-----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, UoAcNFh36FRfmdEMY5uYm+9YeW/Wx/2OV0O+qmDpQKSukUDcM7FnR0Kpo6+6BVT6 OB+C7hrrWThhv/mzNK9C3g== 0001026081-04-000001.txt : 20040127 0001026081-04-000001.hdr.sgml : 20040127 20040127155330 ACCESSION NUMBER: 0001026081-04-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040127 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST FEDERAL BANCSHARES INC /DE CENTRAL INDEX KEY: 0001113107 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 371397683 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60553 FILM NUMBER: 04546382 BUSINESS ADDRESS: STREET 1: 109 EAST DEPOT STREET CITY: COLCHESTER STATE: IL ZIP: 62326 BUSINESS PHONE: 3097763225 MAIL ADDRESS: STREET 1: 109 EAST DEPOT STREET CITY: COLCHESTER STATE: IL ZIP: 62326 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEIDMAN LAWRENCE B CENTRAL INDEX KEY: 0001026081 STATE OF INCORPORATION: NJ FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: LANIDEX CENTER STREET 2: 100 MISTY LANE P O BOX 5430 CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 2015601400 MAIL ADDRESS: STREET 1: LANIDEX CENTER STREET 2: 100 MISTY LANE P O BOX 5430 CITY: PARSIPPANY STATE: NJ ZIP: 07054 SC 13D/A 1 aadffbi13da2.txt INITIAL STATEMENT OF BENEFICIAL OWNERSHIP/A SECURlTIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities and Exchange Act of 1934 (Amendment No.2 )* First Federal Bancshares, Inc. - ------------------------------------------------------------------------------- Common Stock, $.01 par value - ------------------------------------------------------------------------------- 32021B103 ----------------------------------------------------------------------------- (CUSIP Number) Lawrence B. Seidman, 100 Misty Lane, Parsippany, NJ 07054, (973) 560-1400, Ext.108 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 27, 2004 - ---------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] *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. 32021B103 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 1 David L. Jansen - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 500 -------------------------------------------------------------- SHARES BENFICIALLY 8 SHARED VOTING POWER -------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER 500 PERSON ----------------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER -------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .02 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *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 ATTESTATIONSCHEDULE 13D SCHEDULE 13D CUSIP NO. 32021B103 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 1 Mark Sill - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 500 -------------------------------------------------------------- SHARES BENFICIALLY 8 SHARED VOTING POWER -------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER 500 PERSON ----------------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER -------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .02 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *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 ATTESTATIONSCHEDULE 13D This Statement on Schedule 13D which was filed on July 24, 200 and Amendment No. 1 was filed on October 29, 2003, on behalf of Seidman and Associates, L.L.C. ("SAL"), Seidman Investment Partnership, L.P. ("SIP"), Seidman Investment Partnership II, L.P. ("SIPII"), Kerrimatt, LP ("Kerrimatt"), Federal Holdings, L.L.C. ("Federal"), Lawrence B. Seidman ("Seidman"), Dennis Pollack ("Pollack") and Pollack Investment Pollack ("PIP"), collectively, the "Reporting Persons") with respect to the Reporting Persons' beneficial ownership of shares of Common stock (the "Shares"), of First Federal Bancshares, Inc., a Delaware Corporation (the "issuer", is hereby amended as set forth below: Such Statement on Schedule 13D is hereinafter referred to as the "Schedule 13D". Terms used herein which are defined in the Schedule 13D shall have their respective meanings set forth in the Schedule 13D. 4. Purpose of Transaction On January 27, 2004, Seidman & Associates, LLC sent a letter to Ronald A. Feld, Corporate Secretary to the Board of Directors of First Federal Bancshares,Inc. giving notice that it is nominating Mark Sill and David Jansen for election to the Board of Directors of First Federal Bancshares, Inc. at the next Annual Meeting of shareholders. This letter is attached hereto as an Exhibit and incorporated herein in the entirety. 5. Interest in the Securities of the Issuer (a)(b)(c) As of the close of business on January 27, 2004, the Reporting Persons owned beneficially an aggregate of 130,500 shares, which constituted approximately 7.05% of the 1,850,203 shares of the Common stock outstanding as of October 16, 2003, based upon the Company's Form 10-Q for the period ending September 30, 2003. Schedule A attached below describes transactions except for previously reported transactions in the Common Stock effected by the Reporting Persons within the past sixty (60) days. Except as set forth in this Item 5, none of the Reporting Persons owns beneficially or has a right to acquire beneficial ownership of any Common Stock, and except as set forth in this Item 5, none of the Reporting Persons has effected transactions in the Common Stock during the past sixty (60) days, except for previously reported transactions. All shares were purchased on NASDAQ. Entity Date Purch Cost Cost Shares Per Share - -------------------------------------------------------------------------------- David L. Jansen 10/20 31.99 16,605.00 500 Mark Sill & Diane M. Sill 10/24/03 33.21 16,024.00 500 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. January 27, 2004 /ssd/ Lawrence B. Seidman ------------------------------ Lawrence B. Seidman, Power of Attorney Pursuant to Joint Filing Statement Dated 7/24/03 /ss/David L. Jansen January 27, 2004 ------------------------------ David L. Jansen /ss/Mark Sill January 27, 2004 ------------------------------ Mark Sill EX-99.1 3 ffbiboe2.txt NOMINATING LETTER EXHIBIT 99.1 SEIDMAN & ASSOCIATES,LLC 100 Misty Lane P. O. Box 5430 Parsippany, NJ 07054 (973) 560-1400, X108 January 27, 2004 Via Federal Express First Federal Bancshares, Inc. 109 East Depot Street Colchester, IL 62326 Att: Mr. Ronald A. Feld Corporate Secretary Dear Mr. Feld: Seidman & Associates, LLC ("SAL") (hereinafter referred to as "Nominating Shareholder") hereby gives notice that it is nominating, Mark Sill ("Sill") and David Jansen ("Jansen") for election to First Federal Bancshares, Inc.("FFBI") Board of Directors at the next Annual Meeting of Shareholders, to be held on May 25, 2004. SAL is the record holder of 1,000 shares of FFBI stock and its address on your corporate books is 19 Veteri Place, Wayne, New Jersey 07470. In addition, SAL is also the beneficial owner of 41,464 shares of FFBI stock (including the 1,000 shares noted above). All the shares (except the 1,000 shares held in record name) are held by Bear Stearns & Co. which appear under CEDE & Co. on the books and records of FFBI.CEDE & Co.'s address is 55 Water Street, New York, NY 10041. Seidman and its affiliated entities, SAL, Seidman Investment Partnership, L.P., ("SIP"), Seidman Investment Partnership II, L.P. ("SIPII") Kerrimatt, L.P. ("Kerrimatt"), Federal Holdings, LLC ("Federal"), Pollack Investment Partnership, LP ("PIP"), and Seidman, individually, for his discretionary accounts ("SEID") and Dennis Pollack ("Pollack") (hereinafter referred to as the "Requesting Entities" own in the aggregate approximately 129,500 shares of FFBI stock, approximately 7.0% of the outstanding Common stock, and have owned shares of FFBI for the past approximately twenty-three (23) months. Each director nominee owns 500 shares. All the disclosures set forth in the Schedule 13D filed on July 24, 2003, and Amendment No. 1 filed on October 29, 2003, are incorporated herein in their entirety by reference, including without limitation the disclosures concerning the shareholdings of each of the noted entities. I hereby request, on behalf of the Nominating Shareholder its affiliated entities and on behalf of the nominees, that you provide me with FFBI's updated shareholder lists (including the NOBO/CEDE/Philadep list) as required by the Delaware General Corporation Law, Section 14a-7 of the Exchange Act of 1934, and Rule 14a-7 promulgated thereunder so that proxies can be solicited for the two (2) director nominees, and in opposition to management's slate of director nominees. Pursuant to Rule 14a-7, please deliver the shareholder lists to me within five (5) business days. A copy of the Certification required pursuant to Rule 14a-7 is attached hereto. I hereby request that the above shareholder lists be provided to me in paper, and magnetic tape, or disc form (whichever form is utilized by your transfer agent). Furthermore, please update the record holder information on a daily basis, or at the shortest other reasonable intervals, until April 5, 2004, the record date for the next Annual Meeting. In addition, please provide Mr. Seidman with FFBI's By-Laws and Certificate of Incorporation and any amendments to FFBI's By-Laws and Certificate of Incorporation enacted since the last annual meeting. The Nominating Shareholder feels very strongly that shareholder representation is very important to corporate governance, and to the maximization of shareholder value. If a representative of FFBI desires to discuss the accomplishment of these goals, please contact the undersigned. The enclosed material is being filed with you, as the Secretary of FFBI, as required by Article I, Section 6(c), with a copy to James J. Stebor, FFBI's, President and Chief Executive Officer. The Nominating Shareholder has no material financial interest in the proxy solicitation to be conducted in opposition to the nominees selected by FFBI management. Any director fees paid to Messrs. Sill or Jansen, if either is elected, will belong to them. In the opinion of our Counsel, the enclosed information fulfills all the requirements of Article I, Section 6(c), including, but not limited to, timely notice of said nominations. If you disagree, please notify Mr. Seidman as to the required additional information and support thereof. If no response is received, we will assume that the enclosed material complies with all the requirements of Article I, Section 6(c). If you have any questions concerning the above or require any additional information, please contact the undersigned with specific details so we can evaluate your request. Very truly yours, /ss/Lawrence B. Seidman -------------------------------- Lawrence B. Seidman, Individually And for his discretionary clients /ss/ Lawrence B. Seidman -------------------------------- Lawrence B. Seidman, Manager Seidman and Associates, L.L.C. /ss/Lawrence B. Seidman -------------------------------- Lawrence B. Seidman, President of the Corporate General Partner Seidman Investment Partnership, L.P. /ss/Lawrence B. Seidman -------------------------------- Lawrence B. Seidman, President of the Corporate General Partner Seidman Investment Partnership II, L.P. /ss/Lawrence B. Seidman -------------------------------- Lawrence B. Seidman, Investment Manager Kerrimatt, L.P. /ss/Lawrence B. Seidman -------------------------------- Lawrence B. Seidman, Investment Manager Federal Holdings, L.L.C. /ss/Lawrence B. Seidman -------------------------------- Lawrence B. Seidman, Co-General Partner Pollack Investment Partnership, L.P., /ss/Dennis Pollack -------------------------------- Dennis Pollack, Individually /ss/Dennis Pollack -------------------------------- Dennis Pollack, Co-General Partner Pollack Investment Partnership, L.P., CERTIFICATION LAWRENCE B. SEIDMAN, upon his oath certifies as follows: 1. The Requesting Entities will not use the shareholder list information for any purpose other than to communicate with, and, if necessary, to solicit proxies from, the shareholders of First Federal Bancshares, Inc. with respect to the Director slate proposed by the Nominating Shareholder for election at the next annual shareholder meeting. 2. The Requesting Entities will not disclose the shareholder list information to any person other than the beneficial owner for whom the shareholder list request was made, or an employee or agent to the extent necessary to effect the communication or solicitation referred to above. /ss/Lawrence B. Seidman ------------------------------- LAWRENCE B. SEIDMAN STATE OF NEW JERSEY ) )SS. COUNTY OF MORRIS ) BEFORE ME, a notary public in and for the State of New Jersey, County of Morris, did personally appear LAWRENCE B. SEIDMAN, who made oath under penalty of perjury that the aforesaid facts are true and correct to the best of his knowledge, information and belief. GIVEN under my hand and seal this January 27, 2004. /ss/Ruth W. Rivkind - ------------------------ Notary Public of New Jersey My Commission expires: Feb. 14, 2006 CERTIFICATION MARK SILL, upon his oath certifies as follows: 1. The Requesting Entities will not use the shareholder list information for any purpose other than to communicate with, and, if necessary, to solicit proxies from, the shareholders of First Federal Bancshares, Inc. with respect to the Director slate proposed by the Nominating Shareholder for election at the next annual shareholder meeting. 2. The Requesting Entities will not disclose the shareholder list information to any person other than the beneficial owner for whom the shareholder list request was made, or an employee or agent to the extent necessary to effect the communication or solicitation referred to above. /ss/Mark Sill ------------------------------- MARK SILL STATE OF ILLINOIS ) )SS. COUNTY OF Adams ) BEFORE ME, a notary public in and for the State of Illinois, County of Adams, did personally appear MARK SILL, who made oath under penalty of perjury that the aforesaid facts are true and correct to the best of his knowledge, information and belief. GIVEN under my hand and seal this November 20, 2003. /ss/Melissa A. Tucker - ------------------------ Notary Public of Illinois My Commission expires:10/16/06 CERTIFICATION DAVID L.JANSEN, upon his oath certifies as follows: 1. The Requesting Entities will not use the shareholder list information for any purpose other than to communicate with, and, if necessary, to solicit proxies from, the shareholders of First Federal Bancshares, Inc. with respect to the Director slate proposed by the Nominating Shareholder for election at the next annual shareholder meeting. 2. The Requesting Entities will not disclose the shareholder list information to any person other than the beneficial owner for whom the shareholder list request was made, or an employee or agent to the extent necessary to effect the communication or solicitation referred to above. /ss/David L. Jansen ------------------------------- DAVID L. JANSEN STATE OF ILLINOIS ) )SS. COUNTY OF ) BEFORE ME, a notary public in and for the State of Illinois, County of Adams, did personally appear DAVID L. JANSEN, who made oath under penalty of perjury that the aforesaid facts are true and correct to the best of his knowledge, information and belief. GIVEN under my hand and seal this November 21, 2003. /ss/Gary K. Blomgren - ------------------------ Notary Public of Illinois My Commission expires:12/31/06 EXHIBIT A SCHEDULE OF INFORMATION REQUIRED BY ARTICLE I, SECTION 6(c) of the BYLAWS OF FIRST FEDERAL BANCSHARES, INC (i) The Nominating Shareholder and its address: No. of Shares Held As Name Business Address Recordholder* ------ ----------------- -------------- 1. Seidman and Associates, 19 Veteri Place 1,000 L.L.C. Wayne, NJ 07470 [*The Nominating Shareholder is the beneficial owner of additional shares as set forth in subparagraph (iv) below. (ii) Name, age, business address of Nominee: Mark Sill, Age 51 2115 North Sheridan Quincy, IL 62305 David L. Jansen, Age 56 1811 South 24th - Unit H Quincy, IL 62301 (iii) Principal occupation or employment of Nominee and relationships (business, employment, familial) with Nominating Shareholder: Mark Sill. Mr. Sill from 1974 to the present has been employed by Vinson & Sill Inc.and since 1982 was a General Manager and has been a Vice President of Vinson & Sill Inc since 1985. Mr. Sill is a graduate of Unity High School in Mendon, Illinois and attended Western Illinois University in Macomb, Illinois. Mr. Sill is a Member of the Christ Luthern Church in Quincy, Illinois and from 1975 - 1982 was a Member and Board Member of the Quincy Jaycees and since 1998 has been a Member of the Quincy Elks Lodge. David L. Jansen. Mr. Jansen from 1993 to the present has been the branch manager of Conner Company, Quincy, Illinois and from 1984 to 1993 was the Operations Manager for Capitol Group, Springfield, Illinois. Mr. Jansen graduated from SIU, Carbondale, Illinois in 1975 with a Bachelor of Science degree in Business. Mr. Jansen received an Honorable Discharge from the United States Army in 1968. (iv)(a) The following sets forth the name, business address, and the number of shares of Common Stock of FFBI beneficially owned as of January 26, 2004, by the Nominating Shareholder. [The actual stock purchase transactions are set forth on Exhibit B.] Number of Shares of Common Stock Beneficially Name Business Address Owned & Owned Percent Class in Record Name of - ------------------------------------------------------------------------------- 1.Seidman and Associates, Lanidex Center, 41,464 2.24 L.L.C.(SAL) 100 Misty Lane Parsippany, NJ 07054 (iv)(b) The following sets forth the name, business address, and the number of shares of Common Stock of FFBI beneficially Owned as of January 26,2004, by each of the affiliates of the Nominating Shareholder. [The actual stock purchase transactions are set forth on Exhibit B.] Number of Shares of Common Stock Beneficially Name Owned & Owned Percent Class Business Address in Record Name of - ------------------------------------------------------------------------------ 1. Seidman and Associates Lanidex Center, 41,464 2.24 L.L.C.(SAL) 100 Misty Lane Parsippany, NJ 07054 2. Seidman Investment 19 Veteri Place 40,034 2.16 Partnership, L.P.(SIP) Wayne, NJ 07470 3. Seidman Investment 19 Veteri Place 9,655 .52 Partnership II, L.P.(SIPII)Wayne, NJ 07470 4. Lawrence Seidman & Clients 19 Veteri Place 126,500 6.83 (1) Wayne, NJ 07470 5. Federal Holdings, LLC One Rockefeller Plaza 9,413 .51 (Federal) New York, NY 10020 6. Kerrimatt, LP 80 Main St. 9,172 .49 (Kerrimatt) West Orange, NJ 07052 7. Pollack Investment 47 Blueberry Drive 10,137 .55 Partnership, L.P. (PIP) Woodcliff Lake, NJ 07677 8. Dennis Pollack (2) 47 Blueberry Drive 13,137 .71 (Pollack) Woodcliff Lake, NJ 07677 9. Mark Sill & Diane M.Sill 2115 North Sheridan Dr. 500 .02 Quincy, IL 62305 10.David L. Jansen 1811 S. 24th St., Unit H 500 .02 Quincy, IL 62301-6980 - ------------------ (1) Includes all shares owed by SAL, SIP, SIPII, Federal, Kerrimatt, PIP and Seidman's clients. (2) Includes shares owned by PIP. The aggregate purchase price of the 130,500 Shares owned beneficially by the above on January 26, 2004 was approximately $2,769,824, (inclusive of brokerage commissions). Such Shares have been (or will be in the case of transactions which have not yet settled) paid for through working capital of the respective entities. As of January 26, 2004, none of the above entities including the Nominating Shareholder had an outstanding margin balance. SAL is a New Jersey limited liability company, organized to invest in securities, whose principal and executive offices are located at 19 Veteri Place, Wayne, New Jersey 07470. Lawrence Seidman is the Manager of SAL and has sole investment discretion and voting authority with respect to such securities. SIP is a New Jersey limited partnership, whose principal and executive offices are located at 19 Veteri Place, Wayne, NJ 07470. Veteri Place Corporation is the sole General Partner of SIP and Lawrence Seidman is the only shareholder and officer of Veteri Place Corporation. Seidman has sole investment discretion and voting authority with respect to such securities. SIPII is a New Jersey limited partnership, whose principal and executive offices are located at 19 Veteri Place, Wayne, NJ 07470. Veteri Place Corporation is the sole General Partner of SIP and Lawrence Seidman is the only shareholder and officer of Veteri Place Corporation. Seidman has sole investment discretion and voting authority with respect to such securities. Kerrimatt is a limited partnership formed, in part, to invest in stock of public companies whose principal and executive offices are located at 80 Main Street, West Orange, New Jersey 07052. David Mandelbaum is the General Partner of Kerrimatt. Lawrence Seidman has the sole investment discretion and voting authority with respect to such securities. Federal is a New York limited liability company, organized to invest in securities, whose principal and executive offices are located at One Rockefeller Plaza, 31st Floor, New York, NY 10020. Lawrence B. Seidman is the Manager of Federal and has sole investment discretion and voting authority with respect to such securities. PIP is a New Jersey limited partnership whose principal and executive offices are located at 47 Blueberry Drive, Woodcliff Lake, NJ. Seidman and Pollack are General Partners and share investment discretion and voting authority with respect to such securities. Pollack is a private investor whose principal office is located at 47 Blueberry Drive, Woodcliff Lake, NJ 07677. Pollack has sole investment discretion and voting authority with respect to his securities and shared discretion and voting authority for PIP. Seidman is a private investor whose principal office is located at 100 Misty Lane, Parsippany, NJ 07054. Mr. Seidman has sole investment discretion and voting authority for his discretionary clients, SAL, SIP, SIPII, Kerrimatt, his clients and Federal and shared investment discretion and voting authority for PIP. The General Partner of SIP is: Veteri Place Corp; a New Jersey Corporation (Seidman is the sole officer, and shareholder). Seidman through Veteri Place Corp. is entitled to 20% of the profits. The General Partner of SIPII is: Veteri Place Corp; a New Jersey Corporation (Seidman is the sole officer and shareholder). Seidman through Veteri Place Corp. is entitled to 25% of the profits. Seidman is the Managing Member of SAL and Brant Cali is the Managing Member of Seidcal Associates which owns a majority interest in SAL. Seidman is entitled to an annual salary of $300,000 and as Manager is entitled to 5% of the profits earned by SAL and his wife is entitled to 15% of the profits after allowing a return to SAL. Mr. Seidman has an agreement with Kerrimatt, which gives him the complete discretion to vote and dispose of securities of the Issuer owned by Kerrimatt, L.P. Mr. Seidman is entitled to a percentage of the profits derived from these securities, which is calculated after allowing a return to Kerrimatt. Mr. Seidman has an agreement with Federal which gives him the complete discretion to vote and dispose of securities of the Issuer owned by Federal. Mr. Seidman is entitled to a percentage of the profits derived from these securities which is calculated after allowing a return to Federal. Messrs. Seidman and Pollack are the General Partners of PIP and share the investment and voting authority with respect to shares owned by said entity. They are entitled to receive an annual administrative fee equal to a quarter of 1% PIP's assets and are entitled to 20% of the profits. None of the partners of SIP, SIPII, PIP, Kerrimatt, affiliates of or members of SAL or Federal, or Pollack, Seidman, Sill or Jansen, own any shares of Issuer except as disclosed herein. The following are certain provisions concerning the division of profits or losses or guarantees of profits with reference to SAL, SIP, SIPII, PIP, Kerrimatt and Federal. In Section 8.1(d) of the operating agreement for SAL, Mr. Seidman is entitled to 5% of the net profits each year and his wife is entitled to 15% of the net profits. In addition Section 11.3(b) in SAL's operating agreement entitles Mr. Seidman to annual compensation of $300,000. Mr. Seidman is also entitled to 20% of the net profits under the agreements with SIP [Section 9(a)(i)]]. Mr. Seidman is also entitled to 25% of the net profits under the agreement with SIPII. [Section 9]. In addition Mr. Seidman is also entitled to 25% of the Net Profits under the Agreement with Federal (Second Amendment of the Operating Agreement). Mr. Seidman is the Manager of Federal and SAL, and is the president of the corporate general partner of SIP and SIPII; and investment manager for Kerrimatt and, in that capacity, Mr. Seidman has the authority to cause those entities to acquire, hold, trade and vote these securities. Messrs. Seidman and Pollack share this responsibility with PIP. SAL, Federal, PIP, Kerrimatt, SIP and SIPII were all created to acquire, hold and sell publicly traded securities. None of the entities disclosed herein were formed to solely acquire, hold and sell the Issuer's securities. Each of these entities owns securities issued by one or more companies other than Issuer. The members and limited partners in SAL, SIP, SIPII, PIP, Kerrimatt and Federal are all passive investors, who do not - and can not - directly or indirectly participate in the management of these entities, including without limitation proxy contests. Seidman's compensation is, in part, dependent upon the profitability of the operations of these entities, but no provision is made to compensate Seidman solely based upon the profits resulting from transactions involving the Issuer's securities. On November 8, 1995, the acting Director of the Office of Thrift Supervision ("OTS") issued a Cease and Desist Order against Seidman ("C & D"), after finding that Seidman recklessly engaged in unsafe and unsound practices in the business of an insured institution. The C & D actions complained of were Seidman's allegedly obstructing an OTS investigation. The C & D ordered him to cease and desist from (i) any attempts to hinder the OTS in the discharge of its regulatory responsibilities, including the conduct of any OTS examination or investigation; and (ii) any attempts to induce any person to withhold material information from the OTS related to the performance of its regulatory responsibilities. The Order also provides that for a period of no less than three (3) years if Seidman becomes an institution-affiliated party of any insured depository institution subject to the jurisdiction of the OTS, to the extent that his responsibilities include the preparation or review of any reports, documents, or other information that would be submitted or reviewed by the OTS in the discharge of its regulatory functions, all such reports, documents, and other information shall, prior to submission to, or review by the OTS, be independently reviewed by the Board of Directors or a duly appointed committee of the Board to ensure that all material information and facts have been fully and adequately disclosed. In addition, a civil money penalty in the amount of $20,812 was assessed. The voting power over the Issuer's securities is not subject to any contingencies beyond standard provisions for entities of this nature, (i.e., limited partnerships and limited liability companies) which govern the replacement of a manager or a general partner. Pursuant to Section 16 of the Amended and Restated Agreement of Limited Partnership (Partnership Agreement), Veteri Place Corporation, as of the end of each fiscal quarter shall be entitled to receive an administrative fee equal to a quarter of 1% of SIP's assets. The scheduled term of SIP is until December 31, 2014 unless sooner terminated as provided in the Partnership Agreement. The Scheduled term of SIPII is until December 31, 2014 unless sooner terminated as provided in the Partnership Agreement. SAL's term shall continue in full force and effect until May 1, 2024 unless terminated as provided for in its operating agreement. Kerrimatt's term shall continue in full force and effect as provided in its Letter Agreement. Mr. Seidman is entitled to a quarterly administration fee equal to a .25% of 1% of Kerrimatt assets with a maximum annual fee of $50,000. Federal's term shall continue in full force and effect until April 30, 2045 as provided for in its operating agreement. Pursuant to Article 10.1 of the operating agreement, Mr. Seidman's management term expires on October 1, 2003. Mr. Seidman is entitled to a quarterly administration fee equal to .25% of 1% of Federal's assets. PIP's term shall continue in full force and effect until June 31, 2020, as provided for in its Partnership Agreement. The persons and entities listed above agreed to act in concert with regard to the election of Directors. The persons and entities listed above reserve the right to terminate their agreement to act in concert. Each of the above entities, except as provided above disclaims any beneficial interest in any shares of Common Stock owned by the other named entities. During the last ten (10) years, none of SAL, SIP, SIPII, Federal, Kerrimatt, PIP, Pollack Sill, Jansen and Seidman (nor any of the members of the limited liability companies nor limited partners of the limited partnerships) to the best of their knowledge, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws; (iii) the Requesting Entities, other than SIPII, Pollack, PIP and Kerrimatt, were parties to a civil proceeding which ultimately mandated activities that were subject to Federal securities laws. Specifically, a civil action was filed by IBSF, during a proxy contest with certain of the Requesting Entities, in the U. S. District Court. The claim was made that these members of the Requesting Entities did not make all of the disclosures required by the Securities Exchange Act of 1934. The District Court entered a Judgment dismissing the claims made by IBSF. The Third Circuit Court of Appeals reversed in part, and remanded the matter, determining that two (2) additional disclosures should have been made. Pending the remand, an Amended Schedule 13D was filed making additional disclosures with regard to Seidcal Associates and Kevin Moore. Thereafter, the District Court entered a Judgment After Remand which directed the inclusion of these disclosures in the Schedule 13D. SOLICITATION; EXPENSES Proxies may be solicited by a Committee comprised of the Nominating Shareholder and all the affiliates of the Nominating Shareholder listed above, (The "Committee") by mail, advertisement, telephone, facsimile, telegraph, and personal solicitation. Seidman will be principally responsible to solicit proxies for the Committee and certain of his employees will perform secretarial work in connection with the solicitation of proxies, for which no additional compensation will be paid. Banks, brokerage houses, and other custodians, nominees, and fiduciaries will be requested to forward the Committee's solicitation material to their customers for whom they hold shares and the Committee will reimburse them for their reasonable out-of-pocket expenses. The Committee has retained D. F. King & Co. to assist in the solicitation of proxies and for related services. The Committee will pay D. F. King & Co. a fee of up to $25,000 and has agreed to reimburse it for its reasonable out-of-pocket expenses. In addition, the Committee has also agreed to indemnify D. F. King & Co. against certain liabilities and expenses, including liabilities and expenses under the federal securities laws. Approximately eight (8) persons will be used by D. F. King & Co. in its solicitation efforts. The entire expense of preparing, assembling, printing, and mailing this Proxy Statement and related materials and the cost of soliciting proxies will be exclusively borne by SAL, SIP, SIPII Federal, Kerrimatt and PIP. Although no precise estimate can be made at the present time, the Committee currently estimates that the total expenditures relating to the Proxy Solicitation incurred by the Committee will be approximately $40,000 of which $-0- has been incurred to date. The Committee intends to seek reimbursement from the Company for those expenses incurred by the Committee, if their nominee is elected, but does not intend to submit the question of such reimbursement to a vote of the Stockholders. Sill and Jansen entered into an agreement with SAL, SIP, SIPII, Federal, Kerrimatt and PIP whereby these entities have agreed to bear their pro-rata costs and expenses of, and indemnify against any and all liability incurred by, Seidman, in connection with Seidman being a candidate and a "participant in a solicitation" (as defined in the rules and regulations under the Securities Exchange Act of 1934, as amended). Sill and Jansen will receive directors' fees upon his election as a Director of the Company in accordance with the Company's then practice. None of the participants in this solicitation nor any associates of the participants except as set forth herein (i) owns beneficially, directly or indirectly, or has the right to acquire, any securities of the Company or any parent or subsidiary of the Company, (ii) owns any securities of the Company of record but not beneficially, (iii) has purchased or sold any securities of the Company within the past two years, (iv) has incurred indebtedness for the purpose of acquiring or holding securities of the Company, (v) is or has been a party to any contract, arrangement or understanding with respect to any securities of the Company within the past year, (vi) has been indebted to the Company or any of its subsidiaries since the beginning of the Company's last fiscal year or (vii) has any arrangement or understanding with respect to future employment by the Company or with respect to any future transactions to which the Company or any of its affiliates will or may be a party. In addition, except as set forth herein none of the participants or any of the persons participating in this solicitation on behalf of the participants nor any associate or immediate family member of any of the foregoing persons has had or is to have a direct or indirect material interest in any transaction with the Company since the beginning of the Company's last fiscal year, or any proposed transaction, to which the Company or any of its affiliates was or is a party. (vi) During the past ten years none of the participants has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (vii) As of October 16, 2003, there were 1,850,203 shares of Common Stock shares of the Corporation outstanding based upon the Company's Form 10-Q for the period ending September 30, 2003. The record date for the 2003 Annual Meeting is April 5, 2004. Entity Date Cost Cost Shares Purch per Share - ----------------------------------------------------------------------------- 11-Seidman & Assoc 11/5/01 16.0500 1,605.00 100 11-Seidman & Assoc 11/13/01 16.2000 32,400.00 2,000 11-Seidman & Assoc 6/14/02 18.2000 150,150.00 8,250 11-Seidman & Assoc 5/8/03 21.8933 41,049.94 1,875 11-Seidman & Assoc 5/12/03 21.8927 197,034.30 9,000 11-Seidman & Assoc 5/13/03 22.0000 291,500.00 13,250 11-Seidman & Assoc 7/18/03 23.5300 164,451.17 6,989 Total 878,190.41 41,464 11-SIP 5/31/02 17.4500 17,450.00 1,000 11-SIP 6/14/02 18.2000 75,075.00 4,125 11-SIP 5/8/03 21.8933 41,049.94 1,875 11-SIP 5/12/03 21.8927 197,034.30 9,000 11-SIP 5/13/03 22.0000 291,500.00 13,250 11-SIP 5/14/03 22.0900 110,450.00 5,000 11-SIP 7/18/03 23.5300 136,097.52 5,784 Total 868,656.76 40,034 11-SIP II 6/14/02 18.2000 93,275.00 5,125 11-SIP II 5/8/03 21.8933 20,535.92 938 11-SIP II 6/5/03 22.8500 15,995.00 700 11-SIP II 7/18/03 23.5300 68,048.76 2,892 Total 197,854.68 9,655 12-Federal Holdings 6/14/02 18.2000 93,275.00 5,125 12-Federal Holdings 5/8/03 21.8933 20,514.02 937 12-Federal Holdings 6/5/03 22.8500 15,995.00 700 12-Federal Holdings 7/18/03 23.5300 62,378.03 2,651 Total 192,162.05 9,413 12-Kerri-Matt 5/31/02 17.4500 17,450.00 1,000 12-Kerri-Matt 6/14/02 18.2000 75,075.00 4,125 12-Kerri-Matt 5/8/03 21.8933 20,514.02 937 12-Kerri-Matt 6/5/03 22.8500 15,995.00 700 12-Kerri-Matt 7/18/03 23.5300 56,707.30 2,410 Total 185,741.32 9,172 12-Pollack Invest Prtshp 5/31/02 17.4500 17,450.00 1,000 12-Pollack Invest Prtshp 6/14/02 18.2000 75,075.00 4,125 12-Pollack Invest Prtshp 5/8/03 21.8933 20,535.92 938 12-Pollack Invest Prtshp 6/5/03 22.8500 15,995.00 700 12-Pollack Invest Prtshp 7/18/03 23.5300 79,390.22 3,374 Total 208,446.14 10,137 Dennis Pollack 7/23/03 24.2723 72,816.84 3,000 Total 72,816.84 3,000 Seidman & Clients 5/31/02 17.4500 8,725.00 500 Seidman & Clients 6/14/02 18.2000 75,075.00 4,125 Seidman & Clients 7/24/03 24.6049 24,604.85 1,000 Seidman & Clients 7/24/03 24.6049 24,604.85 1,000 Total 133,009.70 6,625 Mark Sill & Diance M. Sill 10/24/03 33.21 16,922.51 500 Total 16,605.00 500 David L. Jansen 10/20/03 31.99 16,024.00 500 Total 16,024.00 500 Total Total 2,769,824.50 130,500 Affidavit I, Mark Sill, consent to be named in the proxy statement as a nominee and to serve as a director, if elected at the next Annual Meeting of First Federal Bancshares, Inc. /ss/Mark Sill ----------------------- Mark Sill Sworn to before me This20th day of November, 2003 /ss/Melissa A. Tucker ____________________________________ A Notary Public of Illinois My Commission Expires 10/16/06. Affidavit I, David L. Jansen, consent to be named in the proxy statement as a nominee and to serve as a director, if elected at the next Annual Meeting of First Federal Bancshares, Inc. /ss/David L. Jansen ----------------------- David L. Jansen Sworn to before me This 21st day of November, 2003 /ss/Gary Blomgren ____________________________________ A Notary Public of Illinois My Commission Expires 12/31/06. EX-99.2 4 eexif.txt JOINT FILING STATEMENT Exhibit 9.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement and that such Statement and all amendments to such statement is made on behalf of each of them. In addition the undersigned hereby appoints Lawrence B. Seidman as attorney-in-fact for the undersigned with authority to execute and deliver on behalf of the undersigned any and all documents (including any amendments thereto) required to be filed by the undersigned or otherwise executed and delivered by the undersigned pursuant to the Securities Exchange Act of 1934, as amended, all other federal, state and local securities and corporation laws, and all regulations promulgated thereunder. IN WITNESS WHEREOF, the undersigned hereby execute this agreement on January 27, 200. 1/27/04 /ss/ David L. Jansen ------ ------------------------------ Date David L. Jansen 1/27/04 /ss/Mark Sill ------ ------------------------------ Date Mark Sill -----END PRIVACY-ENHANCED MESSAGE-----