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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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LOGO IN BLUE
Remember! Vote Only the "BLUE" Proxy. Do Nothing with the "White" Proxy
April 17, 2000
Dear Fellow Shareholder:
BY NOW, YOU PROBABLY ARE AWARE THAT A DISSIDENT GROUP OF SHAREHOLDERS IS
TRYING TO REPLACE THE TWO NOMINEES CHOSEN BY YOUR BOARD WITH THEIR OWN NOMINEES.
LAWRENCE SEIDMAN IS PRINCIPALLY RESPONSIBLE FOR ORGANIZING THIS EFFORT. WE
BELIEVE SEIDMAN'S CRITICISM OF THE COMPANY IS UNFOUNDED AND WANT TO SET THE
RECORD STRAIGHT.
o SEIDMAN HAS CRITICIZED THE COMPANY'S PERFORMANCE IN 1999 WITHOUT
RECOGNIZING THE POSITIVE CHANGES THE COMPANY UNDERTOOK TO POSITION
IT FOR MUCH IMPROVED EARNINGS IN THE FUTURE.
THE PROOF IS NOW IN. DUE IN LARGE PART TO OUR EFFORTS TO REPOSITION
THE BANK TO COMPETE MORE EFFECTIVELY, EARNINGS FOR THE THREE MONTHS
ENDED MARCH 31, 2000 WERE UP 49% OVER EARNINGS FOR THE THREE MONTHS
ENDED MARCH 31, 1999.
Specifically, Citizens First recently announced net income for the three
months ended March 31, 2000 of $509,000, compared to net income of $341,000 for
the three months ended March 31, 1999, an increase of $168,000 or 49%. Net
income increased because of improved net interest income related to the
restructuring of the Company's earning assets, with a shift from lower-yielding
investment securities to the higher-yielding loans. Net interest income was
$2,684,000 for the three months ended March 31, 2000, compared to $2,376,000 for
the three months ended March 31, 1999, an increase of $308,000 or 13.0%.
We are proud of what we have done in 1999 to position the Company and the
Bank to meet the competitive challenges that will face us in the coming years.
o SEIDMAN CLAIMS HE HAS ONLY "ONE OBJECTIVE -- THE MAXIMIZATION OF OUR
SHARE VALUE."
HOWEVER, IN THE PAST, SEIDMAN HAS BEEN SUCCESSFUL IN GETTING HIMSELF A
BOARD SEAT AND THEN NEGOTIATING LUCRATIVE CONSULTING FEES FOR HIMSELF ON TOP OF
BOARD FEES.
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Case in point: Seidman waged a proxy battle with South Jersey Financial
Corp., Inc. just six months after its thrift subsidiary's conversion from mutual
to stock form, seeking to appoint himself and another individual to the Board of
South Jersey Financial. Once on South Jersey Financial's Board, he was appointed
to the Board of the company's thrift subsidiary as well. By getting himself on
both Boards, he managed to position himself to earn Board fees from both
entities. BUT, EARNING OVER $10,000 FOR ATTENDANCE AT PERIODIC BOARD MEETINGS
WAS NOT ENOUGH FOR SEIDMAN. AS REPORTED IN SOUTH JERSEY'S PROXY STATEMENT, MR.
SEIDMAN ARRANGED A NICE DEAL FOR HIMSELF -- A CONSULTING AGREEMENT FOR $45,000
IN ADDITION TO HIS BOARD FEES.
o SEIDMAN SUGGESTS THAT CITIZENS FIRST SHOULD NOT ENGAGE IN COMMERCIAL
LENDING. HOWEVER, SEIDMAN FAILS TO EXPLAIN HOW HE BELIEVES THE
COMPANY CAN REMAIN COMPETITIVE AND ENHANCE EARNINGS WITHOUT
REPOSITIONING ITS BANK SUBSIDIARY TO ENGAGE IN MORE ACTIVITIES THAT
COMMERCIAL BANKS ENGAGE IN. FURTHER HE FAILS TO TELL YOU WHAT
CITIZENS FIRST HAD DONE TO DECREASE THE RISK ASSOCIATED WITH THESE
ACTIVITIES.
The Company does not enter into risky ventures. Instead, we have carefully
researched each new opportunity and ensure that we have qualified staff to
oversee those activities. Specifically, before expanding our operations to
include more commercial business and real estate loans, we hired a commercial
loan officer who had 12 years of commercial lending experience at a large
Midwest commercial bank and an excellent record. Since being hired three years
ago, Citizens First's commercial loan officer has overseen the origination of
$150.0 million in commercial business and real estate loans. In three years
there have been no delinquencies on loans brought in by our commercial loan
officer. Seidman has also criticized the Company's involvement with insurance
agency services. However, Seidman never mentions that before engaging in those
activities, the Company's Board carefully considered the risks and hired two
individuals with over 15 years experience each in the insurance agency business.
Their expertise has already paid off and the Board expects it to continue to be
a positive venture for the Company and enhance the earnings of the Company.
o SEIDMAN CLAIMS WE ARE OPPOSED TO A SALE AND THAT WE ARE REFUSING TO
EVEN CONSIDER A COURSE OF ACTION THAT COULD BE FINANCIALLY
BENEFICIAL FOR ALL SHAREHOLDERS.
We are not opposed to a sale. But we are opposed to a forced sale in this
market when analysts of bank and thrift stocks believe the stocks in the
financial sector generally, and bank and thrift stocks specifically, are
undervalued. Why would we sell now, even at a premium over current market value,
when if we wait for bank and thrift stocks to recover, we could get
substantially more for our shareholders? We cannot be sure of what the future
holds, but we strongly believe patience will payoff and that we will begin to
see thrift stocks and Citizens First's stock recovering in the near future.
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o MR. SEIDMAN HIMSELF ACKNOWLEDGES THAT "MANAGEMENT OF ANY COMPANY
CANNOT BE RESPONSIBLE FOR HOW THE MARKET VALUES THE WORTH OF A
COMPANY." WE AGREE. WE HOPE YOU CONTINUE TO SUPPORT US AND OUR
EFFORTS TO ENHANCE SHAREHOLDER VALUE FOR YOU, OUR SHAREHOLDER.
We urge you to vote the "Blue" Proxy for management's nominees and Do
Nothing with the "White" proxy.
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Sincerely,
/s/ C. William Landefeld
C. William Landefeld
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YOUR VOTE IS IMPORTANT
1. The Board of Directors urges you to DISCARD any WHITE proxy card 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 vote 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.
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:
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IF YOU HAVE ANY QUESTIONS 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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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.
INSPECTOR OF ELECTION
Your proxy returned in the enclosed envelope will be delivered to the
Company's transfer agent, Registrar and Transfer Company ("R&T"). The Board now
has designated CT Corporation System ("CT") to act as inspector of election at
the Annual Meeting. CT is not otherwise employed by, or a Director of, the
Company or any of its affiliates. After final adjournment of the Annual Meeting,
proxies will be returned to the Company.
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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
___ _____________ _______
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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.
