AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 1996.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Citizens First Financial Corp.
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(Name of Issuer)
Common Stock $ .01 Par Value
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(Title of Class of Securities)
174623-10-8
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(CUSIP Number)
James F. Dierberg
135 N. Meramec, Clayton, MO 63105
(314) 854-4600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 2, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with the statement X. A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
THIS STATEMENT CONTAINS ELEVEN (11) PAGES AND THE EXHIBIT INDEX IS ON PAGE SIX
(6).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 174623-10-8 Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TIDAL INSURANCE LIMITED
66-0420778
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OFA GROUP* (a)
(b) X
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH WEST INDIES
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NUMBER OF 7 SOLE VOTING POWER
SHARES 25,700 Common
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 25,700 Common
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PERSON 10 SHARED DISPOSITIVE POWER
WITH NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,700 Common
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11)EXCLUDES CERTAIN SHARES*
X
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.91%
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14 TYPE OF REPORTING PERSON
IC, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
Item 1. Security and Issuer
This statement relates to the Common Stock, $.01 par value (the "Common
Stock") issued by Citizens First Financial Corp. ("Citizens"), whose principal
executive offices are located at 301 Broadway, Normal, Illinois 61761.
Item 2. Identity and Background
This statement is filed by Tidal Insurance Limited, a British West Indies
corporation ("Tidal"). The controlling shareholder of Tidal is Investors of
America, Limited Partnership, a Nevada limited partnership ("Investors"). The
general partner of Investors is First Securities America, Inc., a Missouri
corporation. James F. Dierberg is the controlling shareholder of First
Securities America, Inc. The directors and officers of Tidal and First
Securities America, Inc. are James F. Dierberg (President and Director) and Mary
W. Dierberg (Secretary, Treasurer and Director).
The information required by Item 2 with respect to each of the above named
persons is attached to this statement as Exhibits 2A through 2E, and is
incorporated herein by reference.
The information disclosed in Exhibits 2A through 2E is included pursuant to
General Instruction C to Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the 25,700 shares of Common Stock covered
by this Schedule 13D was $261,759.75, including commissions. Tidal purchased the
Common Stock with resources drawn from an existing line of credit negotiated in
the ordinary course of business with an unaffiliated bank, as defined in Section
3(a)(6) of the Securities Exchange Act of 1934.
Item 4. Purpose of Transaction
The shares of Common Stock covered by this statement are being held for
investment purposes. Tidal has the following plans with respect to the Common
Stock:
(a) As described in Item 2 above, Mr. and Mrs. James F. Dierberg control
Tidal and Investors. Investors beneficially owns approximately 6.48% of the
Common Stock as reported in its separately filed Schedule 13D. Investors holds
the Common Stock for investment purposes. Tidal disclaims beneficial ownership
of the Common Stock owned by Investors.
<PAGE>
Tidal intends to continually assess the market for the Common Stock. Tidal
or an affiliate may purchase additional shares of the Common Stock from time to
time depending on such continuing assessment and upon future developments,
including the then market price of such shares. However, it is recognized that
if, in the future, certain levels of share ownership are exceeded, certain
banking regulatory approvals may be required. In addition, the certificate
of incorporation of Citizens places certain limitations on any such acquisition.
(b-j) None.
Item 5. Interest in Securities of the Issuer
(a) The aggregate percentage of shares of Common Stock reported owned by
Tidal is based upon 2,871,500 shares outstanding at August 2, 1996, as indicated
by the broker in the transaction. As of the close of business on August 7, 1996,
Tidal beneficially owned 25,700 or 0.91% of such number of shares of Common
Stock.
(b) Tidal beneficially owns 25,700 shares of the Common Stock and has the
sole power to vote and dispose of such shares.
(c) No transactions in the shares of Common Stock were effected by Tidal
during the past sixty days. All shares were purchased through a broker-dealer.
(d-e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Investors, Tidal's controlling shareholder, is under the control of James
F. Dierberg. See Item 2. above. James F. Dierberg and Mary W. Dierberg are
husband and wife.
Item 7. Material to Be Filed as Exhibits
Exhibit 5(c) - Transactions in the Common Stock and Debentures effected
during the past sixty days.
Exhibit 7 - Copy of line of credit and demand note, pursuant to request of
Tidal and instructions to the Form 13D, are included in the Confidential Exhibit
Volume filed with the Secretary of the Commission and dated August 7, 1996.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
TIDAL INSURANCE LIMITED
Date: August 7, 1996 By: /s/James F. Dierberg, President
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James F. Dierberg, President
<PAGE>
EXHIBIT INDEX
Exhibit No. Page No.
Exhibit 2A 7
Exhibit 2B 8
Exhibit 2C 9
Exhibit 2D 10
Exhibit 2E 11
Exhibit 3 *
* Confidential Exhibit, dated August 7, 1996, Filed with the Secretary of the
Commission
<PAGE>
Exhibit 2A
TIDAL INSURANCE LIMITED
State or Other Place of Organization: British West Indies
Principal Business: Insurance
Address of Principal Business: c/o Global Corporate &
Trust Management, LTD.
Zetlands Nevis
West Indies
Address of Principal Office: c/o Global Corporate &
Trust Managment, LTD.
Zetlands Nevis
West Indies
Criminal Proceedings During Last 5 Years: None
Civil Proceedings During Last 5 Years: None
<PAGE>
Exhibit 2B
INVESTORS OF AMERICA, LIMITED PARTNERSHIP
State or Other Place of Organization: Nevada
Principal Business: Investment in real estate
and stocks
Address of Principal Business: 1504 Hwy. #395 N #8-00508
Garnerville, Nevada 89410
Address of Principal Office: 1504 Hwy. #395 N #8-00508
Garnerville, Nevada 89410
Criminal Proceedings During Last 5 Years: None
Civil Proceedings During Last 5 Years: None
<PAGE>
Exhibit 2C
FIRST SECURITIES AMERICA, INC. (General Partner of Investors of America, Limited
Partnership)
State or Other Place of Organization: Missouri
Principal Business: Insurance and investments
Address of Principal Business: Suite 404
135 North Meramec,
Clayton, Missouri 63105
Address of Principal Office: Suite 404
135 North Meramec,
Clayton, Missouri 63105
Criminal Proceedings During Last 5 Years: None
Civil Proceedings During Last 5 Years: None
<PAGE>
Exhibit 2D
JAMES F. DIERBERG (Director, President and controlling shareholder of First
Securities America, Inc.)
Residence or Business Address: 39 Glen Eagles Drive, St.
Louis, Missouri 63124
Principal Occupation or Employment: Financial services
Name of Employer: First Banks, Inc.
Principal Business: Bank holding company
Address: 135 North Meramec,
Clayton, Missouri 63105
Criminal Proceedings During Last 5 Years: None
Civil Proceedings During Last 5 Years: None
Citizenship: U.S.A.
<PAGE>
Exhibit 2E
MARY W. DIERBERG (Director, Secretary and Treasurer of First Securities America,
Inc.)
Residence or Business Address: 39 Glen Eagles Drive, St.
Louis, Missouri 63124
Principal Occupation or Employment: Housewife
Criminal Proceedings During Last 5 Years: None
Civil Proceedings During Last 5 Years: None
Citizenship: U.S.A.
