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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 2) *
Community Financial Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
20364V 10 9
--------------------
(CUSIP Number)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 14 pages<PAGE>
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CUSIP No. 20364V 10 9 13G Page 2 of 14 Pages
1. NAMES OF REPORTING PERSONS:
Community Financial Corp. Employee Stock Ownership Plan
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
37-1344248
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Illinois
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 210,537
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 210,537
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 210,537
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8.9%
12. TYPE OF REPORTING PERSON: EP
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CUSIP No. 20364V 10 9 13G Page 3 of 14 Pages
1. NAMES OF REPORTING PERSONS:
Michael F. Bauman
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 6,811
6. SHARED VOTING POWER 232,943*
7. SOLE DISPOSITIVE POWER: 6,811
8. SHARED DISPOSITIVE POWER: 247,902*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 250,745*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 10.6%*
12. TYPE OF REPORTING PERSON: IN
* Includes shares held by the Community Financial Corp.
Management Recognition Plan Trust as to which the reporting
person, as a trustee, shares voting power and dispositive power
over 60,463 shares and 75,422 shares, respectively.
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CUSIP No. 20364V 10 9 13G Page 4 of 14 Pages
1. NAMES OF REPORTING PERSONS:
William O. Cantwell
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 6,911
6. SHARED VOTING POWER 229,243*
7. SOLE DISPOSITIVE POWER: 6,911
8. SHARED DISPOSITIVE POWER: 244,202*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 251,113*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 10.6%*
12. TYPE OF REPORTING PERSON: IN
* Includes shares held by the Community Financial Corp.
Management Recognition Plan Trust as to which the reporting
person, as a trustee, shares voting power and dispositive power
over 60,463 shares and 75,422 shares, respectively.
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CUSIP No. 20364V 10 9 13G Page 5 of 14 Pages
1. NAMES OF REPORTING PERSONS:
Roger A. Charleston
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 9,661
6. SHARED VOTING POWER 246,443*
7. SOLE DISPOSITIVE POWER: 9,661
8. SHARED DISPOSITIVE POWER: 261,402*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 271,063*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 11.4%*
12. TYPE OF REPORTING PERSON: IN
* Includes shares held by the Community Financial Corp.
Management Recognition Plan Trust as to which the reporting
person, as a trustee, shares voting power and dispositive power
over 60,463 shares and 75,422 shares, respectively.
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CUSIP No. 20364V 10 9 13G Page 6 of 14 Pages
1. NAMES OF REPORTING PERSONS:
Charles M. DiCiro
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 6,418
6. SHARED VOTING POWER 229,243*
7. SOLE DISPOSITIVE POWER: 6,418
8. SHARED DISPOSITIVE POWER: 244,202*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 250,620*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 10.6%*
12. TYPE OF REPORTING PERSON: IN
* Includes shares held by the Community Financial Corp.
Management Recognition Plan Trust as to which the reporting
person, as a trustee, shares voting power and dispositive power
over 60,463 shares and 75,422 shares, respectively.
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CUSIP No. 20364V 10 9 13G Page 7 of 14 Pages
1. NAMES OF REPORTING PERSONS:
Brad A. Jones
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 4,761
6. SHARED VOTING POWER 239,143*
7. SOLE DISPOSITIVE POWER: 4,761
8. SHARED DISPOSITIVE POWER: 254,102*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 258,863*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 10.9%*
12. TYPE OF REPORTING PERSON: IN
* Includes shares held by the Community Financial Corp.
Management Recognition Plan Trust as to which the reporting
person, as a trustee, shares voting power and dispositive power
over 60,463 shares and 75,422 shares, respectively.
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CUSIP No. 20364V 10 9 13G Page 8 of 14 Pages
1. NAMES OF REPORTING PERSONS:
Shirley B. Kessler
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 28,000
6. SHARED VOTING POWER 229,243*
7. SOLE DISPOSITIVE POWER: 28,000
8. SHARED DISPOSITIVE POWER: 244,202*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 272,202*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 11.4%*
12. TYPE OF REPORTING PERSON: IN
* Includes shares held by the Community Financial Corp.
Management Recognition Plan Trust as to which the reporting
person, as a trustee, shares voting power and dispositive power
over 60,463 shares and 75,422 shares, respectively.
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CUSIP No. 20364V 10 9 13G Page 9 of 14 Pages
1. NAMES OF REPORTING PERSONS:
Clyde R. King
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 8,761
6. SHARED VOTING POWER 229,243*
7. SOLE DISPOSITIVE POWER: 8,761
8. SHARED DISPOSITIVE POWER: 244,202*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 252,963*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 10.7%*
12. TYPE OF REPORTING PERSON: IN
* Includes shares held by the Community Financial Corp.
Management Recognition Plan Trust as to which the reporting
person, as a trustee, shares voting power and dispositive power
over 60,463 shares and 75,422 shares, respectively.
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CUSIP No. 20364V 10 9 13G Page 10 of 14 Pages
1. NAMES OF REPORTING PERSONS:
Allen D. Welker
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 6,445
6. SHARED VOTING POWER 229,443*
7. SOLE DISPOSITIVE POWER: 6,445
8. SHARED DISPOSITIVE POWER: 244,402*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 250,847*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 10.6%*
12. TYPE OF REPORTING PERSON: IN
* Includes shares held by the Community Financial Corp.
Management Recognition Plan Trust as to which the reporting
person, as a trustee, shares voting power and dispositive power
over 60,463 shares and 75,422 shares, respectively.
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Page 11 of 14 Pages
Securities and Exchange Commission
Washington, D.C. 20549
ITEM 1(a) NAME OF ISSUER.
Community Financial Corp.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
240 E. Chestnut Street
Olney, Illinois 62450-2295
ITEM 2(a) NAME OF PERSON(S) FILING.
Community Financial Corp. Employee Stock Ownership
Plan ("ESOP"), and the following individuals who serve (i) as
trustees of the trust established under the ESOP and (ii) on
Community Financial Corp.'s Board of Directors: Michael F.
Bauman, William O. Cantwell, Roger A. Charleston, Charles M.
DiCiro, Brad A. Jones, Shirley B. Kessler, Clyde R. King, and
Allen D. Welker.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE.
Same as Item 1(b).
ITEM 2(c) CITIZENSHIP.
See Row 4 of the second part of the cover page
provided for each reporting person.
ITEM 2(d) TITLE OF CLASS OF SECURITIES.
Common Stock, par value $.01 per share.
Item 2(e) CUSIP NUMBER.
See the upper left corner of the second part of the
cover page provided for the reporting person.
Item 3. CHECK WHETHER THE PERSON FILING IS A:
(f) [x] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see 13d-1(b)(1)(ii)(F),
Items (a) (b) (c) (d) (e) (g) and (h) - not applicable.
This Schedule 13G is being filed on behalf of the ESOP
identified in Item 2(a), filing under the Item 3(f)
classification, and by each director of Community Financial
Corp. and trustee of the trust established pursuant to the ESOP,
filing pursuant to SEC no-action letters. Exhibit A contains a
disclosure of the voting and dispositive powers over shares of
the issuer held directly by these entities.<PAGE>
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Page 12 of 14 Pages
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: See Row 9 of the second
part of the cover page provided for each reporting
person.
(b) Percent of Class: See Row 11 of the second part of
the cover page provided for each reporting person.
(c) See Rows 5, 6, 7, and 8 of the second part of the
cover page provided for each reporting person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of
securities, check the following: [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
Pursuant to Section 13.7 of the ESOP, the ESOP
Committee has the power to direct the receipt of dividends on
shares held in the ESOP trust.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Not applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.<PAGE>
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Page 13 of 14 Pages
SIGNATURE:
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
COMMUNITY FINANCIAL CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
By Its Trustees:
/s/ Michael F. Bauman February 10, 1998
__________________________________ _________________
Michael F. Bauman, as Trustee Date
/s/ Roger A. Charleston February 10, 1998
__________________________________ _________________
Roger A. Charleston, as Trustee Date
/s/ Brad A. Jones February 10, 1998
__________________________________ _________________
Brad A. Jones, as Trustee Date
/s/ Michael F. Bauman February 10, 1998
_________________________________________ _________________
Michael F. Bauman, as a Director Date
of Community Financial Corp.
/s/ William O. Cantwell February 10, 1998
_________________________________________ _________________
William O. Cantwell, as a Director Date
of Community Financial Corp.
/s/ Roger A. Charleston February 10, 1998
_________________________________________ _________________
Roger A. Charleston, as a Director Date
of Community Financial Corp.
/s/ Charles M. DiCiro February 10, 1998
_________________________________________ _________________
Charles M. DiCiro, as a Director Date
of Community Financial Corp.
/s/ Brad A. Jones February 10, 1998
_________________________________________ _________________
Brad A. Jones, as a Director Date
of Community Financial Corp.
/s/ Shirley B. Kessler February 10, 1998
_________________________________________ _________________
Shirley B. Kessler, as a Director Date
of Community Financial Corp.
/s/ Cylde R. King February 10, 1998
_________________________________________ _________________
Clyde R. King, as a Director Date
of Community Financial Corp.
/s/ Allen D. Welker February 10, 1998
_________________________________________ _________________
Allen D. Welker, as a Director Date
of Community Financial Corp.
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Page 14 of 14 Pages
Exhibit A
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The trustees of the ESOP hold shares of common stock of
the issuer in trust for the benefit of employees participating
in the ESOP. Pursuant to Section 13.6 of the ESOP, (i) the
trustees vote common stock allocated to participant accounts in
accordance with instructions by participants, (ii) shares of
common stock of the issuer which have not been allocated and
allocated stock for which no voting direction has been received
shall be voted by the trustee in the manner directed by the
issuer, and (iii) if the issuer gives no direction, the trustees
shall vote such shares in their sole discretion. Pursuant to
Section 13.3 of the ESOP, the trustees exercise investment
direction as directed by the ESOP Committee. Overall, the
trustees must exercise voting and dispositive power with respect
to the assets held by the ESOP, including common stock of the
issuer, in accordance with the fiduciary responsibility
requirements imposed by Section 404 of the Employee Retirement
Income Security Act of 1974, as amended.
