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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. 1)*
Community Financial Corp.
-----------------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------------
(Title of Class of Securities)
20364V-10-9
-----------------------------------------------
(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)
February 1, 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 R. 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
99,700
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 22,700
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
99,700
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
22,700
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,740
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- ------------------------------------------------------------------------------
(1) Mr. Rochman beneficially owns 99,700 shares directly. In addition to
the 99,700 shares beneficially owned by Mr. Rochman, Marilyn Rochman,
the wife of Mr. Rochman, owns 6,340 shares directly. Mr. Rochman
disclaims any beneficial interest in the 6,340 shares owned by Marilyn
Rochman.
(2) The Boo Rochman Charitable Corp. owns 20,300 shares, and the Rochman
Family Investment owns 2,400 shares. Mr. Rochman and Marilyn Rochman
have shared voting and dispositive power over these shares.
(3) Includes the 122,400 shares over which Mr. Rochman has sole or shared
voting or dispositive power and the 6,340 shares owned by Marilyn
Rochman.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE>
INFORMATION ATTACHMENT TO SCHEDULE 13D
Item 1. Security and Issuer
This Amendment No.1 to Schedule 13D (the "Amendment") 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 Amendment 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 and address of Mr. Rochman's
principal business and 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(real estate investment co.)
S.I. Securities - 1345 East Park Street, Carbondale, Illinois
62901 (real estate investment co.)
F.B. Trust - 1345 East Park Street, Carbondale, Illinois
62901 (entertainment/investment co.)
S.I./P.I. - 1345 East Park Street, Carbondale, Illinois
62901 (real estate investment co.)
Boo Noz Corp. - 1345 East Park Street, Carbondale, Illinois
62901 (real estate investment co.)
S.I. Boo - 1345 East Park Street, Carbondale, Illinois
62901 (real estate investment 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.
3
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
As indicated on Line 4 of the Cover Page of this Amendment,
Mr. Rochman has used bank loans, personal funds (including
broker margin account funds), insurance 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 in making purchases of the Issuer's
common stock. As of the date of this Amendment, the total
amount of funds used in the purchase of the Issuer's shares of
common stock by Mr. Rochman, the Boo Rochman Charitable Corp.
and the Rochman Family Investment is approximately $1,156,000.
This figure is based on the total number of shares of the
Issuer's common stock purchased by Mr. Rochman, Boo Rochman
Charitable Corp. and Rochman Family Investment multiplied by
the price per share paid and does not include broker fees
associated with such 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 $656,000 of his personal funds,
including funds obtained from broker margin accounts, for his
purchases.
Item 4. Purpose of Transaction
Although the shares of common stock of the Issuer identified
in this Amendment 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 stockholder value.
Although Mr. Rochman presently has no plan to pursue an
immediate sale of the Issuer, Mr. Rochman is open to
considering a sale of the Issuer as part of a strategy for
enhancing stockholder 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.
As of the date of this Amendment, Mr. Rochman has not been
invited to join the Issuer's board of directors or selected as
management's nominee for election as a director at the
Issuer's 2000 annual meeting of stockholders (or at the next
meeting of stockholders at which directors are elected).
Accordingly, in connection with the Issuer's 2000 annual
meeting of stockholders (or at the next meeting of
stockholders at which directors are elected) Mr. Rochman
presently intends to (a) nominate himself and Michael B.
Nadler for election as directors of the Issuer and (b) submit
a proposal for consideration by the stockholders of the Issuer
recommending that the board of directors engage the services
of a consultant or other advisor which has experience in
advising financial institutions to make recommendations to the
board of directors of the Issuer as to specific actions
designed to improve earnings
4
<PAGE>
and enhance stockholder value. Mr. Rochman presently intends
to solicit proxies for use at the 2000 annual meeting of
stockholders (or at the next meeting of stockholders at which
directors are elected) in favor of his director nominees and
his stockholder proposal. In this regard, Mr. Rochman will
file his proposed proxy solicitation materials with the
Securities and Exchange Commission. Mr. Rochman anticipates at
this time that any proxy solicitation undertaken by him in
connection with the Issuer's 2000 annual meeting of
stockholders (or the next meeting of stockholders at which
directors are elected) would be in opposition to any proxy
solicitation by the board of directors of the Issuer with
respect to the same meeting.
Item 5. Interest in Securities of the Issuer
(a) Mr. Rochman beneficially owns 128,740 shares, or 5.8%, of the
outstanding 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.)
(b) Mr. Rochman has sole power to vote and dispose of 99,700
shares of common stock of the Issuer, as identified on Lines 7
and 9 of the Cover Page of this Amendment. In addition to such
99,700 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 22,700 shares of common stock
of the Issuer, as identified on Lines 8 and 10 of the Cover
Page of this Amendment. 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:
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<PAGE>
<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 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 7, 2000 1,000 $11-1/2 Off the market purchase
Barrett R. Rochman January 10, 2000 1,100 $9.00 Open market purchase / Broker
Barrett R. Rochman February 1, 2000 2,500 $9-1/4 Open market purchase / Broker
Barrett R. Rochman February 1, 2000 10,000 $9.20* Open market purchase / Broker
</TABLE>
* Reflects the average purchase price of shares transacted.
As indicated on the Cover Page of this Amendment, Mr. Rochman
has shared voting and dispositive power over shares owned by
the Boo Rochman Charitable Corp. and the Rochman Family
Investment. The Boo Rochman Charitable Corp. and the Rochman
Family Investment have effected the following transactions
involving the common stock of the Issuer during the past sixty
(60) days:
<TABLE>
<CAPTION>
Date of Number of Price
Name Transaction Shares 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
Boo Rochman
Charitable Corp. January 7, 2000 1,000 $11-1/2 Off the market transfer to
Barrett R. Rochman
</TABLE>
As indicated on the Cover Page of this Amendment, 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. Mrs. Rochman has effected the
following transactions involving the common stock of the
Issuer during the past sixty (60) days:
6
<PAGE>
<TABLE>
<CAPTION>
Date of Number of Price
Name Transaction Shares Per Share Place/Manner of Transaction
- ---- ----------- --------- ---------- ---------------------------
<S> <C> <C> <C> <C>
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
bank and the broker margin accounts identified in Item 3 of this
Amendment in connection with the purchase of shares.
Item 7. Material to be Filed as Exhibits
Not Applicable.
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.
/s/ BARRETT R. ROCHMAN
-----------------------
Barrett R. Rochman
Dated: February 4, 2000
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