FIRST FINANCIAL FUND, INC.
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102-4077
July 26, 2002
To our Stockholders:
The Board of Directors of First Financial Fund, Inc., a Maryland
corporation (the "Fund"), has sent you proxy materials and letters related to
the Fund's Annual Meeting of Stockholders (the "Meeting") to be held on August
12, 2002, recommending the re-election of the incumbents, Eugene C. Dorsey and
Robert E. La Blanc, as Class I Directors of the Fund. A group of family trusts
advised by Stewart R. Horejsi that owns 39% of the Fund's shares (the "Horejsi
Group") has also sent you materials advocating the election of its nominees. WE
URGE YOU TO VOTE FOR THE INCUMBENTS, MESSRS. DORSEY AND LA BLANC, BY SIGNING,
DATING AND MAILING THE ENCLOSED WHITE PROXY CARD IN THE POSTAGE-PAID RETURN
ENVELOPE AS SOON AS POSSIBLE.
We believe your decision regarding the election of Directors is
critical to the future of the Fund. You have a choice between the experienced,
independent and successful incumbents and the inexperienced, partisan and
unproven candidates proposed by the Horejsi Group. The Horejsi Group's proxy
materials have been filled with extraneous and irrelevant statements meant to
hide its true intentions. DON'T LET THE HOREJSI GROUP'S MISDIRECTION FOOL YOU.
We fear that the Horejsi Group's true plans regarding the Fund may well be
identical to its actions towards the other closed-end funds it has targeted,
Boulder Total Return Fund and Boulder Growth & Income Fund (the "Boulder
Funds"). The Horejsi Group's pattern has been to gain control, install the
Group's affiliate as adviser charging substantially higher fees and change the
fundamental nature of the funds' investment program and strategies.
CONSEQUENTLY, WE BELIEVE THAT A VOTE FOR THE HOREJSI CANDIDATES EFFECTIVELY WILL
ALLOW THE HOREJSI GROUP TO CHANGE THE FUND INTO A "BOULDER FUND." THIS IS NOT
THE KIND OF CHANGE THAT WOULD BENEFIT YOUR FUND.
IF YOU WISH TO SUPPORT CANDIDATES FOR DIRECTOR THAT ARE FOCUSED ON
ACHIEVING LONG-TERM CAPITAL APPRECIATION WITH A SECONDARY OBJECTIVE OF CURRENT
INCOME, AND THAT ARE SUPPORTIVE OF THE FUND'S CURRENT INVESTMENT ADVISER,
WELLINGTON MANAGEMENT COMPANY, LLP ("WELLINGTON MANAGEMENT"), ITS PORTFOLIO
MANAGER, NICHOLAS C. ADAMS, AND ITS LONG-STANDING INVESTMENT FOCUS ON SMALL AND
MID-SIZED FINANCIAL INSTITUTIONS, WE URGE YOU TO VOTE FOR THE INCUMBENTS,
MESSRS. DORSEY AND LA BLANC.
For over 15 years, the Fund has provided its stockholders with a unique
investment opportunity. Under the Board's oversight, Wellington Management has
guided the Fund, through both positive and negative business cycles, to an
average annual total return of 26.08% during the last 10 years based on net
asset value.(1) In fact, the Fund has been named as the best performing
closed-fund over the last 15 years by CDA/Wiesenberger and The Internet
Closed-End Fund Investor,(2) and as the #1 closed-end equity fund for the ten
years ended December 31, 2001 and the #1 sector equity fund for the year ended
December 31, 2001 by Lipper, Inc. within its Closed-End Equity Fund Performance
Analysis Service.(3) The incumbents' independence from Wellington Management,
from the Fund's administrator, Prudential Investments LLC, and from any large
stockholders, including the Horejsi Group, makes them ideal advocates for the
best interests of all Fund stockholders.
In contrast to the incumbents, the Horejsi candidates offer little to
no experience with investment companies or public companies of any type apart
from their Horejsi Group-related positions, which raises substantial questions
about their independence from the Group. Additionally, despite the Horejsi
Group's confusing claims that its candidates will purchase more Fund shares, the
incumbents on the WHITE card, Messrs. Dorsey and La Blanc, own substantially
more shares than the Horejsi candidates and have owned such shares for a
significantly longer time than the Horejsi candidates have owned their Fund
shares.
We hope that you have seen through the scare tactics that the Horejsi
Group has employed to draw attention away from the Group's silence as to its
true intentions. The Board has repeatedly expressed its willingness to the
Horejsi Group to discuss any concerns it has with the Fund, but the Group has
never taken us up on the offer. In light of this, we are astonished that the
Horejsi Group now intimates that the Board has been recalcitrant and
nonresponsive. WE CAN ONLY CONCLUDE THAT THE HOREJSI GROUP HAS OTHER MOTIVES
THAT IT DOES NOT WANT TO DISCLOSE AT THIS TIME.
Given the Fund's exceptional performance and the incumbents'
unblemished record of oversight, we urge you to vote for the incumbents, Messrs.
Dorsey and La Blanc. TO PUT IT SIMPLY, IF THERE IS NOTHING WRONG WITH THE FUND,
WHY IS THE HOREJSI GROUP SO STRENUOUSLY ASSERTING THAT ITS NOMINEES WILL "FIX"
THE FUND? MANY OF YOUR FELLOW FUND STOCKHOLDERS HAVE AGREED WITH US AND HAVE
VOTED FOR THE INCUMBENTS. HOWEVER, WE NEED EVERY VOTE POSSIBLE IN ORDER TO
DEFEAT THE HOREJSI GROUP'S CANDIDATES AND ITS UNDISCLOSED PLANS.
Once again, please sign, date, and return the enclosed WHITE proxy card
in the enclosed postage-paid return envelope. PLEASE DISREGARD ANY GREEN PROXY
CARDS YOU MAY RECEIVE FROM THE HOREJSI GROUP OR ITS SOLICITORS. IF YOU HAVE
ALREADY VOTED A GREEN PROXY CARD, YOU MAY STILL SUBMIT A WHITE PROXY CARD, WHICH
WOULD CANCEL YOUR VOTE ON THE GREEN PROXY CARD. Should you need another copy of
our proxy materials, or if you have any questions or need other assistance,
please call the Fund's proxy solicitor, Georgeson Shareholder Communications
Inc., toll free at (800) 530-2809.
Don't let the Horejsi Group take this unique investment opportunity
from you. PLEASE VOTE THE WHITE CARD to LET THE FUND CONTINUE ON ITS CURRENT
COURSE.
We hope you will join us in fighting for the future of your Fund.
Sincerely,
/s/ Thomas T. Mooney
Thomas T. Mooney
Chairman of the Board of Directors
First Financial Fund, Inc.
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(1) Past performance is no guarantee of future results.
(2) Based upon net asset value annualized returns as of April 30, 2002. The
Internet Closed-End Fund Investor is a service whose mission is to educate
investors about closed-end funds and to provide information that may be useful
in making investment decisions concerning closed-end funds. CDA/Wiesenberger, a
division of Thomson Financial Services, is a leading provider of fund
information.
(3) Lipper, Inc., a Reuters company, is a global leader in supplying fund
information.