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SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Check the appropriate box:
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
CITIZENS FIRST FINANCIAL CORP.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction: N/A
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(5) Total fee paid: N/A
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid: N/A
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_____________________________
CITIZENS' LOGO
_____________________________
YOUR VOTE IS IMPORTANT
March 30, 2000
Dear Fellow Shareholder:
We are writing to alert you to a typographical error that appeared in our
proxy material that was sent to shareholders on March 8, 2000. Specifically, the
Executive Compensation Table presented on page 14 of the Company's Proxy
Statement for Citizens First Financial Corp.'s 2000 Annual Meeting of
Shareholders had an incorrect figure for Mr. Landefeld's 1999 Compensation,
which resulted in Mr. Landefeld's compensation being substantially overstated.
The Proxy Statement indicates Mr. Landefeld received additional compensation
over his salary of $161,162. In fact, he received only $45,549 in additional
compensation. Footnote 6 to the table properly identifies the components of that
number.
As reflected in the amended compensation table, which appears in its
entirety below, Mr. Landefeld received no bonus for 1999 and Mr. Landefeld's
compensation for 1999 totalled $269,949, or $66,351 less than the prior year. As
discussed in the Compensation Committee Report, the decrease in compensation was
due in part to the failure of the Company to meet certain predetermined
performance objectives. However, the Board recognized that the failure of the
Company to meet those objectives in part was due to expenses incurred as the
Company sought to better position the Bank to be more competitive and earn
higher fee and interest income.
Specifically, the Bank was converted from a federally chartered savings
bank to a state-chartered savings bank effective April 1, 1999. The new charter
will give the Bank greater lending flexibility, especially in the commercial and
construction loan areas, and reduce its annual supervisory fees. The increased
flexibility in the commercial and construction loan area will provide the Bank
with greater opportunities to originate loans with higher yields than
traditional one- to four-family loans, which should positively impact earnings.
Furthermore, the Board realized that non-interest expense was adversely affected
by costs associated with the upgrading of the Bank's computer operations and the
cost associated with the accelerated depreciation of computer equipment that was
replaced in 1999. With the new equipment and the Bank's conversion of its data
processing operations, the Bank has realized flexibility in the timing of
statements for its customers, customization of reports and improved
efficiencies. The Committee believes these changes will not only enable the Bank
to operate more efficiently in the future, which should increase earnings, but
also enable the Bank to compete more aggressively in its market area by enabling
the Bank to provide better service to its customers.
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The Company's Board also recognized that Mr. Landefeld oversaw the
initiation of a joint venture between CSL Service Corporation, the Bank's
subsidiary, and an independent insurance agency in 1999. The joint venture added
fee income in 1999 and the Committee believes this joint venture will continue
to add fee income, which will improve the Company's earnings by improving
non-interest income. Although the entry into insurance agency activities is new
for Citizens First, we have carefully examined this move and entered into it
only after hiring two insurance industry veterans with 25 years experience each
to oversee the joint venture. In addition, the Board carefully monitors that
operation. The Board is confident that this move will prove beneficial to the
Company and enhance its earnings.
In addition, Mr. Landefeld oversaw the initiation of another joint venture
between CSL and two local developers to develop a 29 acre parcel of land for
commercial use. The Committee believes this will prove to be a very positive
contribution to the Bank's earnings in 2000 as well. The Bank has been involved
in real estate development for 100 years and the Company is confident in
management's ability to oversee this operation and make it profitable for the
Company.
An amended compensation table, which properly reflects Mr. Landefeld's
compensation and that of the other two Named Executive Officers is set forth
below.
- --------------------------------------------------------------------------------
EXECUTIVE COMPENSATION
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COMPENSATION TABLE
The following table shows, for the years ended December 31, 1999, 1998 and
1997, the cash compensation paid by the Bank, as well as certain other
compensation paid or accrued for those years, to the Chief Executive Officer and
other executive officers ("Named Executive Officer") who accrued salary and
bonus in excess of $100,000 in fiscal year 1999.
<TABLE>
<CAPTION>
__________________________________________________________________________________________________________________________
LONG-TERM COMPENSATION
________________________________________________
ANNUAL COMPENSATION AWARDS PAYOUTS
___________________________________________________________________________________
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
COMPEN- RESTRICTED OPTIONS/ LTIP COMPEN-
SALARY BONUS SATION STOCK AWARDS SARS PAYOUTS SATION
NAME AND PRINCIPAL POSITIONS YEAR ($)(1) ($)(1) ($)(2) ($)(3) (#)(4) ($)(5) ($)
__________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. William Landefeld.... 1999 $224,400 -- -- -- -- -- $45,549(6)
President and 1998 218,250 $27,675 -- -- -- -- 90,375(7)
Chief Executive Officer 1997 208,250 -- -- -- -- -- 66,902(8)
__________________________________________________________________________________________________________________________
Richard F. Becker....... 1999 $123,600 -- -- -- -- -- $40,402(6)
Senior Vice President 1998 120,000 $10,200 -- -- -- -- 53,312(7)
and Secretary 1997 115,000 -- -- -- -- -- 53,388(8)
__________________________________________________________________________________________________________________________
Dallas G. Smiley........ 1999 $123,600 -- -- -- -- -- $34,796(6)
Senior Vice President, 1998 120,000 $10,200 -- -- -- -- 46,725(7)
Treasurer and Chief
Financial Officer 1997 115,000 -- -- ` -- -- -- 53,388(8)
_________________________________________________________________________________________________________________________
(FOOTNOTES CONTINUED ON NEXT PAGE)
</TABLE>
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_______________________________
(1)Under Annual Compensation, the column entitled "Salary" includes Directors'
fees and amounts deferred by the Named Executive Officer pursuant to the
Bank's 401(k) Plan, pursuant to which employees may defer up to 15% of their
compensation, up to the maximum limits under the Internal Revenue Code of
1986, as amended (the "Code"). The level of salary may vary due to limits
imposed on contributions to 401(k) plans and employee stock ownership plans
by the Code (see, footnotes (6), (7) and (8) below). The column entitled
"Bonus" consists of board approved discretionary Bonuses.
(2)For 1999, there were no (a) prerequisites over the lesser of $50,000 or 10%
of the individual's total Salary and Bonus for the year; (b) payments of
above-market preferential earnings on deferred compensation; (c) payments of
earnings with respect to long-term incentive plans prior to settlement or
maturation; (d) tax payments reimbursements; or (e) preferential discounts on
stock.
(3)Effective November 1, 1996, Messrs. Landefeld, Becker and Smiley were granted
28,175, 16,900 and 16,900 shares of Common Stock, respectively, pursuant to
the Incentive Plan. Stock Awards granted in 1996 began vesting in five equal
annual installments on November 12, 1997, the first anniversary date of the
effective date of the grants.
(4)Includes options granted under the Incentive Plan during fiscal 1997.
(5)For 1999, 1998 and 1997, there were no payouts or awards under any long-term
incentive plan.
(6)Includes 2,135, 2,135 and 2,135 shares of Common Stock awarded to Messrs.
Landefeld, Becker and Smiley, respectively, pursuant to the Bank Employee
Stock Ownership Plan ("ESOP"). Includes $5,293, $4,474 and $4,416 in employer
contributions to the Bank's 401(k) Plan for Messrs. Landefeld, Becker and
Smiley, respectively. Includes disability and life insurance premiums paid
by the Bank of $1,549 for Mr. Landefeld. Includes $13,087, $10,308 and $4,760
in employer contributions to the SERP for Messrs. Landefeld, Becker and
Smiley, respectively, for the excess amount due under the 401(k) Plan and
ESOP for the fiscal year ended December 31, 1999.
(7)Includes 2,400, 2,400 and 2,400 shares of Common Stock awarded to Messrs.
Landefeld, Becker and Smiley, respectively, pursuant to the ESOP. Includes
$6,400, $4,241 and $4,241 in employer contributions to the Bank's 401(k) Plan
for Messrs. Landefeld, Becker and Smiley, respectively. Includes disability
and life insurance premiums paid by the Bank of $1,549 for Mr. Landefeld.
Includes $49,126, $15,771 and $9,184 in employer contributions to the SERP
for Messrs. Landefeld, Becker and Smiley, respectively, for the excess amount
due under the 401(k) Plan and ESOP for the fiscal year ended December 31,
1998.
(8)Includes 2,407, 2,407 and 2,407 shares of Common Stock awarded to Messrs.
Landefeld, Becker and Smiley, respectively, pursuant to the ESOP. Includes
$5,700, $4,025 and $4,025 in employer contributions to the Bank's 401(k) Plan
for Messrs. Landefeld, Becker and Smiley, respectively. Includes disability
and life insurance premiums paid by the Bank of $1,387 for Mr. Landefeld.
Includes $11,073, $621 and $621 in employer contributions to the SERP for
Messrs. Landefeld, Becker and Smiley, respectively, for the excess amount due
under the 401(k) Plan and ESOP for the fiscal year ended December 31, 1997.
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We thank you for your continued support. Please sign, date and return only
the "BLUE" proxy card.
Sincerely,
/s/ Ronald C. Wells
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Ronald C. (Rusty) Wells
Chairman of the Board
P.S. PLEASE RETURN THE "BLUE" PROXY CARD AND DISCARD THE "WHITE" ONE!
If you own shares in "street name," please contact your bank or broker and
direct them to vote "FOR" your Board nominees on the "BLUE" proxy card.
For assistance in voting your shares, or for further information, please
contact Dallas Smiley, Chief Financial Officer of Citizens First at (309)
661-8700, or our proxy solicitor:
If you have any questions, need another copy of our March 8, 2000
Proxy Statement for the Annual Meeting or need further assistance
in voting your shares, please call:
_______________________________________________
GEORGESON
SHAREHOLDER
COMMUNICATIONS INC.
17 State Street, 10th Floor
New York, NY 10004
Call Toll Free (800) 223-2064
_______________________________________________
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REVOCABLE PROXY
CITIZENS FIRST FINANCIAL CORP.
ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 2000
3:00 P.M. LOCAL TIME
________________________________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints the official proxy committee of Citizens
First Financial Corp. (the "Company") with full power of substitution, to act as
proxy for the undersigned, and to vote all shares of common stock of the Company
which the undersigned is entitled to vote only at the Annual Meeting of
Stockholders, to be held on April 24, 2000, at 3:00 p.m. local time, at Jumer's
Chateau, 1601 Jumer Drive, Bloomington, Illinois and at any and all adjournments
thereof, with all of the powers the undersigned would possess if personally
present at such meeting as follows:
1. The election as Directors of all nominees listed (unless the "FOR ALL
EXCEPT" box is marked and the instructions below are complied with).
Arthur W. Mier and Carl A. Borngasser, Jr.
FOR ALL
FOR VOTE WITHHELD EXCEPT
___ _____________ _______
| | | | | |
INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name on the line provided below.
________________________________________________________________________________
2. The ratification of the appointment of Olive LLP as independent
auditors of Citizens First Financial Corp. for the fiscal year
ending December 31, 2000.
FOR AGAINST ABSTAIN
___ _______ _______
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED
PROPOSALS.
THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO
INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" EACH OF THE PROPOSALS
LISTED. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, INCLUDING
WHETHER OR NOT TO ADJOURN THE MEETING, THIS PROXY WILL BE VOTED BY THE PROXIES
IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING. THIS PROXY ALSO CONFERS
DISCRETIONARY AUTHORITY ON THE BOARD OF DIRECTORS TO VOTE WITH RESPECT TO THE
ELECTION OF ANY PERSON AS DIRECTOR WHERE THE NOMINEES ARE UNABLE TO SERVE OR FOR
GOOD CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF THE MEETING.
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Dated: ___________________________
__________________________________
SIGNATURE OF STOCKHOLDER
_________________________________
SIGNATURE OF CO-HOLDER (IF ANY)
The above signed acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders and of a
Proxy Statement dated March 8, 2000 and of the Annual Report to Stockholders.
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.
______________________________
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS BLUE PROXY
IN THE ENCLOSED POSTAGE-PAID BLUE ENVELOPE.
