AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 28, 2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )
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Citizens First Financial Corp.
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(Name of Issuer)
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Common Stock $ .01 Par Value
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(Title of Class of Securities)
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174623-10-8
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(CUSIP Number)
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James F. Dierberg
135 N. Meramec, Clayton, MO 63105
(314)854-4600
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 27, 2000
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(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 . (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).
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SCHEDULE 13D
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CUSIP NO. 174623-10-8 Page 2 of 5 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 OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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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 2,700 Common
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,700 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
2,700 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)
0.1%
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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
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Item 1. Security and Issuer
The statement of Schedule 13D filed by the reporting person on August
7, 1996, and amended on December 22, 1999, to report ownership of shares of 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, is hereby amended.
Item 2. Identity and Background
There are no changes with respect to this Item.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable. This report is being filed to amend Item 4 Purpose of
Transaction. Investors of America, Limited Partnership ("Investors") is the
controlling shareholder of Tidal Insurance Limited, as previously reported in
Item 2 of Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is amended by adding the following:
On March 28, 2000 Investors sent a letter to Citizens expressing lack
of support for the recent performance of the current Board of Directors and
informing Citizens of Investors' decision to support the nominees for director
suggested by the Committee to Preserve Shareholder Value. A copy of that letter
is attached to this Amendment as Exhibit 1.
Since making investments in the Company in 1996, Investors has not
sought to take an active role in the business of Citizens. However, Investors
has gradually become more and more concerned about Citizen's financial
performance and lack of direction, as indicated in its recent reduced earnings.
Investors has not decided on any particular action that it might take in the
future and is aware that, because of the level of ownership now held by
Investors, some actions cannot be taken without first seeking regulatory
approval. However, in the absence of positive actions benefiting shareholders,
Investors would be inclined to consider proposing or supporting actions such as
an extraordinary corporate transaction (e.g., a merger, consolidation or
reorganization) or a sale or other disposition of Citizens and would, if
necessary, seek regulatory approval necessary in order to become more active in
pursuing its recommendations.
Item 5. Interest in Securities of the Issuer
(a) The aggregate percentage of shares of Common Stock reported owned
by Tidal is based upon 1,958,015 shares outstanding at March 1, 2000, as stated
in Citizens' proxy statement. As of the close of business on March 27, 2000,
Tidal beneficially owned 2,700 or approximately 0.13% of such number of shares
of Common Stock.
(b) Tidal beneficially owns 2,700 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
(d-e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
There are no changes with respect to this Item.
Item 7. Material to Be Filed as Exhibits
Exhibit 1 - Investors letter to Citizens First Financial Corporation
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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
By:/s/James F. Dierberg, President
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James F. Dierberg, President
Date: March 27, 2000
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Exhibit 1
Investors of America
1504 Highway, #395 N #8-00508
Gardnerville, Nevada 89410
March 27, 2000
C. William Landefeld
President And Chief Executive Officer
Citizens First Financial
2101 North Veterans Parkway
Bloomington, IL 61704
Dear Mr. Landefeld:
This Partnership is the largest shareholder, except for your ESOP, of shares in
Citizens First Financial Corp., having invested more than $1,700,000.00 in the
company. We are long term investors and have bought and held significant
investments in the banking and thrift industries over the past ten years. It is
generally our policy to support the management of the companies in which we
invest, relying on management and especially the Board of Directors to build
value for the benefit of the shareholders.
The performance of the Board of Citizens has been so unsatisfactory that we have
decided to change that policy in this case, and we are voting in favor of the
nominees proposed by The Committee to Preserve Shareholder Value. Citizen's
recent performance as demonstrated by declining earnings and the loss in
shareholder value shown on page 18 of your Proxy Statement should awaken the
Board from its slumber and lead to immediate and decisive action to improve the
situation. Instead, the Board has apparently chosen to circle the wagons, resist
any change and pretend that all is well.
All is not well for your shareholders, especially those of us who have used our
own money to buy our shares and watched the investment founder while
opportunities pass by. While your compensation and stock ownership continues to
swell through grants and options (as shown on pages 14 and 15 of your Proxy
Statement), the interests of ordinary shareholders have declined, rebounding
only upon the news of the Committee's proposals for action. What, exactly, did
you do in 1999 to deserve total compensation of almost $400,000? Is there anyone
on the Board of Directors willing to ask that question?
We have been shareholders in other companies energized by Mr. Seidman and other
members of the Committee, and the shareholders of those companies have realized
impressive gains from Mr. Seidman's efforts. Citizens urgently needs the
perspective of directors who have invested substantially, who bring independent
perspective and financial expertise to the Board, and whose interests are
aligned with ordinary shareholders. We believe that Messrs. Seidman and
Dickinson will bring exciting potential to the Board, whether the company is
ultimately sold or becomes more aggressive in managing its opportunities. We
urge the Board of Directors to recognize its fiduciary responsibilities,
reconsider opposition to change and welcome new initiatives for Citizens and all
of its shareholders.
Sincerely,
Investors of America
Limited Partnership
First Securities America, General Partner
By: /s/James Dierberg
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James Dierberg, President
