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Exhibit 12.A10
Not Valid Unless Signed by an Eligible Institution.
CITIZENS FIRST FINANCIAL CORP.
Notice of Guaranteed Delivery
of Shares of Common Stock
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
This form or a facsimile copy of it must be used to accept the Offer (as
defined below) if:
(a) certificates for common stock, par value $0.01 per share (the
"Shares"), of Citizens First Financial Corp., a Delaware corporation, are not
immediately available; or
(b) the procedure for book-entry transfer cannot be completed on a timely
basis; or
(c) time will not permit the Letter of Transmittal or other required
documents to reach the Depositary before the Expiration Date (as defined in
Section 1 of the Offer to Purchase, as defined below).
This form or a facsimile of it, signed and properly completed, may be
delivered by hand, mail, telegram or facsimile transmission to the Depositary by
the Expiration Date. See "Section 3 -- Procedure for Tendering Shares" in the
Offer to Purchase.
DEPOSITARY:
To: REGISTRAR AND TRANSFER COMPANY
By Mail: Overnight Delivery:
10 Commerce Drive 10 Commerce Drive
Cranford, NJ 07016 Cranford, NJ 07016
Attention: Reorganization Dept. Attention: Reorganization Dept.
By Hand Only:
c/o The Depository Trust Co.
Transfer Agent Drop
55 Water Street, First Floor
New York, NY 10041-0099
Investor Relations Telephone Number: (800) 368-5948
Facsimile: (908) 497-2311
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THOSE SHOWN ABOVE OR
TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THOSE LISTED ABOVE
DOES NOT CONSTITUTE A VALID DELIVERY.
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Ladies and Gentlemen:
The undersigned hereby tenders to Citizens First Financial Corp., at the
price per Share indicated below, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated October 31,
2000 (the "Offer to Purchase"), and the related Letter of Transmittal (which
together with the Offer to Purchase constitute the "Offer"), receipt of which is
hereby acknowledged, ____________ Shares of common stock, par value $0.01 per
share (the "Shares"), pursuant to the guaranteed delivery procedure set forth
under "Section 3 -- Procedure for Tendering Shares" in the Offer to Purchase.
Please call the dealer Manager/Information Agent for assistance in
completing this form toll free at (800)635-6855.
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PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED.
CHECK ONLY ONE BOX.
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IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED
(EXCEPT AS OTHERWISE PROVIDED HEREIN), THERE IS NOT VALID TENDER OF SHARES.
By checking one of the price boxes below, the undersigned hereby tenders Shares
at 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 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:
[_] $15.00 [_] $15.50 [_] $16.00 [_] $16.50 [_] $17.00
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If you own fewer than 100 shares:
Complete ONLY if Shares are being tendered by or on behalf of a person
owning beneficially, as of the close of business on October 24, 2000 and who
continues to own beneficially as of the Expiration Date, an aggregate of fewer
than 100 Shares.
The undersigned either (check one):
[_] was the beneficial owner(s) as of the close of business on October 24,
2000 of an aggregate of fewer than 100 Shares, all of which are being
tendered, or
[_] is a broker, dealer, commercial bank, trust company or other nominee
which
(a) is tendering, for the beneficial owner(s) thereof, Shares with
respect to which it is the record owner, and
(b) believes, based upon representations made to it by such
beneficial owner(s), that each such person was the beneficial
owner, as of the close of business on October 24, 2000 of an
aggregate of fewer than 100 shares and is tendering all of such
Shares.
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Certificate Nos. (if available):
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Name(s):
_______________________________________________________________________________
_______________________________________________________________________________
(Please Print)
Address(es):
_______________________________________________________________________________
_______________________________________________________________________________
Zip Code
Area Code and
Telephone Number:
_______________________________________________________________________________
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SIGN HERE
_______________________________________________________________________________
_______________________________________________________________________________
Dated:_______________________, 2000
If Shares will be tendered by book-entry transfer, check box below:
[_] The Depository Trust Company
Account Number:
_______________________________________________________________________________
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc., or a
commercial bank, trust company, savings association or credit union having an
office or correspondent in the United States (each, an "Eligible Institution"),
hereby (i) represents that the undersigned has a net long position in Shares in
or equivalent securities within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended, at least equal to the shares
tendered,(ii) represents that such tender of Shares complies with Rule 14e-4 and
(iii) guarantees that either the certificates representing the Shares tendered
hereby in proper form for transfer, or timely confirmation of the book-entry
transfer of such Shares into the Depositary's account at The Depository Trust
Company (pursuant to the procedures set forth under "Section 3 -- Procedure for
Tendering Shares" in the Offer to Purchase), together with a properly completed
and duly executed Letter of Transmittal (or facsimile thereof) with any required
signature guarantee and any other documents required by the Letter of
Transmittal, will be received by the Depositary at one of its addresses set
forth above within three Nasdaq trading days after the date of execution hereof.
Name of Firm: _______________________ ______________________________________
Authorized Signature
Address:_____________________________ Name:_________________________________
_____________________________________ Title:________________________________
Zip Code:____________________________
Area Code and
Telephone Number:____________________ Dated__________________________ , 2000
DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES SHOULD BE
SENT WITH YOUR LETTER OF TRANSMITTAL.
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