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Exhibit 12.A3
SANDLER O'NEILL & PARTNERS, L.P.
2 WORLD TRADE CENTER
104TH FLOOR
NEW YORK, NEW YORK 10048
TOLL FREE (800) 635-6860
CITIZENS FIRST FINANCIAL CORP.
OFFER TO PURCHASE FOR CASH UP TO
391,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT LESS THAN $15.00
NOR IN EXCESS OF $17.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT
5:00 P.M., EASTERN TIME, ON DECEMBER 1, 2000
UNLESS THE OFFER IS EXTENDED.
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Citizens First Financial Corp., a Delaware corporation ("Company"), has
appointed us to act as Dealer Manager/Information Agent in connection with its
offer to purchase for cash up to 391,000 shares of its Common Stock, $0.01 par
value per share ("Shares"), at prices not less than $15.00 nor in excess of
$17.00 per share, specified by shareholders tendering their Shares, upon the
terms and subject to the conditions set forth in the Company's Offer to
Purchase, dated October 31, 2000, and in the related Letter of Transmittal
(which together constitute the "Offer").
The Company will determine the single per Share price, not less than
$15.00 nor in excess of $17.00 per Share, net to the seller in cash ("Purchase
Price"), that it will pay for Shares validly tendered pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified by
tendering shareholders. The Company will select the Purchase Price that will
allow it to buy 391,000 shares (or such lesser number of Shares as are properly
tendered at prices not less than $15.00 nor in excess of $17.00 per Share). All
Shares validly tendered at prices at or below the Purchase Price and not
withdrawn on or prior to the Expiration Date (as defined in Section 1 of the
Offer to Purchase) will be purchased at the Purchase Price, subject to the terms
and conditions of the Offer, including the proration provisions. See Section 1
of the Offer to Purchase.
Upon the terms and subject to the conditions of the Offer, if, at the
expiration of the Offer, more than 391,000 shares are validly tendered at or
below the Purchase Price and not withdrawn, the Company will buy Shares (i) from
shareholders who owned beneficially as of the close of business on October 24,
2000, and continue to own beneficially as of the Expiration Date, an aggregate
of fewer than 100 Shares who properly tender all their Shares at or below the
Purchase Price, and (ii) then, on a pro rata basis, from all other shareholders
who properly tender their Shares at prices at or below the Purchase Price (and
do not withdraw them prior to the expiration of the Offer). See Sections 1 and 2
of the Offer to Purchase. All Shares not purchased pursuant to the Offer,
including Shares tendered at prices greater than the Purchase Price and Shares
not purchased because of proration will be returned to the tendering
shareholders at the Company's expense as promptly as practicable following the
Expiration Date.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED PURSUANT TO THE OFFER. SEE SECTION 6 OF THE OFFER TO PURCHASE.
No fees or commissions will be payable to brokers, dealers or any
person for soliciting tenders of Shares pursuant to the Offer other than fees
paid to the Dealer Manager/Information Agent as described in the Offer to
Purchase. The Company will, upon request, reimburse brokers and banks for
reasonable and customary handling and mailing expenses incurred by them in
forwarding materials relating to the Offer to their customers. The Company will
pay all stock transfer taxes applicable to its purchase of Shares pursuant to
the Offer, subject to Instruction 7 of the Letter of Transmittal.
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No broker, dealer, bank, trust company or fiduciary shall be deemed to
be an agent of the Company, including Sandler O'Neill & Partners, L.P. as
"Dealer Manager/Information Agent," and Registrar and Transfer Company as
"Depositary," for purposes of the Offer.
For your information and for forwarding to your clients for whom you
hold Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. Offer to Purchase, dated October 31, 2000;
2. Letter to Clients which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the
name of your nominee, with space provided for obtaining such
clients' instructions with regard to the Offer.;
3. The Notice of Guaranteed Delivery to be used to accept the
Offer if shares and all other required documents cannot be
delivered to the Depositary by the Expiration Date;
4. Letter, dated October 31, 2000 from C. William Landefeld,
President and Chief Executive Officer of the Company, to
shareholders of the Company;
5. Letter of Transmittal for your use and for the information of
your clients (together with substitute Form W-9); and
6. A return envelope addressed to Registrar and Transfer Company,
as Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER,
PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME,
ON DECEMBER 1, 2000, UNLESS THE OFFER IS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal and any other required documents should be sent
to the Depositary with either certificate(s) representing the tendered Shares or
confirmation of their book-entry transfer, all in accordance with the
instructions set forth in the Letter of Transmittal and the Offer to Purchase.
Any inquiries you may have with respect to the Offer should be
addressed to the Depositary or the Dealer Manager/Information Agent at their
respective addresses and telephone numbers set forth on the back cover page of
the Offer to Purchase.
Additional copies of the enclosed material may be obtained from the
Dealer Manager/Information Agent by calling, toll free: (800) 635-6860.
Very truly yours,
SANDLER O'NEILL & PARTNERS, L.P.
Enclosures
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR ANY OF ITS AFFILIATES, THE
DEALER MANAGER/INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM
IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE
STATEMENTS CONTAINED THEREIN.
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CITIZENS FIRST FINANCIAL CORP.
OFFER TO PURCHASE FOR CASH UP TO 391,000 SHARES OF ITS
COMMON STOCK AT A PURCHASE PRICE NOT LESS THAN $15.00 NOR IN
EXCESS OF $17.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
EASTERN TIME, ON DECEMBER 1, 2000, UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated
October 31, 2000, and the related Letter of Transmittal (which together
constitute the "Offer") in connection with the Offer by Citizens First Financial
Corp., a Delaware corporation ("Company"), to purchase up to 391,000 Shares of
its Common Stock, $0.01 par value per share ("Shares"), at prices not less than
$15.00 nor in excess of $17.00 per Share, as specified by tendering
shareholders, upon the terms and subject to the conditions set forth in the
Offer.
The Company will determine the single per Share price, not less than
$15.00 nor in excess of $17.00 per Share, net to the seller in cash ("Purchase
Price"), that it will pay for Shares validly tendered pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified by
tendering shareholders. The Company will select the Purchase Price that will
allow it to buy 391,000 Shares (or such lesser number of Shares as are validly
tendered at prices not less than $15.00 nor in excess of $17.00 per Share). All
Shares properly tendered at prices at or below the Purchase Price and not
withdrawn on or prior to the Expiration Date (as defined in Section 1 of the
Offer to Purchase) will be purchased at the Purchase Price, subject to the terms
and conditions of the Offer, including the proration provisions. See Section 1
of the Offer to Purchase.
Upon the terms and subject to the conditions of the Offer, if, at the
expiration of the Offer, more that 391,000 Shares are validly tendered at or
below the Purchase Price and not withdrawn, the Company will buy Shares (i) from
shareholders who owned beneficially as of the close of business on October 24,
2000, and continue to own beneficially as of the Expiration Date an aggregate of
fewer than 100 Shares who properly tender all their shares at prices at or below
the Purchase Price, and (ii) then, on a pro rata basis, from all other
shareholders who properly tender at or below the Purchase Price (and do not
withdraw them prior to the expiration of the Offer). See Sections 1 and 2 of the
Offer to Purchase. All Shares not purchased pursuant to the Offer, including
Shares tendered at prices greater than the Purchase Price and Shares not
purchased because of proration will be returned to the tendering shareholders at
the Company's expense as promptly as practicable following the Expiration Date.
We are the owner of record of Shares held for your account. As such, we
are the only ones who can tender your Shares, and then only pursuant to your
instructions. We are sending you the Letter of Transmittal for your information
only; you cannot use it to tender Shares we hold for your account.
Please instruct us as to whether you wish us to tender any or all of
the Shares we hold for your account on the terms and subject to the conditions
of the Offer.
We call your attention to the following:
1. You may tender all or a portion of your Shares at prices not
less than $15.00 nor in excess of $17.00 per Share as
indicated in the attached Instruction Form, net to you in
cash. If you do not wish to specify a Purchase Price you may
indicate that you have tendered your Shares at the Purchase
Price (not less than $15.00 nor in excess of $17.00 per Share)
as determined by the Company in accordance with the terms of
the Offer.
2. The Offer is not conditioned on any minimum number of Shares
being tendered pursuant to the Offer.
3. The Offer, proration period and withdrawal rights will expire
at 5:00 p.m., Eastern Time, on December 1, 2000, unless the
Company extends the Offer.
4. The Offer is for 391,000 shares, constituting approximately
20% of the Shares outstanding as of October 27, 2000.
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5. Tendering shareholders will not be obligated to pay any stock
transfer taxes on the Company's purchase of Shares pursuant to
the Offer, subject to Instruction 7 of the Letter of
Transmittal.
6. If you beneficially held, as of the close of business on
October 24, 2000, an aggregate of fewer than 100 shares and
you continue to beneficially own as of the Expiration Date an
aggregate of fewer than 100 Shares, and you instruct us to
tender on your behalf all such Shares at or below the Purchase
Price before the Expiration Date (as defined in the Offer to
Purchase) and complete the box captioned "Odd Lots" in the
attached Instruction form, the Company, upon the terms and
subject to the conditions of the Offer, will accept all such
Shares for purchase before proration, if any, of the purchase
of other Shares validly tendered at or below the Purchase
Price.
7. If you wish to tender portions of your Shares at different
prices, you must complete a separate Instruction Form for each
price at which you wish to tender each such portion of your
Shares. We must submit separate Letters of Transmittal on your
behalf for each price you will accept.
If you wish to have us tender any or all of your Shares,
please so instruct us by completing, executing, detaching and returning
to us the attached Instruction Form. An envelope to return your
Instruction Form to us is enclosed. If you authorize us to tender your
Shares, we will tender all such Shares unless you specify otherwise on
the attached Instruction Form.
YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME
TO PERMIT US TO SUBMIT TENDER ON YOUR BEHALF ON OR BEFORE THE
EXPIRATION DATE OF THE OFFER. THE OFFER, PRORATION PERIOD AND
WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN TIME, ON DECEMBER 1,
2000, UNLESS THE COMPANY EXTENDS THE OFFER.
As described in Section 1 of the Offer to Purchase, if more
than 391,000 Shares have been validly tendered at prices at or below
the Purchase Price and not withdrawn on or prior to the Expiration Date
(as defined in the Offer to Purchase), the Company will purchase
properly tendered Shares on the basis set forth below:
(a) first, all Shares validly tendered and not withdrawn
on or prior to the Expiration Date by or on behalf of
any shareholder 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 who:
(1) validly tenders all of such Shares at a
price at or below the Purchase Price
(partial tenders will not qualify for this
preference); and
(2) completes the box captioned "Odd Lots" on
the Letter of Transmittal; and
(b) second, after purchase of all of the foregoing
Shares, then 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
(with appropriate adjustments to avoid purchases of
fractional Shares) as described in Section 1 of the
Offer to Purchase.
The Offer is being made to all holders of Shares. The Company
is not aware of any jurisdiction where the making of the Offer is not
in compliance with applicable law. If the Company becomes aware of any
jurisdiction where the making of the Offer is not in compliance with
any valid applicable law, the Company will make a good faith effort to
comply with such law. If, after such good faith effort, the Company
cannot comply with such law, the Offer will not be made to, nor will
tenders be accepted from or on behalf of, holders of Shares residing in
such jurisdiction. In any jurisdiction the securities or blue sky laws
of which require the Offer to be made by a licensed broker or dealer,
the Offer is being made on the Company's behalf by the Dealer
Manager/Information Agent or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
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INSTRUCTION FORM
FOR SHARES HELD BY BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES
INSTRUCTIONS FOR TENDER OF SHARES
OF CITIZENS FIRST FINANCIAL CORP.
Please tender to Citizens First Financial Corp. ("Company"), on (our)
(my) behalf, the number of Shares indicated below, which are beneficially owned
by (us) (me) and registered in your name, upon terms and subject to the
conditions contained in the Offer to Purchase of the Company dated October 31,
2000, and the related Letter of Transmittal, the receipt of both of which is
acknowledged.
The undersigned hereby instruct(s) you to tender to the Company the
number of Shares indicated below, at the price per Share indicated below,
pursuant to the terms and subject to the conditions of the Offer.
Aggregate number of Shares to be tendered by you for us: ______________ Shares.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
(SEE INSTRUCTION 5 ON THE LETTER OF TRANSMITTAL)
By checking one of the price boxes below, the undersigned understands
that none of my Shares will be purchased if the Purchase Price is less than the
price checked. If you do not wish to specify a purchase price, check the
following box, in which case you will be deemed to have tendered at the Purchase
Price determined by the Company in accordance with the terms of the Offer
(persons checking this box need not indicate the price per Share below).
Price (in dollars) per Share at which Shares are being tendered (See
Instruction 5 on the Letter of Transmittal):
[_] $15.00 [_] $15.50 [_] $16.00 [_] $16.50 [_] $17.00
ODD LOTS
(SEE INSTRUCTION 9 ON THE LETTER OF TRANSMITTAL)
[_] Check here ONLY if I was the beneficial owner as of the close
of business on October 24, 2000, and continue to be the
beneficial owner as of the Expiration Date, of an aggregate of
fewer than 100 Shares, all of which are being tendered.
[_] The Odd Lot Shares are being tendered at the price per Share
indicated above in the box entitled "Price (In Dollars) Per
Share At Which Shares Are Being Tendered."
OR
[_] By checking this box INSTEAD OF ONE OF THE PRICE PURCHASE
BOXES ABOVE, I hereby tender Shares and I am willing to accept
the Purchase Price deemed by the Company in accordance with
the terms of the Offer. This action will result in my
receiving a price per Share as low as $15.00 or as high as
$17.00.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF
THE TENDERING SHAREHOLDER. 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 DELIVERY.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE
OFFER. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS, HOWEVER, MAKES ANY
RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES.
EACH SHAREHOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER
SHARES AND, IF SO, HOW MANY TO TENDER AND AT WHAT PRICE. EMPLOYEES, OFFICERS AND
DIRECTORS OF THE COMPANY MAY PARTICIPATE IN THE OFFER ON THE SAME BASIS AS THE
COMPANY'S OTHER SHAREHOLDERS.
Signature(s):_________________________________________________________________
_________________________________________________________________
Address: (Including Zip Code)
Names:_________________________________________________________________
_________________________________________________________________
(Please Print) (Please Print)
_________________________________________________________________
Area Code and Telephone Number
Date:__________________________________________________________ , 2000
_________________________________________________________________
(Employer Identification or Social Security Number)
IMPORTANT: SHAREHOLDERS ARE ENCOURAGED TO RETURN A COMPLETED FORM W-9
WITH THEIR INSTRUCTION FORM.
