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As filed with the Securities and Exchange Commission on January 13, 1999
Registration No. 333-24309
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 2
FORM S-2 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
COMMUNITY FINANCIAL GROUP, Inc.
(Exact name of registrant as specified in its charter)
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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
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(Address, including zip code and telephone number, including area code,
of registrant's principal executive offices)
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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)
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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]
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If the registrant elects to deliver it is 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. [X]
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
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If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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EXPIRATION OF COMMON STOCK
PURCHASE WARRANTS
The Common Stock purchase warrants (the "Warrants") of Community
Financial Group, Inc. (the "Company"), by their terms expired at the close of
business on December 31, 1998. Therefore, all Warrants which had not been
exercised on or before that time have expired. The total number of Warrants
exercised was 2,002,337 of the 4,744,927 outstanding Warrants. Consequently,
2,742,590 Warrants have expired without being exercised and are of no further
force or effect.
REMOVAL FROM REGISTRATION OF SECURITIES
The purpose of this Post-Effective Amendment No. 2 is to remove from
registration the 2,742,590 shares of the Company's Common Stock which were
underlying the Warrants and which would have been issued had the 2,742,590
Warrants been exercised.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 2 to the
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 January 13, 1999.
COMMUNITY FINANCIAL GROUP, INC.
By: /s/ Mack S. Linebaugh, Jr.
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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 Amendment No. 2 to Registration Statement on Form S-2 has been
signed by the following persons in the capacities and on the dates indicated.
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Dated: January 13, 1999 /s/ Mack S. Linebaugh, Jr.
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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: January 13, 1999 /s/ Mack S. Linebaugh, Jr., Attorney-in-Fact*
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J.B. Baker, Director
Dated: January 13, 1999 /s/ Mack S. Linebaugh, Jr., Attorney-in-Fact*
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Jo D. Federspiel, Director
Dated: January 13, 1999 /s/ Mack S. Linebaugh, Jr., Attorney-in-Fact*
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Richard H. Fulton, Director
Dated: January 13, 1999 /s/ Mack S. Linebaugh, Jr., Attorney-in-Fact*
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Leon Moore, Director
Dated: January 13, 1999 /s/ Mack S. Linebaugh, Jr., Attorney-in-Fact*
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Perry W. Moskovitz, Director
Dated: January 13, 1999 /s/ Mack S. Linebaugh, Jr., Attorney-in-Fact*
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C. Norris Nielsen, Director
Dated: January 13, 1999 /s/ Mack S. Linebaugh, Jr., Attorney-in-Fact*
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G. Edgar Thornton, Director
Dated: January ___, 1999
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David M. Resha, Director
*Mack S. Linebaugh, Jr., Attorney-in-Fact
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