<PAGE>
As filed with the Securities and Exchange Commission on October 31, 2000.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO SCHEDULE TO
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
CITIZENS FIRST FINANCIAL CORP.
------------------------------
Name of Subject Company (issuer)
CITIZENS FIRST FINANCIAL CORP.
------------------------------
Names of Filing Persons (identifying status as offeror, issuer or other person)
Commons Stock, $0.01 Par Value Per Share
----------------------------------------
Title of Class of Securities
174623-10-8
-----------
CUSIP Number of Class of Securities
Copies to:
----------
C. William Landefeld Howard & Howard Attorneys, P.C.
Citizens First Financial Corp. Theodore L. Eissfeldt
2101 North Veterans Parkway Timothy E. Kraepel
Bloomington, Illinois 61704 One Technology Plaza Suite 600
(309) 661-8700 211 Fulton Street
Peoria, Illinois 61602-1350
(309) 672-1483
(Name, address, and telephone numbers of person authorized to
receive notices and communications on behalf of filing persons)
October 31, 2000
Date Tender Offer First Published, Sent or Given to Security Holders
CALCULATION OF FILING FEE
--------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
$6,647,000 $1,755
--------------------------------------------------------------------------
* Calculated solely for the purpose of determining the filing fee, based
upon the purchase of 391,000 shares at the maximum tender offer price of
$17.00 per share.
[x] Check the box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $1,755
---------------------------
Form or Registration No.: Schedule TO
---------------------------
Filing Party: Citizens First Financial Corp.
----------------------------------------
Date Filed: October 31, 2000
----------------------------------------
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[_] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
<PAGE>
Item 12. Exhibits.
(a)(1) Form of Offer to Purchase, dated October 31, 2000. (Previously
filed).
(a)(2) Form of Letter of Transmittal (including Certification of
Taxpayer Identification Number on Form W-9). (Previously
filed).
(a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees; form of Letter to Clients for Use
by Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees (including the Instruction Form). (Previously
filed).
(a)(4) Form of Letter to Stockholders of the Company, dated October
31, 2000, from C. William Landefeld, Chairman and Chief
Executive Officer of the Company. (Previously filed).
(a)(5) Form of Memorandum, dated October 31, 2000, to the Company's
employees. (Previously filed).
(a)(6) Form of Question and Answer Brochure. (Previously filed).
(a)(7) Press Release issued by the Company, dated October 31, 2000
(incorporated by reference from the Current Report on Form 8-K
filed by the Company on October 31, 2000).
(a)(8) Text of Press Announcement to be published in local and
regional newspapers on or after October 31, 2000. (Previously
filed).
(a)(9) Form of Instruction Sheet. (Previously filed).
(a)(10) Form of Notice of Guaranteed Delivery. (Previously filed).
(b) Business Loan Agreement by and between the Company and LaSalle
Bank, National Association dated November 6, 2000. (Filed
herewith).
(d) Agreement to Sell Stock and Mutual Release by and among the
Company and Lawrence B. Seidman (including his affiliates)
dated as of October 27, 2000 (incorporated by reference from
the Current Report on Form 8-K filed by the Company on October
31, 2000).
(g) Not applicable.
(h) Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.
November 28, 2000 CITIZENS FIRST FINANCIAL CORP.
By: /s/C. William Landefeld
---------------------------------------
C. William Landefeld
President and Chief Executive Officer