<PAGE> 1
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 [ ]
[X] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
CITIZENS FIRST FINANCIAL CORP.
------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------
(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
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
N/A
----------------------------------------------------------------------
(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
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction: N/A
--------------------
(5) Total fee paid: N/A
-----------------------------------------------------
[ ] Fee paid previously with preliminary materials: N/A
---------------------------
[ ] 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
---------------------------------------------
(2) Form, Schedule or Registration Statement No.: N/A
-----------------------
(3) Filing Party: N/A
-------------------------------------------------------
(4) Date Filed: N/A
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<PAGE> 2
CITIZENS FIRST FINANCIAL CORP.
2101 NORTH VETERANS PARKWAY
BLOOMINGTON, ILLINOIS 61704
(309) 661-8700
March __, 2000
Dear Shareholder:
I am pleased to invite you to attend Citizens First Financial Corp.'s 2000
annual meeting of shareholders on Monday, April 24, 2000. We will hold the
meeting at 10:00 a.m., local time, at Jumer's Chateau, 1601 Jumer Drive,
Bloomington, Illinois.
On the page following this letter, you will find the Notice of Meeting
which lists the matters to be considered at the meeting. Following the Notice of
Meeting is the proxy statement which describes these matters and provides you
with additional information about our Company. Also enclosed you will find your
white proxy card, which allows you to vote on these matters, and the Company's
1999 Annual Report.
Your vote is important. A majority of the common stock must be
represented, either in person or by proxy, to constitute a quorum for the
conduct of business. PLEASE COMPLETE AND MAIL IN YOUR WHITE PROXY CARD PROMPTLY,
EVEN IF YOU PLAN TO ATTEND THE MEETING. You can attend the meeting and vote in
person, even if you have sent in a proxy card.
The Board of Directors recommends that shareholders vote FOR each of the
proposals stated in this proxy statement.
The rest of the Board and I look forward to seeing you at the meeting.
Whether or not you can attend, we greatly appreciate your cooperation in
returning the white proxy card.
Sincerely,
/s/ C. William Landefeld
C. William Landefeld
PRESIDENT AND CHIEF EXECUTIVE OFFICER
<PAGE> 3
CITIZENS FIRST FINANCIAL CORP.
2101 NORTH VETERANS PARKWAY
BLOOMINGTON, ILLINOIS 61704
(309) 661-8700
------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------------------------------------------------------------------
TIME....................... 10:00 a.m., local time, on Monday, April 24, 2000
PLACE...................... Jumer's Chateau
1601 Jumer Drive
Bloomington, Illinois
ITEMS OF BUSINESS.......... (1) To elect two members of the Board of Directors
for three year terms.
(2) To ratify the selection of Olive LLP as
independent auditors of the Company for the
2000 fiscal year.
(3) To transact such other business as
may properly come before the Meeting.
ANNUAL REPORT.............. Our 1999 Annual Report, which is not a part of the
proxy soliciting material, is enclosed.
RECORD DATE................ You can vote if you are a shareholder of record on
March 1, 2000.
QUORUM..................... A majority of the shares of common stock entitled
to vote must be represented at the meeting,
present in person or by proxy. If there are
insufficient shares, the meeting may be adjourned.
March __, 2000 /s/ Richard F. Becker
Richard F. Becker
SECRETARY
2
<PAGE> 4
TABLE OF CONTENTS
SOLICITATION AND VOTING......................................................5
Shareholders Entitled to Vote..........................................5
Voting Procedures......................................................5
Voting Procedures for Shares in the Company's 401(k) Plan or ESOP......6
Required Vote..........................................................6
Revoking a Proxy.......................................................6
List of Shareholders...................................................6
Cost of Proxy Solicitation.............................................7
Inspector of Election..................................................7
Other Matters..........................................................7
GOVERNANCE OF THE COMPANY....................................................8
Role and Composition of the Board of Directors.........................8
The Audit Committee....................................................8
The Nominating Committee...............................................9
The Compensation/Benefits Committee....................................9
Directors' Compensation................................................9
ITEM 1. ELECTION OF DIRECTORS..............................................10
NOMINEES WHOSE TERMS WILL EXPIRE IN 2003..............................11
CONTINUING DIRECTORS WITH TERMS EXPIRING 2001.........................11
CONTINUING DIRECTORS WITH TERMS EXPIRING 2002.........................11
ITEM 2. APPROVAL OF AUDITORS...............................................12
SECURITY OWNERSHIP OF DIRECTORS, NOMINEES FOR DIRECTORS,
MOST HIGHLY COMPENSATED EXECUTIVE OFFICERS AND
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP.......................13
SECURITY OWNERSHIP OF SHAREHOLDER
HOLDING 5% OR MORE....................................................14
EXECUTIVE COMPENSATION......................................................15
Compensation Table....................................................15
Total Options Exercised in 1999 and Year End Values...................16
Other Compensation Arrangements.......................................16
Employee Stock Ownership Plan and Trust...............................17
Supplemental Executive Retirement Plan................................17
Transactions With Certain Related Persons.............................17
Employment Agreements.................................................17
PERFORMANCE GRAPH...........................................................19
EXECUTIVE COMPENSATION COMMITTEE REPORT.....................................20
Overview..............................................................20
CEO Compensation......................................................20
Tax Policy............................................................21
3
<PAGE> 5
COMPLIANCE WITH SECTION 16..................................................21
REQUIREMENTS, INCLUDING DEADLINES,
FOR SUBMISSION OF PROXY PROPOSALS, NOMINATION OF DIRECTORS
AND OTHER BUSINESS OF SHAREHOLDERS....................................22
4
<PAGE> 6
CITIZENS FIRST FINANCIAL CORP.
2101 NORTH VETERANS PARKWAY
BLOOMINGTON, ILLINOIS 61704
------------------------------------------------------------------------------
SOLICITATION AND VOTING
------------------------------------------------------------------------------
We are sending you this Proxy Statement and the enclosed white proxy card
because the Board of Directors of Citizens First Financial Corp. (the "Company,"
"we" or "us") is soliciting your proxy to vote at the 2000 Annual Meeting of
Shareholders (the "Annual Meeting"). This Proxy Statement summarizes the
information you need to know to vote at the Annual Meeting.
You are invited to attend our Annual Meeting on April 24, 2000 beginning
at 10:00 a.m., local time. The Annual Meeting will be held at Jumer's Chateau,
1601 Jumer Drive, Bloomington, Illinois.
This Proxy Statement and the enclosed form of proxy are being mailed
starting March __, 2000.
SHAREHOLDERS ENTITLED TO VOTE
Holders of record of common stock of the Company at the close of business
on March 1, 2000 are entitled to receive this notice. Generally, each share of
common stock of the Company is equal to one vote. However, the Company's
Certificate of Incorporation limits the number of shares that may be voted by
any holder owning beneficially more than 10% of the outstanding shares of the
common stock of the Company (the "Limit"). A beneficial holder of shares in
excess of the Limit may not vote any shares exceeding the Limit. A shareholder
may exceed the Limit if affiliates of the shareholder as well as persons acting
in concert hold sufficient shares together with such shareholder so as to exceed
the Limit. Pursuant to the Certificate of Incorporation, the Board of Directors
will (i) make all determinations necessary to implement these rules and (ii)
demand that anyone reasonably believed to beneficially own shares in excess of
the Limit supply information to the Company to enable the enforcement of these
rules.
There is no cumulative voting at the Annual Meeting.
As of the record date, there were __________ common shares outstanding.
VOTING PROCEDURES
Unless you hold your shares in the Company's Profit Sharing and Savings
Plan (the "401(k) Plan") or the Employee Stock Ownership Plan and Trust (the
"ESOP"), you can vote on matters to come before the meeting in one of two ways:
o you can come to the Annual Meeting and cast your vote there; or
o you can vote by signing and returning the enclosed white proxy card.
If you do so, the individuals named as proxies on the card will vote
your shares in the manner you indicate.
You may also choose to vote for all of the nominees for Directors and each
proposal by simply signing, dating and returning the enclosed white proxy card
without further direction. All signed and returned proxies that contain no
direction as to vote will be voted FOR each of the nominees for Director and FOR
each of the proposals.
The Board of Directors has selected itself as the persons to act as
proxies on the white proxy card.
5
<PAGE> 7
If you plan to attend the Annual Meeting and vote in person, you should
request a ballot when you arrive. HOWEVER, IF YOUR SHARES ARE HELD IN THE NAME
OF YOUR BROKER, BANK OR OTHER NOMINEE, THE INSPECTOR OF ELECTION WILL REQUIRE
YOU TO PRESENT A POWER OF ATTORNEY OR PROXY IN YOUR NAME FROM SUCH BROKER, BANK
OR OTHER NOMINEE FOR YOU TO VOTE SUCH SHARES AT THE ANNUAL MEETING. Please
contact your broker, bank or nominee.
VOTING PROCEDURES FOR SHARES IN THE COMPANY'S 401(K) PLAN OR ESOP
If you participate in the Company's 401(k) Plan or ESOP, please return
your proxy in the envelope on a timely basis to ensure that your proxy is voted.
If you own or are entitled to give voting instructions for shares in the 401(k)
Plan or ESOP and do not vote your shares or give voting instructions, generally,
the Plan Administrator or Trustee will vote your shares in the same proportion
as the shares for all plan participants for which voting instructions have been
received. Holders of shares in the 401(k) Plan or ESOP will not be permitted to
vote such shares at the Annual Meeting, but their attendance is encouraged and
welcome.
REQUIRED VOTE
The presence, in person or by proxy, of the holders of a majority of the
votes entitled to be cast by the shareholders at the Annual Meeting is necessary
to constitute a quorum. Abstentions and broker "non votes" are counted as
present and entitled to vote for purposes of determining a quorum. A broker "non
vote" occurs when a broker, bank or other nominee holding shares for a
beneficial owner does not vote on a particular proposal because such broker,
bank or nominee does not have discretionary authority to vote and has not
received instructions from the beneficial owner.
Once a quorum is achieved, a plurality of votes cast is all that is
necessary for the election of Directors. Abstentions and broker "non votes" are
not counted in determining the vote. As to ratification of Olive LLP and all
other matters that may come before the meeting, the affirmative vote of a
majority of votes cast is necessary for the approval of such matters.
Abstentions and broker "non votes" are again not counted for purposes of
approving the matter.
REVOKING A PROXY
If you give a proxy, you may revoke it at any time before it is exercised.
You may revoke your proxy in any one of three ways:
o you may send in another proxy with a later date;
o you may notify the Company's Secretary in writing at Citizens First
Financial Corp., 2101 North Veterans Parkway, Bloomington, Illinois
61704; or
o unless you hold shares in the 401(k) Plan or ESOP, you may revoke by
voting in person at the Annual Meeting.
If you choose to revoke your proxy by attending the Annual Meeting, you
must vote in accordance with the rules for voting at the Annual Meeting.
Attending the Annual Meeting alone will not constitute revocation of a proxy.
LIST OF SHAREHOLDERS
A list of shareholders entitled to vote at the Annual Meeting will be
available for examination by shareholders for any purpose related to the Annual
Meeting at the Company's offices at 2101 North Veterans
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<PAGE> 8
Parkway, Bloomington, Illinois for a period of ten days prior to the Annual
Meeting. A list will also be available at the Annual Meeting itself.
COST OF PROXY SOLICITATION
We will pay the expenses of soliciting proxies. Proxies may be solicited
on our behalf by Directors, officers or employees in person or by telephone,
mail or telegram. We have hired Georgeson Shareholder Communications Inc., a
proxy solicitation firm, to assist us in the distribution and solicitation of
proxies. We will pay Georgeson Shareholder Communications Inc. a fee of $_____
plus out-of-pocket expenses. Personal solicitation will involve physically
meeting with company shareholders. Telephone solicitation will involve obtaining
a list of shareholders and physically telephoning those shareholders. The
Company will also request persons, firms and corporations holding shares in
their names for other beneficial owners to send proxy materials to such
beneficial owners. The Company will reimburse these persons for their expenses.
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 of
Directors has designated R&T to act as inspectors of election and to tabulate
the votes at the Annual Meeting. R&T is not otherwise employed by, or a Director
of, the Company or any of its affiliates. After the final adjournment of the
Annual Meeting, the proxies will be returned to the Company.
OTHER MATTERS
The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice of Annual
Meeting of Shareholders. If, however, other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the proxies to
vote the shares on such matters in their discretion.
7
<PAGE> 9
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GOVERNANCE OF THE COMPANY
------------------------------------------------------------------------------
ROLE AND COMPOSITION OF THE BOARD OF DIRECTORS
Our Company's Board of Directors is the ultimate decision making body of
the Company, except for matters which law or our Certificate of Incorporation
requires the vote of shareholders. The Board of Directors selects the management
of the Company which is responsible for the Company's day to day operations. The
Board acts as an advisor to management and also monitors its performance.
Members of the Board of Directors serve also as Directors of Citizens
Savings Bank, F.S.B. (the "Bank"). The Bank is the Company's wholly owned
subsidiary. You will find a discussion of its activities in your Annual Report.
During 1999, the Board of Directors met as the Company's Board of
Directors __ times. In addition, the Board of Directors has authorized three
Committees to manage distinct matters of the Company. These Committees are the
Audit Committee, the Nominating Committee and the Compensation/Benefits
Committee. Membership on each of the Committees is set forth on the table below.
All of our Directors attended 75 percent or more of the meetings of the Board
and the Board Committees on which they served in 1999.
NAME BOARD AUDIT NOMINATING COMPENSATION
- ---- ----- ----- ---------- ------------
Borngasser, Jr. X X
Hoffman X X X
Broquard* X X
Landefeld X X X
Wells X X X X
Meetings in 1999 8 1 1 1
*Resigned on January 1, 2000.
THE AUDIT COMMITTEE
The Audit Committee is responsible for recommending the annual appointment
of the public accounting firm to be our outside auditors, subject to approval of
the Board of Directors and shareholders. The Committee is responsible for the
following tasks:
o maintaining a liaison with the outside auditors;
o reviewing the adequacy of internal controls;
o reviewing with management and outside auditors financial disclosures
of the Company; and
o reviewing any material changes in accounting principles or practices
used in preparing statements.
8
<PAGE> 10
THE NOMINATING COMMITTEE
The Company's Nominating Committee considers and recommends the nominees
to stand for election at the Company's Annual Meeting.
THE COMPENSATION/BENEFITS COMMITTEE
The Compensation/Benefits Committee is responsible for establishing annual
and long term performance goals for the Chief Executive Officer (Mr. Landefeld)
and senior management. This Committee also approves the senior officers'
compensation and other incentive compensation programs. The Committee's
functions include:
o awarding shares or options under the Company's stock option plan;
o determining compensation to be paid pursuant to the Company's
incentive plan and; and
o publishing an annual Executive Compensation Committee Report for the
shareholders.
The Committee is aided in performing these functions by the counsel of
members of the Bank's Compensation Committee.
DIRECTORS' COMPENSATION
The Directors of the Company did not receive any fees or retainers for
serving on the Company's Board of Directors in fiscal 1999. However, the
Directors did receive an annual retainer of $13,250 for serving on the Board of
the Bank. In addition, the Company maintains two compensation plans for
Directors:
o STOCK-BASED INCENTIVE PLAN. The Company maintains the Incentive
Plan for both directors and employees. In 1996, each Outside
Director of the Company and Bank was granted non-statutory stock
options to purchase 9,390 shares of Common Stock, and Stock Awards
for 3,755 shares of Common Stock. The options and Stock Awards to
Outside Directors vest in five equal annual installments, commencing
November 12, 1997, the first anniversary of the effective date of
the grants. In the event a director ceases service due to death or
disability, all unvested options and Stock Awards will vest
immediately. In addition, in 1999, two new bank directors were each
granted non-statutory stock options to purchase 12,500 shares of
common stock on terms identical to the terms of the options which
were granted in 1996. No awards were made in 1997 and 1998.
o ADVISORY DIRECTORS RETIREMENT PLAN. The Bank maintains an Advisory
Directors Retirement Plan (formerly known as the Directors Emeritus
Retirement Plan) which provides retirement benefits to duly elected
Directors and Advisory Directors as of December 31, 1997. The plan
provides that in consideration for services and consultation
rendered as an Advisory Director, the Advisory Directors will
receive annual cash benefits equal to the annual director's fees
received at the time of retirement, up to an annual maximum of
$12,650 per participant in this single premium insurance annuity for
each covered Advisory Director. Currently there are eight Advisory
Directors.
9
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ITEM 1. ELECTION OF DIRECTORS
------------------------------------------------------------------------------
The Board of Directors is divided into three classes, currently consisting
of two classes of three directors and one class with two directors. Each class
of directors has three-year terms. One class of Directors is up for election
each year. This results in a staggered Board which ensures continuity from year
to year.
Two directors will be elected at the Annual Meeting to serve for
three-year terms expiring at our Annual Meeting in the year 2003.
The persons named in the enclosed white proxy card intend to vote the
proxy for the election of each of the two nominees unless you indicate on the
white proxy card that your vote should be withheld from any or all of such
nominees. Each nominee elected as director will continue in office until his or
her successor has been elected, or until his death, resignation or retirement.
The Board of Directors has proposed the following nominees for election as
Directors with terms expiring in 2003 at the Annual Meeting: Arthur W. Mier and
Carl A. Borngasser, Jr.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THESE
NOMINEES AS DIRECTORS.
We expect each nominee to be able to serve if elected. If any nominee is
not able to serve, proxies will be voted in favor of the remainder of those
nominated and may be voted for substitute nominees. The principal occupation and
certain other information about the nominees and other Directors whose terms of
office continue after the Annual Meeting is set forth below. Such terms may
include years of service for the Bank prior to the formation of the Company.
10
<PAGE> 12
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NOMINEES WHOSE TERMS WILL EXPIRE IN 2003
------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NAME AND AGE AS OF POSITION, PRINCIPAL OCCUPATION,
THE ANNUAL MEETING BUSINESS EXPERIENCE AND DIRECTORSHIP
------------------ ------------------------------------
<S> <C>
Arthur W. Mier..........57 Director since 1998. Owner of On Hand Safety Supply.
Carl A. Borngasser......62 Director since 1965. Retired Executive Vice President of Citizens
Savings Bank.
</TABLE>
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CONTINUING DIRECTORS WITH TERMS EXPIRING 2001
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<TABLE>
<CAPTION>
NAME AND AGE AS OF POSITION, PRINCIPAL OCCUPATION,
THE ANNUAL MEETING BUSINESS EXPERIENCE AND DIRECTORSHIP
------------------ ------------------------------------
<S> <C>
Paul J. Hoffman.........65 Director since 1980. Member of our Audit and Compensation
Committees. Owner of a grain farm.
Lowell M. Thompson......60 Directors since 1987. Practicing dentist.
Ronald C. Wells.........57 Director since 1993. Member of our Audit, Nominating and
Compensation Committees. President of Central Supply Co., Inc., a
maintenance supply distributor.
</TABLE>
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CONTINUING DIRECTORS WITH TERMS EXPIRING 2002
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<TABLE>
<CAPTION>
NAME AND AGE AS OF POSITION, PRINCIPAL OCCUPATION,
THE ANNUAL MEETING BUSINESS EXPERIENCE AND DIRECTORSHIP
------------------ ------------------------------------
<S> <C>
C. William Landefeld....60 Director, President and Chief Executive Officer since 1987. Also a
member of Nominating and Compensation Committees of our Board
of Directors.
James A. Shirk..........55 Director since 1998. Owner of Beer Nuts, Inc.
Jeffrey M. Solberg......48 January 1999 to present, Vice President-Finance, Growmark, Inc. an
agribusiness; 1994 to 1998, Treasurer, Growmark, Inc.
</TABLE>
11
<PAGE> 13
In addition, Seidman & Associates, LLC ("Seidman Group") has notified the
Company of its intent to nominate Lawrence B. Seidman to stand for election to
the Board of Directors.
YOUR BOARD URGES YOU TO RETURN ONLY MANAGEMENT'S WHITE PROXY CARD, WHICH IS
ENCLOSED.
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ITEM 2. APPROVAL OF AUDITORS
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The Board of Directors, upon the recommendation of its Audit Committee,
has appointed Olive LLP to serve as our independent auditors for 2000, subject
to the approval of our shareholders.
Representatives of Olive LLP will be present at the Annual Meeting to
answer questions. They will also have the opportunity to make a statement if
they desire to do so.
The affirmative vote of a majority of votes cast on this proposal, without
regard to abstentions or broker non votes, is required for approval of this
proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF OLIVE LLP AS
OUR INDEPENDENT AUDITORS FOR THE YEAR 2000.
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<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
SECURITY OWNERSHIP OF DIRECTORS, NOMINEES FOR DIRECTORS,
MOST HIGHLY COMPENSATED EXECUTIVE OFFICERS AND
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP
- ----------------------------------------------------------------------------------------------
AMOUNT AND
NATURE OF BENEFICIAL OWNERSHIP
NAME OWNERSHIP(1)(2)(3) AS A PERCENT OF CLASS
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Becker................................... 62,355(5)(6) 3.08%
Borngasser, Jr........................... 24,414(2)(3) 1.21
Hoffman.................................. 21,389(2)(3) 1.06
Landefeld................................ 109,103(5)(6) 5.39
Mier..................................... 6,500(4) *
Shirk.................................... 5,100(4) *
Smiley................................... 58,889(5)(6) 2.91
Solberg.................................. 15,389(2)(3) *
Thompson................................. 48,912(2)(3) 2.42
Wells.................................... 35,088(2)(3) 1.73
All directors and executive officers
as a group............................. 387,142(7) 19.12
- --------------------------------
</TABLE>
(1)Each person effectively exercises sole (or shares with spouse or other
immediate family member) voting and dispositive power as to shares reported.
(2)Includes 3,755 shares awarded to these outside directors under the Citizens
First Financial Corp. 1996 Stock-Based Incentive Plan (the "Incentive
Plan"). Such awards commence vesting at a rate of 20% per year beginning on
November 12, 1997. Each participant presently has voting power as to the
shares awarded.
(3)Includes 5,634 shares subject to options granted to these outside directors
under the Incentive Plan which are currently exercisable or will become
exercisable within 60 days and excludes 3,756 shares subject to unexercisable
options granted to these outside directors under the Incentive Plan. Shares
subject to options are exercisable on a cumulative basis in five equal annual
installments commencing on November 12, 1997.
(4)Includes 2,500 shares subject to options granted to these outside directors
under the Incentive Plan which are currently exercisable or will become
exercisable within 60 days and excludes 10,000 shares subject to
unexercisable options granted to these outside directors under the Incentive
Plan. Shares subject to options are exercisable on a cumulative basis in five
equal annual installments commencing on April 26, 1999.
(5)Includes 28,175, 16,900 and 16,900 shares awarded to Messrs. Landefeld,
Becker and Smiley, respectively, under the Incentive Plan some of which
shares may have been sold. Such awards commenced vesting at a rate of 20% per
year beginning on November 12, 1997. Each participant presently has voting
power as to the shares awarded which have not been sold by such participant.
(6)Includes 42,240, 25,320 and 25,320 shares subject to options granted to
Messrs. Landefeld, Becker and Smiley, respectively, which are currently
exercisable or will become exercisable within 60 days and excludes 28,160,
16,880 and 16,880 shares subject to unexercisable options granted to Messrs.
Landefeld, Becker and Smiley, respectively, under the Incentive Plan. Shares
subject to options granted under the Incentive Plan commenced vesting at a
rate of 20% per year beginning November 12, 1997.
(7)Includes a total of 76,995 shares awarded under the Incentive Plan as to
which voting may be directed. Includes a total of 120,416 options granted
under the Incentive Plan which are currently exercisable or will become
exercisable within 60 days.
* Less than 1% ownership of class.
13
<PAGE> 15
- --------------------------------------------------------------------------------
SECURITY OWNERSHIP OF SHAREHOLDER
HOLDING 5% OR MORE
- --------------------------------------------------------------------------------
NUMBER
NAME AND ADDRESS OF OF PERCENT
BENEFICIAL OWNER SHARES OF CLASS
- --------------------------------------------------------------------------------
Citizens Savings Bank, F.S.B. 219,962(1) 10.87%
Employee Stock Ownership Plan ("ESOP")
2101 North Veterans Parkway
Bloomington, Illinois 61704
Investors of America, Limited Partnership 172,350(2) 8.5%
1504 Highway, #395 N #8-00508
Gardnerville, Nevada 89410
Tidal Insurance Limited 2,700(2) 0.1%
c/o Global Corporate & Trust Management, LTD
Zetlands, Nevis
West Indies
- --------------------------------------------------------------------------------
- -----------------------------
(1)Shares of Common Stock were acquired by the ESOP in the Bank's conversion
from mutual to stock form (the "Conversion"). The ESOP Committee administers
the ESOP. First Bankers Trust, N.A. has been appointed as the corporate
trustee for the ESOP ("ESOP Trustee"). The ESOP Trustee, subject to its
fiduciary duty, must vote all allocated shares held in the ESOP in accordance
with the instructions of the participants. As of March 1, 2000, ___________
shares have been allocated to ESOP participants' accounts. Under the ESOP,
unallocated shares held in a suspense account will be voted by the ESOP
Trustee in a manner calculated to most accurately reflect the instructions
received from participants regarding the allocated stock so long as such vote
is in accordance with the provisions of the Employee Retirement Income
Security Act of 1974, as amended.
(2)Based upon information disclosed in Schedule 13D filed with the SEC on
December 22, 1999. Investors of America, Limited Partnership ("Investors")
and Tidal Insurance Limited ("Tidal") disclosed that they had sole power to
vote or dispose of 172,350 and 2,700 shares of Common Stock, respectively.
Investors is the controlling shareholder of Tidal. Each of the parties
disclaimed beneficial ownership of the Common Stock owned by the other in
their Schedule 13Ds. Tidal and Investors own an aggregate of 175,050 shares
of Common Stock or 8.6%.
14
<PAGE> 16
------------------------------------------------------------------------------
EXECUTIVE COMPENSATION
------------------------------------------------------------------------------
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 $100,000 in fiscal year 1999.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------------------
AWARDS PAYOUTS
------------------------ ----------------------------------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND COMPEN- RESTRICTED OPTIONS/ LTIP COMPEN-
PRINCIPAL SALARY BONUS SATION STOCK AWARDS SARS PAYOUTS SATION
POSITIONS YEARS ($)(1) ($)(1) ($)(2) ($)(3) (#)(4) ($)(5) ($)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. William Landefeld..... 1999 $224,400 $27,675 -- -- -- -- $_____(6)
President and 1998 218,250 -- -- -- -- -- 90,375(7)
Chief Executive Officer 1997 208,250 -- -- -- -- -- 66,902(8)
Richard F. Becker....... 1999 $123,600 $10,200 -- -- -- -- $40,402(6)
Senior Vice President 1998 120,000 -- -- -- -- -- 53,312(7)
and Secretary 1997 115,000 -- -- -- -- -- 53,388(8)
Dallas G. Smiley........ 1999 $123,600 $10,200 -- -- -- -- $34,796(6)
Senior Vice President, 1998 120,000 -- -- -- -- -- 46,725(7)
Treasurer and Chief 1997 115,000 -- -- -- -- -- 53,388(8)
Financial Officer
</TABLE>
- --------------------------------
(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) and (7) 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.
Landerfeld, Becker and Smiley respectively, pursuant to the 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 $_____ 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.
Landerfeld, 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.
15
<PAGE> 17
(8)Includes 2,407, 2,407 and 2,407 shares of Common Stock awarded to Messrs.
Landefeld, Becker and Smiley, respectively, pursuant to the Bank Employee
Stock Ownership Plan ("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 $1,387 for Mr. Landefeld, Becker and Smiley, respectively, for
the excess amount due under the 401(k) Plan and ESOP for the fiscal year
ended December 31, 1997.
TOTAL OPTIONS EXERCISED IN 1999 AND YEAR END VALUES
This table gives information for options exercised by each of the Named
Executive Officers in 1999 and the value (stock price less exercise price) of
the remaining options held by those officers at year-end price of the Common
Stock.
<TABLE>
<CAPTION>
FISCAL YEAR-END OPTION/SAR VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS AT OPTIONS/SARS AT FISCAL
ACQUIRED VALUE REALIZED FISCAL YEAR-END (#)(1) YEAR END ($)(2)
FOR EXERCISE ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
<S> <C> <C> <C> <C>
C. William Landefeld... -- $ -- 42,240/28,160 $ --
Richard F. Becker.... -- -- 25,320/16,880 --
Dallas G. Smiley..... -- -- 25,320/16,880 --
</TABLE>
- ---------------------------
(1) The options in this table have an exercise price of $12.30 and became
exercisable at an annual rate of 20% beginning November 12, 1997. The
options will expire ten (10) years from the date of grant.
(2) Based on market value of the underlying stock at the fiscal year end of
$12.00 minus the exercise price. The market price on ________, 2000 was
$_______ per share.
OPTION GRANTS IN 1999
No options were granted to any of the Named Executive Officers in 1999.
------------------------------------------------------------------------------
OTHER COMPENSATION ARRANGEMENTS
------------------------------------------------------------------------------
401(K) PLAN
The Bank maintains the Profit Sharing and Savings Plan (the "Savings
Plan"), which is a tax-qualified profit sharing and Salary reduction plan under
Sections 401(a) and 401(k) of the Code. The Savings Plan provides participants
with retirement benefits and may also provide benefits upon death, disability or
termination of employment with the Bank. An employee who works at least 1,000
scheduled hours per year is eligible to participate in the Savings Plan
following the completion of one year of service and attainment of age 21. A
participant is always 100% vested in his or her contributions. A participant
must reach one year of vesting service (total time employed) before attaining a
vested interest in the employer contribution, which commences following
16
<PAGE> 18
this one year period. Participants become 20% vested in employer matching
contribution after one year of service, and increase the vested percentage by
20% for each year of service completed thereafter, until attaining 100% vesting
after five years of service.
Participants may make Salary reduction contributions to the Savings Plan
up to the lesser of 15% of annual base Salary or the legally permissible limit
(currently $10,000). The Savings Plan provides that, with respect to the first
2% contributed by the employee, the Bank will match 100% of such contribution
with funds to be invested at the direction of the employee and, with respect to
the next 2% contributed by the employee, the Bank will match 100% of such
contribution with Common Stock. All participants receive a quarterly detailed
statement including information regarding market value of the participant's
investment and all contributions made on his or her behalf. Any withdrawals
prior to age 59 are subject to a 10% tax penalty. Participants may borrow
against the vested portion of their accounts.
The Savings Plan has a profit-sharing component in addition to the matched
employee contribution. The amount of the annual profit-sharing contribution,
which is invested solely in Company Common Stock, is at the discretion of the
Board of Directors.
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
The Bank established an ESOP and related trust for eligible employees
effective on January 1, 1996. Employees employed with the Bank as of January 1,
1996 and employees of the Company or the Bank employed after such date, who have
been credited with at least 1,000 hours during a twelve month period and who
have attained the age of 21 will become participants. The ESOP purchased 8% of
the Common Stock issued in the Conversion. In order to fund the ESOP's purchase
of Common Stock, the ESOP borrowed funds from the Company equal to 100% of the
aggregate purchase price of the Common Stock. The loan is being repaid
principally form the Company's or the Bank's contribution to the ESOP over a
period of seven years and the collateral for the loan is the Common Stock
purchased by the ESOP.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Bank has implemented a non-qualified Supplemental Executive Retirement
Plan (the "SERP") to provide certain officers and highly compensated employees,
designated by the Board of Directors, with additional retirement benefits. The
benefits provided under the SERP will make up the benefits lost to the SERP
participants due to application of limitations on compensation and maximum
benefits applicable to the Bank's tax qualified 401(k) Plan and ESOP. Benefits
will be provided under the SERP at the same time and in the same form as the
related benefits will be provided under the 401(k) Plan and ESOP.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Bank's current policy provides that all loans made by the Bank to its
Directors and executive officers are made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and do not involve more than the
normal risk of collectibility or present other unfavorable features.
EMPLOYMENT AGREEMENTS
The Bank and the Company have entered into employment agreements with
Messrs. Landefeld, Becker and Smiley (individually, the "Executive"). These
employment agreements are intended to ensure that the Bank and the Company will
be able to maintain a stable and competent management base. The continued
success of the Bank and the Company depends to a significant degree on the
skills and competence of Messrs. Landefeld, Becker and Smiley.
17
<PAGE> 19
The employment agreements provide for a three-year term. The Bank
employment agreements provide that, commencing on the first anniversary date and
continuing each anniversary date thereafter, the Board of the Bank may extend
the agreement for an additional year so that the remaining term shall be three
years, unless written notice of non-renewal is given by the Board of the Bank
after conducting a performance evaluation of the Executive. The terms of the
Company employment agreements shall be extended on a daily basis unless written
notice of non-renewal is given by the Board of the Company. The current base
salaries for Messrs. Landefeld, Becker and Smiley are $221,707, $129,780 and
$129,780, respectively. In addition to the base Salary, the agreements provide
for, among other things, participation in stock benefit plans and other fringe
benefits applicable to Executive personnel.
The employment agreements provide for termination by the Bank or the
Company for cause as defined in the agreements at any time. In the event the
Bank or the Company chooses to terminate the Executive's employment for reasons
other than for cause, or in the event of the Executive's resignation from the
Bank and the Company upon: (i) failure to re-elect the Executive to his current
offices; (ii) a material change in the Executive's functions, duties or
responsibilities; (iii) a relocation of the Executive's principal place of
employment by more than 25 miles; (iv) liquidation or dissolution of the Bank or
the Company; or (v) a breach of the agreement by the Bank or the Company, the
Executive or, in the event of death, his beneficiary would be entitled to
receive an amount equal to the remaining base Salary payment due to the
Executive and the contributions that would have been made on the Executive's
behalf to any employee benefit plans of the Bank or the Company during the
remaining term of the agreement. The Bank and the Company would also continue to
pay for the Executive's life, health and disability coverage for the remaining
term of the agreement. Upon any termination of the Executive, the Executive is
subject to a one year non-competition agreement.
Under the employment agreements, if voluntary or involuntary termination
follows a change in control of the Bank or the Company (as defined in the
employment agreements), the Executive or, in the event of the Executive's death,
his beneficiary, would be entitled to a severance payment equal to the greater
of: (i) the payments due for the remaining terms of the employment agreement; or
(ii) three times the average of the five preceding taxable year's annual
compensation. The Bank and the Company would also continue the Executive's life,
health, and disability coverage for thirty-six months. Notwithstanding that both
the Bank and the Company employment agreements provide for a severance payment
in the event of a change in control, the Executive would only be entitled to
receive a severance payment under one agreement. Based solely on the cash
compensation paid to Messrs. Landefeld, Becker and Smiley over the past five
fiscal years and excluding any benefits under any employee plan which may be
payable, the total amount of payments due under the employment agreements
following a change in control would be approximately $1.44 million.
Payments to the Executive under the Bank's agreement will be guaranteed by
the Company in the event that payments or benefits are not paid by the Bank.
Payment under the Company's agreement would be made by the Company. All
reasonable costs and legal fees paid or incurred by the Executive pursuant to
any dispute or question of interpretation relating to the agreements shall be
paid by the Bank or Company, respectively, if the Executive is successful on the
merits pursuant to a legal judgment, arbitration or settlement. The employment
agreements also provide that the Bank and Company shall indemnify the Executive
to the fullest extent allowable under federal and Delaware law, respectively.
18
<PAGE> 20
------------------------------------------------------------------------------
PERFORMANCE GRAPH
------------------------------------------------------------------------------
The following graph compares the cumulative total shareholder return on
the Company's common stock ("CBK") since May 1, 1996 (the time of the Company's
initial public offering), with the cumulative return for the S&P 500 Index and
the SNL AMEX Thrift Index over the same period, assuming the investment of $100
on May 1, 1996, and reinvestment of all dividends.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
PERIOD ENDING
--------------------------------------------------
05/01/96 12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Citizens First Financial Corp..... $100.00 136.91 192.86 132.14 115.14
S&P 500........................... 100.00 114.82 153.14 196.86 238.28
SNL AMEX Thrift Index............. 100.00 121.29 206.14 159.57 152.89
</TABLE>
19
<PAGE> 21
------------------------------------------------------------------------------
EXECUTIVE COMPENSATION COMMITTEE REPORT
------------------------------------------------------------------------------
OVERVIEW
The Committee establishes the salaries and other compensation of the
Executive Officers of the Company and its subsidiary, the Bank. In its
deliberations, it may consult with a Compensation Committee of the Board of
Directors of the Bank. The Committee makes recommendations and advises the full
Board of Directors with respect to compensation of senior executives of the
Company and the Bank, and approves, subject to ratification of the full Board,
the compensation of C. William Landefeld, the President and Chief Executive
Officer of the Company.
The Company's executive compensation program is designed to:
o retain Executive Officers by paying them competitively and rewarding
them for superior performance;
o align the interests of the Executive to that of the shareholder by
encouraging common stock ownership by the Executive; and
o tie a portion of each Executive Officers' compensation to the
performance of both the Company and the individual goals set for
each Executive Officer.
We accomplish these goals through three methods of compensation:
o SALARIES. The Committee evaluates salaries for comparable positions
in the local market. The Company strives to select salaries that
are competitive in the market but not highest paid.
o BONUS. The Committee and the Board of Directors have established a
Bonus plan for key employees of the Bank including, but not limited
to, Executive Officers. This plan provides for a corporate
performance award based upon an objective requirement of corporate
performance and an individual performance award.
o STOCK OPTION AND STOCK AWARDS. The Company has a Stock Based
Incentive Plan which permits the Company to award stock options or
stock to employees and directors. In fiscal year 1999, the Company
granted 75,000 options and made 24 awards to various employees of
the Company. No awards were made to the Executive Officers in 1999.
CEO COMPENSATION
Mr. Landefeld's Salary was increased 5% from $211,250 in 1998 to $221,707
in 1999. In making such increase, the Committee recognized Mr. Landefeld's
contribution to the Company's financial performance. The Committee believes
that Mr. Landefeld's salary is around the median for the Company's peer group.
Mr. Landefeld's corporate performance award was based upon the Company's
reaching certain earnings per share and return on equity targets. The Company
awarded Mr. Landefeld a bonus of $27,675 under the Bonus Plan for targets
achieved in 1999.
20
<PAGE> 22
TAX POLICY
Section 162(m) of the Internal Revenue Code limits tax deductions
available to the Company to $1 million for compensation paid to the Company's
five most highly compensated officers unless certain requirements are met.
Among such requirements are:
o the Committee be comprised entirely of outside directors; and
o compensation over $1 million must be based upon performance goals
approved by shareholders.
The Company's Stock Based Incentive Plan does not meet those requirements
because its Compensation Committee is not comprised solely of outside directors.
The Bonus plan does not currently meet those requirements as it has not been
adopted by shareholders.
At this time, it is not necessary for the Company to meet the requirements
of 162(m) with respect to the Bonus Plan. The highest paid officers of the
Company are not paid Salary and Bonus in amounts that would approach the $1
million dollar limitation.
The Committee intends to monitor compensation so that the Company remains
able to take deductions pursuant to the rules of 162(m). However, the Committee
retains the right to award compensation that may not be deductible by the
Company under Section 162(m) or otherwise.
BY: THE COMPENSATION COMMITTEE
Paul J. Hoffman
C. William Landefeld
Ronald C. Wells
------------------------------------------------------------------------------
COMPLIANCE WITH SECTION 16
------------------------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10% of
any registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC. Executive officers, directors
and greater than 10% stockholders are required by regulation to furnish the
Company with copies of all Section 16(a) reports they file.
Based solely on its review of the copies of the reports it has received
and written representations provided to the Company from the individuals
required to file the reports, the Company believes that each of its executive
officers and directors has complied with applicable reporting requirements for
transactions in Company Common Stock during the fiscal year ended December 31,
1999.
21
<PAGE> 23
------------------------------------------------------------------------------
REQUIREMENTS, INCLUDING DEADLINES,
FOR SUBMISSION OF PROXY PROPOSALS, NOMINATION OF DIRECTORS
AND OTHER BUSINESS OF SHAREHOLDERS
------------------------------------------------------------------------------
Under our Bylaws, certain procedures are provided which a shareholder must
follow to nominate persons for Director or to introduce an item of business at
an Annual Meeting of Shareholders. Nominations for Directors or introduction of
an item of business should be submitted in writing to the Company's secretary at
2101 North Veterans Parkway, Bloomington, Illinois 61704. The nomination or
proposed item must be received no later than 90 days before the date originally
fixed for such Annual Meeting provided there has been 100 days notice or prior
public disclosure by the Company of the date of such meeting; or the close of
business on the tenth day following the date on which the Company's made such
public disclosure if such disclosure was less than 100 days prior to the
meeting.
The nomination must contain the following information about the nominee:
name; age; business and residence address; the number of shares of the Company's
common stock held by the nominee; the information that would be required under
the rules of the SEC in a proxy statement soliciting proxies for the election of
such nominee as a Director; and a signed consent of the nominee to serve as a
Director of the Company, if elected.
Notice of a proposed item of business must include: a brief description of
the matter and the reasons for introducing such matter at the Annual Meeting;
the shareholder's name and address; the number of shares of common stock held by
the shareholder (with supporting documentation where appropriate); and any
material interest of the shareholder in such business.
The chairman of the meeting may refuse to allow the transaction of any
business not presented beforehand, or to acknowledge the nomination of any
person not made in compliance with the foregoing procedures.
A shareholder complying with the above procedures may still not be
entitled to have its proposals included in the next year's proxy statement.
Under the rules of the SEC, shareholder proposals must be received by us in
writing addressed to: Richard Becker, Secretary at the office address set forth
above no later than _________,
22
<PAGE> 24
2000 for inclusion in the proxy statement and form of proxy relating to that
meeting.
Whether or not you plan to attend the Meeting, please vote by marking,
signing, dating and promptly returning the enclosed white proxy card in the
enclosed white envelope.
By Order of the Board of Directors,
/s/ Richard F. Becker
Richard F. Becker
CORPORATE SECRETARY
23
<PAGE> 25
REVOCABLE PROXY
CITIZENS FIRST FINANCIAL CORP.
ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 2000
10:00 A.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 10:00 a.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
--- ------- -------
|_| |_| |_|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED
PROPOSALS.
24
<PAGE> 26
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.
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 ________, 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 PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
25
