UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-04605
First Financial Fund, Inc.
(Exact name of registrant as specified in charter)
1680 38th Street, Suite 800
Boulder, CO 80301
(Address of principal executive offices) (Zip code)
Stephen C. Miller
1680 38th Street, Suite 800
Boulder, CO 80301
(Name and address of agent for service)
Registrant's telephone number, including area code: (303) 444-5483
Date of fiscal year end: March 31
Date of reporting period: July 1, 2003 - June 30, 2004
Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (ss.ss. 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington,
DC 20549-0609. The OMB has reviewed this collection of information under the
clearance requirements of 44 U.S.C. ss. 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2003 TO JUNE 30, 2004
Matter
Proposed Vote
by Cast Vote For
Shldr Issuer (Yes (For or
Ticker Meeting Record Mtg Description of Matter to or or or Against
Name of Issuer Symbol CUSIP Date Date Type be Voted On Holder No) Against) Mngmnt
ParkVale
Financial Election of the
Corporation PFC 701492100 10/23/03 8/25/03 Annual 1 nominees as Directors Issuer Yes For For
Appointment of Ernst &
Young as the
ParkVale Corporation's
Financial Independent Auditors
Corporation PFC 701492100 10/23/03 8/25/03 Annual 2 for Fiscal 2004. Issuer Yes For For
Chesterfield
Financial Election of the
Corporation CFSL 166435107 11/18/03 10/1/03 Annual 1 nominees as Directors Issuer Yes For For
The ratification of
the appointment of
Crowe Chizek and
Chesterfield Company, LLC as
Financial auditors for the year
Corporation CFSL 166435107 11/18/03 10/1/03 Annual 2 ending June 30, 2004 Issuer Yes For For
Provident
Financial Election of the
Holdings PROV 743868101 11/18/03 10/13/03 Annual 1 nominees as Directors Issuer Yes For For
The approval of the
appointment of
Deloitte & Touche, LLP
as independent
Provident auditors for the
Financial fiscal year ending
Holdings PROV 743868101 11/18/03 10/13/03 Annual 2 June 30, 2004. Issuer Yes For For
Provident
Financial The adoption of the
Holdings PROV 743868101 11/18/03 10/13/03 Annual 3 2003 stock option plan. Issuer Yes Abstain N/A
To approve the
proposal to amend the
Company's restated
Certificate of
Countrywide Incorporation to
Financial increase the
Corporation CFC 222372104 1/9/04 11/28/03 Special 1 authorized common stock Issuer Yes For For
The election of two
directors of the
Perpetual Savings Bank: Michael
Federal Savings R. Melvin and Joseph
Bank PFOH 714273109 1/21/04 11/24/03 Annual 1 P. Valore Issuer Yes For For
The ratification of
the appointment of
Crowe, Chizek and
Company LLP as
auditors for the
Perpetual Savings Bank for the
Federal Savings fiscal year ending
Bank PFOH 714273109 1/21/04 11/24/03 Annual 2 September 30, 2004. Issuer Yes For For
St. Landry Financial The election of four
Corporation SLAN 790851109 1/27/04 12/16/03 Annual 1 directors of thecompany. Issuer Yes For For
The ratification of
the appointment of
John S. Dowling &
Company as the auditors
of the Company for the
St. Landry Financial fiscal year ending
Corporation SLAN 790851109 1/27/04 12/16/03 Annual 2 September 30, 2004. Issuer Yes For For
Approval and adoption
of the agreement and
plan of
reorganization, dated
as of October 16,
2003, by and between
Pacific Crest Capital,
Inc. ("Pacific Crest
Capital"), and Pacific
Capital Bancorp
Pacific Crest ("Pacific Capital
Capital, Inc. PCCI 694166109 2/6/04 12/26/03 Special A Bancorp"). Issuer Yes For For
Northeast
Pennsylvania Election of four
Financial Corp. NEPF 663905107 2/19/04 12/29/03 Annual 1 directors Issuer Yes For For
Approval of the
Northeast Northeast Pennsylvania
Pennsylvania Financial Corp. 2004
Financial Corp. NEPF 663905107 2/19/04 12/29/03 Annual 2 Stock Plan Issuer Yes Against Against
Ratification of the
appointment of KPMG
LLP as independent
Northeast auditors for the
Pennsylvania fiscal year ending
Financial Corp. NEPF 663905107 2/19/04 12/29/03 Annual 3 September 30, 2004 Issuer Yes For For
Approval and adoption
of the Merger Agreement
and Plan of Merger, dated
October 28, 2003, between
the company and HFB Merger
Corp., a wholly owned
subsidiary of the Company,
as described in the
Proxy
HFB Financial Statement, dated
Corporation HFBA 40417C106 2/24/04 1/14/04 Special 1 January 15, 2004 Issuer Yes Against Against
Election of John W.
Charter Johnson, Jr. and
Financial William B. Hudson as
Corporation CHFN 16122M100 2/25/04 12/31/03 Annual 1 Directors Issuer Yes For For
Bank of America Adoption of the merger
Corporation BAC 060505104 3/17/04 1/26/04 Special 1 agreement Issuer Yes For For
Adoption of Bank of
Bank of America America's Amended
Corporation BAC 060505104 3/17/04 1/26/04 Special 2 Stock Plan Issuer Yes For For
Adoption of an
amendment to increase
the number of
authorized shares of
Bank of America Bank of America common
Corporation BAC 060505104 3/17/04 1/26/04 Special 3 stock Issuer Yes For For
Approval of proposal
to adjourn the Bank of
America special
meeting, if necessary,
Bank of America to solicit additional
Corporation BAC 060505104 3/17/04 1/26/04 Special 4 proxies Issuer Yes For For
Fleetboston
Financial Approval of the Merger
Corporation FBF 339030108 3/17/04 1/26/04 Special 1 Agreement Issuer Yes For For
Approval of proposal
to adjourn the
Fleetboston Special
Fleetboston Meeting if necessary,
Financial to solicit additional
Corporation FBF 339030108 3/17/04 1/26/04 Special 2 shares Issuer Yes For For
To approve and adopt
the Agreement and
Plan of Merger dated
as of October 20,
2003 among Seacoast
Financial Services
Corporation, Coast
Merger Sub
Abington Corporation and
Bancorp, Inc. ABBK 00350P100 3/25/04 2/5/04 Special 1 Abington Bancorp, Inc. Issuer Yes For For
To adjourn the Special
Meeting to a later
date or dates, if
necessary to permit
further solicitation
of proxies in the
event there are not
sufficient votes at
the time of the
Special Meeting to
approve and adopt the
Abington Agreement and Plan of
Bancorp, Inc. ABBK 00350P100 3/25/04 2/5/04 Special 2 Merger Issuer Yes For For
Federal Home
Loan Mortgage
Corp (Freddie Election of twelve
Mac) FRE 313400301 3/31/04 2/20/04 Annual 1 (12) directors Issuer Yes For For
Ratification and
Federal Home appointment of
Loan Mortgage PricewaterhouseCoopers
Corp (Freddie LLP as independent
Mac) FRE 313400301 3/31/04 2/20/04 Annual 2 auditors Issuer Yes For For
Hanmi Financial Issuance of common
Corporation 410495105 4/7/04 2/10/04 Special 1 stock Issuer Yes For For
Pacific Union
Bank 695025106 4/7/04 2/10/04 Special 1 Approval of merger Issuer Yes For For
To approve the sale of
Medical Office
Properties, Inc.'s
medical office
building portfolio to
Medical Office CNL Retirement
Properties, Inc. 58462U201 4/14/04 Special 1 Properties, Inc. Issuer Yes For For
To approve the sale of
Medical Office
Properties, Inc.'s
long-term care
Medical Office portfolio to LTC
Properties, Inc. 58462U201 4/14/04 Special 2 Acquisition LLC. Issuer Yes For For
An amendment to
Medical Office
Properties, Inc.'s
charter to eliminate
the right of an
objecting shareholder
of our company to
demand and receive the
fair value of such
stockholder's shares
upon the occurrence of
certain events,
including without
limitation, the sale
of Medical Office
Properties, Inc.'s
Medical Office medical office
Properties, Inc. 58462U201 4/14/04 Special 3 building portfolio. Issuer Yes For For
Trustmark Election of twelve
Corporation TRMK 898402102 4/20/04 2/20/04 Annual 1 (12) directors Issuer Yes For For
Cardinal
Financial Election of four (4)
Corporation CFNL 14149F109 4/21/04 3/8/04 Annual 1 directors Issuer Yes For For
Approve the Company's
Cardinal 2002 Equity
Financial Compensation Plan, as
Corporation CFNL 14149F109 4/21/04 3/8/04 Annual 2 amended and restated Issuer Yes Against Against
Ratify the appointment
Cardinal of KPMG LLP as the
Financial Company's independent
Corporation CFNL 14149F109 4/21/04 3/8/04 Annual 3 auditors for 2004 Issuer Yes For For
Election of Robert H.
First Indiana McKinney and Michael
Corporation FINB 32054R108 4/21/04 2/12/04 Annual 1 L. Smith as Directors Issuer Yes For For
Proposal to ratify
selection of KPMG LLP
First Indiana as independent
Corporation FINB 32054R108 4/21/04 2/12/04 Annual 2 auditors for 2004 Issuer Yes For For
First Pactrust Election of two (2)
Bancorp, Inc. FPTB 33589V101 4/21/04 3/12/04 Annual 1 directors Issuer Yes For For
Hibernia Election of four (4)
Corporation HIB 428656102 4/21/04 2/25/04 Annual 1 directors Issuer Yes For For
Ratify the appointment
of Ernst & Young LLP
as independent
Hibernia auditors for the
Corporation HIB 428656102 4/21/04 2/25/04 Annual 2 Company for 2004 Issuer Yes For For
Ohio Casualty Election of three (3)
Corporation OCAS 677240103 4/21/04 3/1/04 Annual 1 directors Issuer Yes For For
To consider and vote
upon a shareholder
proposal regarding the
Ohio Casualty compensation for
Corporation OCAS 677240103 4/21/04 3/1/04 Annual 2 senior executives Holder Yes Against For
Election of Jonnie L.
River Valley Davis and Charles J.
Bancorp RIVR 768475105 4/21/04 2/26/04 Annual 1 McKay as directors Issuer Yes For For
To approve the
Westbank Corporation
Westbank 2004 Recognition and
Corporation WBKC 957116106 4/21/04 3/1/04 Annual 2 Retention Plan Issuer Yes Against Against
Ratify the appointment
of Grant Thornton LLP
as the Corporation's
independent public
accountants for the
Westbank fiscal year ending
Corporation WBKC 957116106 4/21/04 3/1/04 Annual 3 December 31, 2004 Issuer Yes For For
To elect Roland O.
Westbank Archambault for a
Corporation WBKC 957116106 4/21/04 3/1/04 Annual 1A three-year term Issuer Yes For For
To elect Donald R.
Westbank Chase for a three-year
Corporation WBKC 957116106 4/21/04 3/1/04 Annual 1B term Issuer Yes For For
To elect George R.
Westbank Sullivan for a
Corporation WBKC 957116106 4/21/04 3/1/04 Annual 1C three-year term Issuer Yes For For
Fidelity
Southern Election of seven (7)
Corporation LION 316394105 4/22/04 3/5/04 Annual 1 directors Issuer Yes For For
Approve and adopt
the Agreement and
Plan of Merger by and
between Firstfed
America Bancorp,
Inc. and Webster
Financial Corporation,
which provides,
among other things,
for the merger
FirstFed America of Firstfed America
Bancorp, Inc. FAB 337929103 4/22/04 3/3/04 Special 1 with and into Webster. Issuer Yes For For
Such other matters as
may come before the
special meeting of
shareholders and any
adjournments thereof,
including whether to
adjourn the special
meeting to solicit
additional votes in
FirstFed America favor of the merger
Bancorp, Inc. FAB 337929103 4/22/04 3/3/04 Special 2 agreement. Issuer Yes For For
Provident Election of four (4)
Bancorp, Inc. PBCP 74383A109 4/22/04 3/15/04 Annual 1 directors Issuer Yes For For
Ratification of the
appointment of KPMG
LLP as the Company's
independent auditors
for the fiscal year
Provident ending September 30,
Bancorp, Inc. PBCP 7483A109 4/22/04 3/15/04 Annual 2 2004 Issuer Yes For For
Southwest Election of four (4)
Bancorp, Inc. OKSB 844767103 4/22/04 3/5/04 Annual 1 directors Issuer Yes For For
Amendment of 1999
Stock Option Plan to
increase the number of
shares of common stock
authorized to be
issued under the plan
Southwest from 1,260,000 to
Bancorp, Inc. OKSB 844767103 4/22/04 3/5/04 Annual 2 1,760,000 Issuer Yes Against Against
Metrocorp Election of six (6)
Bancshares, Inc. MCBI 591650106 4/23/04 3/18/04 Annual 1 directors Issuer Yes For For
Ratification of the
appointment of
PricewaterhouseCoopers
LLP as the independent
auditors for the year
Metrocorp ending December 31,
Bancshares, Inc. MCBI 591650106 4/23/04 3/18/04 Annual 2 2004 Issuer Yes For For
First Citizens Election of twenty-one
Bancshares, Inc. FCNCA 31946M103 4/26/04 3/11/04 Annual 1 (21) directors Issuer Yes For For
Rainier Pacific
Financial Group, Election of nine (9)
Inc. RPFG 75087U101 4/26/04 3/5/04 Annual 1 directors Issuer Yes For For
Rainier Pacific
Financial Group, The adoption of the
Inc. RPFG 75087U101 4/26/04 3/5/04 Annual 2 2004 Stock Option Plan Issuer Yes Against Against
Rainier Pacific The adoption of the
Financial Group, 2004 Management
Inc. RPFG 75087U101 4/26/04 3/5/04 Annual 3 Recognition Plan Issuer Yes Against Against
Election of two (2)
CFS Bancorp Inc. CITZ 12525D102 4/27/04 3/5/04 Annual 1 directors Issuer Yes For For
Election of fifteen
Chubb Corporation CB 171232101 4/27/04 3/8/04 Annual 1 (15) directors Issuer Yes For For
Approve the adoption
of the Chubb
Corporation Long-Term
Stock Incentive Plan
Chubb Corporation CB 171232101 4/27/04 3/8/04 Annual 2 (2004) Issuer Yes Against Against
Approve the adoption
of the Chubb
Corporation Long-Term
Stock Incentive Plan
for Non-Employee
Chubb Corporation CB 171232101 4/27/04 3/8/04 Annual 3 Directors (2004 Issuer Yes Against Against
Ratify the appointment
of Ernst & Young LLP
as independent
Chubb Corporation CB 171232101 4/27/04 3/8/04 Annual 4 auditors for 2004 Issuer Yes For For
Chubb Corporation CB 171232101 4/27/04 3/8/04 Annual 5 Shareholder proposal Holder Yes Against For
Election of B.K.
Firstfed Goodwin, III and James
Bancorp, Inc. FFDB 33761Q102 4/27/04 3/10/04 Annual 1 E. Mulkin as directors Issuer Yes For For
Ratification of the
apppointment of KPMG
LLP as independent
auditors for the
Company for the fiscal
Firstfed year ending December
Bancorp, Inc. FFDB 33761Q102 4/27/04 3/10/04 Annual 2 31, 2004 Issuer Yes For For
Golden West
Financial Election of three (3)
Corporation GDW 381317106 4/27/04 3/1/04 Annual 1 directors Issuer Yes For For
Increase the number of
authorized shares of
Golden West common stock from
Financial 200,000,000 to
Corporation GDW 381317106 4/27/04 3/1/04 Annual 2 600,000,000 Issuer Yes For For
Ratification of the
selection of Deloitte
& Touche LLP to serve
as the company's
independent outside
Golden West auditors for the year
Financial ending December 31,
Corporation GDW 381317106 4/27/04 3/1/04 Annual 3 2004 Issuer Yes For For
HMN Financial Election of three (3)
Inc. HMNF 40424G108 4/27/04 3/2/04 Annual 1 directors Issuer Yes For For
Ratification of the
appointment of KPMG
LLP as the auditors of
the Company for the
HMN Financial fiscal year ending
Inc. HMNF 40424G108 4/27/04 3/2/04 Annual 2 December 31, 2004 Issuer Yes For For
BostonFed Election of three (3)
Bancorp, Inc. BFD 101178101 4/28/04 3/5/04 Annual 1 directors Issuer Yes For For
Ratification of
appointment of KPMG
LLP as independent
auditors for the
BostonFed fiscal year ending
Bancorp, Inc. BFD 101178101 4/28/04 3/5/04 Annual 2 December 31, 2004 Issuer Yes For For
City National Election of three (3)
Corporation CYN 178566105 4/28/04 3/1/04 Annual 1 directors Issuer Yes For For
Proposal to approve
the Amended and
City National Restated 2002 Omnibus
Corporation CYN 178566105 4/28/04 3/1/04 Annual 2 Plan Issuer Yes Against Against
Proposal to approve
the Amended and
City National Restated 1999 Variable
Corporation CYN 178566105 4/28/04 3/1/04 Annual 3 Bonus Plan Issuer Yes Against Against
Downey Financial Election of three (3)
Corp. DSL 261018105 4/28/04 2/27/04 Annual 1 directors Issuer Yes For For
Ratify appointment of
Downey Financial KPMG LLP as auditors
Corp. DSL 261018105 4/28/04 2/27/04 Annual 2 for the year 2004 Issuer Yes For For
Fidelity Federal Election of eight (8)
Bancorp FFED 315921106 4/28/04 2/25/04 Annual 1 directors Issuer Yes For For
Ratification of
accountants: ratify
the appointment of BKD
LLP as independent
public accountants for
Fidelity Federal the year ending
Bancorp FFED 315921106 4/28/04 2/25/04 Annual 2 December 31, 2004 Issuer Yes For For
Iberiabank Election of four (4)
Corporation IBKC 450828108 4/28/04 3/16/04 Annual 1 directors Issuer Yes For For
Ratification of the
appointment of
Castaing, Hussey &
Lolan, LLC as
Iberiabank independent auditors
Corporation IBKC 450828108 4/28/04 3/16/04 Annual 2 for 2004 Issuer Yes For For
UnionBanCal Election of fifteen
Corporation UB 908906100 4/28/04 3/1/04 Annual 1 (15) directors Issuer Yes For For
To amend the 1997
UnionBanCal
UnionBanCal Corporation
Corporation UB 908906100 4/28/04 3/1/04 Annual 2 performance share plan Issuer Yes Against Against
Ratify selection of
independent auditors,
UnionBanCal Deloitte & Touche LLP
Corporation UB 908906100 4/28/04 3/1/04 Annual 3 for 2004 Issuer Yes For For
To approve a
stockholder proposal
UnionBanCal regarding cumulative
Corporation UB 908906100 4/28/04 3/1/04 Annual 4 voting Holder Yes Against For
Election of four (4)
Woronoco Bancorp WRO 981630106 4/28/04 3/1/04 Annual 1 directors Issuer Yes For For
Approval of the
Woronoco Bancorp, Inc.
2004 Equity
Woronoco Bancorp WRO 981630106 4/28/04 3/1/04 Annual 2 Compensation Plan Issuer Yes Against Against
Ratification of the
appointment of Wolf &
Company, P.C. as
independent auditors
for the fiscal year
ending December 31,
Woronoco Bancorp WRO 981630106 4/28/04 3/1/04 Annual 3 2004 Issuer Yes For For
Boston Private
Financial Election of four (4)
Holdings BPFH.OQ 101119105 4/29/04 3/3/04 Annual 1 directors Issuer Yes For For
Approve a new stock
option and incentive
plan for officers,
employees, nonemployee
directors and other
Boston Private key persons of the
Financial Company and its
Holdings BPFH.OQ 101119105 4/29/04 3/3/04 Annual 2 subsidiaries Issuer Yes Against Against
Approve the Boston
Private Financial
Boston Private Holdings Annual
Financial Executive Incentive
Holdings BPFH.OQ 101119105 4/29/04 3/3/04 Annual 3 Plan Issuer Yes Against Against
CB Bancshares, Election of three (3)
Inc. CBBI 124785106 4/29/04 3/22/04 Annual 1 directors Issuer Yes For For
Greenpoint Election of three (3)
Financial Corp. GPT 395384100 4/30/04 3/19/04 Annual 1 directors Issuer Yes For For
Ratification of
appointment of
PricewaterhouseCooopers
LLP as independent
auditor for the year
Greenpoint ending December 31,
Financial Corp. GPT 395384100 4/30/04 3/19/04 Annual 2 2004 Issuer Yes For For
Election of eleven
Trico Bancshares TCBK 896095106 5/4/04 3/8/04 Annual 1 (11) directors Issuer Yes For For
To approve the
proposal to amend the
company's articles of
incorporation to
increase by 30,000,000
the number of
authorized shares of
common stock from
20,000,000 to
Trico Bancshares TCBK 896095106 5/4/04 3/8/04 Annual 2 50,000,000 Issuer Yes For For
To approve the
proposal to amend the
company's 2001 stock
option plan to
increase by 450,000
the number of shares
which may be granted
Trico Bancshares TCBK 896095106 5/4/04 3/8/04 Annual 3 under the plan. Issuer Yes Against Against
To approve a proposal
to ratify the
selection of KPMG LLP
as the independent
public accountants of
Trico Bancshares TCBK 896095106 5/4/04 3/8/04 Annual 4 the company for 2004 Issuer Yes For For
Franklin Bank Election of three (3)
Corp 352448104 5/5/04 3/22/04 Annual 1 directors Issuer Yes For For
Ratification of the
appointment of
Deloitte & Touche LLP
Franklin Bank as independent
Corp 352448104 5/5/04 3/22/04 Annual 2 auditors for 2004 Issuer Yes For For
Online Resources Election of three (3)
Corporation ORCC 68273G101 5/5/04 3/15/04 Annual 1 directors Issuer Yes For For
Proposal to ratify the
appointment of Ernst &
Young LLP as
independent public
accountants for the
Online Resources year ending December
Corporation ORCC 68273G101 5/5/04 3/15/04 Annual 2 31, 2004 Issuer Yes For For
Proposal to approve
the agreement and plan
of merger, dated as of
February 4, 2004, by
and between Southtrust
of Alabama, Inc. and
FloridaFirst FloridaFirst Bancorp,
Bancorp, Inc. FFBK 343258109 5/7/04 3/23/04 Special 1 Inc. Issuer Yes For For
Commercial
Federal Eleciton of four (4)
Corporation CFB 201647104 5/11/04 3/24/04 Annual 1 directors Issuer Yes For For
Ratification of
appointment of
Deloitte & Touche LLP
as independent
Commercial auditors for the year
Federal ending December 31,
Corporation CFB 201647104 5/11/04 3/24/04 Annual 2 2004 Issuer Yes For For
Election of four (4)
FNB Corp. FNBN 302519103 5/11/04 3/25/04 Annual 1 directors Issuer Yes For For
Meadowbrook
Insurance Group, Election of five (5)
Inc. MIG 58319P108 5/11/04 3/16/04 Annual 1 directors Issuer Yes For For
Meadowbrook Ratification of
Insurance Group, appointment of
Inc. MIG 58319P108 5/11/04 3/16/04 Annual 2 independent accountants Issuer Yes For For
Approval of the
amendment and
restatement of the
1995 and 2002 stock
Meadowbrook option plans to permit
Insurance Group, restricted stock
Inc. MIG 58319P108 5/11/04 3/16/04 Annual 3 awards. Issuer Yes Against Against
Resource Election of two (2)
America, Inc. REXI 761195205 5/11/04 3/15/04 Annual 1 directors Issuer Yes For For
In their discretion,
the proxies are
authorized to vote
upon such other
business as may
properly be brought
Resource before the meeting or
America, Inc. REXI 761195205 5/11/04 3/15/04 Annual 2 any adjournment thereof Issuer Yes For For
Direct General Election of one (1)
Corporation DRCT 25456W204 5/12/04 3/29/04 Annual 1 director Issuer Yes For For
First Republic Election of four (4)
Bank FRC 336158100 5/12/04 3/26/04 Annual 1 directors Issuer Yes For For
To amend First
Republic's 2003
restricted stock plan
to increase the number
First Republic of shares that are
Bank FRC 336158100 5/12/04 3/26/04 Annual 2 authorized by 450,000 Issuer Yes Against Against
To ratify selection of
KPMG LLP as
independent auditors
First Republic for the year ending
Bank FRC 336158100 5/12/04 3/26/04 Annual 3 December 31, 2004 Issuer Yes For For
Election of four (4)
Bank of Oak Ridge BKOR 064180102 5/13/04 2/27/04 Annual 1 directors Issuer Yes For For
Ratification of
Larrowe & Company PLC
as the bank's
independent auditor
for the fiscal year
ending December 31,
Bank of Oak Ridge BKOR 064180102 5/13/04 2/27/04 Annual 2 2004 Issuer Yes For For
The approval of an
amendment to the
bank's articles of
incorporation to
reduce the par value
of the bank's common
stock from $5.00 per
share to $3.00 per
Bank of Oak Ridge BKOR 064180102 5/13/04 2/27/04 Annual 3 share Issuer Yes For For
The approval of an
amendment to the Bank
of Oak Ridge employee
Bank of Oak Ridge BKOR 064180102 5/13/04 2/27/04 Annual 4 stock option plan Issuer Yes Against Against
The approval of an
amendment to the Bank
of Oak Ridge director
Bank of Oak Ridge BKOR 064180102 5/13/04 2/27/04 Annual 5 stock option plan Issuer Yes Against Against
CCF Holding Election of three (3)
Company CCFH 12487X104 5/13/04 4/2/04 Annual 1 directors Issuer Yes For For
Ratification of the
appointment of Porter
Keadle Moore, LLP as
independent auditors
for the fiscal year
CCF Holding ending December 31,
Company CCFH 12487X104 5/13/04 4/2/04 Annual 2 2004 Issuer Yes For For
Penn-America Election of seven (7)
Group, Inc. PNG 707247102 5/13/04 3/31/04 Annual 1 directors Issuer Yes For For
To approve an
amendment to the
company's Certificate
of Incorporation to
increase authorized
common stock from
Penn-America 20,000,000 to
Group, Inc. PNG 707247102 5/13/04 3/31/04 Annual 2 30,000,000 shares Issuer Yes For For
Bimini Mortgage Election of one (1)
Management, Inc. 09031E202 5/14/04 4/2/04 Special 1 director Issuer Yes For For
Bimini Mortgage Election of one (1)
Management, Inc. 09031E202 5/14/04 4/2/04 Special 1 director Issuer Yes For For
Proposal to approve
the amendment to the
articles of
Bimini Mortgage incorporation of the
Management, Inc. 09031E202 5/14/04 4/2/04 Special 2 company Issuer Yes For For
Proposal to approve
the amendments to the
Articles of
Bimini Mortgage Incorporation of the
Management, Inc. 09031E202 5/14/04 4/2/04 Special 2 company Issuer Yes For For
Coast Financial Election of eight (8)
Holdings, Inc. CFHI 190354100 5/18/04 3/19/04 Annual 1 directors Issuer Yes For For
Approval and
Coast Financial ratification of the
Holdings, Inc. CFHI 190354100 5/18/04 3/19/04 Annual 2 plan amendments Issuer Yes Against Against
First Regional Election of four (4)
Bancorp FRGB 33615C101 5/18/04 3/31/04 Annual 1 directors Issuer Yes For For
To transact such other
First Regional business as may come
Bancorp FRGB 33615C101 5/18/04 3/31/04 Annual 2 before the meeting Issuer Yes For For
Ocwen Financial Election of seven (7)
Corporation OCN 675746101 5/18/04 3/18/04 Annual 1 directors Issuer Yes For For
Ratification of the
appointment of
PricewaterhouseCoopers
LLP as the independent
auditor for the year
Ocwen Financial ending December 31,
Corporation OCN 675746106 5/18/04 3/18/04 Annual 2 2004 Issuer Yes For For
Hamni Financial Election of two (2)
Corporation 410495105 5/19/04 4/5/04 Annual 1 directors Issuer Yes For For
Increase the number of
authorized shares of
common stock from 50
Hamni Financial million shares to 200
Corporation 410495105 5/19/04 4/5/04 Annual 2 million shares Issuer Yes For For
Accredited Home
Lenders Holding Election of two (2)
Co. LEND 00437P107 5/20/04 3/26/04 Annual 1 directors Issuer Yes For For
To ratify the
appointment of
Deloitte & Touche LLP
Accredited Home as auditors for the
Lenders Holding year ending December
Co. LEND 00437P107 5/20/04 3/26/04 Annual 2 31, 2004 Issuer Yes For For
Texas United Election of three (3)
Bancshares, Inc. TXUI 882838105 5/20/04 4/19/04 Annual 1 directors Issuer Yes For For
Ratification of Grant
Thornton LLP as the
company's independent
Texas United auditors for the year
Bancshares, Inc. TXUI 882838105 5/20/04 4/19/04 Annual 2 ended December 31, 2004 Issuer Yes For For
Hudson City Election of four (4)
Bancorp Inc. HCBK 443683107 5/21/04 4/2/04 Annual 1 directors Issuer Yes For For
Ratification of
appointment of KPMG
LLP as independent
auditors for fiscal
Hudson City year ending December
Bancorp Inc. HCBK 443683107 5/21/04 4/2/04 Annual 2 31, 2004 Issuer Yes For For
Safety Insurance Election of one (1)
Group, Inc. SAFT 78648T100 5/21/04 4/5/04 Annual 1 director Issuer Yes For For
Proposal to approve
and adopt the
agreement and plan
of merger, dated
as of January 27,
2004, among
Commercial Capital
Bancorp, Inc.,
Hawthorne CCBI Acquisition Corp.
Financial and Hawthorne
Corporation HTHR 420542102 5/25/04 4/2/04 Special 1 Financial Corporation Issuer Yes For For
Proposal to grant
discretionary
authority to adjourn
the special meeting if
Hawthorne necessary to permit
Financial futher solicitations
Corporation HTHR 420542102 5/25/04 4/2/04 Special 2 of proxies Issuer Yes For For
21st Century Election of eleven
Insurance Group TW 90130N103 5/26/04 4/6/04 Annual 1 (11) directors Issuer Yes For For
Proposal to ratify the
appointment of
PricewaterhouseCooopers
21st Century LLP as independent
Insurance Group TW 90130N103 5/26/04 4/6/04 Annual 2 auditors for 2004 Issuer Yes For For
To approve the
proposed chief
executive officer
21st Century short term incentive
Insurance Group TW 90130N103 5/26/04 4/6/04 Annual 3 plan Issuer Yes Against Against
To approve the
21st Century proposed group stock
Insurance Group TW 90130N103 5/26/04 4/6/04 Annual 4 option plan Issuer Yes Against Against
Bank of America Election of nineteen
Corporation BAC 060505104 5/26/04 4/7/04 Annual 1 (19) directors Issuer Yes For For
Ratification of
Bank of America independent public
Corporation BAC 060505104 5/26/04 4/7/04 Annual 2 accountants Issuer Yes For For
Stockholder proposal
Bank of America regarding annual
Corporation BAC 060505104 5/26/04 4/7/04 Annual 3 meeting date Holder Yes Against For
Stockholder proposal
Bank of America regarding nomination
Corporation BAC 060505104 5/26/04 4/7/04 Annual 4 of directors Holder Yes Against For
Stockholder proposal
Bank of America regarding charitable
Corporation BAC 060505104 5/26/04 4/7/04 Annual 5 contributions Holder Yes For Against
Stockholder proposal
Bank of America regarding mutual fund
Corporation BAC 060505104 5/26/04 4/7/04 Annual 6 trading policies Holder Yes Against For
Stockholder proposal
Bank of America regarding privacy and
Corporation BAC 060505104 5/26/04 4/7/04 Annual 7 information security Holder Yes Against For
Citizens First Election of two (2)
Bancorp, Inc. CTZN 17461R106 5/27/04 3/31/04 Annual 1 directors Issuer Yes For For
To ratify the
appointment of BDO
Seidman, LLP as
independent auditors
for the fiscal year
Citizens First ending December 31,
Bancorp, Inc. CTZN 17461R106 5/27/04 3/31/04 Annual 2 2004 Issuer Yes For For
Old Republic
International Election of four (4)
Corporation ORI 680223104 5/28/04 3/22/04 Annual 1 directors Issuer Yes For For
Yardville Election of six (6)
National Bancorp YANB 985021104 6/3/04 4/23/04 Annual 1 directors Issuer Yes For For
IPC Holdings, Election of six (6)
Ltd. IPCR G4933P101 6/11/04 3/31/04 Annual 1 directors Issuer Yes For For
Appointment and
remuneration of
IPC Holdings, independent auditors,
Ltd. IPCR G4933P101 6/11/04 3/31/04 Annual 2 KPMG LLP Issuer Yes For For
To approve and adopt
an agreement and plan
of merger, dated as of
February 16, 2004, by
and between Sun
Bancorp, Inc. and
Community Bancorp of
Sun Bancorp, Inc. SNBC 86663B102 6/11/04 4/27/04 Annual 1 New Jersey Issuer Yes For For
Election of fourteen
Sun Bancorp, Inc. SNBC 86663B102 6/11/04 4/27/04 Annual 2 (14) directors Issuer Yes For For
The ratification of
the appointment of
Deloitte & Touche LLP
as independent
auditors for the
fiscal year ending
Sun Bancorp, Inc. SNBC 86663B102 6/11/04 4/27/04 Annual 3 December 31, 2004 Issuer Yes For For
To approve and adopt
the Sun Bancorp, Inc.
2004 stock based
Sun Bancorp, Inc. SNBC 86663B102 6/11/04 4/27/04 Annual 4 incentive plan Issuer Yes Against Against
Approval and adoption
of the agreement and
plan of merger, dated
March 4, 2004 by and
St. Landry Financial between the company and
Corporation SLAN 790851109 6/15/04 4/30/04 Special 1 Teche Holding Company Issuer Yes For For
Team Financial, Election of three (3)
Inc. TFIN 87815X109 6/15/04 4/23/04 Annual 1 directors Issuer Yes For For
Ratification of newly
elected Class I
directors, Kenneth L.
Team Financial, Smith and Lloyd A.
Inc. TFIN 87815X109 6/15/04 4/23/04 Annual 2 Byerhof Issuer Yes For For
Ratification of term
modification of
Team Financial, Employee Stock
Inc. TFIN 87815X109 6/15/04 4/23/04 Annual 3 Purchase Plan Issuer Yes Abstain N/A
Ratification of the
appointment of KPMG
Team Financial, LLP as independent
Inc. TFIN 87815X109 6/15/04 4/23/04 Annual 4 auditors for 2003 Issuer Yes For For
Broadway
Financial Election of three (3)
Corporation BYFC 111444105 6/16/04 4/19/04 Annual 1 directors Issuer Yes For For
Ratification of
appointment of KPMG
LLP as independent
Broadway auditors for the year
Financial ending December 31,
Corporation BYFC 111444105 6/16/04 4/19/04 Annual 2 2004 Issuer Yes For For
Countrywide
Financial Election of five (5)
Corporation CFC 222372104 6/16/04 4/19/04 Annual 1 directors Issuer Yes For For
Countrywide To approve and amend
Financial the company's 2000
Corporation CFC 222372104 6/16/04 4/19/04 Annual 2 Equity Incentive Plan Issuer Yes Against Against
Mercer Insurance Election of three (3)
Group, Inc. MIGP 587902107 6/16/04 4/28/04 Annual 1 directors Issuer Yes For For
Approval and adoption
of Mercer Insurance
Mercer Insurance Group, Inc. 2004 Stock
Group, Inc. MIGP 587902107 6/16/04 4/28/04 Annual 2 Incentive Plan Issuer Yes Against Against
Taylor Capital Election of three (3)
Group, Inc. TAYC 876851106 6/17/04 4/28/04 Annual 1 directors Issuer Yes For For
Proposal to approve
and adopt an amendment
of the company's
restated Certificate
of Incorporation to
effect a 1-for-10
reverse stock split
of the issued and
Bay View Capital oustanding shares of
Corporation BVC 07262L101 6/24/04 5/20/04 Special 1 the company's stock Issuer Yes For For
Election of four (4)
The Bank Holdings TBHS 88331E104 6/24/04 4/26/04 Annual 1 directors Issuer Yes For For
Adoption of an
amendment to the Bank
Holdings 2002 Stock
The Bank Holdings TBHS 88331E104 6/24/04 4/26/04 Annual 2 Option Plan Issuer Yes Against Against
To approve and
adopt the agreement
and plan of merger,
dated as of January
26, 2004, as
amended between
Seacoast Sovereign Bancorp,
Financial Inc. and Seacoast
Services Financial Services
Corporation SCFS 81170Q106 6/28/04 5/7/04 Special 1 Corporation Issuer Yes For For
To adjourn the special
meeting to a later
Seacoast date or dates, if
Financial necessary to permit
Services futher solicitation of
Corporation SCFS 81170Q106 6/28/04 5/7/04 Special 2 proxies Issuer Yes For For
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Registrant: First Financial Fund, Inc.
By (Signature and Title)*: /s/ Stephen C. Miller
Stephen C. Miller, President
(Principal Executive Officer)
*Print the name and title of each signing officer under his or her signature.