-----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, EEEJHOZdJxgVWkkNC8h5f3sX65svf7mw76nuPx+8vcHdrctp53vFNy5Zp1aUrkFD vGqowDj7eELJHLLxOySATw== 0000922996-02-000026.txt : 20020620 0000922996-02-000026.hdr.sgml : 20020620 20020620144208 ACCESSION NUMBER: 0000922996-02-000026 CONFORMED SUBMISSION TYPE: DEFN14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020620 FILED AS OF DATE: 20020620 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ERNEST HOREJSI TRUST NO 1B CENTRAL INDEX KEY: 0001091477 FILING VALUES: FORM TYPE: DEFN14A BUSINESS ADDRESS: STREET 1: 122 SOUTH PHILLIPS AVENUE CITY: SIOUX FALLS STATE: SD ZIP: 67402 MAIL ADDRESS: STREET 1: 122 SOUTH PHILLIPS AVENUE CITY: SIOUX FALLS STATE: SD ZIP: 67402 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST FINANCIAL FUND INC CENTRAL INDEX KEY: 0000790202 IRS NUMBER: 133341573 STATE OF INCORPORATION: MD FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEFN14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04605 FILM NUMBER: 02683127 BUSINESS ADDRESS: STREET 1: GATEWAY ENTER THREE 100 MULBERRY ST CITY: NEWARK STATE: NJ ZIP: 07102-4077 BUSINESS PHONE: 2013677530 MAIL ADDRESS: STREET 1: GATEWAY CENTER THREE 100 MULBERRY STREET CITY: NEWARK STATE: NJ ZIP: 07102-4077 FORMER COMPANY: FORMER CONFORMED NAME: FIRST SAVINGS & BANKING INSTITUTIONS FUND INC DATE OF NAME CHANGE: 19860402 DEFN14A 1 firstfinancialfundproxy.txt DEFINTIIVE PROXY STATEMENT BY NON-MANAGEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Under Rule 14a-12 First Financial Fund, Inc. (Name of Registrant as Specified in Its Charter) Lola Brown Trust No. 1B (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: __________________ (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: __________________ (5) Total fee paid: ________________________ [ ] Fee paid previously with preliminary materials. [ ] 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: ____________________ (2) Form, Schedule or Registration Statement No.: ___________________ (3) Filing Party: ________________________ (4) Date Filed: ______________________ SHAREHOLDERS 614 BROADWAY FOR TOMORROW POB 801 YANKTON, SOUTH DAKOTA 57078 Dear Fellow Shareholder: I am writing this letter on behalf of the First Financial Shareholders for Tomorrow, which includes the five largest shareholders of First Financial Fund, Inc. (the "Fund"). The participants in First Financial Shareholders for Tomorrow own more than 39% of the Fund's stock. The Fund has called its annual meeting of shareholders for the purpose of electing two (2) directors. The meeting is scheduled to be held on August 12, 2002 at 10:30 a.m., at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077. First Financial Shareholders for Tomorrow is seeking your support in electing its nominees, Dr. Dean Jacobson and Joel W. Looney, to the Fund's Board of Directors. As the Fund's largest shareholders, participants in First Financial Shareholders for Tomorrow believe that they have the greatest financial incentive to ensure that the Fund's performance is strong. The incumbent directors running for reelection each oversee more than 70 other portfolios, and First Financial Shareholders for Tomorrow does not believe these incumbents can provide a sufficiently high level of attention for your Fund if they are simultaneously serving as directors or trustees of so many other investment funds. Please vote "FOR" the election of nominees of First Financial Shareholders for Tomorrow as directors of the Fund and return your proxy card now in the enclosed envelope. If you have any questions or need assistance in voting your shares, please contact MacKenzie Partners, Inc., who is assisting in the solicitation, toll-free at (800) 322-2885. Sincerely yours, STEWART R. HOREJSI PROXY STATEMENT IN OPPOSITION TO THE SOLICITATION BY THE BOARD OF DIRECTORS OF FIRST FINANCIAL FUND, INC. ANNUAL MEETING OF SHAREHOLDERS To be held on August 12, 2002 To Our Fellow Shareholders: This proxy statement and the enclosed GREEN proxy card are being furnished by First Financial Shareholders for Tomorrow ("Shareholders for Tomorrow") to holders of record on May 22, 2002 (the "Record Date") of shares of common stock of First Financial Fund, Inc., a Maryland corporation (the "Fund"), in connection with the solicitation of proxies by Shareholders for Tomorrow for use at the annual meeting of shareholders of the Fund scheduled to be held on Monday, August 12, 2002 at 10:30 a.m., local time, and any and all adjournments or postponements thereof. The annual meeting will be held at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077. We estimate that this proxy statement and the accompanying GREEN proxy card will first be sent to the Fund's shareholders on or about June 21, 2002. The election of two Class I directors of the Fund is the only matter scheduled to be voted upon at the annual meeting. Shareholders for Tomorrow is soliciting your proxy in support of the election of Dr. Dean Jacobson and Joel W. Looney, Shareholders for Tomorrow's two nominees as Class I directors (terms expiring in 2005) of the Fund's Board of Directors. REASONS FOR SHAREHOLDERS FOR TOMORROW'S SOLICITATION Shareholders for Tomorrow has undertaken this proxy solicitation because it believes its nominees will provide an important and necessary voice for Fund shareholders. The largest shareholder participating in Shareholders for Tomorrow, the Lola Brown Trust No. 1B (the "Trust") has owned the Fund's common stock since August 1999 and has invested more than $22 million in 2,568,200 (or approximately 10.9%) of the Fund's shares. In addition to the Trust's holdings, other participants in Shareholders for Tomorrow (described below) hold a total of approximately 6,775,000 shares, or about 28.7% of the Fund's shares. Thus, in the aggregate, the participants in Shareholders for Tomorrow include the five largest shareholders of the Fund, holding approximately 39.6% of the Fund's shares. Because of their substantial investment in the Fund, the participants in Shareholders for Tomorrow have considerable economic motivation to ensure that the Fund's performance is and remains strong. For the reasons stated below, Shareholders for Tomorrow believes that its nominees will provide the requisite "voice" for shareholders and will make sure that Fund performance remains strong. Shareholders for Tomorrow would like shareholders to consider two important reasons for supporting its nominees: o First, Shareholders for Tomorrow believes that the nominees of the Fund's board of directors, Messrs. Dorsey and La Blanc, may not provide a sufficiently high level of attention for your Fund when they are simultaneously serving as directors or trustees of more than 70 other investment funds. Fund directors have a duty to closely monitor the Fund's investments and Shareholders for Tomorrow believes Fund shareholders should carefully consider whether Messrs. Dorsey and La Blanc's responsibilities to so many other investment funds will impact their ability to adequately monitor Fund investments and otherwise fulfill their duties as shareholder "watchdogs." According to the Fund's proxy statement, Mr. Dorsey, who is 75, is retired and currently serves as a director or trustee of 78 portfolios within the Prudential Fund Complex and a director of The High Yield Plus Fund, Inc. Mr. La Blanc, who is 68, is President of Robert E. La Blanc Associates, an information technologies consulting firm. Mr. La Blanc currently serves as a director or trustee of 74 portfolios within the Prudential Fund Complex and a director of The High Yield Plus Fund, Inc. and is also a director of four public companies and a college trustee. The nominees of Shareholders for Tomorrow are Dr. Jacobson and Mr. Looney. Dr. Jacobson is 63 and is a retired professor at Arizona State University and is founder and president of Forensic Engineering, Inc., a firm providing expert witness services for litigation. Mr. Looney is 40 and is a partner in Financial Management Group, LLC (which provides financial planning services for individuals and businesses) and is a director of two mutual funds. o Second, Shareholders for Tomorrow believes that share ownership by Fund directors should be an important consideration for shareholders because it necessarily gives the director an "owner's perspective" when making strategic decisions on behalf of the Fund. Shareholders for Tomorrow believes that the Fund should adopt a policy requiring Fund directors to invest one-third of the fees received for serving as a director in shares of the Fund, until the value of such investments equals or exceeds five times the annual fees paid to the director. Dr. Jacobson and Mr. Looney, the nominees of Shareholders for Tomorrow, have agreed to comply with this policy. Shareholders for Tomorrow believes it is simply common sense that a director who is also a significant "owner" will pay more attention to his or her investment (i.e., the Fund) than a non-owner director. Because of the significant level of share ownership by the participants in Shareholders for Tomorrow, a strong "owner's perspective" exists with respect to the Fund. In contrast, based on most recent filings with the SEC, current officers and directors of the Fund hold fewer than 6,000 of the Fund's shares. Although the Fund's proxy statement does not indicate exactly how many shares the Fund's incumbent directors and officers hold, it concedes that the Fund's directors and officers own less than 1% of the shares. According to their mandatory filings with the SEC, Messrs. Dorsey and La Blanc, the incumbent directors nominated under the Fund's proxy statement, own less than 3,000 shares together. Simply put, Shareholders for Tomorrow believes that directors owning so little of the Fund will not have the same incentive as owner-directors when it comes to maximizing Fund performance and shareholder return. On March 26, 2002, the Trust sent a letter to the Fund indicating the Trust's intention to nominate Dr. Jacobson and Mr. Looney for election as directors at the annual meeting unless the Fund's nominating committee nominated Dr. Jacobson and Mr. Looney. The Fund's nominating committee consisted of three directors, Messrs. Dorsey, La Blanc and Whitehead. At the nominating committee's meeting on May 21, 2002, the nominating committee essentially voted to nominate its own members by recommending two of its three members, Messrs. Dorsey and La Blanc, be nominated for reelection. As a result, Shareholders for Tomorrow has commenced this solicitation in order to provide the Fund's shareholders with a choice of nominees for election to the Fund's board. VOTING PROCEDURES If you wish to vote for Shareholders for Tomorrow's nominees, you may do so by completing and returning a GREEN proxy card. A GREEN proxy card that is returned to Shareholders for Tomorrow or its agent will be voted as the shareholder indicates thereon. If a GREEN proxy card is returned without a vote indicated thereon, the shares represented thereby will be voted FOR the election of Shareholders for Tomorrow's nominees. Discretionary authority is provided in the proxy sought hereby as to other business as may properly come before the annual meeting (of which Shareholders for Tomorrow is not aware as of the date of this proxy statement) and matters incident to the conduct of the annual meeting, which discretionary authority will be exercised in accordance with Rule 14a-4 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. Your vote at the annual meeting is especially important, no matter how many or how few shares you own. Please sign and date the enclosed proxy card and return it in the enclosed postage-paid envelope promptly. The Fund currently has a total of five directors, divided into three classes. There are two Class I directors, whose terms expire in 2002, two Class II directors, whose terms expire in 2003, and one Class III director, whose term expires in 2004. As described more fully above under "Reasons for the Solicitation," the participants in Shareholders for Tomorrow believe that, as the Fund's five largest shareholders, they have the greatest economic motivation to ensure that the Fund's performance will be strong. At the annual meeting, the Trust will propose Dr. Dean Jacobson and Joel W. Looney as the Class I directors (terms expiring in 2005) to be elected at the annual meeting. GREEN proxy cards that are properly signed, dated and returned will be voted in a manner consistent with this proposal. Voting, Quorum Only shareholders of record on the Record Date will be entitled to vote at the annual meeting. According to information contained in the Fund's 2002 proxy statement, there were 23,622,382 shares of the Fund's common stock issued and outstanding as of the Record Date. Holders of record on the Record Date will be entitled to cast one vote on each matter for each share of the Fund's common stock held by them. Shares of the Fund's common stock do not have cumulative voting rights. Directors of the Fund are elected by a vote of a majority of the outstanding voting shares. Shareholders for Tomorrow recommends that shareholders vote FOR the election of its nominees, Dr. Jacobson and Mr. Looney. Broker non-votes are shares held in street name for which the broker indicates that instructions have not been received from the beneficial owners or other persons entitled to vote and with respect to which the broker does not have discretionary voting authority. Broker non-votes will be counted as shares present for purposes of determining whether a quorum is present, as will shares in which the shareholder elects to withhold authority to vote for all nominees. Broker non-votes and withheld shares will effectively will be a vote against any nominees, because the required vote is a majority of the Fund's outstanding shares. Under the By-Laws of the Fund, a quorum for the transaction of business is constituted by the presence in person or by proxy of a majority of the outstanding shares of the Fund entitled to vote at the meeting. Revocation of Proxies Any proxy given in connection with the annual meeting (whether given to the Fund or to Shareholders for Tomorrow) may be revoked by a shareholder at any time prior to the voting thereof at the annual meeting by delivering a written revocation to the Secretary of the Fund or to the presiding officer at the annual meeting, by executing and delivering a later dated proxy to Shareholders for Tomorrow or the Fund or their solicitation agents, or by voting in person at the annual meeting. Attendance at the annual meeting will not in and of itself revoke a proxy. There is no limit on the number of times that a shareholder may revoke his or her proxy prior to the annual meeting. Only the latest dated, properly signed proxy card will be counted. IF YOU HAVE ALREADY SENT A PROXY CARD TO THE BOARD OF DIRECTORS OF THE FUND, YOU MAY REVOKE THAT PROXY AND VOTE FOR THE NOMINEES OF SHAREHOLDERS FOR TOMORROW BY SIGNING, DATING AND MAILING THE ENCLOSED GREEN PROXY CARD IN THE ENVELOPE PROVIDED. IF YOU WISH TO VOTE FOR SHAREHOLDERS FOR TOMORROW"S NOMINEES, YOU MAY DO SO BY COMPLETING AND RETURNING A GREEN PROXY CARD. A GREEN PROXY CARD THAT IS RETURNED TO SHAREHOLDERS FOR TOMORROW OR ITS AGENT WILL BE VOTED AS THE SHAREHOLDER INDICATES THEREON. IF A GREEN PROXY CARD IS RETURNED WITHOUT A VOTE INDICATED THEREON, IT WILL BE VOTED IN FAVOR OF SHAREHOLDERS FOR TOMORROW'S NOMINEES. INFORMATION CONCERNING SHAREHOLDERS FOR TOMORROW Shareholders for Tomorrow was formed in June 2002 by the Trust and the other trusts for the benefit of certain members of the Horejsi family described below. Shareholders for Tomorrow is not a separate legal entity or organization. It was formed for the purpose of soliciting proxies for the Fund's annual meeting. Dr. Jacobson and Mr. Looney are not participants in Shareholders for Tomorrow. The Trust is a trust organized by Lola Brown for the benefit of her issue. The business address of the Trust is 614 Broadway, P.O. Box 801, Yankton, South Dakota 57078. As of the Record Date, the Trust owned 2,568,200 shares of the Fund's common stock, representing approximately 10.9% of the issued and outstanding shares of the Fund's common stock. Information regarding purchases of shares of the Fund's common stock by the Trust during the last two years is set forth on Exhibit 1 attached hereto. During such period, the Trust has not sold any shares of the Fund. The trustees of the Trust, Badlands Trust Company ("Badlands"), Susan Ciciora and Larry Dunlap, may be deemed to control the Trust and may be deemed to possess indirect beneficial ownership of the shares held by the Trust. However, none of the trustees, acting alone, can vote or exercise dispositive authority over shares held by the Trust. Accordingly, Badlands, Ms. Ciciora and Mr. Dunlap disclaim beneficial ownership of the shares of the Fund's common stock beneficially owned, directly or indirectly, by the Trust. The Ernest Horejsi Trust No. 1B (the "EH Trust") is a trust organized by Ernest Horejsi for the benefit of his issue. The business address of the EH Trust is 614 Broadway, P.O. Box 801, Yankton, South Dakota 57078. As of the Record Date, the EH Trust owned 1,795,100 shares of the Fund's common stock, representing approximately 7.6% of the issued and outstanding shares of the Fund's common stock. Information regarding purchases of shares of the Fund's common stock by the EH Trust during the last two years is set forth on Exhibit 1 attached hereto. During such period, the EH Trust has not sold any shares of the Fund. The trustees of the EH Trust, Badlands, Ms. Ciciora and Mr. Dunlap, may be deemed to control the EH Trust and may be deemed to possess indirect beneficial ownership of the shares held by the EH Trust. However, none of the trustees, acting alone, can vote or exercise dispositive authority over the shares held by the EH Trust. Accordingly, Badlands, Ms. Ciciora and Mr. Dunlap disclaim beneficial ownership of the shares of the Fund's common stock beneficially owned, directly or indirectly, by the EH Trust. The EH Trust successfully took control of another closed-end fund, US LIFE Income Fund (now Boulder Growth & Income Fund, Inc.) earlier in 2002 (the "BIF Fund"). The Mildred B. Horejsi Trust (the "Mildred Trust") is a trust organized by Mildred Horejsi for the benefit of her issue. The business address of the Mildred Trust is 614 Broadway, P.O. Box 801, Yankton, South Dakota 57078. As of the Record Date, the Mildred Trust owned 1,922,400 shares of the Fund's common stock, representing approximately 8.1% of the issued and outstanding shares of the Fund's common stock. Information regarding purchases of shares of the Fund's common stock by the Mildred Trust during the last two years is set forth on Exhibit 1 attached hereto. During such period, the Mildred Trust has not sold any shares of the Fund. The trustees of the Mildred Trust, Badlands, Ms. Ciciora and Dr. Brian Sippy, may be deemed to control the Mildred Trust and may be deemed to possess indirect beneficial ownership of the shares held by the Mildred Trust. However, none of the trustees, acting alone, can vote or exercise dispositive authority over the shares held by the Mildred Trust. Accordingly, Badlands, Ms. Ciciora and Dr. Sippy disclaim beneficial ownership of the shares of the Fund's common stock beneficially owned, directly or indirectly, by the Mildred Trust. The Stewart R. Horejsi Trust No. 2 (the "SRH Trust") is a trust organized by Stewart R. Horejsi for the benefit of his issue. The business address of the SRH Trust is 614 Broadway, P.O. Box 801, Yankton, South Dakota 57078. As of the Record Date, the SRH Trust owned 1,697,900 shares of the Fund's common stock, representing approximately 7.2% of the issued and outstanding shares of the Fund's common stock. Information regarding purchases of shares of the Fund's common stock by the SRH Trust during the last two years is set forth on Exhibit 1 attached hereto. During such period, the SRH Trust has not sold any shares of the Fund. The trustees of the SRH Trust, Badlands, Robert Kastner and Robert Ciciora, may be deemed to control the SRH Trust and may be deemed to possess indirect beneficial ownership of the shares held by the SRH Trust. However, none of the trustees, acting alone, can vote or exercise dispositive authority over the shares held by the SRH Trust. Accordingly, Badlands, Mr. Kastner and Mr. Ciciora disclaim beneficial ownership of the shares of the Fund's common stock beneficially owned, directly or indirectly, by the SRH Trust. The Susan L. Ciciora Trust (the "Susan Trust") is a trust organized by Susan L. Ciciora for the benefit of her issue. The business address of the Susan Trust is 614 Broadway, P.O. Box 801, Yankton, South Dakota 57078. As of the Record Date, the Susan Trust owned 1,359,800 shares of the Fund's common stock, representing approximately 5.8% of the issued and outstanding shares of the Fund's common stock. Information regarding purchases of shares of the Fund's common stock by the Susan Trust during the last two years is set forth on Exhibit 1 attached hereto. During such period, the Susan Trust has not sold any shares of the Fund. Badlands, as the sole trustee of the Susan Trust, may be deemed to control the Susan Trust and may be deemed to possess indirect beneficial ownership of the shares held by the Susan Trust. In addition, the SRH Trust, as the sole shareholder of Badlands, may also be deemed to control the Susan Trust and may be deemed to possess indirect beneficial ownership of the shares held by the Susan Trust. The John S. Horejsi Trust (the "John Trust") is a trust organized by John S. Horejsi for the benefit of his issue. The business address of the John Trust is 614 Broadway, P.O. Box 801, Yankton, South Dakota 57078. As of the Record Date, the John Trust owned 100 shares of the Fund's common stock, representing less than 1% of the issued and outstanding shares of the Fund's common stock. Information regarding purchases of shares of the Fund's common stock by the John Trust during the last two years is set forth on Exhibit 1 attached hereto. During such period, the John Trust has not sold any shares of the Fund. Badlands, the sole trustee of the John Trust, may be deemed to control the John Trust and may be deemed to possess indirect beneficial ownership of the shares held by the John Trust. Badlands is a South Dakota corporation organized and chartered to act as a private trust company to administer the Trust as well as other related trusts. The directors of Badlands are Mr. Dunlap, Mr. Stephen C. Miller, Robert Ciciora, who is the brother-in-law of Ms. Ciciora, Gail G. Gubbels and Marty Jans. The executive officers of Badlands are Mr. Gubbels, President, Mr. Jans, Secretary, and Mr. Miller, Vice President and Assistant Secretary. Badlands is wholly owned by the SRH Trust. The business address of Badlands is 614 Broadway, P.O. Box 801, Yankton, South Dakota 57078. By virtue of the relationships described above, Messrs. Dunlap, Miller, Jans, Ciciora and Gubbels may be deemed to share the indirect power to vote and direct the disposition of the shares deemed to be indirectly held by Badlands, but such persons disclaim beneficial ownership of such shares. The business address of Mr. Miller is 1680 38th Street, Suite 800, Boulder, Colorado 80301, of Mr. Dunlap is 223 N. Santa Fe, P.O. Box 121, Salina, Kansas 67401, of Messrs. Jans and Gubbels, 614 Broadway, P.O. Box 801, Yankton, South Dakota 57078, and of Mr. Ciciora, 731 Dorchester Drive, Bolingbrook, Illinois 60441. BACKGROUND Among other investments, the Trust and certain of the other Horejsi family trusts have substantial investments in another closed-end mutual fund called the Boulder Total Return Fund, Inc. (the "BTF Fund"). Mr. Looney (one of Shareholders for Tomorrow's nominees for election to the Fund's Board of Directors) is a director of the BTF Fund and Richard Barr, a current director of the Fund, is also a director of the BTF Fund. Stewart Horejsi is the investment manager of each of the two investment advisors that provide investment advisory services to the BTF Fund. If Dr. Jacobson and Mr. Looney are elected as directors of the Fund, together with Mr. Barr (who was nominated by the Fund's board of directors last year at the request of participants in Shareholders for Tomorrow) they would constitute a majority of the Fund's board. At both the BTF Fund and the BIF Fund, after shareholders elected nominees of the participants in Shareholders for Tomorrow as a majority of the those funds' boards, the board of each of those funds elected to retain new investment advisors. Shareholders for Tomorrow and its participants, however, have no current plans to request that the Fund's board retain a new investment advisor. THE NOMINEES GREEN proxy cards which are signed, dated and returned to Shareholders for Tomorrow or its agent, MacKenzie Partners, Inc., will be voted in favor of the election of Dr. Jacobson and Mr. Looney. Dr. Jacobson and Mr. Looney have furnished Shareholders for Tomorrow with the following information concerning their employment history and certain other matters: - ----------------------- ------------------------------------------------------- Principal occupations during last 5 years; Name, Address and Age other directorships held by Nominee - ----------------------- ------------------------------------------------------- Mr. Dean Jacobson Founder and President of Forensic Engineering, Inc. 4747 S. Lakeshore Dr. (expert witness for litigation) since 1977; since 1997 Suite 203 Professor Emeritus at Arizona State University; prior Tempe, Arizona 85282 to 1997 Professor of Engineering at Arizona State Age: 63 University. - ----------------------- ------------------------------------------------------- Joel W. Looney Partner of Financial Management Group, LLC (financial 506 S. Cherry St. planning services for individuals and businesses) since Lindsborg, Kansas 67456 July 1999; Vice President and Chief Financial Officer Age: 40 of Bethany College from June 1995 to June 1999; Director of Boulder Total Return Fund, Inc. and Boulder Growth & Income Fund, Inc. - ----------------------- ------------------------------------------------------ Dr. Jacobson and Mr. Looney have consented to being named in this proxy statement and have agreed to serve as directors of the Fund if elected. They have no family relationship with each other. Neither Dr. Jacobson nor Mr. Looney is an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940. Neither Dr. Jacobson nor Mr. Looney have ever been an officer, employee, director, general partner or shareholder of Wellington Management Company, LLP, the Fund's current investment advisor, or an affiliate thereof, nor do either have any other material direct or indirect interest in such investment advisor or any of its affiliates or the Fund's administrator, Prudential Investments Fund Management LLC. If elected, Dr. Jacobson and Mr. Looney would oversee the Fund, but not any other portfolio in the "fund complex" of which the Fund is a part. The aggregate value of the shares of the Fund owned by each of Mr. Looney and Dr. Jacobson is less than $10,000. Neither Dr. Jacobson nor Mr. Looney have any arrangement or understanding with any person with respect to any future employment by the Fund or its affiliates. Shareholders for Tomorrow has agreed to indemnify Dr. Jacobson and Mr. Looney for any liabilities they may incur in connection with this proxy solicitation. According to the Fund's 2002 proxy statement, each director of the Fund receives an annual fee of $5,000 and all directors are reimbursed for travel and out-of-pocket expenses associated with attending board meetings. According to the Fund's 2002 proxy statement, directors of the Fund do not receive pension or retirement benefits from the Fund. In addition, according to the Fund's 2002 proxy statement, all current directors of the Fund other than Mr. Barr also serve as directors of, and are similarly compensated by, the five other funds in the same "fund complex." BENEFICIAL OWNERSHIP OF COMMON STOCK The following table sets forth certain information as of May 22, 2002 (or June 6, 2002 in the case of Dr. Jacobson) regarding the beneficial ownership of shares of the Fund's common stock by (i) each beneficial owner of more than 5% of the outstanding shares of the Fund's common stock (based on information contained in filings with the Commission), (ii) Shareholders for Tomorrow's nominees for director, (iii) the current executive officers and directors of the Fund (based on information filed with the Securities and Exchange Commission), and (iv) all directors and executive officers as a group. Position Common Stock with the Beneficially Name and Address Fund Owned Percent - ---------------- ------------ ------------- ------- The Lola Brown Trust No. 1B* --- 2,568,200 shares 10.9% The Ernest Horejsi Trust No. 1B* --- 1,795,100 shares 7.6% The Mildred B. Horejsi Trust* --- 1,922,400 shares 8.1% The Stewart Horejsi Trust No. 2* --- 1,697,900 shares 7.2% The Susan L. Ciciora Trust* --- 1,359,800 shares 5.8% The John S. Horejsi Trust* --- 100 shares *** Badlands Trust Company* --- 1,359,800 shares** 5.8% Dr. Dean Jacobson Nominee 500 shares *** 4747 S. Lakeshore Drive Suite 203 Tempe, Arizona 85282 Joel W. Looney Nominee 200 shares *** 506 S. Cherry St. Lindsborg, Kansas 67456 Richard I. Barr Director 100 shares *** 6831 East Solano Drive Phoenix, Arizona 85061 Eugene C. Dorsey Director 613 shares *** 2010 Harbourside Drive, #2003 and Nominee Longboat Key, Florida 34228 Robert E. La Blanc Director 2,000 shares *** 323 Highland Avenue and Nominee Ridgewood, New Jersey 07450 Thomas T. Mooney President, Treasurer 3,000 shares *** 55 St. Paul Street and Director Rochester, New York 14604 Clay T. Whitehead Director --- *** P.O. Box 8090 McLean, Virginia 22106 Arthur J. Brown Secretary --- --- 1800 Massachusetts Avenue, NW Washington, D.C. 20036 R. Charles Miller Assistant Secretary --- --- 1800 Massachusetts Avenue, NW Washington, D.C. 20036 Directors and Officers as a group --- 5,713 shares *** - ------------------- * The address for each of these entities is 614 Broadway, P.O. Box 801, Yankton, South Dakota 57078. ** Includes 1,359,800 shares directly owned by The Susan L. Ciciora Trust. *** Less than 1.0% SHAREHOLDER PROPOSALS According to the Fund's proxy statement, the Fund's By-Laws require shareholders wishing to nominate directors or make proposals to be voted on at the Fund's annual meeting to provide notice to the Secretary of the Fund at least 90 days in advance of the anniversary of the date that the Fund's proxy statement for its previous year's annual meeting was first released to shareholders. Accordingly, if a shareholder intends to present a proposal at the Fund's annual meeting of shareholders in 2003 and desires to have the proposal included in the Fund's proxy statement and form of proxy for that meeting, the shareholder must deliver the proposal to the offices of the Fund at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077 by March 5, 2003. The notice must contain information sufficient to identify the nominee(s) or proposal and to establish that the shareholder beneficially owns shares that would be entitled to vote on the nomination or proposal. Shareholder nominations and proposals that are submitted in a timely manner will not necessarily be included in the Fund's proxy materials. Inclusion of such nomination or proposal is subject to limitation under the federal securities laws. Shareholder nominations or proposals not received by March 5, 2003 will not be considered "timely" within the meaning of Rule 14a-4(c) of the Securities Exchange Act. THE SOLICITATION Proxies will be solicited by mail and possibly by telephone, personal interview or by other means. In addition, Shareholders for Tomorrow has retained MacKenzie Partners, Inc. to assist and to provide advisory services in connection with this proxy solicitation for which it will be paid a fee of $25,000 and will be reimbursed for reasonable out-of-pocket expenses. Shareholders for Tomorrow will indemnify MacKenzie Partners against certain liabilities and expenses in connection with this proxy solicitation, including liabilities under the federal securities laws. MacKenzie Partners has advised Shareholders for Tomorrow that approximately 25 of MacKenzie Partners' employees will provide assistance in connection with the proxy solicitation. No officers, directors or employees of Shareholders for Tomorrow or its participants will solicit proxies. Certain officers, directors or employees of Badlands, the trustee of certain participants in Shareholders for Tomorrow, may solicit proxies. Banks, brokerage houses and other custodians, nominee and fiduciaries will be requested to forward this proxy statement and the accompanying GREEN proxy card to the beneficial owner of shares of common stock for whom they hold of record and Shareholders for Tomorrow will reimburse them for their reasonable out-of-pocket expenses. The expenses related to this proxy solicitation will be borne by Shareholders for Tomorrow. Shareholders for Tomorrow estimates that the total amount of expenses to be incurred by it in this proxy solicitation will be approximately $150,000. Expenses to date have been approximately $25,000. Shareholders for Tomorrow will not seek reimbursement from the Fund for these expenses. If you have any questions concerning this proxy statement or need help voting your shares, please call: MacKenzie Partners, Inc. 105 Madison Avenue New York, New York 10016 email: proxy@mackenziepartners.com Call Collect: (212) 929-5500 or Toll Free: (800) 322-2885 Dated: June 19, 2002 EXHIBIT 1 ALL SECURITIES OF THE FUND PURCHASED OR SOLD WITHIN THE PAST TWO YEARS BY THE PARTICIPANTS IN SHAREHOLDERS FOR TOMORROW AND THE NOMINEES Lola Brown Trust No. 1B Purchases During the Last Two Years Date Shares - --------------------- 02/09/01 5000 02/09/01 5000 02/09/01 5000 02/09/01 4500 02/09/01 500 02/12/01 5000 02/12/01 5000 02/12/01 5000 02/12/01 2900 02/12/01 2100 02/12/01 1400 02/15/01 1600 02/15/01 200 02/16/01 10000 02/22/01 9000 02/22/01 3800 02/22/01 1000 02/22/01 600 02/22/01 400 02/23/01 2000 02/23/01 2000 02/23/01 2000 02/23/01 2000 02/23/01 1200 02/26/01 10000 02/26/01 5000 02/28/01 10000 03/02/01 15000 03/02/01 2000 03/02/01 1000 03/05/01 10000 03/05/01 5700 03/05/01 5000 03/05/01 2000 03/05/01 2000 03/06/01 2000 03/07/01 10000 03/07/01 10000 03/07/01 5000 03/07/01 4800 03/07/01 3200 03/07/01 2000 03/07/01 2000 03/07/01 1900 03/08/01 10000 03/08/01 10000 03/09/01 19500 03/12/01 15000 03/12/01 10000 03/12/01 9500 03/12/01 500 03/13/01 3000 03/13/01 3000 03/13/01 800 03/14/01 15000 03/14/01 12000 03/14/01 11000 03/14/01 5000 03/14/01 2000 03/15/01 5000 03/15/01 2000 03/15/01 2000 03/16/01 4000 03/16/01 2000 03/16/01 2000 03/16/01 2000 03/16/01 1500 03/16/01 1000 03/16/01 500 03/19/01 4000 03/19/01 2000 03/19/01 2000 03/19/01 2000 03/20/01 4000 03/20/01 1400 03/21/01 3000 03/21/01 2200 03/21/01 2000 03/21/01 1500 03/21/01 600 03/22/01 15000 03/22/01 11000 03/22/01 11000 03/22/01 4600 03/26/01 5000 03/26/01 5000 03/26/01 5000 03/26/01 4300 03/26/01 3000 03/26/01 2000 03/26/01 2000 03/26/01 1900 03/26/01 1000 03/26/01 200 03/27/01 15000 03/27/01 14500 03/27/01 3000 03/27/01 3000 03/27/01 2000 03/27/01 2000 03/27/01 1000 03/27/01 500 03/29/01 10000 03/29/01 5400 03/29/01 4400 03/29/01 2000 04/02/01 12000 04/02/01 3000 04/02/01 2500 04/02/01 2100 04/02/01 2000 04/02/01 1900 04/02/01 1800 04/02/01 1000 04/04/01 5000 04/04/01 4200 04/04/01 2000 04/04/01 2000 04/04/01 1300 04/04/01 700 04/05/01 10000 04/05/01 2000 04/05/01 2000 04/05/01 1200 04/05/01 1000 04/05/01 1000 04/05/01 600 04/06/01 15000 04/06/01 11400 04/06/01 6000 04/06/01 5000 04/09/01 2600 04/09/01 1000 04/10/01 7300 04/10/01 2000 04/10/01 2000 04/10/01 1600 04/10/01 1200 04/10/01 1100 04/10/01 1100 04/10/01 1000 04/11/01 9500 04/11/01 900 04/11/01 600 04/12/01 2800 04/12/01 2400 04/12/01 1000 04/12/01 600 05/14/01 5000 05/14/01 5000 05/14/01 1600 05/14/01 1300 05/14/01 1300 05/21/01 3800 Stewart R. Horejsi Trust No.2 Purchases During the Last Two Years Date Shares - ---------------------- 06/01/00 5900 06/01/00 2100 06/01/00 1000 06/05/00 4200 06/06/00 25000 06/07/00 800 06/07/00 17000 06/07/00 10000 06/07/00 9500 06/08/00 10500 06/09/00 100 06/12/00 14600 06/12/00 10000 06/12/00 5000 06/12/00 1200 06/13/00 1200 06/13/00 6100 06/14/00 10000 06/14/00 4000 06/14/00 2000 06/15/00 11800 06/19/00 5000 06/19/00 2200 06/19/00 1100 06/20/00 16700 06/21/00 9600 06/21/00 4300 06/22/00 8700 06/22/00 5000 06/26/00 5200 06/26/00 5200 06/26/00 5000 06/26/00 4800 06/26/00 1200 06/27/00 24200 06/27/00 3600 06/28/00 50000 06/28/00 16000 06/28/00 7000 06/28/00 5800 06/29/00 11100 06/29/00 8500 06/29/00 8000 06/29/00 5500 06/29/00 2400 06/30/00 7800 06/30/00 5000 07/05/00 12300 07/05/00 8400 07/05/00 5000 07/05/00 2400 07/05/00 2100 07/05/00 2100 07/06/00 700 07/07/00 2600 07/07/00 600 07/10/00 4000 07/10/00 4000 07/10/00 4000 07/10/00 3500 07/10/00 2600 07/10/00 1700 07/10/00 700 07/11/00 5000 07/11/00 2000 07/11/00 1400 07/12/00 5000 07/12/00 4900 07/13/00 4600 07/13/00 3000 07/13/00 2900 07/13/00 1100 07/13/00 500 07/14/00 4000 07/14/00 2000 07/14/00 2000 07/14/00 2000 07/14/00 1000 07/14/00 1000 07/14/00 300 07/14/00 10000 07/14/00 200 07/18/00 3000 07/18/00 800 07/18/00 800 07/19/00 15000 07/19/00 9700 07/19/00 6300 07/19/00 5000 07/19/00 3300 07/19/00 2000 07/19/00 2000 07/19/00 1000 07/19/00 1000 07/19/00 300 07/20/00 2600 07/24/00 7000 07/24/00 5000 07/24/00 5000 07/24/00 2400 07/24/00 2000 07/25/00 6000 07/25/00 4000 07/25/00 1000 07/26/00 2000 07/27/00 12000 07/27/00 10000 07/27/00 7100 07/27/00 5000 07/27/00 600 07/28/00 22200 07/31/00 7200 07/31/00 2700 08/01/00 7200 08/01/00 6000 08/01/00 5000 08/01/00 4700 08/02/00 1400 08/03/00 10000 08/03/00 8600 08/04/00 13900 08/04/00 5000 08/07/00 10000 08/07/00 3900 08/07/00 3900 08/07/00 3000 08/08/00 4900 08/10/00 15900 08/10/00 14100 08/10/00 1500 08/14/00 15000 08/14/00 15000 08/14/00 6000 08/14/00 3000 08/14/00 2000 08/15/00 5200 08/16/00 10000 08/16/00 700 08/17/00 14100 08/18/00 10100 08/18/00 10000 08/18/00 10000 08/18/00 2000 08/18/00 1700 08/21/00 11600 08/25/00 20000 08/28/00 15000 08/28/00 3000 08/28/00 2000 08/29/00 5000 08/29/00 1400 09/01/00 12000 09/05/00 10000 09/05/00 10000 09/05/00 5000 09/05/00 5000 09/05/00 3200 09/05/00 2400 09/05/00 2000 09/05/00 1200 09/07/00 7500 09/07/00 5600 09/07/00 5000 09/08/00 1000 09/11/00 20000 09/11/00 15000 09/11/00 4800 09/13/00 3000 09/18/00 10800 09/18/00 5000 09/19/00 24100 09/19/00 10000 09/19/00 4600 09/20/00 20000 09/20/00 16000 09/20/00 10000 09/20/00 6000 09/21/00 12700 09/21/00 7000 09/21/00 6000 09/22/00 10000 Susan L. Ciciora Trust Purchases During the Last Two Years Date Shares - --------------------- 09/21/00 10000 09/22/00 16700 09/22/00 10900 09/22/00 5000 09/28/00 10000 09/28/00 10000 09/28/00 10000 09/28/00 10000 09/29/00 25200 09/29/00 7000 09/29/00 4000 09/29/00 3000 09/29/00 1000 10/02/00 2500 10/03/00 20000 10/03/00 10700 10/05/00 15000 10/10/00 10000 10/13/00 5000 10/13/00 2100 10/13/00 1000 10/16/00 5000 10/16/00 5000 10/16/00 4000 10/16/00 3000 10/16/00 1700 10/16/00 1000 10/17/00 15000 10/17/00 6500 10/17/00 5000 10/17/00 5000 10/17/00 3000 10/17/00 1500 10/18/00 10000 10/18/00 8700 10/18/00 5200 10/18/00 5000 10/18/00 5000 10/18/00 2200 10/19/00 10000 10/20/00 6300 10/20/00 5500 10/20/00 4500 10/23/00 5000 10/23/00 4000 10/24/00 6000 10/24/00 5000 10/24/00 4000 10/24/00 3000 10/25/00 5000 10/25/00 5000 10/25/00 5000 10/26/00 11500 10/26/00 11000 10/26/00 10000 10/26/00 9000 10/26/00 1800 10/30/00 17000 11/06/00 5000 11/06/00 5000 11/06/00 1500 11/06/00 10000 11/06/00 10000 11/06/00 10000 11/06/00 4900 11/06/00 2000 11/06/00 900 11/07/00 5000 11/07/00 5200 11/08/00 1000 11/10/00 5000 11/13/00 20000 11/14/00 1100 11/14/00 3900 11/14/00 10000 11/14/00 10000 11/14/00 10000 11/14/00 5000 11/14/00 5000 11/14/00 6000 11/14/00 5000 11/14/00 5000 11/14/00 3800 11/14/00 200 11/15/00 8500 11/15/00 500 11/15/00 18700 11/15/00 11000 11/16/00 200000 11/16/00 4000 11/16/00 300 11/17/00 50000 11/17/00 50000 11/17/00 30000 11/17/00 10000 11/17/00 10000 11/17/00 10000 11/17/00 10000 11/17/00 10000 11/17/00 10000 11/17/00 10000 11/17/00 5000 11/20/00 10000 11/20/00 5000 11/20/00 2000 11/20/00 2000 11/20/00 2000 11/21/00 5000 11/21/00 2800 11/22/00 6000 11/22/00 6000 11/22/00 5000 11/27/00 5000 11/28/00 5000 11/28/00 5000 11/28/00 2800 11/28/00 2000 11/28/00 2000 11/28/00 200 11/29/00 12000 11/29/00 10000 11/29/00 2000 11/30/00 10000 11/30/00 8800 11/30/00 8300 11/30/00 1200 12/01/00 14400 12/01/00 5000 12/01/00 2400 12/01/00 200 12/04/00 15000 12/04/00 5000 12/05/00 5000 12/05/00 5000 12/05/00 5000 12/05/00 2000 12/05/00 2000 12/05/00 2000 12/06/00 10000 12/06/00 5000 12/06/00 1500 12/07/00 5000 12/07/00 3500 12/08/00 3200 12/11/00 10000 12/11/00 10000 12/11/00 5000 12/11/00 5000 12/11/00 2800 12/11/00 2000 12/11/00 1500 12/11/00 1200 12/11/00 200 12/12/00 5000 12/12/00 5000 12/12/00 5000 12/12/00 5000 12/12/00 2000 12/12/00 1000 12/13/00 5000 12/13/00 5000 01/18/01 25000 01/24/01 8400 01/26/01 30000 01/26/01 5000 01/31/01 800 01/31/01 500 Dean Jacobson Purchases During the Last Two Years Date Shares - ---------------------- 6/6/02 500 Joel W. Looney Purchases During the Last Two Years Date Shares - ---------------------- 10/1/01 50 12/6/01 150 The funds used by the Trust to purchase the above-listed shares were provided by the Trust's cash on hand, from intertrust advances from related trusts, and from margin borrowings under a cash management account maintained by the Trust with Merrill Lynch, Pierce, Fenner & Smith Incorporated, which margin loans aggregated $109,590,410.92 as of May 22, 2002. PROXY APPENDIX 1 Green Proxy Card PROXY CARD THIS PROXY IS SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF FIRST FINANCIAL FUND, INC. BY FIRST FINANCIAL SHAREHOLDERS FOR TOMORROW Proxy for the August 12, 2002 annual meeting of shareholders of First Financial Fund, Inc. The undersigned holder of shares of common stock of First Financial Fund, Inc., a Maryland corporation (the "Fund"), hereby appoints Stewart R. Horejsi, Stephen C. Miller and Nicole L. Murphey, and each of them, as attorneys and proxies for the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of common stock of the Fund that the undersigned is entitled to vote at the annual meeting of shareholders of the Fund to be held at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077 on Monday, August 12, 2002 at 10:30 a.m., local time, and any adjournments or postponements thereof. The undersigned hereby acknowledges receipt of the proxy statement of First Financial Shareholders for Tomorrow and hereby instructs said attorneys and proxies to vote said shares as indicated hereon. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the annual meeting. A majority of the proxies present and acting at the annual meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given. THIS PROXY IS CONTINUED ON THE REVERSE. Please Sign and Date Your Proxy Card on the Reverse and Return Today. - ------------------------------------------------------------------------------- PROXY Green Proxy Card Important: Please indicate your vote by an "X" in the appropriate box below. This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. If no direction is made, this proxy will be voted "For" the Proposal below. Proposal: Election of the following two nominees proposed by First Financial Shareholders for Tomorrow as Directors: Dr. Dean Jacobson and Joel W. Looney [ ] FOR [ ] WITHHOLD You may withhold authority to vote for any individual nominee or nominees by marking the FOR box and striking out the name of any such nominee. First Financial Shareholders for Tomorrow recommends that shareholders vote FOR the Proposal. Signature(s) ___________________________________ ________________________________________________ Date ___________ Title (if applicable) __________________________ Important: Please sign exactly as appears hereon or on the proxy card previously sent to you. When shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the President or other duly authorized officer. If a partnership, please sign in full partnership name by authorized person. Please Sign, Date and Return this Proxy Card Promptly. ------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----