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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 8, 1998
Community Financial Corp.
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(Exact name of registrant as specified in its charter)
Illinois 0-26292 37-1337630
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(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
240 E. Chestnut Street, Olney, Illinois 62450-2295
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:(618)395-8676
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
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On June 8, 1998, the Registrant announced that the Board
of Directors increased the number of directors by adding three
new directors. The new directors are Roger L. Haberer, who
serves as a director of Community Bank & Trust, N.A., Gary L.
Graham, who serves as a director of MidAmerica Bank of St. Clair
County, and Wayne H. Benson, who serves as Executive Vice
President of Community Bank & Trust, N.A. The Registrant
further announced that Shirley B. Kessler, who had previously
indicated her intention to retire at the end of 1999, resigned
as Chief Executive Officer of the Company and that Wayne H.
Benson was promoted to fill that position. For further
information, reference is made to Registrant's press release
dated June 8, 1998, which is attached hereto as Exhibit 99.1,
and incorporated herein by reference. In addition, on June 29,
1998, the Registrant announced that Charles M. DiCiro, who had
been serving as Chairman of the Board, has resigned from the
Board of Directors of the Registrant and that Roger A.
Charleston has been named the new Chairman of the Board of the
Registrant. Colonel DiCiro will continue to serve as Chairman
of the Board of Community Bank & Trust, N.A., the Registrant's
largest bank subsidiary. For further information, reference is
made to Registrant's press release dated June 29, 1998, which is
attached hereto as Exhibit 99.2, and incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
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The following is a list of exhibits filed with this Current
Report on Form 8-K.
Exhibit No. Description
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99.1 Press Release, dated June 8, 1998
99.2 Press Release, dated June 29, 1998
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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, hereunto duly author-
ized.
COMMUNITY FINANCIAL CORP.
Date: June 29, 1998 By:/s/ Wayne H. Benson
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Wayne H. Benson
Chief Executive Officer
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NEWS RELEASE
FOR MORE INFORMATION CONTACT
Wayne H. Benson
Chief Executive Officer
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FOR IMMEDIATE RELEASE
618-395-8676
COMMUNITY FINANCIAL CORP.
ANNOUNCES APPOINTMENT OF THREE ADDITIONAL DIRECTORS
AND NEW CHIEF EXECUTIVE OFFICERS
Olney, Illinois - June 8, 1998. Community Financial Corp.
(Nasdaq.nms: CFIC), the holding company for Community Bank &
Trust, N.A., American Bank, Egyptian State Bank, Saline County
State Bank and MidAmerica Bank of St. Clair County, announced
today that the Board of Directors increased the number of
directors to eleven by adding three new directors. The new
directors are Roger L. Haberer, who currently serves as a
director of Community Bank & Trust, N.A., Gary L. Graham, who
currently serves as a director of MidAmerica Bank of St. Clair
County, and Wayne H. Benson, who currently serves as Executive
Vice President of Community Bank & Trust, N.A.
"The addition of these three directors will bring significant
additional expertise to the Board of our holding company," said
Charles M. DiCiro, the Chairman of the Board of Community
Financial Corp. "The Board of Directors also wanted to increase
the representation on the holding company's Board of Directors
to include a director of the Company's wholly owned bank
subsidiaries."
In addition, Community Financial Corp. announced that Shirley
B. Kessler, who has previously indicated her intention to retire
at the end of 1999, has resigned as Chief Executive Officer of
the Company and that Wayne H. Benson was promoted to fill that
position. "This step was taken to facilitate an orderly
management succession," said Ms. Kessler. Ms. Kessler will
remain as President of Community Financial Corp. and President
and Chief Executive Officer of Community Bank & Trust, N.A., the
Company's largest bank subsidiary.
Community Financial Corp. serves southern Illinois through its
five bank subsidiaries and reported consolidated assets of
approximately $308.6 million, consolidated loans of
approximately $157.5 million, and consolidated deposits of
approximately $217.4 million based on March 31, 1998 financial
information.
NEWS RELEASE
FOR MORE INFORMATION CONTACT
Wayne H. Benson
Chief Executive Officer
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FOR IMMEDIATE RELEASE
(618)395-8676
COMMUNITY FINANCIAL CORP.
ANNOUNCES APPOINTMENT OF ROGER A. CHARLESTON
AS CHAIRMAN OF THE BOARD OF DIRECTORS
Olney, Illinois - June 29, 1998. Community Financial
Corp. (Nasdaq.nms: CFIC), the holding company for Community
Bank & Trust, N.A., American Bank, Egyptian State Bank, Saline
County State Bank, and MidAmerica Bank of St. Clair County,
announced today that Charles M. DiCiro, who had been serving as
Chairman of the Board, has resigned from the Board of Directors
of the holding company and that Roger A. Charleston, who has
been a director since 1989, has been named the new Chairman of
the Board of the holding company. Colonel DiCiro will continue
to serve as Chairman of the Board of Community Bank & Trust,
N.A., the company's largest bank subsidiary, and was appointed
a director emeritus of the holding company.
Colonel DiCiro, who is 72 years old, resigned as director
of the holding company so that he could devote more time to
pursue other interests. "However, the appointment of Mr.
Charleston will bring continuity and new vitality to the
Company," said Colonel DiCiro. "I will continue to serve the
Company through my continued role as Chairman of the Board of
Community Bank & Trust, N.A."
Community Financial Corp. serves southern Illinois
through its five bank subsidiaries and reported consolidated
assets of approximately $308.6 million, consolidated loans of
approximately $157.5 million, and consolidated deposits of
approximately $217.4 million based on March 31, 1998 financial
information.
