-----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, HaG3rL4FTR8tsN6aKHEDeTENRtSGUnBirSonO9worSIal9HjtLfNerXSY1mewje7 G308Bn4xng9SKXi9OmwJaw== 0000950124-03-000045.txt : 20030114 0000950124-03-000045.hdr.sgml : 20030114 20030110172650 ACCESSION NUMBER: 0000950124-03-000045 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030110 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS FIRST BANCORP INC CENTRAL INDEX KEY: 0001127442 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 383573582 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-61551 FILM NUMBER: 03511267 BUSINESS ADDRESS: STREET 1: 525 WATER ST CITY: PORT HURON STATE: MI ZIP: 48060 BUSINESS PHONE: 8109878300 MAIL ADDRESS: STREET 1: 525 WATER ST CITY: PORT HURON STATE: MI ZIP: 48060 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS FIRST FOUNDATION INC CENTRAL INDEX KEY: 0001213881 IRS NUMBER: 383401243 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: CITIZENS FIRST BANCORP INC STREET 2: 525 WATER ST CITY: PORT HURON STATE: MI ZIP: 48060 BUSINESS PHONE: 8109878300 MAIL ADDRESS: STREET 1: CITIZENS FIRST BANCORP INC STREET 2: 525 WATER ST CITY: PORT HURON STATE: MI ZIP: 48060 SC 13D 1 k73970sc13d.htm SCHEDULE 13D sc13d
 

CUSIP No. 17461R106

         
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.     )*

Citizens First Bancorp, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

17461R106

(CUSIP Number)

Marshall J. Campbell, President
Citizens First Savings Charitable Foundation, Inc.,
to be known as
Citizens First Foundation, Inc.
525 Water Street, Port Huron, Michigan 48060
(810) 987-8300

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 31, 2002

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
  Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240. 13d-7 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).

  Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 
SEC 1746 (11-02)

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CUSIP No. 17461R106


  1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Citizens First Savings Charitable Foundation, Inc., to be known as Citizens First Foundation, Inc.
  38-3401243


  2. Check the Appropriate Box if a Member of a Group (See Instructions)

     (a)   o

     (b)   o


  3. SEC Use Only  


  4. Source of Funds (See Instructions) OO


  5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o


  6. Citizenship or Place of Organization Michigan


  7.   Sole Voting Power 840,336
Number of  
   
Shares   8.   Shared Voting Power 0
 
Beneficially        
   
Owned by Each   9.   Sole Dispositive Power 840,336
 
Reporting      
   
Person   10.   Shared Dispositive Power 0
 
With      

  11. Aggregate Amount Beneficially Owned by Each Reporting Person 840,336


  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o


  13. Percent of Class Represented by Amount in Row (11) 9.8%


  14. Type of Reporting Person (See Instructions) CO


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CUSIP No. 17461R106

Item 1. Security and Issuer.

     The title of the class of equity securities to which this statement relates is Common Stock, par value $0.01 per share (“Common Shares”), of Citizens First Bancorp, Inc., a Delaware corporation (“Citizens”). The address of Citizens’ principal executive offices is 525 Water Street, Port Huron, Michigan 48060.

Item 2. Identity and Background.

     This statement is being filed by Citizens First Savings Charitable Foundation, Inc., to be known as Citizens First Foundation, Inc., a Michigan non-profit corporation, who is referred to in this Schedule as the “Reporting Person.” The Reporting Person’s principal business is to hold and administer funds for charitable purposes. The Reporting Person’s business address is 525 Water Street, Port Huron, Michigan 48060.

     The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). The Reporting Person has not, during the last five years, 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.

Item 3. Source and Amount of Funds or Other Consideration.

     No consideration was given for the Reporting Person’s acquisition of the Common Shares. The Common Shares were acquired by way of the merger (the “Merger”) of Citizens First Foundation, a Delaware non-profit corporation (the “Delaware Foundation”), into Citizens First Savings Charitable Foundation, Inc., to be known as Citizens First Foundation, Inc., a Michigan non-profit corporation and the surviving corporation of the Merger (the “Michigan Foundation”). The 680,336 Common Shares owned by the Delaware Foundation prior to the Merger were acquired as described in the Schedule 13D filed by the Delaware Foundation with the Securities and Exchange Commission on May 15, 2001. Subsequent to the filing of such Schedule 13D, the Delaware Foundation made various charitable donations of the Citizens Common Shares reported on that Schedule 13D. The 160,000 Common Shares owned immediately prior to the Merger by the Michigan Foundation were acquired by purchase on the open market with existing funds of the Michigan Foundation.

Item 4. Purpose of Transaction.

     The Merger resulted in combined holding by the Reporting Person of 840,336 Common Shares. The Merger was effectuated for the purpose of simplifying operations and reducing overhead expenses.

     Subject to market conditions and other factors that the Reporting Person may deem material, the Reporting Person may, from time to time, acquire additional Common Shares, or rights to purchase Common Shares in the open market, in privately negotiated transactions, by gift or otherwise, depending upon the price and availability of such shares or rights. The

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CUSIP No. 17461R106

Reporting Person may also dispose of some of all of the Common Shares that it beneficially owns, periodically, by public or private sale (registered or unregistered and with or without the simultaneous sale of newly-issued Common Shares by Citizens), gift, pledge, or otherwise, including, without limitation, sales of Common Shares by the Reporting Person pursuant to Rule 144 under the Securities Act of 1933, as amended, or otherwise. The Reporting Person reserves the right not to acquire Common Shares or not to dispose of all or part of such Common Shares if it determines such acquisition or disposal is not in its best interests at that time.

     Other than as described above, the Reporting Person does not have any current plans or proposals which relate to, or would result in, (a) any acquisition or disposition of securities of Citizens, (b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Citizens or any of its subsidiaries, (c) any sale or transfer of a material amount of assets of Citizens or any of its subsidiaries, (d) any change in the present board of directors or management of Citizens, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in Citizens’ present capitalization or dividend policy, (f) any other material change in Citizens’ business or corporate structure, (g) any changes in Citizens’ Articles of Incorporation or Bylaws or other actions which may impede the acquisition of control of Citizens by any person, (h) causing a class of securities of Citizens to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of Citizens’ equity securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any action similar to those enumerated above.

Item 5. Interest in Securities of the Issuer.

     (a)  The number and percentage of shares of Common Shares beneficially owned by the Reporting Person as the date of the event which requires filing this Schedule 13D are as follows:

                 
    Number     Percent*  
   
   
 
Citizens First Savings Charitable Foundation, Inc., to be known as Citizens First Foundation, Inc.
    840,336       9.8 %

*Based on 8,580,402 shares of Citizens’ stock outstanding on December 31, 2002, which number was based on information provided to the Reporting Person by Citizens.

     (b)  The Reporting Person has sole voting power and sole investment power over the 840,336 Common Shares reported above as beneficially owned by it.

     (c)  The Delaware Foundation, a constituent corporation in the Merger, made a gift of 9,350 Common Shares to the Community Foundation of St. Clair County on December 30, 2002. Other than that gift and the acquisition of Common Shares resulting from the Merger, no other transactions in Citizens’ Common Shares have been effected by the Reporting Person during the past 60 days.

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     (d)  No other person is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by the Reporting Person.

     (e)  Not applicable.

     
Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     None.

     
Item 7.   Material to be Filed as Exhibits.

     None.

SIGNATURES

     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.

             
Dated:   January 10, 2003     CITIZENS FIRST SAVINGS CHARITABLE FOUNDATION, INC., TO BE KNOWN AS CITIZENS FIRST FOUNDATION, INC.
             
             
          By: /s/Marshall J. Campbell, President
           
            Marshall J. Campbell, President

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