-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WfHKp/zmuHTP7mUM5qMq86RdGPvqSH/z7d0VkGJNoosqfEXAG4Lj28SQtu8ltO/1 oK0PDy7TNHavBI4S8p+vgw== 0001085204-00-000008.txt : 20000329 0001085204-00-000008.hdr.sgml : 20000329 ACCESSION NUMBER: 0001085204-00-000008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000328 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS FIRST FINANCIAL CORP CENTRAL INDEX KEY: 0001006265 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 371351861 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46587 FILM NUMBER: 581398 BUSINESS ADDRESS: STREET 1: 2101 NORTH VETERANS PARKWAY CITY: BLOOMINGTON STATE: IL ZIP: 61704 BUSINESS PHONE: 3096618700 MAIL ADDRESS: STREET 1: 2101 NORTH VETERANS PARKWAY CITY: BLOOMINGTON STATE: IL ZIP: 61704 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TIDAL INSURANCE LTD CENTRAL INDEX KEY: 0000945315 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 660420778 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 135 NORTH MREAMEC AVE CITY: CLAYTON STATE: MO ZIP: 63105 BUSINESS PHONE: 314854-4600 MAIL ADDRESS: STREET 1: C/O JAMES DIERBERG STREET 2: 135 NORTH MERAMEC AVE CITY: CLAYTON STATE: MO ZIP: 63105 SC 13D/A 1 SC 13D/A 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 ) - -------------------------------------------------------------------------------- Citizens First Financial Corp. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Name of Issuer) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Common Stock $ .01 Par Value - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Title of Class of Securities) - -------------------------------------------------------------------------------- ------------------------------------------------------------------ 174623-10-8 ------------------------------------------------------------------ ------------------------------------------------------------------ (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) March 27, 2000 -------------- (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). SCHEDULE 13D - ---------------------------------------- --------------------------------------- CUSIP NO. 174623-10-8 Page 2 of 5 Pages - ---------------------------------------- --------------------------------------- - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TIDAL INSURANCE LIMITED 66-0420778 - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO |_| ITEMS 2(d) OR 2(e) - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH WEST INDIES - ---------- --------------------------------------------------------------------- - ------------------- -------- --------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 2,700 Common - ------------------- -------- --------------------------------------------------- - ------------------- -------- --------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY NONE - ------------------- -------- --------------------------------------------------- - ------------------- -------- --------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,700 Common - ------------------- -------- --------------------------------------------------- - ------------------- -------- --------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH NONE - ------------------- -------- --------------------------------------------------- - ---------- --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,700 Common - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IC, CO - ---------- --------------------------------------------------------------------- *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 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 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 ---------------------------------- James F. Dierberg, President Date: March 27, 2000 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 ---------------------------- James Dierberg, President -----END PRIVACY-ENHANCED MESSAGE-----