<PAGE> 1
As filed with the Securities and Exchange Commission on May 8, 1998
Registration No. 333-24309
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
FORM S-2 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
COMMUNITY FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
----------------------------------
TENNESSEE 62-1626938
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
401 Church Street
Nashville, Tennessee 37219-2213
(615) 271-2000
-----------------------------------
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
-----------------------------------
Mack S. Linebaugh, Jr.
Chairman, President, and Chief Executive Officer
Community Financial Group, Inc.
401 Church Street
Nashville, Tennessee 37219-2213
(615) 271-2000
(615) 271-2149 (Facsimile)
-----------------------------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------------------------
Copy To:
J. Franklin McCreary, Esq.
Gerrish & McCreary, P.C.
222 Second Avenue North - Suite 424
Nashville, Tennessee 37201
(615) 251-0900
(615) 251-0975 (Facsimile)
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [ X ]
<PAGE> 2
If the registrant elects to deliver its latest annual report to
security holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this Form, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _______________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ X ] 333-24309
---------
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
<PAGE> 3
PROSPECTUS
4,969,927 SHARES
COMMUNITY FINANCIAL GROUP, INC.
COMMON STOCK
This Prospectus relates to 4,969,927 shares (the "Shares") of Common
Stock, par value $6.00 per share (the "Common Stock") of Community Financial
Group, Inc. (the "Company"), of which 4,744,927 shares (the "Warrant Shares")
are underlying Common Stock purchase warrants (the "Warrants"), 75,000 shares
(the "Option Shares") are underlying the Common Stock Purchase Options (the
"Options"), and of which 150,000 shares (the "Plan Option Shares") are
underlying the 1997 nonstatutory Stock Option Plan (the "Option Plan").
The Shares may be sold from time to time pursuant to the exercise of
the Warrants, Options or Plan Options. The Company will receive the gross
proceeds of any of the Warrants, Options, or Plan Options that are exercised to
acquire the Warrant Shares, Option Shares, or Plan Option Shares for cash at
their respective exercise prices.
The closing price for the Common Stock on May 4, 1998, as reported on
the National Association of Securities Dealers' automated quotation system
("NASDAQ"), was $16-21/32 per share.
-----------------------------------
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND
SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE
LOSS OF THEIR ENTIRE INVESTMENT. SEE "RISK FACTORS".
-----------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------------------------
No underwriting commissions or discounts will be paid by the
Company in connection with this offering. Estimated expenses
payable by the Company in connection with this offering
are approximately $36,000.
<TABLE>
<CAPTION>
===================================================================================
Underwriting
Price to the Discounts and Proceeds to
Public Commissions Issuer
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
Per warrant share $ 12.50 None $ 12.50
Per option share(1) $ 7.26 None $ 7.26
Per option plan(2) $ (2) None $ (2)
Total ................ $ None $
===================================================================================
</TABLE>
(1) Based on the average price at which the options may be exercised.
(2) To be determined pursuant to the Option Plan.
-----------------------------------
The date of this Prospectus is May 8, 1998.
<PAGE> 4
No dealer, salesperson, or any other person has been authorized to give
any information or to make any representations other than those contained in
this Prospectus and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company. This Prospectus
does not constitute an offer to sell or the solicitation of any offer to buy any
security other than the shares of Common Stock offered by this Prospectus, nor
does it constitute an offer to sell or a solicitation of any offer to buy the
shares of Common Stock by anyone in any jurisdiction in which such offer or
solicitation is not authorized, or in which the person making such offer or
solicitation is not qualified to do so, or to any person to whom it is unlawful
to make such offer or solicitation. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that information contained herein is correct as of any time subsequent to the
date hereof.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith files
reports, proxy statements and other information with the Commission. Such
reports, proxy statements and other information filed by the Company may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at
the following regional offices: New York Regional Office, 7 World Trade Center,
Room 1400, New York, New York 10048, and Chicago Regional Office, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may
also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a web site that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the
Commission. The address of the web site is: http://www.sec.gov. The Common Stock
is quoted on the NASDAQ SmallCap Market and reports and other information
regarding the company may be inspected at the National Association of Securities
Dealers, Inc. at 1735 "K" Street, N.W., Washington, D.C. 20006.
The Company is the successor issuer to The Bank of Nashville (the
"Bank"), pursuant to Rule 12g-3 promulgated under the Securities Exchange Act of
1934 (the "Exchange Act"). The Bank was subject to the informational
requirements of the Exchange Act and filed its periodic reports with the Board
of Governors of the Federal Reserve System (the "Federal Reserve Board"). Such
reports and other information filed by the Bank with the Board may be inspected
and copied at the Division of Banking Supervision and Regulation, Board of
Governors of the Federal Reserve System, 20th Street and Constitution Avenue,
N.W., Washington, D.C. 20551.
Additional information regarding the Company and the securities offered
hereby is contained in the Registration Statement on Form S-2 (Registration No.
333-24309) of which this Prospectus forms a part, and the exhibits thereto filed
with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). For further information pertaining to the Company and the
securities offered hereby, reference is made to the Registration Statement and
the exhibits thereto, which may be inspected without charge at, and copies may
be obtained at prescribed fees from, the office of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549.
The Company furnishes its shareholders with annual reports containing
audited financial statements and other periodic reports as the Company may deem
to be appropriate or as required by law or the rules of the National Association
of Securities Dealers, Inc.
2
<PAGE> 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-KSB for the year ended December
31, 1997 which has heretofore been filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended, is incorporated by
reference herein and shall be deemed to be a part hereof.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, after the date of this Prospectus and prior to
the termination of this offering, shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is, or is deemed to be, incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
This Prospectus is accompanied by a copy of the Company's latest Annual
Report on Form 10-KSB and a copy of the Company's latest Quarterly Report on
Form 10-QSB, if any, filed after the latest Annual Report.
The Company will provide, without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the documents incorporated by reference in this Prospectus (not including
exhibits and other information that is incorporated by reference, unless the
exhibits are themselves specifically incorporated by reference). Requests for
such documents should be directed to: Community Financial Group, Inc. located at
401 Church Street, Nashville, Tennessee 37219-2213, Attention: Joan B. Marshall,
Corporate Secretary and Senior Vice President.
The Company's address is 401 Church Street, Nashville, Tennessee 37219-
2213, and its telephone number is: (615) 271-2000.
3
<PAGE> 6
THE COMPANY
Community Financial Group, Inc. (the "Company") is a Tennessee
corporation which is registered as a bank holding company under the federal Bank
Holding Company Act of 1956, as amended. The Company was incorporated on
December 13, 1995, and became a bank holding company on April 30, 1996, pursuant
to an Agreement and Plan of Exchange (the "Agreement") whereby the Company
acquired all of the outstanding stock of The Bank of Nashville (the "Bank"). In
addition, pursuant to the Agreement, each Warrant issued by the Bank and each
option to purchase capital stock of the Bank became Warrants and Options to
purchase an equivalent number of shares of the Company. The Board of Directors
of the Company adopted the Community Financial Group, Inc. 1997 Nonstatutory
Stock Option Plan on March 25, 1997.
As a result of the transaction described above, the Company is the
successor issuer to the Bank pursuant to Rule 12g-3 promulgated under the
Securities Exchange Act of 1934.
The Company's executive offices are located at 401 Church Street,
Nashville, Tennessee 37219-2213, and the telephone number is (615) 271-2000.
RISK FACTORS
Options and warrants can impact the reported earnings per share of a
company. The Company adopted in 1997 the provisions of Statement of Financial
Accounting Standards No. 128, Earnings per Share (SFAS 128). Pursuant to SFAS
128, the Option Shares, Warrants and, to the extent granted, the Plan Option
Shares, are potential common stock for purposes of computing diluted earnings
per share. To the extent that the average market price of the Company's common
stock for any quarter exceeds the exercise price for any Option Shares or for
the Warrants, such Option Shares and Warrants have a dilutive effect on the
diluted earnings per share reported by the Company for such quarter.
Furthermore, in the reporting of year-to-date diluted earnings per share for any
reporting period containing more than three months, to the extent the average
market price of the Company's common stock for any quarter within such
year-to-date reporting period exceeds the exercise price for any Option Shares
or for the Warrants, such Option Shares and Warrants will have a dilutive impact
on such year-to-date diluted earnings per share amount.
As disclosed in Note B, "Shareholders' Equity", to the notes to the
Company's Consolidated Financial Statements included in the Company's 1997
Annual Report on Form 10-KSB, to which reference is made for a full discussion,
the Warrants were dilutive only in the fourth quarter of 1997. As a result, the
Company's reported diluted earnings per share for fiscal year 1997 did not
reflect the maximum potential dilutive impact of the Warrants. Should the
average market price of the Company's common stock for future quarterly periods
continue to exceed the exercise price of the Warrants, the Warrants will have a
more dilutive effect on the reported diluted earnings per share than was
experienced in fiscal year 1997.
USE OF PROCEEDS
The net proceeds from the sale of the Shares will be applied to the
Company's general funds to be used for such corporate purposes as may be
determined by management. See "Risk Factors".
DETERMINATION OF OFFERING PRICE
The Warrants were issued in connection with the initial public offering
when the Bank was organized and chartered in 1989. The Warrant Agreement, dated
August 1, 1989, pursuant to which the Warrants were issued, granted the holder
4
<PAGE> 7
of each Warrant the right to purchase one (1) share of Common Stock of the Bank
at a price of $12.50 per share. Initially, the Warrants were to expire December
31, 1995. By action of the Bank's Board of Directors in early 1994, the original
termination date of the Warrants was extended from December 31, 1995 to December
31, 1998. In connection with the Agreement and Plan of Exchange pursuant to
which the Company became the parent bank holding company of the Bank, the
outstanding Warrants and Options of the Bank became Warrants and Options to
purchase the Common Stock of the Company on May 1, 1996.
The offering price of the Options was determined by the Board of
Directors of the Company (or Bank) based on the market price of the Common Stock
at the time each Option was granted.
The offering price of the Plan Options will be determined by the
committee appointed by the Board of Directors of the Company to administer the
Option Plan. The Option Plan provides that the committee will determine the
exercise price on the date each option is granted and set forth said price in an
option agreement. No option shall have an option price less than the fair market
value of the common stock on the date of the grant.
PLAN OF DISTRIBUTION
The Common Stock will be issued only upon the valid exercise of the
Warrants, Options, or Plan Options.
The Warrant Agreement provides that a Warrant Certificate may be
exercised in whole or in part by surrendering it at the principal office of the
Warrant Agent with the Purchase Form duly executed and by paying in full, in
lawful money of the United States of America, by cash, check, or money order,
the Purchase Price for each share of Common Stock as to which the Warrant
Certificate is issued. Thereupon, as soon as practicable, the Company will cause
the Common Stock to be issued and delivered. The Warrants terminate at 5:00
p.m., local time, in the City of Nashville, Tennessee, on December 31, 1998, and
thereafter cannot be exercised.
The Options are subject to a vesting schedule as stated in the Option
Agreements. Vested options can be exercised at any time prior to the stated
expiration date while the Optionee is employed by the Company and in case of
death of the Optionee, until the stated expiration date. Options may be
exercised by giving notice to the Company and tendering the purchase price in
cash, check, bank draft, cashier's check, or postal money order. The Options
have expiration dates between 2002 and 2006.
The Plan Options, when issued, will be subject to a vesting schedule as
stated in the Option Plan and the option agreements issued thereunder. Vested
options will be exercisable at any time prior to the expiration date stated in
the option agreements, but not more than three (3) months after the optionee's
employment ceases. Options will be exercisable by giving notice to the committee
and by payment of the purchase price in such medium as the committee shall
approve.
DESCRIPTION OF COMMON STOCK
The following description of the Common Stock sets forth certain
general terms and provisions of the Common Stock and is in all respects subject
to and qualified in its entirety by reference to the applicable provisions of
the Company's Charter and By-Laws.
GENERAL
The Company is currently authorized to issue 50,000,000 shares of
Common Stock, with a par value of $6.00 per share. As of December 31, 1997,
there were
5
<PAGE> 8
2,212,420 outstanding shares. At such date, there were an additional 4,739,397
shares reserved for issuance upon the exercise of the Warrants, 75,000 shares
reserved for issuance upon the exercise of the Options, and 77,326 reserved for
issuance pursuant to the Company's Associates' Stock Purchase Plan. On March 25,
1997, the Company reserved an additional 150,000 shares for issuance pursuant to
the Option Plan.
The Common Stock has no conversion rights and is not subject to
redemption by the Company. There is no restriction on the repurchase by the
Company of shares of the Company's Common Stock except for certain regulatory
limits, and the Common Stock is not subject to further call or assessments by
the Company. There are no statutory preemptive rights with respect to the
issuance of shares of the Company's Common Stock.
VOTING - GENERAL
Each outstanding share of the Common Stock is entitled to one (1) vote
on each matter submitted to a vote at a meeting of shareholders. The holders of
a majority of the issued and outstanding shares entitled to vote at a meeting of
shareholders constitutes a quorum. When a quorum is present at a meeting, the
vote of the holders of a majority of the shares having voting power shall decide
any questions brought before the meeting, unless the question is the election of
directors or one on which, by express provision of the statutes, the Charter or
the By-Laws, a higher vote is required. There is no cumulative voting by the
shareholders on any matters.
VOTING - SUPERMAJORITY VOTE REQUIREMENT
The Company's Charter contains a "fair price" provision designed to deter
coercive "two-tiered" tender offers in which the consideration given for the
Company's securities in the second step of such a takeover transaction can be,
and frequently is, in a different and less desirable form or amount than the
consideration given in the first step. The fair price provision prescribes a 70%
supermajority vote of shareholders required to approve certain business
transactions involving beneficial owners of 25% or more of the Common Stock,
except where certain minimum price and/or other criteria are met. The provision
is designed to achieve a measure of assurance that any multi-step attempt to
take over the Company without the approval of the Board of Directors would be
made only on terms which offer similar treatment to all shareholders for all of
their shares.
The fair price provision does not prevent tender offers or business
combinations where the offeror is prepared to pay the same price for all holders
of the Company's Common Stock; nor does it restrict a third party that merely
desires to exercise control over the Company and does not intend to effect a
second-step merger. To the extent that the fair price provision has the effect
of discouraging tender offers by persons who would otherwise initiate a
two-tiered transaction with the intention of eliminating minority shareholders
by means of a second-step merger, however, the provision might work to the
disadvantage of those shareholders who would want the opportunity to liquidate
at least a portion of their holdings in the initial tender offer.
DIVIDENDS
Dividends are determined by the Company's Board of Directors in light
of circumstances existing at the time, including earnings and the financial
condition of the Company, and there is no assurance that dividends will continue
to be paid at the current levels.
The ability of the Company to pay dividends will depend, to a large
extent, upon the amount of dividends paid by the Bank to the Company and the
level of debt service, if any, at the Company. The Board of Governors of the
Federal
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<PAGE> 9
Reserve System (the "Federal Reserve Board") generally restricts the ability of
a bank holding company with substantial debt to pay dividends until the Company
establishes a consistent pattern of reducing the level of its outstanding
indebtedness. If the Company incurs substantial debt, it will probably be
required to obtain prior approval from the Federal Reserve Board before paying a
dividend. There is no assurance that any such approval would be forthcoming.
Future dividends from the Bank to the Company may be restricted by the Bank's
need for capital to support its business, as well as restrictions resulting from
law and regulations. See Note M to the notes to the Company's Consolidated
Financial Statements included in the Company's Annual Report on Form 10-KSB
delivered herewith.
LIQUIDATION RIGHTS
Upon the voluntary or involuntary dissolution, liquidation, or winding
up of the affairs of the Company, after the payment in full of its debts and
other liabilities, the remainder of its assets, if any, are to be distributed
pro rata among the holders of Common Stock. Subject to any required regulatory
approvals, the Directors of the Company, at their discretion, may authorize and
issue senior or subordinate debt obligations without prior approval of the
shareholders.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Tennessee law provides that a corporation's charter may contain a
provision eliminating or limiting the personal liability of a director to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (A) for any breach of the director's duty of loyalty
to the corporation or its shareholders; (B) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law; or
(C) under ss. 48-18-304, Tennessee Code Annotated for unlawful distributions.
The Company's Charter provides that, to the fullest extent allowed by
law, no director of the Company shall be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a director.
In addition, the Charter provides that the Company shall have the power
to indemnify any director, officer, employee, agent of the Company or others
serving at the request of the Company to the fullest extent permitted by
Tennessee law.
COMMON STOCK PURCHASE RIGHTS
On February 5, 1998, the Company's Board of Directors declared a
dividend of one common share purchase right (a "Right") for each outstanding
share of Common Stock of the Company. Each Right entitles the registered holder
to purchase from the Company one share of the Company's Common Stock at a price
of $55.00 per Common Share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Shareholder's Rights
Agreement (the "Shareholders Rights Agreement") between the Company and
Registrar and Transfer Company, as Rights Agent.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors. The Rights should not
interfere with any merger or other business combination approved by the
Company's Board of Directors prior to the time that the person or group become
an Acquiring Person, since, until such time, the Rights may be redeemed by the
Company at a price of $0.01 each.
A copy of the Shareholders Rights Agreement has been filed with the
Securities and Exchange Commission as an exhibit to a Registration Statement on
Form 8-A dated January 26, 1998. A copy of the Shareholders Rights Agreement is
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<PAGE> 10
available free of charge from the Company. This summary description of the
Rights does not propose to be complete and is qualified in its entirety by
reference to the Shareholders Rights Agreement, which is hereby incorporated by
reference.
EXPERTS
The financial statements of the Company as of December 31, 1997 and
1996, and for each of the years in the three-year period ended December 31,
1997, included in the Annual Report on Form 10-KSB of the Company for the fiscal
year ended December 31, 1997, have been incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent auditors,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
LEGAL OPINION
The legality of the shares of Common Stock of the Company to be offered
hereby will be passed upon for the Company by the law firm of Gerrish &
McCreary, P.C., Nashville/Memphis, Tennessee.
8
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following data sets forth the costs and expenses payable by the
Company in connection with the issuance and distribution of the securities being
registered hereunder. All of the amounts shown are estimates (except for the SEC
registration fee).
<TABLE>
<S> <C>
SEC Registration Fee.................................. $ 18,695.03
Printing fees and expenses ........................... $ 2,500.00
Legal fees and expenses .............................. $ 10,000.00
Blue Sky fees and expenses ........................... $ 2,500.00
Miscellaneous ........................... $ 2,304,97
Total: ........................... $ 36,000.00
</TABLE>
ITEM 15. (NOT APPLICABLE)
ITEM 16. EXHIBITS.
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
Exhibit
Number Description
- ---------------------------------------------------------------------------------------
<S> <C>
4.1 Warrant Agreement (Incorporated by reference to Exhibit 4.01
of the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1996)
4.2 Form of specimen Certificate of Common Stock (Incorporated by
reference to Exhibit 4.02 of the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1996)
4.3 Form of specimen Certificate of Common Stock Purchase Warrant
(Incorporated by reference to Exhibit 4.03 of the Company's
Annual Report on Form 10-KSB for the year ended December 31,
1996)
5.1 Opinion of Gerrish & McCreary, P.C., counsel to the
Registrant, regarding the legality of the securities offered
hereby.
10.1 Employment Agreement between The Bank of Nashville and Mack S.
Linebaugh, Jr. dated September 2, 1992, as amended.
(Incorporated by reference to Exhibit 10.01 of the Company's
Annual Report on Form 10-KSB for the year ended December 31,
1996)
10.2 Employment Agreement between The Bank of Nashville and Julian
C. Cornett dated October 13, 1996. (Incorporated by reference
to Exhibit 10.02 of the Company's Annual Report on Form 10-KSB
for the year ended December 31, 1996)
</TABLE>
II-1
<PAGE> 12
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------------------------------------------------------------------------------------------
<S> <C>
10.3 Option Agreements between The Bank of Nashville and Mack S.
Linebaugh, Jr. dated September 2, 1992 and July 27, 1993, and
Option Agreement dated July 16, 1996 between Community
Financial Group, Inc. and Mack S. Linebaugh, Jr.
(Incorporated by reference to Exhibit 10.03 of the Company's
Annual Report on Form 10-KSB for the year ended December 31,
1996)
10.4 Option Agreements between The Bank of Nashville and Julian C.
Cornett dated October 13, 1992 and October 13, 1993, and
Option Agreement dated July 16, 1996 between Community
Financial Group, Inc. and Julian C. Cornett. (Incorporated by
reference to Exhibit 10.04 of the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1996)
10.5 Lease Agreement dated July 19, 1989 between The Bank of
Nashville and Metropolitan Life Insurance Company.
(Incorporated by reference to Exhibit 10.05 of the Company's
Annual Report on Form 10-KSB for the year ended December 31,
1996)
10.6 Lease Agreement dated August 1, 1996 between The Bank of
Nashville and Coleman Partners, a Tennessee Partnership.
(Incorporated by reference to Exhibit 10.06 of the Company's
Annual Report on Form 10-KSB for the year ended December 31,
1996)
10.7 The Bank of Nashville Retirement Savings Plan. (Incorporated
by reference to Exhibit 10.07 of the Company's Annual Report
on Form 10-KSB for the year ended December 31, 1996)
10.8 Community Financial Group, Inc.'s Associates' Stock Purchase
Plan. (Incorporated by reference to Exhibit 10.08 of the
Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996)
10.9 Community Financial Group, Inc. 1997 Nonstatutory Stock Option
Plan.
11.1 Statement regarding computation of Earnings Per Share
(incorporated by reference to the Registrant's Annual
Report filed on Form 10-KSB for the year ended
December 31, 1997, filed with the Commission on March
27, 1998).
13.1 Community Financial Group, Inc. Annual Report on Form 10-KSB
for the year ended December 31, 1997 (incorporated by
reference).
13.2 Community Financial Group, Inc. 1997 Annual Report to
Shareholders. (Incorporated by reference to Exhibit 13 of the
Company's Annual Report on Form 10-KSB for the year ended
December 31, 1997)
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Gerrish & McCreary, P.C. (contained in Exhibit 5.1)
24.1 Powers of Attorney (contained in the signature page to this
Registration Statement, pages II-3 and II-4)
</TABLE>
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<PAGE> 13
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
additional or changed material information with respect to the plan of
distribution.
(2) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer, or controlling person of
the Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer, or controlling person in connection with the
securities being registered, the Company will, unless, in the opinion of its
counsel, the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement on Form S-2 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Nashville, State of Tennessee, on May 8, 1998.
COMMUNITY FINANCIAL GROUP, INC.
By: /s/ Mack S. Linebaugh, Jr.
----------------------------------------------
Mack S. Linebaugh, Jr., President, Chairman of
the Board, Chief Executive Officer, and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Registration Statement on Form S-2 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<S> <C>
Dated: May 8, 1998 /s/ Mack S. Linebaugh, Jr.
------------------------------------
Mack S. Linebaugh, Jr., President, Chairman
of the Board of Directors, Chief Executive
Officer, Director (Principal Executive Officer,
Principal Financial Officer, Principal Accounting
Officer)
Dated: May 8, 1998 * /s/ Mack S. Linebaugh, Jr.
------------------------------------
J.B. Baker, Director
Dated: May 8, 1998 * /s/ Mack S. Linebaugh, Jr.
------------------------------------
Jo D. Federspiel, Director
Dated: May 8, 1998 * /s/ Mack S. Linebaugh, Jr.
------------------------------------
Richard H. Fulton, Director
Dated: May 8, 1998 * /s/ Mack S. Linebaugh, Jr.
------------------------------------
Leon Moore, Director
Dated: May 8, 1998 * /s/ Mack S. Linebaugh, Jr.
------------------------------------
Perry W. Moskovitz, Director
Dated: May 8, 1998 * /s/ Mack S. Linebaugh, Jr.
------------------------------------
C. Norris Nielsen, Director
Dated: May 8, 1998 * /s/ Mack S. Linebaugh, Jr.
------------------------------------
G. Edgar Thornton, Director
Dated: May 8, 1998 ------------------------------------
David M. Resha, Director
</TABLE>
* Mack S. Linebaugh, Jr.
Attorney-in-Fact
II-4
<PAGE> 15
INDEX TO EXHIBITS
The following exhibits are filed herewith:
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<CAPTION>
Exhibit
Number Description
- --------------------------------------------------------------------------------
<S> <C>
23.1 Consent of KPMG Peat Marwick LLP.
</TABLE>
<PAGE> 1
The Board of Directors
Community Financial Group, Inc.:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Nashville, Tennessee
May 7, 1998
