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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
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
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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):
N/A
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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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[ ] Fee paid previously with preliminary materials: 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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(2) Form, Schedule or Registration Statement No.: N/A
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(3) Filing Party: N/A
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(4) Date Filed: N/A
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[CITIZENS FIRST FINANCIAL CORP. LETTERHEAD]
YOUR VOTE IS IMPORTANT
March 20, 2000
Dear Fellow Stockholder:
By now, you should have received a white proxy card from "The Committee to
Preserve Shareholder Value," relating to our April 24, 2000 Annual Meeting. This
group is seeking to replace the two nominees chosen by your Board for election
as Directors with its own nominees. We refer to the group as the "Seidman Group"
because Seidman is the principal person orchestrating the group's actions. Based
on Seidman's history, your Board is convinced that Seidman is a short-term
speculator whose tactics, if successful, will cause a forced sale of your
company.
NOW IS NOT THE TIME TO SELL
YOUR BOARD IS DEDICATED TO MAXIMIZING THE VALUE OF YOUR SHARES.
o Since 1996, we have repurchased 31% of our common stock;
o In 1999, we commenced the payment of cash dividends;
o We have invested in the future by:
- restructuring our operations to that of a community bank with
commercial and agricultural lending departments and converting
to an Illinois-chartered bank;
- restructuring our branch network, including the prospective
sale of our Eureka office;
- introducing a new computer system which will enable us to
offer Internet banking services;
- initiating a joint venture with an insurance agency; and
- commencing a commercial real estate joint venture.
DO NOT VOTE FOR THE SEIDMAN GROUP'S NOMINEES
Your Board believes that if the Seidman Group's nominees are elected, they
will pressure the Board into a forced sale of the Company, which the Board
believes will not achieve maximization of value for your shares because it:
o WILL NOT REFLECT the value to be achieved from Citizens
First's recent strategic initiatives, identified above; but
o WILL REFLECT the recent battering that bank stocks have
suffered in the market place.
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Our expansion and diversification and computer conversion were investments
in the future. They have not yet had time to be reflected in our earnings. Thus,
your Board is convinced that a forced immediate sale will not enable you to
realize the benefits of our business plan.
Regarding bank stock prices, just look at the March 20, 2000 issue of TIME
MAGAZINE: "Interest-rate fears have pummeled financial stocks. Count on some
great values -- soon." Your Board does not want to be forced to give someone
else a "great value." Your Board wants to make sure YOU achieve that value.
YOUR BOARD OF DIRECTORS UNANIMOUSLY URGES YOU TO COMPLETE, SIGN, DATE AND
RETURN MANAGEMENT'S "BLUE" PROXY CARD, IN ITS POSTAGE-PAID ENVELOPE, VOTING
"FOR" ALL OF ITS NOMINEES.
PLEASE DO NOT RETURN THE WHITE PROXY CARD TO THE SEIDMAN GROUP.
IF ANY OF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER
NOMINEE, PLEASE CONTACT THE PARTY RESPONSIBLE FOR YOUR ACCOUNT AND DIRECT THEM
TO VOTE YOUR SHARES FOR YOUR COMPANY'S NOMINEES ON THE "BLUE" PROXY CARD.
Sincerely,
/s/ C. William Landefeld
C. William Landefeld
President and Chief Executive Officer
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ADDITIONAL INFORMATION
INFORMATION REGARDING OUR NOMINEES AND OTHERS
Your Board's nominees for election as Directors at the Annual Meeting are
Arthur W. Mier and Carl A. Borngasser, Jr., both of whom currently are Directors
of Citizens First. Our other Directors, all of whose terms continue, are Paul J.
Hoffman, C. William Landefeld, James A. Shirk, Jeffrey M. Solberg, Lowell M.
Thompson and Ronald C. Wells. For additional information regarding these
nominees, Directors and management, who may be considered participants in this
solicitation, please see Citizens First's Proxy Statement for the Annual Meeting
which was sent to you on March 8, 2000.
SOLICITATION OF PROXIES
The cost of soliciting Management's proxies will be borne by Citizens
First. Citizens First will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable and appropriate expenses incurred by
them in sending Management's proxy materials to the beneficial owners of
Citizens First's Common Stock. Citizens First has retained Georgeson Shareholder
Communications Inc., a professional proxy solicitation firm, to assist in the
solicitation of proxies for a fee of $22,000, plus reimbursement of expenses.
Approximately 50 persons will be utilized by Georgeson Shareholder
Communications Inc. in such solicitation. The total amount estimated to be
expended in connection with this proxy contest is $125,000, which excludes the
amount normally expended in connection with a solicitation for the election of
directors in the absence of a contest, and costs represented by salaries and
wages of regular employees and officers of Citizens First. Approximately $7,000
has been paid to date. In addition to solicitation by mail, directors and
officers of Citizens First may solicit proxies personally, by telegraph, by
facsimile transmission or by telephone without additional compensation.
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YOUR VOTE IS IMPORTANT
1. The Board of Directors urges you to DISCARD the WHITE proxy card recently
sent to you by the Seidman Group. A "WITHHOLD AUTHORITY" vote on the
Seidman Group's White proxy card is NOT a vote for the Board's nominees.
To vote FOR your Company's nominees you MUST execute a BLUE proxy card.
2. If you voted on a White proxy card BUT WISH TO SUPPORT YOUR COMPANY'S
NOMINEES, please sign, date and mail the enclosed BLUE proxy card in the
postage-paid envelope provided as soon as possible.
3. Remember - only your latest dated proxy will determine how your shares are
to be voted at the meeting.
4. If any of your shares are held in the name of a bank, broker or other
nominee, please contact the party responsible for your account and direct
them to vote your shares for your Company's nominees on the BLUE proxy
card.
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5. 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
