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As filed with the Securities and Exchange Commission on October 31, 2000.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
CITIZENS FIRST FINANCIAL CORP.
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Name of Subject Company (issuer)
CITIZENS FIRST FINANCIAL CORP.
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Names of Filing Persons (identifying status as offeror, issuer or other person)
Commons Stock, $0.01 Par Value Per Share
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Title of Class of Securities
174623-10-8
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CUSIP Number of Class of Securities
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<S> <C>
Copies to:
C. William Landefeld ----------
Citizens First Financial Corp. Howard & Howard Attorneys, P.C.
2101 North Veterans Parkway Theodore L. Eissfeldt
Bloomington, Illinois 61704 Timothy E. Kraepel
(309) 661-8700 One Technology Plaza Suite 600
211 Fulton Street
Peoria, Illinois 61602-1350
(309) 672-1483
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(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
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Transaction Valuation* Amount of Filing Fee
$6,647,000 $1,755
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* 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.
[_] 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:______________________
Form or Registration No.:____________________
Filing Party:________________________________
Date Filed:__________________________________
[_] 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: [_]
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Item 1. Summary Term Sheet
The information set forth in "Summary" of the Offer to Purchase is
incorporated herein by reference.
Item 2. Subject Company Information
(a) The issuer of the securities to which this Schedule TO relates is
Citizens First Financial Corp., a Delaware corporation (the "Company"), and the
address of its principal executive office, its mailing address is 2101 North
Veterans Parkway, Bloomington, Illinois 61704, and its telephone number is (309)
661-8700.
(b) This Schedule TO relates to the offer by the Company to purchase
up to 391,000 shares (or such lesser number of shares as are properly tendered)
of its common stock, $0.01 par value per share (the "Shares"), of which
1,955,014 Shares were outstanding as of October 27, 2000.
(c) The information set forth in "Summary " and "Section 7, Price
Range of Shares; Dividends" of the Offer to Purchase is incorporated herein by
reference.
Item 3. Identity and Background of Filing Person.
(a) The Filing Person for which this Schedule TO relates is the
Subject Company. For information regarding the Subject Company, see Item 2(a)
above.
Item 4. Terms of the Transaction
(a) The information set forth in "Summary" and "Section 10, Source
and Amount of Funds," "Section 8, Purpose of the Offer; Certain Effects of the
Offer," "Section 11, Interest of Directors and Officers; Transactions and
Arrangements Concerning Shares" and "Section 12, Effects of the Offer on the
Market for Shares; Registration under the Exchange Act" of the Offer to Purchase
is incorporated herein by reference.
(b) Securities will not be purchased from any officer, director or
affiliate of the Subject Company.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(e) The information set forth in "Section 11, Interest of Directors
and Officers; Transactions and Arrangements Concerning Shares" of the Offer to
Purchase is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans and Proposals.
(a)-(c) The information set forth in "Summary" and "Section 10, Source
and Amount of Funds," "Section 8, Purpose of the Offer; Certain Effects of the
Offer," and "Section 11, Interest of Directors and Officers; Transactions and
Arrangements Concerning Shares" of the Offer to Purchase is incorporated herein
by reference.
Item 7. Source and amount of Funds or Other Consideration.
(a) The information set forth in "Section 10, Source and Amount of
Funds" of the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in "Section 10, Source and Amount of
Funds" of the Offer to Purchase is incorporated herein by reference.
(d) The information set forth in "Section 10, Source and Amount of
Funds" of the Offer to Purchase is incorporated herein by reference.
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ITEM 8. Interest in Securities of the Subject Company.
(a) The information set forth in "Section 11, Interest of Directors
and Officers; Transactions and Arrangements Concerning Shares" of the Offer to
Purchase is incorporated herein by reference.
(b) Not applicable.
ITEM 9. Persons/Assets, Retained, Employed, Compensated, or Used.
The information set forth in "Summary" and "Section 16, Solicitation
Fees and Expenses" of the Offer to Purchase is incorporated herein by reference.
ITEM 10. Financial Statements.
(a)-(b) The information set forth in "Section 9, Information
Concerning the Company" of the Offer to Purchase is incorporated herein by
reference.
ITEM 11. Additional Information.
(a) Not applicable.
(b) The information set forth in "Section 11, Interest of Directors
and Officers; Transactions and Arrangements Concerning Shares" of the Offer to
Purchase is incorporated herein by reference.
ITEM 12. Exhibits.
(a)(1) Form of Offer to Purchase, dated October 31, 2000.
(a)(2) Form of Letter of Transmittal (including Certification of
Taxpayer Identification Number on Form W-9).
(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).
(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.
(a)(5) Form of Memorandum, dated October 31, 2000, to the Company's
employees.
(a)(6) Form of Question and Answer Brochure.
(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.
(a)(9) Form of Instruction Sheet.
(a)(10) Form of Notice of Guaranteed Delivery.
(b) Not applicable.
(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.
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(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.
October 31, 2000 CITIZENS FIRST FINANCIAL CORP.
By: /s/ C. William Landefeld
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C. William Landefeld
Chairman and Chief Executive Officer
