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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 [X]
Filed by a party other than the registrant [ ]
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
Citfed Bancorp, Inc.
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(Name of Registrant as Specified in Its Charter)
Citfed Bancorp, Inc.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-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:
- --------------------------------------------------------------------------------
(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):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[X] Fee previously paid.
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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:
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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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CITFED BANCORP, INC.
ONE CITIZENS FEDERAL CENTRE
DAYTON, OHIO
AMENDED NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of CitFed Bancorp, Inc. ("CitFed" or the "Corporation"), a Delaware
corporation, which was held for the purpose of conducting only limited business
on Friday, July 26, 1996, has been adjourned and continued for the purpose of
voting on the proposal to amend the Corporation's Certificate of Incorporation
which has been modified as described herein from the proposal set forth in the
original proxy statement mailed to stockholders on June 10, 1996 (the "Proxy
Statement"). The date, time and place of the reconvened meeting are Friday,
September 20, 1996, at 9:00 a.m. (Eastern Daylight Time), at the Corporation's
executive offices in the Savers Club Auditorium, One Citizens Federal Centre,
Dayton, Ohio. The items of business to be addressed at the reconvened meeting
include the following:
1. Approval of an amendment to Article Fourth of CitFed's
Certificate of Incorporation to increase the total number of shares of common
stock which the Corporation shall have the authority to issue to twenty million
(20,000,000); and
2. To transact such other business as may properly come before
the Meeting or any adjournment thereof.
The foregoing items of business are more fully described in the
Company's Proxy Statement and in the Supplement to the Proxy Statement (the
"Supplement") accompanying this Amended Notice.
At that portion of the Annual Meeting held on Friday, July 26, 1996,
the stockholders of the Company present, either in person or represented by
proxy, elected Cheryl A. Craigie, Allen M. Hill and Gilbert P. Williamson to
serve as directors of the Corporation until 1999, and further voted in favor of
the proposal to approve an amendment to the 1996 Stock Option and Incentive
Plan (the "Stock Option Plan") to increase by 280,000 the number of shares
reserved for issuance thereunder.
All stockholders of record at the close of business on the Record Date
were previously sent notice of the originally scheduled meeting, together with
the Proxy Statement, a proxy card (the "Original Proxy") and the Company's 1996
Annual Report to Stockholders. No new Record Date has been set. Accordingly,
only those persons who were stockholders as of the Record Date are entitled to
vote at the reconvened meeting and any further adjournment thereof.
All stockholders are cordially invited to attend in person. The Board
of Directors intends to vote the common stock represented by the Original
Proxies for use at the Meeting on the proposal, as modified, in the manner
designated in such Original Proxies. In the event that you did not send in an
Original Proxy or you desire to change your vote on the proposal as a result of
its modification, you need to either return the enclosed Supplemental Proxy,
validly appoint someone else to serve as your proxy at the Meeting or attend
the Meeting and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
JOHN H. CURP
Corporate Secretary
Dayton, Ohio
August 1, 1996
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CITFED BANCORP, INC.
ONE CITIZENS FEDERAL CENTRE
DAYTON, OHIO
____________________________________
SUPPLEMENT TO PROXY STATEMENT
____________________________________
GENERAL
ANNUAL MEETING
This Supplement to the Proxy Statement (the "Supplement") of CitFed
Bancorp, Inc., a Delaware corporation ("CitFed" or the "Corporation"), dated
June 10, 1996 (the "Proxy Statement") is furnished to stockholders of the
Corporation in connection with the solicitation of proxies on behalf of the
Board of Directors of CitFed for use at the reconvened portion of the Annual
Meeting of Stockholders of the Corporation (the "Meeting"), to be held on
Friday, September 20, 1996, at 9:00 a.m. (Eastern Daylight Time), and at all
adjournments or postponements thereof. The reconvened Meeting will be held at
the Corporation's executive offices in the Savers Club Auditorium, One Citizens
Federal Centre, Dayton, Ohio. This Supplement provides information relating to
the change to the proposal to be voted on by the stockholders to amend the
Corporation's Certificate of Incorporation.
The original Notice of Annual Meeting, Proxy Statement, original proxy
card (the "Original Proxy") and the Corporation's 1996 Annual Report to
Stockholders were mailed to stockholders on June 10, 1996 to all stockholders
entitled to vote at the Meeting. This Supplement and the enclosed blue-striped
proxy card (the "Supplemental Proxy") were mailed on or about August 1, 1996.
Except as specifically amended or supplemented by the information
contained in this Supplement, all information set forth in the Proxy Statement
remains unchanged and should be considered in casting your vote by proxy or at
the Meeting.
PURPOSE OF SUPPLEMENT
The purpose of this Supplement is to modify the proposal in the Proxy
Statement requesting stockholder approval to amend CitFed's Certificate of
Incorporation to increase the number of shares the Corporation shall have the
authority to issue. Article Fourth of CitFed's Certificate of Incorporation
currently provides that the Corporation shall have the authority to issue
fifteen million (15,000,000) shares, consisting of five million (5,000,000)
shares of preferred stock and ten million (10,000,000) shares of common stock.
The original proposal set forth in the Proxy Statement increased the authorized
number of shares of both the Corporation's common and preferred stock (the
"Amendment"). The original Amendment increased the total number of shares of
all classes of stock which the Corporation would have the authority to issue to
forty-five million (45,000,000), consisting of fifteen million (15,000,000)
shares of preferred stock and thirty million (30,000,000) shares of common
stock. The Board of Directors, in response to concerns raised by certain
stockholders that the amount of the increase requested in authorized shares
seems higher than necessary, as well as the low level of voter response,
decided to modify the proposal.
The Amendment, as modified, provides that Article Fourth of CitFed's
Certificate of Incorporation will be amended to provide that the total number
of shares of all classes of stock which the Corporation shall have the
authority to issue will be twenty-five million (25,000,000), consisting of five
million (5,000,000) shares of preferred stock and twenty million (20,000,000)
shares of common stock. Accordingly, the Amendment, as modified, will increase
the total number of shares of common stock which the Corporation shall have
authority to issue from ten million (10,000,000) to twenty million
(20,000,000), rather than to thirty million (30,000,000). In addition, the
Amendment, as modified, eliminates entirely the proposed increase in the
authorized number of shares of preferred stock.
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The reasons for this proposal, as well as its advantages and
disadvantages, are as set forth in the Proxy Statement previously provided to
all stockholders. If you wish to obtain another copy of the Proxy Statement,
contact CitFed Bancorp, Inc., Investor Relations Department, One Citizens
Federal Centre, Dayton, Ohio; telephone number (513) 229-8319.
Attached as Exhibit A to this Supplement is the complete text of the
proposed Amendment to CitFed's Certificate of Incorporation, as modified.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE AMENDMENT TO
THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK TO TWENTY MILLION (20,000,000) SHARES.
VOTING RIGHTS AND PROXY INFORMATION
The Board of Directors intends to vote the common stock represented by
the Original Proxies for use at the Meeting on the Amendment, as modified, in
the manner designated in such Original Proxies. In the event that you did not
send in an Original Proxy or you desire to change your vote on the Amendment as
a result of its modification, you need to either return the enclosed
Supplemental Proxy, validly appoint someone else to serve as your proxy at the
Meeting or attend the Meeting and vote in person.
All shares of common stock represented at the Meeting by properly
executed Original Proxies or Supplemental Proxies (collectively, "Proxies")
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. Proxies solicited on
behalf of the Board of Directors of the Corporation will be voted in accordance
with the directions given therein. Where no instructions are indicated,
Proxies will be voted "FOR" the proposal set forth in this Supplement. The
Corporation does not know of any matters, other than as described in the
Amended Notice of Meeting, that are to come before the reconvened Meeting. If
any other matters are properly presented at the reconvened Meeting for action,
the persons named in the Proxies will have the discretion to vote on such
matters in accordance with their best judgment.
VOTING REQUIRED FOR APPROVAL OF PROPOSAL
Approval of the proposal to amend the Corporation's Certificate of
Incorporation requires the affirmative vote of the holders of at least a
majority of the shares entitled to be voted at the Meeting.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than the matters described in the Proxy Statement, as amended and
supplemented by this Supplement. Should any other matters properly come before
the Meeting, it is intended that holders of the Proxies will act in accordance
with their best judgment.
The cost of solicitation of Supplemental Proxies will be borne by the
Corporation. The Corporation will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses incurred by them in
sending supplemental proxy materials to the beneficial owners of Corporation. In
addition, CitFed engaged ChaseMellon Shareholders Services, L.L.C.
("ChaseMellon") and Georgeson & Company, Inc. ("Georgeson") to assist CitFed in
distributing the Proxy Statement and Original Proxy and contacting record and
beneficial owners of CitFed common stock. CitFed has again engaged ChaseMellon
to assist CitFed in distributing the this Supplement and Supplemental Proxy and
contacting record and beneficial owners of CitFed common stock. CitFed has
agreed to pay ChaseMellon and Georgeson, in the aggregate, approximately
$25,000, plus out-of-pocket expenses, for their services rendered and to be
rendered on behalf of CitFed. In addition to solicitation by mail, directors
and officers of the Corporation and regular employees of the Bank may solicit
proxies personally or by telegraph or telephone, without additional
compensation.
2
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EXHIBIT A
FOURTH: A. The total number of shares of all classes of stock
which the Corporation shall have the authority to issue is twenty-five million
(25,000,000) consisting of:
1. five million (5,000,000) shares of preferred
stock, par value one cent ($.01) per share (the "Preferred
Stock"); and
2. twenty million (20,000,000) shares of common stock,
par value one cent ($.01) per share (the "Common Stock").
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REVOCABLE PROXY
CITFED BANCORP, INC
RECONVENED ANNUAL MEETING OF STOCKHOLDERS
September 20, 1996
The undersigned hereby appoints the Board of Directors of CitFed
Bancorp, Inc. (the "Corporation"), and its survivor, with full power of
substitution, to act as attorneys and proxies for the undersigned to vote all
shares of common stock of the Corporation which the undersigned is entitled to
vote at the reconvened Annual Meeting of Stockholders (the "Meeting"), to be
held on Friday, September 20, 1996 at the Corporation's executive offices in the
Savers Club Auditorium, One Citizens Federal Centre, Dayton, Ohio, at 9:00 A.M.
(Eastern Daylight Time), and at any and all adjournments thereof, as follows:
FOR AGAINST ABSTAIN
--- ------- -------
I. Approval of an amendment to Article Fourth of / / / / / /
CitFed's Certificate of Incorporation to increase
the total number of authorized shares of common
stock to twenty million (20,000,000) shares.
In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment thereof.
The Board of Directors recommends a vote "FOR" the listed proposal.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSAL STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS
OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This proxy may be revoked at any time before it is voted by: (i) filing
with the Secretary of the Corporation at or before the Meeting a written notice
of revocation bearing a later date than the proxy; (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the Secretary
of the Corporation at or before the Meeting; or (iii) attending the Meeting and
voting in person (although attendance at the Meeting will not in and of itself
constitute revocation of a proxy). If this proxy is properly revoked as
described above, then the power of such attorneys and proxies shall be deemed
terminated and of no further force and effect.
The undersigned acknowledges receipt from the Corporation prior to the
execution of this Proxy, of an Amended Notice of the Meeting, a Supplement to
the Proxy Statement, a Notice of Annual Meeting, a Proxy Statement and the
Corporation's Annual Report to Stockholders for the fiscal year ended March 31,
1996.
Dated: ________________________
_________________________ _________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
_________________________ _________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ABOVE
ON THIS CARD. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR
FULL TITLE. IF SHARES ARE HELD JOINTLY, EACH HOLDER
SHOULD SIGN.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS
PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE
____________________________________________________
