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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Community Financial Corp.
-----------------------------------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
20364V-10-9
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(CUSIP Number)
Barrett R. Rochman, 1345 East Park Street,
Carbondale, Illinois 62901 (618/529-3513)
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 6, 2000
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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>
CUSIP NO. 20364V-10-9 PAGE 2 OF 7 PAGES
-----------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barrett Rochman
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, BK
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [X]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
86,200
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 23,700
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
86,200
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
23,700
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,240
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- ------------------------------------------------------------------------------
(1) Mr. Rochman beneficially owns 86,200 shares directly. In addition to the
86,200 shares beneficially owned by Mr. Rochman, Marilyn Rochman, the wife
of Mr. Rochman, owns 6,340 shares. Mr.Rochman disclaims any beneficial
interest in the 6,340 shares owned by Marilyn Rochman.
(2) The Boo Rochman Charitable Corporation owns 21,300 shares, and the Rochman
Family Investment owns 2,400 shares. Mr. Rochman and Marilyn Rochman have
shared voting and dispositive power over these shares.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE>
INFORMATION ATTACHMENT TO SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $0.01 per
share, of Community Financial Corp. (the "Issuer"). The Issuer's
principal executive office is located at 240 East Chestnut, Olney,
Illinois 62450.
Item 2. Identity and Background
(a) This Schedule 13D is being filed by Barrett R. Rochman as an
individual.
(b) Mr. Rochman's principal business address is 1345 East Park
Street, Carbondale, Illinois 62901.
(c) Mr. Rochman's principal occupation is the real estate
investment business. The name, principal business and address
of each corporation or organization in which Mr. Rochman's
employment is conducted are as follows:
Rochman Rentals -1345 East Park Street, Carbondale, Illinois
62901 (rental property co.)
S.I. Inc. - 1345 East Park Street, Carbondale, Illinois
62901(tax purchasing co.)
S.I. Securities - 1345 East Park Street, Carbondale, Illinois
62901 (tax purchasing co.)
F.B. Trust - 1345 East Park, Carbondale Street, Illinois 62901
(acquisition co.)
S.I./P.I. - 1345 East Park, Carbondale Street, Illinois 62901
(tax purchasing co.)
Boo Noz Corp. - 1345 East Park Street, Carbondale, Illinois
62901 (acquisition co.)
(d) During the last five years, Mr. Rochman has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The Securities and Exchange Commission (the "Commission")
instituted proceedings against Mr. Rochman alleging that Mr.
Rochman violated Section 13(d) of the Securities Exchange Act
of 1934 and certain rules thereunder (collectively the
"Laws"). These proceedings were settled on February 17, 1999
without Mr. Rochman having to admit or deny any of the alleged
violations. As part of the settlement, the Commission ordered
Mr. Rochman to cease and desist from committing or causing any
violation or any future violation of the Laws. These
proceedings of the Commission related to filings with the
Commission of Schedule 13D and amendments thereto required of
Mr. Rochman in connection with his ownership of more than 5%
of the outstanding shares of common stock of Heartland
Bancshares, Inc. Mr. Rochman was not required to pay any fine
or penalty in connection with the settlement.
(f) Mr. Rochman is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
As indicated on Line 4 of the Cover Page of this Schedule 13D,
Mr. Rochman has used bank loans, personal funds (including
broker margin account funds), insurance
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<PAGE>
proceeds from a settlement relating to the death of Mr.
Barrett's son, Boo Rochman, and funds from the Boo Rochman
Charitable Corp. and Rochman Family Investment accounts,
respectively, in making purchases of the Issuer's common
stock. As of the date of this Schedule 13D, the total amount
of funds used in the purchase of the Issuer's shares of common
stock by Mr. Rochman for himself or on behalf of the Boo
Rochman Charitable Corp. or Rochman Family Investment is
$1,029,437.50. This figure is based on the total number of
shares of the Issuer's common stock purchased by Mr. Rochman
multiplied by the price per share paid and does not include
broker fees associated with Mr. Rochman's purchases. To date,
Mr. Rochman has obtained personal loans in the amount of
$500,000 from the First National Bank & Trust Company,
Carbondale, Illinois, and has used approximately $530,000 of
his personal funds, including funds obtained from broker
margin accounts, in addition to funds from the Boo Rochman
Charitable Corp. and Rochman Family Investment, for such
purchases.
Item 4. Purpose of Transaction
Although the shares of common stock of the Issuer identified
in this Schedule 13D that are beneficially owned by Mr.
Rochman were acquired for investment purposes, Mr. Rochman
may, as set forth below, seek to influence control of the
Issuer, as well as consider other measures to enhance
shareholder value. Mr. Rochman presently intends to continue
purchasing shares of common stock of the Issuer.
On January 11, 2000, Mr. Rochman met informally with Mr. Wayne
Benson, President of the Issuer, to discuss the possibility of
Mr. Rochman becoming a member of the board of directors of the
Issuer. Mr. Rochman also discussed his thoughts on what
direction the corporate strategy of the Issuer should take,
including his desire to have the loan portfolios of the
Issuer's subsidiaries be more similar to that of commercial
banks rather than savings associations and to have the Issuer
grow in asset size through start-up operations in other
markets and/or acquisitions of other financial institutions.
If Mr. Rochman is not invited to join the Issuer's board of
directors or is not selected as management's nominee for
election as a director at the Issuer's 2000 annual meeting (or
at the next meeting of shareholders at which directors are
elected), Mr. Rochman will consider the possibility of
nominating up to three persons (including himself) for
election as directors at the Issuer's 2000 annual meeting of
shareholders and, further, will consider the possibility of
soliciting proxies for use at the 2000 annual meeting in favor
of his nominees. Mr. Rochman anticipates at this time that any
proxy solicitation undertaken by him in connection with the
Issuer's 2000 annual meeting of shareholders would be in
opposition to any proxy solicitation by the board of directors
of the Issuer with respect to the same meeting. Under the
current structure of the Issuer's board of directors, in order
for three directors to be elected at the 2000 annual meeting
(or at the next meeting of shareholders at which directors are
elected), the size of the Issuer's board of directors would
have to be increased from eight to nine members.
Item 5. Interest in Securities of the Issuer
(a) Mr. Rochman beneficially owns 116,240 shares, or 5.3%, of the
common stock of the Issuer. (The percentage of outstanding
common stock is based on the outstanding shares of common
stock of the Issuer as set forth in its Form 10-Q for the
quarter ended September 30, 1999.)
4
<PAGE>
(b) Mr. Rochman has sole power to vote and dispose of 86,200
shares of common stock of the Issuer, as identified on Lines 7
and 9 of the Cover Page of this Schedule 13D. In addition to
the 86,200 shares, Marilyn Rochman beneficially owns 6,340
shares of common stock of the Issuer, over which she has sole
voting and dispositive power. Mr. Rochman and Marilyn Rochman
share the power to vote and dispose of 23,700 shares of common
stock of the Issuer, as identified on Lines 8 and 10 of the
Cover Page of this Schedule 13D. The identity and background
information for Marilyn Rochman is as follows:
(i) Name: Marilyn Rochman
(ii) Address: 1345 East Park Street, Carbondale, Illinois
62901
(iii) Principal Occupation: Housewife
(iv) During the past (5) years, Marilyn Rochman has not
been convicted in a criminal proceeding (excluding
traffic violations or other misdemeanors).
(v) During the past (5) years, Marilyn Rochman has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, which
as a result of such proceeding she was or is subject
to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or
finding any violation with respect to such laws.
(vi) Citizenship: United States of America.
(c) Mr. Rochman has effected the following transactions involving
the common stock of the Issuer in the past sixty (60) days:
<TABLE>
<CAPTION>
Date of Number of Price
Name Transaction Shares Purchased Per Share Place/Manner of Transaction
- ---- ----------- ---------------- --------- ---------------------------
<S> <C> <C> <C> <C>
Barrett R. Rochman November 30, 1999 2,000 $8-3/4 Open market purchase / Broker
Barrett R. Rochman December 27, 1999 600 $9-3/16 Open market purchase / Broker
Barrett R. Rochman January 3, 2000 10,000 $9-7/16 Open market purchase / Broker
Barrett R. Rochman January 5, 2000 2,000 $9-5/16 Open market purchase / Broker
Barrett R. Rochman January 5, 2000 2,300 $9-3/8 Open market purchase / Broker
Barrett R. Rochman January 6, 2000 2,300 $9-1/14 Open market purchase / Broker
Barrett R. Rochman January 6, 2000 2,000 $9-1/8 Open market purchase / Broker
Barrett R. Rochman January 6, 2000 1,000 $9-1/16 Open market purchase / Broker
Barrett R. Rochman January 6, 2000 1,000 $9.00 Open market purchase / Broker
Barrett R. Rochman January 10, 2000 1,100 $9.00 Open market purchase / Broker
</TABLE>
As indicated on the Cover Page of this Schedule 13D, Mr.
Rochman has shared voting and dispositive power over shares
owned by the Boo Rochman Charitable Corporation and the
Rochman Family Investment. Transactions involving the common
stock of the
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<PAGE>
Issuer that have occurred in the past 60 days that involve the
Boo Rochman Charitable Corporation and Rochman Family
Investment are as follows:
<TABLE>
<CAPTION>
Date of Number of Price
Name Transaction Shares Purchased Per Share Place/Manner of Transaction
- ---- ----------- ---------------- --------- ---------------------------
<S> <C> <C> <C> <C>
Rochman Family December 16, 1999 2,400 $9-1/8 Open market purchase / Broker
Investment
Boo Rochman
Charitable Corp. December 6, 1999 2,000 $8-11/16 Open market purchase / Broker
Boo Rochman
Charitable Corp. December 7, 1999 500 $8-15/16 Open market purchase / Broker
Boo Rochman
Charitable Corp. December 8, 1999 1,100 $9-5/16 Open market purchase / Broker
Boo Rochman
Charitable Corp. December 21, 1999 8,700 $9-1/4 Open market purchase / Broker
</TABLE>
As indicated on the Cover Page of this Schedule 13D, Marilyn
Rochman owns 6,340 shares of common stock of the Issuer. Mr.
Rochman disclaims any beneficial interest in the 6,340 shares
owned by Marilyn Rochman. Transactions involving the common
stock of the Issuer that have occurred in the past 60 days
that involve Mrs. Rochman are as follows:
<TABLE>
<CAPTION>
Date of Number of Price
Name Transaction Shares Purchased Per Share Place/Manner of Transaction
- ---- ----------- ---------------- --------- ---------------------------
<S> <C> <C> <C> <C>
Marilyn Rochman November 22, 1999 500 $8-1/2 Open market purchase / Broker
Marilyn Rochman December 22, 1999 2,000 $9-1/8 Open market purchase / Broker
Marilyn Rochman December 30, 1999 3,000 $9-3/8 Open market purchase / Broker
Marilyn Rochman January 4, 2000 400 $9-3/8 Open market purchase / Broker
</TABLE>
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships
between Mr. Rochman and any other person with respect to any shares of
common stock of the Issuer, other than the loans to Mr. Rochman by the
banks and broker margin accounts identified in Item 3 of this Schedule
13D in connection with the purchase of shares.
6
<PAGE>
Item 7. Material to be Filed as Exhibits
Not applicable.
SIGNATURE
After reasonable and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
/s/ Barrett R. Rochman
---------------------------
Barrett R. Rochman
Dated: January 14, 2000
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