwise required by applicable law) to
publish, advertise or otherwise communicate any such public announcement, other
than by making a release to the Dow Jones News Service, except in the case of an
announcement of an extension of the Offer to Purchase, in which case the Company
shall have no obligation to publish, advertise or otherwise communicate such
announcement other than by issuing a notice of such extension by press release
or other public announcement, which notice shall be issued no later than 9:00
a.m., New York City time, on the next business day after the previously
scheduled Expiration Date. Material changes to information previously provided
to holders of the shares in this Offer to Purchase or in documents furnished
subsequent thereto will be disseminated to holders of shares in compliance with
Rule 13e-4(e)(3) promulgated by the Commission under the Exchange Act.
If the Company materially changes the terms of the Offer to Purchase or
the information concerning the Offer to Purchase, or if it waives a material
condition of the Offer to Purchase, the Company will extend the Offer to
Purchase to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the
Exchange Act. Those rules require that the minimum period during which an offer
must remain open following material changes in the terms of the offer or
information concerning the offer (other than a change in price, change in
dealer's soliciting fee or change in percentage of securities sought) will
depend on the facts and circumstances, including the relative materiality of
such terms or information. In a published release, the Commission has stated
that in its view, an offer should remain open for a minimum of five business
days from the date that notice of such a material change is first published,
sent or given. The Offer to Purchase will continue or be extended for at least
ten business days from the time the Company publishes, sends or gives to holders
of shares a notice that it will (a) increase or decrease the price it will pay
for shares or the amount of the Information Agents/Dealer Manager's soliciting
fee or (b) increase (except for an increase not exceeding 2% of the outstanding
shares) or decrease the number of shares it seeks.
16. SOLICITATION FEES AND EXPENSES
Sandler O'Neill & Partners, L.P., will act as the Dealer Manager and
Information Agent for the Company in connection with the Offer to Purchase.
Sandler O'Neill, as Information Agent, may contact stockholders by mail,
telephone, facsimile, telex, telegraph, other electronic means and personal
interviews, and may request brokers, dealers and other nominee stockholders to
forward materials relating to the Offer to Purchase to beneficial owners. The
Company has agreed to pay Sandler O'Neill an advisory fee of $10,000 and, upon
acceptance for and payment of shares pursuant to the Offer to Purchase, a total
of $.06 per share purchased by the Company pursuant to the Offer to Purchase.
Sandler O'Neill will also be reimbursed for certain out-of-pocket expenses.
Sandler O'Neill will also be indemnified against certain liabilities, including
liabilities under the federal securities laws, in connection with the Offer to
Purchase.
Sandler O'Neill has rendered, is currently rendering and may continue
to render various investment banking and other advisory services to the Company.
It has received, and may continue to receive, customary compensation from the
Company for such services.
The Company has retained Registrar and Transfer Company as Depositary
in connection with the Offer to Purchase. The Depositary will receive reasonable
and customary compensation for its services and will also be reimbursed for
certain out-of-pocket expenses. The Company has agreed to indemnify the
Depositary against certain liabilities, including certain liabilities under the
federal securities laws, in connection with the Offer to Purchase. Neither the
Information Agent nor the Depositary has been retained to make solicitations or
recommendations in connection with the Offer to Purchase.
The Company will not pay any fees or commissions to any broker, dealer
or other person for soliciting tenders of shares pursuant to the Offer to
Purchase (other than the fee of the Dealer Manager). The Company will,
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upon request, reimburse brokers, dealers, commercial banks and trust companies
for reasonable and customary handling and mailing expenses incurred by them in
forwarding materials relating to the Offer to Purchase to their customers.
17. WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy statements and
other information with the Commission relating to its business, financial
condition and other matters. Certain information as of particular dates
concerning the Company's directors and officers, their remuneration, options
granted to them, the principal holders of the Company's securities and any
material interest of such persons in transactions with the Company is filed with
the Commission. Our filings with the Commission are available to the public over
the Internet at the Commission's website at http://www.sec.gov. The Company has
also filed an Issuer Tender Offer Statement on Schedule T0 with the Commission,
which includes certain additional information relating to the Offer to Purchase.
Such reports, as well as such other material, may be inspected and copies may be
obtained at the Commission's public reference facilities at 450 Fifth Street,
N.W., Washington, D.C., and should also be available for inspection and copying
at the regional offices of the Commission located at 7 World Trade Center, 13th
Floor, New York, New York 10048, and Suite 1400, Citicorp Center, 500 West
Madison Street, Chicago, Illinois 60661. Copies of such material may be obtained
by mail, upon payment of the Commission's customary fees, from the Commission's
Public Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Company's Schedule T0 may not be available at the Commission's regional offices.
Please call the Commission oat 1-800-SEC-0330 for further information on the
public reference rooms.
The Offer to Purchase is being made to all holders of shares. The
Company is not aware of any state where the making of the Offer to Purchase is
prohibited by administrative or judicial action pursuant to a valid state
statute. If the Company becomes aware of any valid state statute prohibiting the
making of the Offer to Purchase, the Company will make a good faith effort to
comply with such statute. If, after such good faith effort, the Company cannot
comply with such statute, the Offer to Purchase will not be made to, nor will
tenders be accepted from or on behalf of, holders of shares in such state. In
those jurisdictions whose securities, blue sky or other laws require the Offer
to Purchase to be made by a licensed broker or dealer, the Offer to Purchase
shall be deemed to be made on behalf of the Company by the Dealer
Manager/Information Agent or one or more registered brokers or dealers licensed
under the laws of such jurisdictions.
CITIZENS FIRST FINANCIAL CORP.
October 31, 2000
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Facsimile copies of the Letter of Transmittal will be accepted. The
Letter of Transmittal and certificates for the Shares and any other required
documents should be sent or delivered by each shareholder or his broker, dealer,
commercial bank, trust company or other nominee to the Depositary at the address
set forth below:
The Depositary for the Offer to Purchase is:
REGISTRAR AND TRANSFER COMPANY
<TABLE>
<CAPTION>
By Mail or By Facsimile By Hand Only:
By Overnight Courier (212) 587-3006
<S> <C> <C>
10 Commerce Drive (For Eligible c/o the Depository Trust Co.
Cranford, New Jersey 07016 Institutions Only) Transfer Agent Drop
Attention: Reorganization Department 55 Water Street, 1st Floor
New York New York 10041-0099
Attention: Reorganization Department
</TABLE>
Any questions concerning tender procedures may be directed to the Depositary at
(800) 368-5948.
Any questions concerning tender procedures or requests for additional
copies of this Offer to Purchase, the Letter of Transmittal or other tender
offer materials may be directed to the Dealer Manager/Information Agent.
The Dealer Manager and Information Agent for the Offer to Purchase is:
Sandler O'Neill
2 World Trade Center
104th Floor
New York, NY 10048
Telephone: (800) 635-6860
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