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Exhibit 12.A6
THIS BROCHURE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SECURITIES. THE OFFER TO PURCHASE THE STOCK OF THE COMPANY IS MADE
ONLY BY THE CITIZENS FIRST FINANCIAL CORP. OFFER TO PURCHASE DOCUMENT DATED
OCTOBER 31, 2000 AND THE ACCOMPANYING LETTER OF TRANSMITTAL.
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CITIZENS FIRST FINANCIAL CORP.
QUESTIONS AND ANSWERS
ABOUT THE OFFER OF
CITIZENS FIRST FINANCIAL CORP.
To Purchase for Cash up to 391,000 Shares
Of Common Stock at a Purchase Price of
$15.00 to $17.00 per Share
October 31, 2000
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Questions and Answers about the Offer of
CITIZENS FIRST FINANCIAL CORP.
To Purchase Its Stock
The following information is designed to answer frequently asked questions
about the offer by CITIZENS FIRST FINANCIAL CORP. ("Company") to purchase
shares of its common stock ("Shares"). Shareholders are referred to the Offer
to Purchase and Letter of Transmittal for a detailed description of the terms
and conditions of the offer.
Q. Why is The Company Making This Offer?
A. The Company believes it has a strong and more than adequate capital base
which will allow them to continue to grow their business and using the
additional capital to buy back stock will allow them to increase shareholder
value. The repurchasing of stock is designed to increase the Company's return
on equity by reducing the amount of equity outstanding.
Q. What Is The Offer to Purchase?
A. The Company is inviting its shareholders to tender shares of its common
stock at prices not less than $15.00 nor in excess of $17.00 per Share in
cash, as specified by shareholders tendering their Shares. 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). This type
of issuer tender offer is commonly referred to as a "Modified Dutch Auction."
Q. What Is A "Modified Dutch Auction?"
A. In a Modified Dutch Auction a company makes a direct tender offer to its
own shareholders to purchase a specified number of shares of its stock within
a specified price range per share, and pays the highest price at which it
accepts shares to all shareholders whose shares are accepted. In this case,
the Company is making a direct offer to all of its shareholders to purchase in
the aggregate 391,000 Shares of its common stock at a price not less than
$15.00 nor in excess of $17.00 per Share. This process allows each shareholder
to elect whether to sell stock, and the price the shareholder is willing to
sell at within the given price range. After receiving tenders of Shares, at
the termination of the Offer, the Company will choose the price within the
specified range that will permit it to purchase the amount of securities
sought and this price will become the Purchase Price.
Q. What Will Be The Final Purchase Price?
A. All Shares acquired in the Offer will be acquired at the Purchase Price.
The Company will select the Purchase Price that will allow it to buy up to
391,000 Shares. All shareholders tendering at or below the Purchase Price will
receive the same amount.
Q. What Will Happen If More Than 391,000 Shares Are Tendered At Or Below The
Purchase Price?
A. In the event more than 391,000 Shares are tendered at or below the Purchase
Price, Shares tendered at or below the Purchase Price will be acquired by the
Company (i) first from any shareholder who owned beneficially, as of the close
of business on October 24, 2000 and continues to own beneficially as of the
termination of the Offer, an aggregate of fewer than 100 Shares and who val-
idly tenders all of such Shares, and (ii) then from all other tendering share-
holders subject to proration.
Q. At What Price May I Tender My Shares?
A. Shareholders may elect to tender their Shares in increments of fifty cents
($0.50) starting at $15.00 per Share up to and including $17.00 per Share. The
election as to the number of Shares and the price a
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shareholder is willing to tender (or, if a shareholder does not wish to
specify a price, he or she may elect to tender Shares at the Purchase Price
determined by the Company) are to be indicated on the Letter of Transmittal.
Q. How Do I Tender My Shares?
A. If you hold your Shares in certificate form, you must return a properly
completed Letter of Transmittal (the blue form) and any other documents
required by the Letter of Transmittal, together with the certificates for the
Shares being tendered, to Registrar and Transfer Company (the "Depositary"),
which must be received by them by 5:00 p.m., Eastern Time, on December 1, 2000
("Expiration Date").
PLEASE DO NOT ENDORSE YOUR CERTIFICATE(S).
Q. How Do I Tender My Shares If My Shares Are Held By My Broker?
A. If your Shares are registered in street name with a broker, dealer,
commercial bank, trust company or other nominee, you will need to contact your
broker, bank or other nominee and instruct the nominee to make the tender of
your Shares for you. You cannot tender such Shares using the Letter of
Transmittal even though you may have received one for your information.
If you are a broker and are tendering Shares in book-entry form for your
customers, you must comply with the Book-Entry Delivery procedure described in
Section 3 of the Offer to Purchase
Q. What Do I Do If I Have Lost My Certificates, Or If They Have Been
Mutilated, Destroyed Or Stolen, But I Still Want To Render Them?
A. Call the Depositary at (800) 368-5948 for instructions for tendering Shares
in such circumstances.
Q. I Want To Tender But I Cannot Get My Stock To The Depositary On Time. What
Can I Do?
A. If you cannot submit a valid tender by the Expiration Date but want to
tender, you may complete the guaranteed delivery instructions which gives you
three days to produce the certificates. Have an Eligible Institution (as
defined in Instruction 1 of the Letter of Transmittal) help you fill out the
form as instructed in Section 3 of the Offer to Purchase.
Q. Do I Have To Sell My Stock To The Company?
A. No. A shareholder is not required to tender any stock.
Q. What Happens If I Do Not Tender My Stock To The Company To Purchase?
A. Nothing will happen if you do not tender any or all of your Shares. Your
Shares will remain outstanding without a change in the terms or ownership
rights. You will continue to own the same number of Shares without any
adjustment, and you will continue to receive the same dividend and voting
rights. However, since the Company will purchase up to 391,000 of its
outstanding Shares, the percentage of the outstanding stock which you own will
increase since the number of outstanding Shares will be reduced.
Q. If I Do Tender My Shares, When Will I Receive The Money?
A. As soon as practicable after the Expiration Date. If you are a registered
shareholder, you will receive a check from the Depositary or if you hold your
stock with a bank or broker your account will be credited.
Q. What If The Terms Of The Offer Change?
A. In the event the Expiration Date is extended or if the terms of the Offer
are materially changed, the Company will generally give notice of the change
and, under certain circumstances, shareholders will be able to change or
withdraw their tender for at least 10 business days from such notice.
Q. Can I Tender Part Of My Stock At Different Prices?
A. Yes, you can elect to tender part of your stock at one price and an
additional amount at a second price.
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For example, if you owned 1,500 Shares, you could tender 500 Shares at one
price, 500 Shares at another and keep the remaining 500 Shares. However, you
cannot tender the same stock at different prices. In the prior example, the
shareholder owning 1,500 Shares cannot tender 1,500 at one price and 1,500 at
another price. If you tender some Shares at one price and other Shares at a
different price, you must use a separate Letter of Transmittal for each price.
You may make a copy of the Letter of Transmittal if you need additional forms.
Q. Is There Any Brokerage Commission?
A. No. The Company will purchase stock directly from each shareholder at the
Purchase Price without the use of a broker.
Q. Can I Cancel Or Change My Tender?
A. You may increase or decrease the number of Shares indicated in the Letter
of Transmittal or withdraw it entirely up until 5:00 p.m., Eastern Time, on
December 1, 2000. Generally after December 1, 2000, you cannot withdraw your
tender. If you desire to change or withdraw your tender, you are responsible
to make certain that a valid withdrawal is received by the December 1, 2000
deadline. Except as discussed in the Offer to Purchase, tenders are
irrevocable after the December 1, 2000 deadline.
Q. Can You Summarize The Process By Which Shares Are Validly Tendered
A. Generally, if you hold the stock certificate, you must complete the Letter
of Transmittal (the blue form) as set forth below. Please follow these
instructions carefully to assure a valid tender.
. List the certificates and the number of Shares that you are tendering in
the box captioned "Description of Shares Surrendered".
. Check the box specifying the price at which you are tendering in the box
captioned "Price (in Dollars) Per Share at Which Shares are Being
Tendered".
. If you want to give us special payment instructions, complete the box
captioned "Special Payment Instructions".
. If you want to give us special delivery instructions, complete the box
captioned "Special Delivery Instructions".
. If you are an Odd Lot Holder (i.e., you hold fewer than 100 Shares) who is
tendering all your shares, complete the box captioned "Odd Lots".
. Complete the substitute Form W-9 to certify your tax identification number.
. Sign the Letter of Transmittal in the box captioned "Important" (in certain
circumstances, signatures must be guaranteed in this Box, see Instructions
1 and 6 in the Letter of Transmittal).
.
. Contact your broker if your Shares are held in street name (held by broker)
for instructions.
You must deliver your Share certificates or comply with the book-entry
delivery requirements. See Section 3 of the Offer to Purchase. These documents
must be received by the Depositary, Registrar and Transfer Company, no later
than 5:00 p.m., Eastern Time, on December 1, 2000. If you are tendering Shares
held by a broker, commercial bank, trust company or other nominee, your
instructions must be given to your nominee who will, on the basis of your
instructions, tender Shares for you. Please see Section 3 and the Letter of
Transmittal for more details about how to tender Shares.
Q. How Can I Get More Information?
A. If you have a question, please call our Dealer Manager/Information Agent,
Sandler O'Neill & Partners, L.P., toll free at (800) 635-6860 from 8:30 a.m.
to 5:30 p.m., Eastern Time, Monday through Friday.
