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EXHIBIT 99.2
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AGREEMENT TO SELL STOCK AND MUTUAL RELEASE
THIS AGREEMENT TO SELL STOCK AND MUTUAL RELEASE ("Agreement"), dated as of
October 27, 2000, by and among Citizen First Financial Corp., a Delaware
corporation (the "Company") and Lawrence B. Seidman, an individual ("Seidman")
and his Affiliates (as defined below). Seidman's Affiliates are collectively
referred to herein as the "Seidman Affiliates."
R E C I T A L S
---------------
Whereas, the Company and Seidman have engaged in certain discussions
concerning various alternative means by which the Company can increase
stockholder value for the benefit of all of the Company's stockholders; and
Whereas, the Company intends to adopt one or more of the various
alternatives, including, but not limited to, the Dutch Auction Tender Offer
referred to herein; and
Whereas, the parties agree that, in light of the foregoing, the interests
of the Company and its stockholders would be served by the avoidance of the
substantial expense and disruption occasioned by the continuation of dissident
stockholder activities by Seidman and the Seidman Affiliates; and
Whereas, Seidman and Seidman Affiliates own 80,300 shares of the $0.01 par
value Common Stock of the Company (the "Shares"), which is approximately 4.1% of
the issued and outstanding shares of Common Stock of the Company, as set forth
on Exhibit A attached hereto; and
Whereas, the Seidman Affiliates have proposed to sell the Shares in
accordance with the terms of this Agreement; and
Whereas, the Board of Directors of the Company, in consultation with legal
and financial advisors, has unanimously determined that the actions to be taken
by the Company described herein are in the best interests of the Company and its
stockholders;
NOW, THEREFORE, the Company, Seidman and the Seidman Affiliates in
consideration of the agreements, covenants and conditions set forth herein,
agree as follows:
ARTICLE 1.
TENDER AND/OR SALE OF SHARES
1.1 TENDER AND/OR SALE OF SHARES BY SEIDMAN AFFILIATES. The Seidman
Affiliates shall, at its option, EITHER (i) tender the Shares or any portion
thereof to the
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Company pursuant to the terms and conditions of the modified Dutch Auction
Tender Offer made by the Company commencing on or around October 31, 2000 (the
"Dutch Auction"), OR (ii) sell the Shares (including any Shares tendered in the
Dutch Auction 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 Seidman Affiliate (including any Affiliate thereof).
1.2 DUTCH AUCTION TENDER OFFER. The Company agrees to conduct the Dutch
Auction to purchase in the aggregate 391,000 shares of Company common stock at a
price not less than $15.00 nor in excess of $17.00 per share in accordance with
the terms described in the Company's Schedule TO as filed with the SEC pursuant
to Rule 13e-4 under the 1934 Act.
ARTICLE 2.
REPRESENTATIONS AND WARRANTIES
OF SEIDMAN AND SEIDMAN AFFILIATES
Seidman and the Seidman Affiliates represent and warrant to the Company as
follows:
2.1 OWNERSHIP AND DELIVERY OF SHARES. The Seidman Affiliates are the lawful
owners of record of the Shares and the Shares being transferred by the Seidman
Affiliates are owned by such entities, free and clear of any and all pledges,
security interests, liens, charges, encumbrances or adverse claims. There are no
outstanding options, warrants, calls, subscriptions, agreements or commitments
of any character affecting the Shares except as to which the Company is a party.
None of the Seidman Affiliates is a party to any voting trust, proxy or other
agreement or understanding with respect to the voting of the Shares.
2.2 AUTHORIZATION OF TRANSACTION. Each of the persons signing this
Agreement on behalf of the Seidman Affiliates has full power and authority to
execute and deliver this Agreement and to perform his or her obligations
hereunder. This Agreement has been duly and validly authorized, executed and
delivered by each of the Seidman Affiliates and constitutes the valid and
legally binding obligation of such Person, enforceable against it in accordance
with the terms and conditions hereof. None of the Seidman Affiliates is required
to give any notice to, make any filing with, or obtain any authorization,
consent, or approval of its stockholders, partner, or members (as the case may
be) or of any government or governmental agency or any stock exchange in order
to consummate the transactions contemplated by this Agreement.
2.3 NONCONTRAVENTION. Neither the execution and the delivery by such
Seidman Affiliate of this Agreement, nor the consummation by such entity of the
transactions contemplated hereby, will (A) violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge or other
restriction of any government, governmental agency, or court to which it is
subject, or (B) conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other arrangement to which
it is a party or by which it is bound or to which any of its assets are subject.
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2.4 LITIGATION. Neither Seidman nor any Seidman Affiliate has any knowledge
(as defined below) of any action, suit, proceeding, hearing, or investigation
of, in or before any court or quasi- judicial or administrative agency of any
federal, state, local, or foreign jurisdiction or before any arbitrator
involving the Shares, his or its ownership or authority with respect to the
Shares, or the transactions contemplated by this Agreement.
2.5 ENTIRE OWNERSHIP. Other than the Shares as set forth on Exhibit A
hereto, neither Seidman nor any Seidman Affiliate (including any Affiliate
thereof) beneficially owns, directly or indirectly, any securities issued by the
Company. From the date of this Agreement up to and including the date on which
Seidman and the Seidman Affiliates have satisfied his and their requirements
under Section 1.1 of this Agreement, Seidman and each Seidman Affiliate agrees
to provide an updated Exhibit A within two (2) days of any change in the
information contained on Exhibit A.
ARTICLE 3.
REPRESENTATION AND WARRANTIES OF THE COMPANY
The Company represents, warrants and agrees for the benefit of Seidman and
the Seidman Affiliates as follows:
3.1 AUTHORIZATION OF TRANSACTION. The Company has full power and authority
to execute and deliver this Agreement and to perform its obligations hereunder.
This Agreement constitutes the valid and legally binding obligation of the
Company, enforceable against the Company in accordance with its terms and
conditions.
3.2 NONCONTRAVENTION. Neither the execution and the delivery by the Company
of this Agreement, nor the consummation by the Company of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Company is
subject, or (B) conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other arrangement to which
the Company is a party or by which it is bound or to which any of its assets are
subject.
3.3 LITIGATION. The Company has no knowledge of any action, suit,
proceeding, hearing, or investigation of, in, or before any court or quasi-
judicial or administrative agency of any federal, state, local, or foreign
jurisdiction or before any arbitrator involving the transactions contemplated by
this Agreement.
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ARTICLE 4.
OTHER PROVISIONS
4.1 OTHER PROVISIONS. From the date hereof through and including the fifth
(5th) anniversary of the date first written above, Seidman and the Seidman
Affiliates agree that, without the Company's prior written consent, neither
Seidman nor the Seidman Affiliates will, or will permit or cause or encourage
any of its Controlled Affiliates (as defined below) or Controlling Affiliates
(as defined below) to:
(a)acquire, announce an intention to acquire, offer or propose to acquire,
or agree to acquire, directly or indirectly, by purchase or otherwise,
beneficial ownership of any $0.01 par value Common Stock of the Company
or other securities of the Company (collectively the "Securities") or
direct or indirect rights or options to acquire (through purchase,
exchange, conversion or otherwise) any Securities;
(b)make, or in any way participate, directly or indirectly, in any
"solicitation" of "proxies" (as such terms are defined in Rule 14a-1
under the1934 Act) to vote any Securities, seek to advise, encourage or
influence any person or entity with respect to the voting of any
Securities, initiate or propose any shareholder proposal under Rule 14a-
8 under the 1934 Act or induce or attempt to induce any other person to
initiate any shareholder proposal;
(c)make any statement or proposal, whether written or oral, to the Board of
Directors of the Company, or to any director, officer or agent of the
Company, or make any public announcement or proposal whatsoever with
respect to a merger or other business combination, sale or transfer of
assets, recapitalization, dividend, share repurchase, liquidation or
other extraordinary corporate transaction with the Company or other
transaction which could result in a change of control, or solicit or
encourage any other person to make such statement or proposal;
(d)form, join or in any way participate in a "group" (within the meaning of
Section 13(d)(3) of the 1934 Act) with respect to any Securities;
(e)otherwise act, alone or in concert with others, to seek to exercise any
control over the management, Board of Directors or policies of the
Company;
(f)make a public request to the Company (or its directors, officers,
shareholders, employees or agents) to amend or waive any provisions of
this Agreement, the Certificate of Incorporation or By-Laws of the
Company;
(g)take any action which might require the Company to make a public
announcement regarding the possibility of any transaction referred to in
paragraph (c) above or similar transaction or, advise, assist or
encourage any other persons in connection with the foregoing;
(h)provide, or act in concert with any Person to provide, any funds,
services, or facilities, to any Person in support of any activity by
such Person that would be a violation of
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Seidman's or the Seidman Affiliates' covenants under this Section 4.1 if
undertaken by any of them; or
(i)disclose any intention, plan or arrangement inconsistent with the
foregoing.
ARTICLE 5.
TERMINATION
5.1 TERMINATION. This Agreement may be terminated at any time:
(a)by the mutual consent of Seidman and the Company;
(b)by the Company, if there shall have been a material breach of any
covenant or representation or other agreement of Seidman or any Seidman
Affiliate hereunder, and such breach shall not have been remedied within
three (3) business days after receipt by Seidman of a notice in writing
from the Company specifying the breach and requesting such be remedied;
or
(c)by Seidman, if there shall have been a material breach of any covenant
or representation or other agreement of the Company hereunder, and such
breach shall not have been remedied within three (3) business days after
receipt by the Company of notice in writing from Seidman specifying the
breach and requesting such be remedied.
5.2 EFFECT OF TERMINATION. If this Agreement is terminated pursuant to
Section 5.1, all obligations and agreements of the parties hereunder shall
terminate, except that no such termination shall relieve any party from
liability for any prior willful breach of this Agreement.
ARTICLE 6.
MUTUAL RELEASES
6.1 RELEASE AND WAIVER. Effective upon the execution of this Agreement,
each of the parties hereto, for itself and for each of their respective
principals, members, partners, fiduciaries, Affiliates, managers, directors,
stockholders, officers, agents and employees and for the predecessors,
successors and assigns of each of them (the "Releasing Persons"), does hereby
forever and unconditionally release, acquit and discharge each of the other
parties hereto, and each of their respective principals, members, partners,
fiduciaries, Affiliates, managers, directors, stockholders, officers, agents and
employees, and the predecessors, successors and assigns of each of them
(collectively the "Released Persons"), with respect to any and all claims,
controversies, causes of action, suits or liabilities of whatever kind or
nature, whether known or unknown, whether in law or in equity, which the
Releasing Persons had or has against any Released Person for any matter, thing,
event or omission which arises directly or indirectly out of the ownership by
the Seidman Affiliates of the Shares, including without limitation claims which
such Person has or believes it may have as a stockholder relating to fiduciary
duties of directors
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or officers, disclosure or similar matters; provided, however, that nothing
contained herein shall release any claim with respect to this Agreement.
ARTICLE 7.
MISCELLANEOUS
7.1 DEFINED TERMS. The following shall have the meanings indicated:
"Affiliate" means any Person who controls another Person, is controlled by
another Person, or who is under common control with another Person as specified
in Rule 12b-2 under the 1934 Act; including, but not limited to, in the case of
Seidman, the following: Seidman and Associates, LLC, Seidman Investment
Partnership, L.P., Seidman Investment Partnership II, L.P., Kerrimatt, L.P., and
Federal Holdings, LLC.
"Controlled Affiliates" shall mean a Person which is controlled by another
Person.
"Controlling Affiliates" shall mean a Person which controls another Person.
"Knowledge," when used in respect of the Company or Seidman or any Seidman
Affiliate, shall mean the actual knowledge of its Chief Executive Officer,
Chief Operating Officer or Chief Financial Officer or Person having similar
authority.
"Person" shall have the meaning specified in Section 2(a)(2) of the 1933
Act.
"SEC" shall mean the U.S. Securities and Exchange Commission.
"1933 Act" shall mean Securities Act of 1933, as amended.
"1934 Act" shall mean Securities Exchange Act of 1934, as amended.
7.2 SPECIFIC PERFORMANCE. The parties hereto acknowledge and agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. Accordingly, it is agreed that, in addition to any other
remedies which they may have, the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions hereof in any court of competent jurisdiction.
7.3 EFFORTS TO CLOSE. Subject to the terms and conditions hereof, the
Company, Seidman and the Seidman Affiliates each agree to use their commercially
reasonable efforts to take all action required of them to fulfill their
respective obligations under the terms of this agreement and to facilitate the
consummation of the transactions contemplated hereby.
7.4 PUBLIC DISCLOSURE. As soon as practicable following the execution and
delivery of this Agreement, the Company shall issue a press release in the form
attached hereto as Exhibit B. Thereafter, without the prior written consent of
the other party except as required
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by law, neither party shall make a public statement or other disclosure
regarding the other party or the transactions contemplated hereby; provided,
however, that without such prior written consent, the Company shall be free to
make comments to its stockholders and employees and to financial analysts and
the press which are consistent with disclosures in such press release; and
provided, further, that the Company may file the press release and a copy of
this Agreement as part of a Form 8-K filing under the 1934 Act, any filing made
in connection with the Dutch Auction, or any other regulatory filing.
7.5 EXPENSES. Each party to this Agreement shall pay its own costs and
expenses (including all legal, accounting, broker, finder and investment banker
fees) relating to this Agreement, the negotiations leading up to this Agreement
and the transactions contemplated by this Agreement. Notwithstanding the
foregoing, the Company agrees to reimburse Seidman for $50,000 in expenses
incurred by Seidman in connection with the Company's 2000 Annual Meeting of
Stockholders.
7.6 AMENDMENT. This Agreement shall not be amended or modified except by a
writing duly executed by the parties hereto.
7.7 FURTHER ASSURANCES. Each party to this Agreement shall execute all
instruments and documents and take all actions as may reasonably be necessary to
effectuate this Agreement.
7.8 ENTIRE AGREEMENT. This Agreement, including the other instruments,
agreements and documents delivered pursuant to this Agreement, contain all of
the terms, conditions and representations and warranties agreed upon by the
parties relating to the subject matter of this Agreement and supersede all prior
agreements, negotiations, correspondence, undertakings and communications of the
parties, oral or written, respecting such subject matter.
7.9 HEADINGS. The headings contained in this Agreement are intended solely
for convenience and shall not affect the rights of the parties to this
Agreement.
7.10 NOTICES. All notices, requests, demands, and other communications
hereunder shall be deemed to have been duly given if delivered in person, or by
electronic facsimile, or mailed, certified and registered mail with postage
prepaid (and, if by electronic facsimile, with acknowledgment or evidence of
receipt or with copies mailed, certified or registered mail with postage
prepaid):
(a) If to Seidman or any Seidman Affiliate:
Lawrence B. Seidman
100 Misty Lane
P.O. Box 5430
Parsippany, NJ 07054
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With a copy to:
Stroock & Stroock & Lavan, LLP
Suite 3300
200 S. Biscayne Blvd NL
Miami, Florida 33131-2385
Attn: Michael Basile
(b) If to the Company:
Citizens First Financial Corp.
2101 North Veterans Parkway
Bloomington, Illinois 61704
With a copy to:
Howard & Howard Attorneys, P.C.
One Technology Plaza
211 Fulton Street, Suite 600
Peoria, Illinois 61602-1350
Attention: Theodore L. Eissfeldt
7.11 SEVERABILITY. If any provision of this Agreement is held to be
unenforceable for any reason, it shall be adjusted rather than voided, if
possible, in order to achieve the intent of the parties to this Agreement to the
extent possible. In any event, all other provisions of this Agreement shall be
deemed valid and enforceable to the full extent possible.
7.12 WAIVER. Waiver of any term or condition of this Agreement by any party
shall only be effective if in writing and shall not be construed as a waiver of
any subsequent breach or failure of the same term or condition, or a waiver of
any other term or condition of this Agreement.
7.13 NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement shall confer
any rights upon any person or entity which is not a party or an assignee of a
party to this Agreement.
7.14 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Each and every
representation, warranty and agreement of the Parties contained herein or in any
certificate, schedule or other document delivered before or at the Closing shall
survive the Closing.
7.15 GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of Illinois without regard to conflict of law principles.
7.16 ATTORNEYS' FEES. Should an action be instituted by either of the
parties hereto in any court of law or equity pertaining to the enforcement of
any of the provisions of this Agreement, the prevailing party shall be entitled
to recover, in addition to any judgment or decree rendered therein, all court
costs and reasonable attorneys' fees and expenses.
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7.17 CONSTRUCTION. Each party to this Agreement and its counsel have
reviewed and revised this Agreement. The rule of construction that any ambiguity
shall be resolved against the drafting party shall not be employed in the
interpretation of this Agreement.
7.18 SUCCESSORS AND ASSIGNS; ASSIGNMENT. All of the terms, covenants and
conditions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. No party hereto
shall be permitted to assign its rights under this Agreement except with the
written consent of the other party. No assignment or transfer permitted
hereunder shall relieve any such assignor or transferor of any of its
obligations hereunder and any assignee or transferee shall assume in writing all
of the undertakings of assignor or transferor under this Agreement.
IN WITNESS WHEREOF, each of the parties have executed this Agreement as of
the day and year first above written.
CITIZENS FIRST FINANCIAL CORP.
/s/ C. William Landefeld, President
---------------------------------------
C. William Landefeld, President
LAWRENCE B. SEIDMAN, on behalf of himself and any
Affiliate not otherwise listed below
/s/ Lawrence B. Seidman
---------------------------------------
Lawrence B. Seidman
SEIDMAN AND ASSOCIATES, LLC
By: /s/ Lawrence B. Seidman
------------------------------------
Its: Manager
-----------------------------------
SEIDMAN INVESTMENT PARTNERSHIP, L.P.
By: /s/ Lawrence B. Seidman
------------------------------------
Its: Manager
-----------------------------------
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SEIDMAN INVESTMENT PARTNERSHIP II, L.P.
By: /s/ Lawrence B. Seidman
---------------------------------------
Its: President Corporate General Partner
--------------------------------------
KERRIMATT, L.P.
By: /s/ Lawrence B. Seidman
---------------------------------------
Its: Investment Manager
--------------------------------------
FEDERAL HOLDINGS, LLC
By: /s/ Lawrence B. Seidman
---------------------------------------
Its: Investment Manager
--------------------------------------
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EXHIBIT A
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SCHEDULE OF OWNERSHIP OF
CITIZENS FIRST FINANCIAL CORP. COMMON STOCK
BY SEIDMAN AND SEIDMAN AFFILIATES
AS OF OCTOBER 27, 2000
Name and Address of Stockholder # of Shares Held
------------------------------- ----------------
Seidman and Associates, L.L.C. 24,000
Lanidex Center
100 Misty Lane
Parsippany, NJ 07054
Seidman Investment Partnership, L.P. 17,300 17,300
19 Veteri Place
Wayne, NJ 07470
Seidman Investment Partnership II 9,300 9,300
19 Veteri Place
Wayne, NJ 07470
Federal Holdings, LLC 14,300 14,300
One Rockefeller Plaza
New York, NY 10020
Kerrimatt, LP 12,400 12,400
80 Main Street
West Orange, NJ 07052
Lawrence Seidman & Sonia Seidman 3,000 3,000
19 Veteri Place
Wayne, NJ 07470
-------
TOTAL $80,300
=======
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EXHIBIT B
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[CITIZENS FIRST FINANCIAL CORP. LETTERHEAD]
Contacts:
---------
C. William Landefeld, President and CEO John A. Rodak
Citizens First Financial Corp. Sandler O'Neill & Partners, L.P.
(309) 661-8700 (800) 635-6860
FOR IMMEDIATE RELEASE October 31, 2000
---------------------
CITIZENS FIRST FINANCIAL CORP.
OFFERS TO BUY UP TO 391,000 SHARES
OF ITS COMMON STOCK
Bloomington, Illinois, -- First Financial Corp. (Nasdaq NMS: CFSB),
announced today that its Board of Directors has authorized the purchase of up to
391,000 shares of its common stock, which represents 20 percent of its 1,955,014
outstanding shares. The repurchase will be made through a "Modified Dutch
Auction Tender." Under this procedure, Citizens First Financial Corp.
stockholders will be given the opportunity to sell part or all of their shares
to the Corporation at a price of not less than $15.00 per share and not more
than $17.00 per share. This price range represents a to percent premium to the
October 27, 2000 closing price of $ per share. Based upon the minimum-and
maximum offering prices specified in the Offer, the aggregate purchase price, if
391,000 shares are purchased, would range from $5.9 million to $6.6 million. The
Offer to Purchase Shares will expire at 5:00 p.m., New York City time on
December 1, 2000, unless extended by Citizens First Financial Corp.
Under the procedures for a Modified Dutch Auction Tender, stockholders may offer
to sell all or a portion of the shares they own at a price not more than the
maximum price ($17.00) nor less than the minimum price ($15.00) specified in the
Offer to Purchase. Upon the expiration of the Offer, Citizens First Financial
Corp. will select the lowest purchase price that will allow it to buy 391,000
shares. All shares purchased in the Offer will receive the same price. If the
number of shares tendered is equal to or less than 391,000 shares, the purchase
price will be the highest price specified by tendering stockholders. If the
number of shares tendered is greater than the number sought, Citizens First
Financial Corp. will select the lowest price that will allow it to buy the
number of shares it seeks. C. William Landefeld, Citizens First's President and
Chief Executive Officer stated, "Citizens First has been actively analyzing
alternatives for improving shareholder value. In September 2000, the Company
began considering the dutch auction tender offer as a possible means of
improving shareholder value. The Company, in connection with its financial and
legal advisors, reviewed this alternative and concluded that the purchase of
shares pursuant to the Tender Offer should have beneficial effects on
stockholder value while maintaining a strong capital base to support the needs
of the business. Based upon pro forma
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financial analysis, the purchase of shares should have the effect of increasing
earnings per share and raising the return on stockholders' equity."
In addition to the Company's announcement concerning the dutch auction, the
Company also announced that it had entered into an agreement with Mr. Lawrence
B. Seidman, pursuant to which Mr. Seidman has agreed to tender or otherwise
dispose of all shares of the Company's stock owned by him and his affiliates. As
part of Mr. Seidman's agreement with the Company, he also agreed to refrain from
purchasing the stock of the Company, engaging in a proxy contest, and taking
various other actions for a 5-year period. The Company has agreed to reimburse
$50,000.00 to Mr. Seidman for expenses incurred by him in connection with the
Company's 2000 Annual Meeting of Stockholders. Mr. Landefeld stated, "while the
Company's dialog with Mr. Seidman over the past year or so has been
constructive, both parties are grateful that a strategic alternative existed
which would benefit all of the shareholders of Citizens First Financial Corp.
alike."
Citizens First Financial Corp. is a savings and loan holding company based in
Bloomington, Illinois and has approximately $328.9 million in total assets. Its
subsidiary bank, Citizens Savings Bank, has five offices located in Bloomington
(3), Normal and Fairbury, Illinois.
Sandler O'Neill & Partners, L.P. will act as the Dealer/Manager and Information
Agent for the Offer, and Registrar and Transfer Company will be the depositary
for the shares tendered. Questions to or requests for assistance may be directed
to Sandler O'Neill & Partners, L.P. toll-free at (800) 635-6860.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of Citizens First Financial Corp. common stock. The Offer is made
solely by the Offer to Purchase dated October 31, 2000 and the related Letter of
Transmittal.
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