<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 1997
Community Financial Corp.
- ----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 0-26792 37-1337630
- -----------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
240 E. Chestnut Street, Olney, Illinois 62450-2295
- -----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(618) 395-8676
--------------
Not Applicable
- -----------------------------------------------------------------
(Former name or former address, if changed since last report)<PAGE>
<PAGE>
ITEM 5. OTHER EVENTS.
- ---------------------
On May 22, 1997, the Registrant announced that it had signed
an agreement to acquire Egyptian Bancshares, Inc., the holding
company for The Egyptian State Bank and Saline County State Bank,
for a cash purchase price currently estimated to be approximately
$8.0 million. For further information, reference is made to the
Registrant's press release dated May 22, 1997, which is attached
hereto as Exhibit 99.1, and incorporated herein by reference.
In addition, on May 22, 1997 the Company completed its
acquisition of American Bancshares, Inc., the holding company for
American Bank of Illinois in Highland, a commercial bank with
total assets of $17.5 million with offices in Highland and
Pocohantas, Illinois. The purchase price was cash totaling
$2,150,000. For further information, reference is made to the
Registrant's press release dated May 22, 1997, which is attached
hereto as Exhibit 99.2, and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
- --------------------------------------------------------------
The following is a list of exhibits filed with this Current
Report on Form 8-K.
Exhibit No. Description
---------- -----------
99.1 Press Release, dated May 22, 1997
99.2 Press Release, dated May 22, 1997
2<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereto duly authorized.
COMMUNITY FINANCIAL CORP.
Date: May 27, 1997 By: /s/ Shirley B. Kessler
---------------------------
Shirley B. Kessler
President
3
NEWS RELEASE
FOR MORE INFORMATION CONTACT
Shirley B. Kessler
President and
Chief Executive Officer
----------------------------
FOR IMMEDIATE RELEASE
(618) 395-8676
COMMUNITY FINANCIAL CORP.
TO ACQUIRE EGYPTIAN BANCSHARES, INC.,
THE EGYPTIAN STATE BANK AND SALINE COUNTY STATE BANK
Olney, Illinois - May 22, 1997. Community Financial Corp.
(Nasdaq.nms: CFIC), the holding company for Community Bank &
Trust, N.A., and Egyptian Bancshares, Inc., the holding company
for The Egyptian State Bank and Saline County State Bank, an
nounced today that they have signed an agreement pursuant to
which Community Financial Corp. will acquire Egyptian Bancshares,
Inc. for a cash purchase price currently estimated to be $8.0
million.
The Egyptian State Bank has one office, located in Carrier
Mills, Illinois, with total assets of $24.9 million, and Saline
County State Bank has two offices, located in Stonefort and Creal
Springs, Illinois, with total assets of $16.4 million. It is
anticipated that both banks will remain as separate bank subsid
iaries of Community Financial Corp. following the acquisition.
Most of the existing Directors of the banks have agreed to
continue to serve as Directors of the Banks. All staff members
will be retained to ensure the high level of service the custom
ers have come to expect.
"Community Financial Corp. is very enthusiastic about its
agreement to purchase Egyptian Bancshares, Inc.," stated Shirley
B. Kessler, President of Community Financial Corp. "We are
excited about the growth potential these markets hold and the
opportunity to offer our existing products to new customers."
Thomas E. Overstreet, President of both The Egyptian State
Bank and Saline County State Bank, said, "We believe that affili
ation with Community Bank & Trust will enable us to enhance our
product offerings and better serve our communities. Community
Bank & Trust provides the same kind of personal service that has
been the foundation of our growth. We are confident that our
customers will benefit from this affiliation."
The acquisition would result in consolidated assets for
Community Financial Corp. of approximately $224.0 million,
consolidated loans of approximately $137.6 million and consoli
dated deposits of approximately $174.1 million based on March 31,
1997 financial information. The acquisition is expected to be
completed in the fourth quarter of 1997 and is subject to various
conditions, including regulatory approval and the approval of the
shareholders of Egyptian Bancshares, Inc.
Community Financial Corp. is the bank holding company for
Community Bank & Trust, N.A. Community Bank & Trust, N.A.
operates five offices serving Richland, Coles, Jasper, Lawrence,
and Wayne Counties in Southeastern Illinois.
NEWS RELEASE
FOR MORE INFORMATION CONTACT
Shirley B. Kessler
President and
Chief Executive Officer
----------------------------
FOR IMMEDIATE RELEASE
(618) 395-8676
COMMUNITY FINANCIAL CORP.
COMPLETES ACQUISITION OF AMERICAN BANCSHARES, INC. AND
AMERICAN BANK OF ILLINOIS IN HIGHLAND
Olney, Illinois - May 22, 1997. Community Financial Corp.
(Nasdaq.nms: CFIC), the holding company for Community Bank &
Trust, N.A., and American Bancshares, Inc., the holding company
for American Bank of Illinois in Highland, announced today that
they have completed the transaction pursuant to which Community
Financial Corp. acquired American Bancshares, Inc. for a cash
purchase price of $2.15 million and American Bancshares and
American Bank of Illinois in Highland became wholly owned subsid
iaries of community Financial Corp.
American Bank of Illinois in Highland has two offices,
located in Highland and Pocahontas, Illinois, with total assets
of $17.5 million. American Bank of Illinois in Highland will
remain a separate bank subsidiary of Community Financial Corp.
All existing Directors of American Bank of Illinois in Highland
will continue to serve as Directors of that Bank. All American
Bank staff members will be retained to ensure the high level of
service the customers have come to expect.
"Community Financial Corp. is very enthusiastic about its
affiliation with American Bancshares, Inc.," stated Shirley B.
Kessler, President of Community Financial Corp. "We are excited
about the growth potential this market holds and the opportunity
to offer our existing products to new customers."
Karl Tauber, President of American Bancshares and American
Bank of Illinois in Highland said, "We believe that affiliation
with Community Financial Corp. and its subsidiary, Community Bank
& Trust, N.A., will enable us to enhance our product offerings
and better serve our communities. Community Bank & Trust pro
vides the same kind of personal service that has been the founda
tion of our growth. We are confident that our customers will
benefit from this affiliation."
The acquisition results in consolidated assets for Community
Financial Corp. of approximately $200.3 million, consolidated
loans of approximately $130.6 million and consolidated deposits
of approximately $154.6 million based on March 31, 1997 financial
information.
Community Financial Corp. is the bank holding company for
Community Bank & Trust, N.A. Community Bank & Trust, N.A.
operates five offices serving Richland, Coles, Jasper, Lawrence,
and Wayne Counties in Southeastern Illinois.