<PAGE>
SCHEDULE 14A
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ x ]
Check the appropriate box:
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 Pursuant to Rule 14a-11 (c) or Rule 14a-12
CITIZENS FIRST FINANCIAL CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
COMMITTEE TO PRESERVE SHAREHOLDER VALUE
- --------------------------------------------------------------------------------
(Name of Person (s) filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14 (a)-6(i) (4) and
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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:
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5) Total Fee Paid:
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[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
CITIZENS FIRST FINANCIAL CORP.
________________
ANNUAL MEETING OF STOCKHOLDERS
April 24, 2000
___________________
PROXY STATEMENT OF THE CITIZENS FIRST FINANCIAL CORP.COMMITTEE
TO PRESERVE SHAREHOLDER VALUE (THE "COMMITTEE")
[OPPOSES THE BOARD OF
DIRECTORS OF CITIZENS FIRST FINANCIAL CORP.]
This Proxy Statement and WHITE proxy card are being furnished to holders of the
common stock (the "Stockholders"), par value $.01 per share (the "Common Stock")
of Citizens First Financial Corp. (the "Company") a Delaware Corporation, in
connection with the solicitation of proxies (the "Proxy Solicitation") by the
Citizens First Financial Corp. Committee to Preserve Shareholder Value (the
"Committee"). The Annual Meeting of Stockholders is to be held on April 24, 2000
at 3:00 p.m. (local time), at the Jumer Chateau, 1601 Jumer Drive, Bloomington,
Illinois (the "Annual Meeting"). Stockholders who own the Common Stock on March
1, 2000 will be entitled to vote ("Annual Meeting Record Date"). The Company's
principal executive offices are located at 2101 North Veterans Parkway,
Bloomington, Illinois 61704.
At the Annual Meeting, the Company will be seeking (i) the election of two
Directors for a term of three years or until his successor has been elected and
qualified and (ii) ratification of the appointment of OLIVE LLP, as independent
auditors.
The Committee members own approximately 96,750 shares (4.94%) of the Company's
outstanding Common Stock and are soliciting the votes of other Stockholders to
elect two Directors at this year's Annual Meeting. The Committee is soliciting
your proxy in support of the election of Lawrence B. Seidman ("Seidman") and
James D. Dickinson ("Dickinson") the ("Committee Nominees") to the Company's
Board of Directors.
The Committee consists of Seidman and Associates, L.L.C. ("SAL"), a New Jersey
Limited Liability Company; Seidman Investment Partnership, L.P.; ("SIP"), a New
Jersey Limited Partnership; Seidman Investment Partnership II, L.P.("SIP II");
Kerrimatt, L.P. ("Kerrimatt"); Federal Holdings, LLC ("Federal");Dickinson and
Seidman, individually. This Proxy Statement and WHITE proxy card are being first
mailed or furnished to Stockholders on or about March 10, 2000.
The Committee's goal is to preserve shareholder value and it is the opinion of
the Committee that one of the best ways to accomplish this goal is through the
representation of significant shareholders on the Board of Directors. Through
representation on the Board of Directors, the Committee Nominees will attempt to
persuade the Board of Directors to: (i) accelerate the Company's share
repurchase program; and (ii)retain an investment banker to determine the value
of the Company in a sale versus remaining independent.
Remember, your last dated proxy is the only one which counts, so return the
WHITE card even if you delivered a prior proxy. We urge you not to return any
proxy card sent to you by the Company.
Your vote is important, no matter how many or how few shares you hold. If your
shares are held in the name of a brokerage firm, bank, or nominee, only they can
vote your shares and only upon receipt of your specific instructions.
Accordingly, please return the WHITE proxy card in the envelope provided by your
Bank or Broker or contact the person responsible for your account and give
instructions for such shares to be voted for the Committee Nominees.
If your shares are registered in more than one name, the WHITE proxy card should
be signed by all such persons to ensure that all shares are voted for the
Committee's Nominees.
Please refer to the Company's proxy statement for a full description of
management's proposals, the securities ownership of the Company, the share vote
required to ratify each proposal, information about the Company's Officers and
Directors, including compensation, information about the ratification of the
appointment of OLIVE, LLP, as independent auditors and the date by which
Stockholders must submit proposals for inclusion in the next Annual Meeting.
<PAGE>
Holders of record of shares of Common Stock on the Annual Meeting Record Date
are urged to submit a proxy even if such shares have been sold after that date.
The number of shares of Common Stock outstanding as of the Annual Meeting Record
Date is 1,958,015. Each share of Common Stock is entitled to one vote at the
Annual Meeting.
If you have any questions or need assistance in voting your shares, please call:
Beacon Hill Partners, Inc.
90 Broad Street
New York, New York 10004
(Call Toll Free (800) 755-5001)
<PAGE>
THE COMMITTEE'S GOAL:
OUR GOAL IS TO MAXIMIZE THE VALUE
OF THE COMPANY'S STOCK FOR ALL
STOCKHOLDERS.
The Committee believes its fellow Stockholders have the same goal: to maximize
the value of the Company's stock they purchased. The Committee believes that the
Company should immediately retain an investment banker to explore a sale of the
Company at a premium. Concurrently, the investment banker should also evaluate
whether the Company can make in-market accretive acquisitions (acquisitions that
will add to the earnings per share of the Company within one year). The
Committee does not believe that the value of the Company's stock can be
maximized solely through internal growth. Notwithstanding whether the Company is
an acquirer, or seller, the Company must become more aggressive in repurchasing
its shares. If the Company cannot grow through accretive acquisitions, then the
goal to maximize value can be accomplished most effectively by selling the
Company. The only way the Committee can be assured that its proposals receive
appropriate consideration is through Board representation. The Committee has
urged management to pursue acquisition/merger discussions with potentially
interested banks so the Company could properly compare the economic benefits of
an acquisition of other financial institutions to a sale of the Company. The
Company is aware that after Mr. Seidman filed a Schedule 13D with respect to
Eagle BancGroup, Inc. ("EGLB"), a bank also located in Bloomington. EGLB was
sold to First Busey Corporation at a significant premium.
The Company's stock, based upon its closing price of $15.00 on March 6, 2000, is
trading at 88.6% of its December 31, 1999 $16.92 book value and 25.86 times its
December 31, 1999 diluted earnings per share. In the opinion of the Committee,
unless the Company can do an accretive acquisition, a sale of the Company at
this time may be more beneficial than the Company remaining an independent
financial institution, especially because of the Company's relative low equity
to asset ratio of approximately 10.8%. These facts are supported by the
following chart, which reflects the price to book value, equity to asset ratio
and price to earnings multiple paid in connection with the below list of
mergers:(The EGLB transaction is the closest comparable to the Company because
of location.)
SEVERAL 1999 COMPLETED ILLINOIS THRIFT MERGERS
DATE TARGET/ TOTAL FINAL DEAL PRICE EQUITY
COMPLETED ACQUIRER ASSETS* DIVIDED BY TO
Book LTM ASSET
Value(%) EPS (X) RATIO
- -------------------------------------------------------------------------------
1/31/99 First Mutual Bancorp 374.7M 121 35.5 15.1
Union Planters Corp 31.7B
4/30/99 Calumet Bancorp Inc. 479.1M 115 18.5 18.33
FBOP Corporation 3.2B
10/01/99 St. Paul Bancorp, Inc. 6,032.8B 183 29.42 8.33
Charter One Financial 24,554.8B
10/29/99 Eagle BancGroup, Inc. 177.9M 142 33.87 10.68
First Busey Corp. 958.4M
*As of December 31, 1999, the Company had $316 million in total assets.
SALE OF CBK'S EUREKA, ILLINOIS BRANCH
On January 11, 2000, Citizens First Financial Corp. ("CBK") announced a sale of
its Eureka, Illinois branch facility to Morton Community Bank. The branch has
approximately $26 million in deposits and was sold for approximately a ten (10%)
percent deposit premium. After the sale CBK, based upon the December 31, 1999
financial statement, will still have approximately $195 million in deposits.
Based solely upon a sale of the balance of the Company for the same 10% deposit
premium CBK stock would be worth approximately $26.43 per share which is
approximately a $10.00 premium over its present trading price.
If a sale of the Company is not possible at a satisfactory price, the Committee
Nominees, if elected, will work to increase the Company's earnings, earnings per
share, earning assets and deposits and will strongly recommend that the Company
aggressively pursue its stock repurchase program. The Board of Directors of the
Company would have to determine a satisfactory price which could be either all
cash or a combination of cash and stock. To accomplish the Committee's goal,
Seidman and Dickinson, if elected, will need the cooperation of three of the
other Directors.
When you return the Committee's proxy card you are only voting for Seidman and
Dickinson.
<PAGE>
THEREFORE A VOTE FOR THE
COMMITTEE NOMINEES IS A VOTE
TO START THE PROCESS TO
ACCELERATE THE SHARE REPURCHASE
PROGRAM, ATTEMPT TO DO AN
ACCRETIVE ACQUISITION AND
IF NOT POSSIBLE SELL
THE COMPANY FOR A PREMIUM
PRICE WHICH IS OPPOSED BY THE
PRESENT BOARD AND MANAGEMENT
Each Stockholder should be aware that the present election is only to elect a
Director to the Board of Directors of the Company and has nothing to do with the
election of Directors to Citizens Savings Bank, F.S.B., (the "Association"), the
wholly owned banking subsidiary of the Company. The present Directors of the
Company, even if Seidman and Dickinson win this election, will still be able to
appoint the Board of Directors of the Association, including the Company
Nominees, even if they lose the election.
The Committee bases its position that the Board of Directors and Management of
the Company oppose a sale upon a statement to Seidman by the President of the
Company. Specifically, the President has told Mr. Seidman that at the present
time the Board is not interested in selling the Company.
THE COMPANY'S STOCK PRICE
Since the Company's last Annual Meeting held on April 26, 1999 to February 7,
2000, the date that Seidman notified the Company of his intention to seek Board
representation, the Company's stock price had declined from $13.875 to $12.875,
an approximate 7.2% decline. Since the February 7, 2000 notification, the stock
has increased in price from $12.875 to approximately $15.00 as of March 6, 2000.
Based upon the above charts which detail the price paid for the completed and
pending thrift acquisition in Illinois, the Committee believes that the Company
could be sold for a significant premium over its present trading price of $15.00
(March 6, 2000), however there is no guarantee that this can be accomplished.
MR. SEIDMAN'S PAST HISTORY OF PROMOTING THE
MAXIMIZATION OF SHAREHOLDER VALUE
Mr. Seidman recently has been involved in proxy contests with three separate
companies, Wayne Bancorp, Inc. ("WYNE"), IBS Financial Corp.("IBSF") and South
Jersey Financial Corp. ("SJFC") seeking to maximize shareholder value by a sale
of the respective companies. WYNE and IBSF were sold at significant premiums to
their book value and earnings, as shown by the following chart:
Announced
Multiples [X]
Seller Buyer Book Value % LTM EPS [X]
- --------------------------------------------------------------------------------
Wayne Bancorp, Inc. Valley National Bancorp 2.00 31.7
IBS Financial Corp. Hudson United Bancorp. 1.76 38.0.
Mr. Seidman, as a representative for others, including some of the Committee
members, won a proxy contest against South Jersey Financial Corporation ("SJFC")
and caused two directors, out of the three directors up for election, to be
elected to the SJFC Board. Mr. Seidman and Richard Baer presently are members of
the SJFC Board.
In addition, Mr. Seidman filed a Schedule 13D disclosing a plan to maximize
shareholder value through a sale of 1st Bergen Bancorp, Inc. ("FBER") and Eagle
BancGroup, Inc. ("EGLB"). Both institutions were sold shortly after the
respective announcement. FBER was sold to Kearney Savings Bank for 146 % of book
value and 34.4 times earnings. EGLB was sold to First Busey Corporation for
1.36% of book value and 33 times earnings. These companies were sold at a
significant premium to book value and earnings and its prevailing stock price.
There is no guarantee that the Company can be sold for a premium equal to or
greater than the premium paid for the other companies mentioned in this proxy
statement.
On February 25, 1999, Mr. Seidman, as a representative for others, including
some of the Committee Members, entered into an Agreement with CNYF Financial
Corporation ("CNYF"), wherein CNYF agreed to increase the size of its Board of
Directors by one and to add Seidman as a Director. Mr. Seidman and the Members
of the Committee involved agreed to certain restrictions. The material
restrictions in this Agreement established the following undertakings: (i) to
not acquire more than 9.9% of the outstanding CNYF stock before its year 2000
Annual Meeting; (ii) to vote for the CNYF stock option and restricted stock plan
and amendments thereto; (iii) to not solicit proxies or submit proposals prior
to the year 2000 Annual Meeting; (iv) to vote all shares in favor of Seidman and
the two (2) Board Nominees at the 1999 Annual Meeting; and (v) not to do
anything indirectly that it could not do directly. Mr. Seidman voted his shares
in support of CNYF stock based compensation plans and he became a director of
CNYF. Mr. Seidman agreed to the restrictions because it was his opinion that the
CNYF directors and management were focused on maximizing shareholder value, and
the Agreement would accelerate the accomplishment of this goal. Mr. Seidman is
still a director of CNYF. On December 29, 1999, CNYF was sold to Niagara Bancorp
for $18.75 per share which was approximately 130% of book value and 27.57 times
the last twelve months earnings.
<PAGE>
ELECTION OF SEIDMAN AND DICKINSON AS DIRECTORS
Lawrence Seidman is 52 years old and his address is 19 Veteri Place, Wayne, NJ
07470. Since March 10, 1999, Mr. Seidman has been the President, General Counsel
and a Director of Menlo Acquisition Corporation. Mr. Seidman is also Manager of
Seidman & Associates, L.L.C., President of Veteri Place Corp., the sole General
Partner of Seidman Investment Partnership, LP, Seidman Investment Partnership
II, LP, Manager, of Federal Holdings, L.L.C. and business consultant to certain
partnerships and individuals, including, but not limited to, Kerrimatt, LP. He
is also a director of CNYF and SJFC and their respective bank subsidiaries.
James D. Dickinson is 62 years old and his address is 1301 East Washington
Street, Bloomington, IL 61701. During the period from October 1976 to March 1,
2000, Mr. Dickinson was employed by Illinois Healthcare Insurance Company,
American Union Insurance Company and other companies of the Union Insurance
Group. Mr. Dickinson retired on February 29, 2000, as Vice President-Treasurer
and Controller of the Illinois Healthcare Insurance Company and American Union
Insurance Company. Starting on March 1, 2000, Mr. Dickinson will become a
consultant to American Union Insurance Company, Illinois Healthcare Insurance
Company and a self-employed accountant.
The members of the Committee have agreed to act in concert; however, they have
expressly reserved the right to terminate their agreement to act in concert.
During the last ten (10) years: (i) none of the Committee members has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); (ii) none of the Committee Members, has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree, or final
order enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws, or finding any violation with respect to such
laws; (iii) the Committee Members, other than SIPII, Kerrimatt and Dickinson,
were parties to a civil proceeding which ultimately mandated activities that
were subject to federal securities laws. Specifically, a civil action was filed
by IBSF, during the proxy contest with certain members of the Committee, in the
U.S. District Court. [This litigation named the Members of the Committee, as
Defendants; except, SIPII, Kerrimatt and Dickinson.] The claim was made that
three members on the Committee did not make all of the disclosures required by
the Securities Exchange Act of 1934. The District Court entered a Judgment
dismissing the claims made by IBSF. The Third Circuit Court of Appeals reversed
in part, and remanded the matter, determining that two (2) additional
disclosures should have been made. Pending the remand, an Amended Schedule 13D
was filed making additional disclosures with regard to Seidcal Associates and
Kevin Moore concerning the background, biographical and employment, information
on Brant Cali of Seidcal and Kevin Moore of Federal. Thereafter, the District
Court entered a Judgment After Remand which directed the inclusion of these
disclosures in the Schedule 13D.
None of the Committee members is, or was within the past year, a party to any
contract, arrangements or understandings with any person with respect to any
securities of the registrant, including, but not limited to joint ventures, loan
or option arrangements, puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits, or the giving or withholding of proxies.
In addition none of the Committee members or any associates of the Committee
members have any arrangement or understanding with any person (a) with respect
to any future employment by the Company or its affiliates; or (b) with respect
to any future transactions to which the Company or any of its affiliates will or
may be a party.
As shown on Appendix B, certain of the Participants sold CBK stock within the
past two years.
Mr. Seidman is the manager of SAL and Federal, and is the President of the
Corporate General Partner of SIP and SIPII and the investment manager for
Kerrimatt; and, in that capacity, Mr. Seidman has the authority to cause those
entities to acquire, hold, trade, and vote these securities. SAL, SIP, SIP II,
Kerrimatt and Federal were all created to acquire, hold, and sell
publicly-traded securities. None of these entities was formed to solely acquire,
hold, and sell the Company's securities. Each of these entities owns securities
issued by one or more companies other than the Company. The members and limited
partners in SIP, SIP II, SAL, Kerrimatt and Federal are all passive investors,
who do not - and cannot - directly, or indirectly, participate in the management
of these entities, including without limitation proxy contests. Seidman's
compensation is, in part, dependent upon the profitability of the operations of
these entities, but no provision is made to compensate Seidman solely based upon
the profits resulting from transactions from the Company's securities.
On November 8, 1995, the acting Director of the Office of Thrift Supervision
("OTS") issued a Cease and Desist Order against Seidman ("C & D"), after finding
that Seidman recklessly engaged in unsafe and unsound practices in the business
of an insured institution. (See Note 1 of Appendix A.)
The voting power over the Company's securities is not subject to any
contingencies beyond standard provisions for entities of this nature (i.e.,
limited partnerships and limited liability companies) which govern the
replacement of a manager or a general partner.
Additional Information concerning the Committee is set forth in Appendices A and
B hereto. Each of the individuals listed on Appendix A attached hereto is a
citizen of the United States.
AUDITORS
The Committee has no objection to the ratification of the appointment of OLIVE ,
LLP, as independent accountants for the Company for the fiscal year ending
December 31, 2000.
SOLICITATION; EXPENSES
Proxies may be solicited by the Committee by mail, advertisement, telephone,
facsimile, telegraph, and personal solicitation. Phone calls will be made to
individual shareholders by Dickinson and Seidman and employees of Beacon Hill
Partners, Inc. Seidman and Dickinson will be principally responsible to solicit
proxies for the Committee and certain of Seidman's employees will perform
secretarial work in connection with the solicitation of proxies, for which no
additional compensation will be paid. Banks, brokerage houses, and other
custodians, nominees, and fiduciaries will be requested to forward the
Committee's solicitation material to their customers for whom they hold shares
and the Committee will reimburse them for their reasonable out-of-pocket
expenses. The Committee has retained Beacon Hill Partners, Inc. to assist in the
solicitation of proxies and for related services. The Committee will pay Beacon
Hill Partners, Inc. a fee of up to $20,000 and has agreed to reimburse it for
its reasonable out-of-pocket expenses. In addition, the Committee has also
agreed to indemnify Beacon Hill Partners, Inc. against certain liabilities and
expenses, including liabilities and expenses under the federal securities laws.
The Securities and Exchange Commission deems such an indemnification to be
against public policy. Approximately six (6) persons will be used by Beacon Hill
Partners, Inc. in its solicitation efforts.
The entire expense of preparing, assembling, printing, and mailing this Proxy
Statement and related materials and the cost of soliciting proxies will be borne
by Seidman, SAL, SIP and SIP II.
Although no precise estimate can be made at the present time, the Committee
currently estimates that the total expenditures relating to the Proxy
Solicitation incurred by the Committee will be approximately $25,000 of which
$1,000 has been incurred to date. The Committee intends to seek reimbursement
from the Company for those expenses incurred by the Committee, if the
Committee's Nominees are elected, but does not intend to submit the question of
such reimbursement to a vote of the Stockholders.
For the proxy solicited hereby to be voted, the enclosed WHITE proxy card must
be signed, dated, and returned to the Committee, c/o Beacon Hill Partners, Inc.,
in the enclosed envelope in time to be voted at the Annual Meeting. If you wish
to vote for the Committee Nominees, you must submit the enclosed WHITE proxy
card and must NOT submit the Company's proxy card. If you have already returned
the Company's proxy card, you have the right to revoke it as to all matters
covered thereby and may do so by subsequently signing, dating, and mailing the
enclosed WHITE proxy card. ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE ANNUAL
MEETING. Execution of a WHITE proxy card will not affect your right to attend
the Annual Meeting and to vote in person. Any proxy may be revoked as to all
matters covered thereby at any time prior to the time a vote is taken by (i)
filing with the Secretary of the Company a later dated written revocation; (ii)
submitting a duly executed proxy bearing a later date to the Committee; or (iii)
attending and voting at the Annual Meeting in person. Attendance at the Annual
Meeting will not in and of itself constitute a revocation.
Shares of Common Stock represented by a valid, unrevoked WHITE proxy card will
be voted as specified. You may vote for the Committee's Nominees or withhold
authority to vote for the Committee's Nominees by marking the proper box on the
WHITE proxy card. Shares represented by a WHITE proxy card where no
specification has been made will be voted for the Committee's Nominees and for
OLIVE LLP, as auditors.
Except as set forth in this Proxy Statement, the Committee is not aware of any
other matter to be considered at the Annual Meeting. The persons named as
proxies on the enclosed WHITE proxy card will, however, have discretionary
voting authority as such proxies regarding any other business that may properly
come before the Annual Meeting.
If your shares are held in the name of a brokerage firm, bank, or nominee, only
they can vote such shares and only upon receipt of your specific instructions.
Accordingly, please return the proxy in the envelope provided to you or contact
the person responsible for your account and instruct that person to execute on
your behalf the WHITE proxy card.
Only holders of record of Common Stock on the Annual Meeting Record Date will be
entitled to vote at the Annual Meeting. If you are a Stockholder of record on
the Annual Meeting Record Date, you will retain the voting rights in connection
with the Annual Meeting even if you sell such shares after the Annual Meeting
Record Date. Accordingly, it is important that you vote the shares of Common
Stock held by you on the Annual Meeting Record Date, or grant a proxy to vote
such shares on the WHITE proxy card, even if you sell such shares after such
date.
<PAGE>
The Committee believes that it is in your best interest to elect the Committee's
Nominees as Directors at the Annual Meeting. THE COMMITTEE STRONGLY RECOMMENDS A
VOTE FOR THE COMMITTEE NOMINEES AND FOR THE PROPOSED AUDITORS.
THE CITIZEN FIRST FINANCIAL CORP.COMMITTEE TO PRESERVE SHAREHOLDER VALUE.
I M P O R T A N T !!!
If your shares are held in "Street Name" only your bank or broker can vote your
shares and only upon receipt of your specific instructions. Please return the
proxy provided to you or contact the person responsible for your account and
instruct them to vote for the Committee's Nominees on the WHITE proxy card.
If you have any questions, or need further assistance, please call Lawrence
Seidman at 973-560-1400, Extension 108, or, our proxy solicitor: Beacon Hill
Partners, Inc., 90 Broad Street, New York, New York 10004, at 800-755-5001.
<PAGE>
APPENDIX A
THE COMMITTEE TO MAXIMIZE SHAREHOLDER
VALUE AND ITS NOMINEES
The participants who comprise the Committee own in the aggregate 96,750 shares
of Common Stock, representing approximately 4.94% of the shares outstanding and
are as follows:
Seidman and Associates, L.L.C. ("SAL"), is a New Jersey limited liability
company, organized to invest in securities, whose principal and executive
offices are located at 19 Veteri Place, Wayne, New Jersey 07470. Lawrence
Seidman is the Manager of SAL and has sole investment discretion and voting
authority with respect to such securities.
Seidman Investment Partnership, L.P. ("SIP"), is a New Jersey limited
partnership, whose principal and executive offices are located at 19 Veteri
Place, Wayne, NJ 07470. Veteri Place Corporation is the sole General Partner of
SIP and Lawrence Seidman is the only shareholder director and officer of Veteri
Place Corporation. Seidman has sole investment discretion and voting authority
with respect to such securities.
Seidman Investment Partnership II, L.P. ("SIPII"), is a New Jersey limited
partnership, whose principal and executive offices are located at 19 Veteri
Place, Wayne, NJ 07470. Veteri Place Corporation is the sole General Partner of
SIPII and Lawrence Seidman is the only shareholder director and officer of
Veteri Place Corporation. Seidman has sole investment discretion and voting
authority with respect to such securities.
Kerrimatt, LP (Kerrimatt), is a limited partnership formed, in part, to invest
in stock of public companies whose principal and executive offices are located
at 80 Main Street, West Orange, New Jersey 07052. Lawrence Seidman has the sole
investment discretion and voting authority with respect to such securities until
May 2000.
Federal Holdings L.L.C. ("Federal"), is a New York limited liability company,
organized to invest in securities, whose principal and executive offices are
located at One Rockefeller Plaza, 31st Floor, New York, NY 10020. Lawrence B.
Seidman is the Manager of Federal and has sole investment discretion and voting
authority with respect to such securities.
Seidman is a private investor, with discretion over certain client accounts and
is the Manager of Federal and SAL, and the President of the Corporate General
Partner of SIP and SIP II and the investment manager of Kerrimatt. See Footnote
No. 1 below for information concerning regulatory action.
James D. Dickinson is a private investor.
<PAGE>
Name Business Address # of shares of
common stock
beneficially owned % of Class
Seidman and Associates 100 Misty Lane 19,200 *
L.L.C. (SAL) Parsippany, NJ 07054
Seidman Investment 19 Veteri Place 17,300 *
Partnership, L.P. (SIP) Wayne, NJ 07470
Seidman Investment 19 Veteri Place 9,300 *
Partnership II, L.P. Wayne, NJ 07470
(SIPII)
Kerrimatt, LP 80 Main St. 12,400 *
West Orange, NJ 07052
Federal Holdings, LLC One Rockefeller Plaza 9,300 *
New York, NY 10020
Lawrence B. Seidman (1) 100 Misty Lane 80,300 4.10%
Parsippany, NJ 07054
James D. Dickinson 1301 East Washington St. 16,450 *
Bloomington, Il 61701
______________________________________
(1)Sonia Seidman, Seidman's wife owns 3,000 shares which are included in the
above share ownership. Seidman may be deemed to have sole voting power and
dispositive power as to 80,300 shares beneficially owned by SIP, SIP II, SAL,
Kerrimatt and Federal. On November 8, 1995, the acting director of the Office of
Thrift Supervision (OTS) issued a Cease and Desist Order against Seidman ("C &
D") after finding that Seidman recklessly engaged in unsafe and unsound
practices in the business of an insured institution. The C & D actions
complained of were Seidman's allegedly obstructing an OTS investigation. The C &
D ordered him to cease and desist from (i) any attempts to hinder the OTS in the
discharge of its regulatory responsibilities, including the conduct of any OTS
examination or investigation; and (ii) any attempts to induce any person to
withhold material information from the OTS related to the performance of its
regulatory responsibilities. The Order also provides that for a period of no
less than three (3) years if Seidman becomes an institution-affiliated party of
any insured depository institution subject to the jurisdiction of the OTS, to
the extent that his responsibilities include the preparation or review of any
reports, documents, or other information that would be submitted or reviewed by
the OTS in the discharge of its regulatory functions, all such reports,
documents, and other information shall, prior to submission to, or review by the
OTS, be independently reviewed by the Board of Directors or a duly appointed
committee of the Board to ensure that all material information and facts have
been fully and adequately disclosed. In addition, a civil money penalty in the
amount of $20,812 was assessed.
<PAGE>
TOTAL COSTS/
DATE PRICE PROCEEDS SHARES
- -------------------------------------------------------------------------------
SEIDMAN & ASSOCIATES LLC
7999 14.675 147375 10,000
7999 14.50 147375 10,000
71399 14.50 72750 5,000
71999 14.875 71640 4,800
81399 14.50 149719.5 10,290
82599 14.50 7099.76 500
82799 15.25 -151,994.92 -10,000
82799 15.25 -151,994.92 -10,000
82799 15.25 -75,997.46 -5,000
82799 15.25 -72,957.56 -4,800
82799 15.25 -156,402.76 -10,290
9899 14.5 -7,099.76 -500
121399 12.18 146,100.00 12,000
1600 11.80 17,700.00 1,500
12600 12.05 68,659.92 5,700
2300 12.18 119,840.28 9,800
- -----------------------------------------------------------------------------
SUB-TOTAL 331,812.08 29,000
SEIDMAN INVEST. PARTNERSHIP,LP
71299 14.5 11,558.40 800
71399 14.5 21,825.00 1,500
81399 14.5 36,375.00 2,500
82799 15.25 -12,159.59 -800
82799 15.25 -37,998.73 -2,500
82799 15.25 -22,799.24 -1,500
121399 12.18 79,137.50 6,500
121599 12.08 18,126.00 1,500
122099 11.97 17,933.40 1,500
122399 12.01 33,624.36 2,800
12400 11.93 13,117.50 1,100
12800 12.05 208,933.76 3,900
- -----------------------------------------------------------------------------
SUB-TOTAL 367,673.36 17,300
LAWRENCE B. SEIDMAN & CLIENTS
11000 11.80 4,720.00 400
11100 11.80 30,680.00 2,600
- -----------------------------------------------------------------------------
SUB-TOTAL 35,400.00 3,000
KERRIMATT, LP
81399 14.50 72,750.00 5,000
82799 15.25 -75,997.45 -5,000
121399 12.18 79,137.50 6,500
122399 12.01 33,624.36 2,800
11900 11.93 23,850.00 2,000
12400 11.93 13,117.50 1,100
- -----------------------------------------------------------------------------
SUB-TOTAL 146,481.91 12,400
FEDERAL HOLDINGS LLC
81399 14.5 72750 5000
82799 15.25 -75997.45 -5000
121399 12.18 79,137.50 6,500
121699 12.18 15,827.50 1,300
122099 11.96 17,933.40 1,500
- -----------------------------------------------------------------------------
SUB-TOTAL 109,650.95 9,300
SEIDMAN INVEST. PARTNERSHIP II, LP
71399 14.5 72,750.00 5000
81399 14.5 72,750.00 5000
82799 15.25 -75,997.45 -5000
82799 15.25 -75,997.45 -5000
121399 12.18 79,137.50 6,500
122099 11.96 17,933.40 1,500
1500 11.93 15,502.50 1,300
- -----------------------------------------------------------------------------
SUB-TOTAL 106,078.50 9,300
JAMES D. DICKINSON
5196 10.00 264,500.00 26,450
8796 10.13 -50,413.12 -5,000
81996 10.63 -52,910.28 -5,000
- -----------------------------------------------------------------------------
SUB-TOTAL 161,176.60 16,450
TOTAL 1,258,273.40 96,750
<PAGE>
P R O X Y
THIS PROXY IS SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF CITIZENS
FIRST FINANCIAL CORP. BY CITIZENS FIRST FINANCIAL CORP.COMMITTEE TO PRESERVE
SHAREHOLDER VALUE.
ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Lawrence B. Seidman and James D. Dickinson with
full power of substitution, as Proxy for the undersigned, to vote all shares of
common stock, par value $.01 per share of Citizens First Financial Corp., (the
"Company"), which the undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held on April 24, 2000, at 10:00 a.m. (local time) or any
adjournment(s) or postponement(s) thereof (the "Meeting"), as follows:
<PAGE>
1. ELECTION OF DIRECTORS - To elect LAWRENCE B. SEIDMAN AND JAMES D. DICKINSON
-- FOR -- WITHHOLD
To withhold authority to vote for the election of Lawrence Seidman or James D.
Dickinson, write the respective name in the following space or withhold
authority for Lawrence Seidman and James D. Dickinson by placing an X next to
Withhold.)
2. APPOINTMENT OF OLIVE, LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2000:
For ___ Against ___ Abstain __
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned Stockholder. Unless otherwise specified, this proxy will be
voted "FOR" the election of the Committee's Nominees as a Director and "FOR" the
appointment of OLIVE, LLP, the independent accountants. This proxy revokes all
prior proxies given by the undersigned.
In his discretion, the proxy is authorized to vote upon such other business as
may properly come before the meeting, or any adjournments or postponements
thereof, as provided in the proxy statement provided herewith.
Please sign exactly as your name appears hereon or on your proxy cards
previously sent to you. When shares are held by joint tenants, both should sign.
When signing as an attorney, executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please sign in full
corporation name by the President or other duly authorized officer. If a
partnership, please sign in partnership name by authorized person. This proxy
card votes all shares held in all capacities.
Dated:___________________________________
_________________________________________
(Signature)
_________________________________________
(Signature, if jointly held)
Title: ____________________________________
PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY.
