UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
March 8, 2000
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(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 9 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
100,700(1)
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 22,300(2)
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
100,700(1)
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
22,300(2)
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
129,340(3)
- ------------------------------------------------------------------------------
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%(4)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- ------------------------------------------------------------------------------
(1) Mr. Rochman owns 100,700 shares directly. In addition to the 100,700
shares owned by Mr. Rochman, Marilyn Rochman, the wife of Mr. Rochman,
owns 6,340 shares directly.
(2) The Boo Rochman Charitable Corp. owns 19,300 shares, and the Rochman
Family Investment owns 3,000 shares. Mr. Rochman and Marilyn Rochman
have shared voting and dispositive power over these shares.
(3) Includes the (i) 123,000 shares over which Mr. Rochman has sole or
shared voting or dispositive power, and (ii) 6,340 shares owned by
Marilyn Rochman.
(4) Based on 2,213,645 shares of common stock, par value $0.01 per share,
of Community Financial Corp. reported to be outstanding in Community
Financial Corp.'s Form 10-Q for the quarter ended September 30, 1999
and in Community Financial Corp.'s definitive proxy statement relating
to its 2000 annual meeting of the stockholders filed with the
Securities and Exchange Commission.
2
<PAGE>
Item 1. Security and Issuer
- ----------------------------
This Amendment No. 3 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 31 Homewood,
Carbondale, Illinois 62901.
(c) Mr. Rochman's principal occupation is the real estate
investment business. Mr. Rochman's principal real estate
investment activities include owning and renting commercial
and residential real estate, purchasing tax certificates in
Illinois and managing real property acquired through tax
certificates. Mr. Rochman engages in his principal occupation
through the following entities:
Rochman Rentals - 31 Homewood, Carbondale, Illinois 62901
(rental property company)
S.I. Securities - 31 Homewood, Carbondale, Illinois 62901
(real estate investment company)
S.I. Securities, Inc. - 31 Homewood, Carbondale, Illinois
62901 (real estate investment company)
S.I.-P.I. - 31 Homewood, Carbondale, Illinois 62901
(real estate investment company)
Boo Noz Corp. - 31 Homewood, Carbondale, Illinois
62901 (real estate investment company)
S.I. Boo, LLC - 31 Homewood, Carbondale, Illinois 62901
(real estate investment company)
(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. Rochman's son, Jeremy
Rochman, and funds of 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.,
the Rochman Family Investment and Marilyn Rochman is
approximately $1,231,738. This amount is based on the total
number of shares of the Issuer's common stock purchased by Mr.
Rochman, Boo Rochman Charitable Corp., Rochman Family
Investment and Marilyn Rochman 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 Mr. Rochman, the Boo
Rochman Charitable Corp., the Rochman Family Investment and
Marilyn Rochman have used approximately $731,738 of their
respective funds, including, with respect to Mr. Rochman,
funds obtained from his broker margin accounts, in connection
with the purchase of the shares identified herein.
Item 4. Purpose of Transaction
- -------------------------------
While Mr. Rochman is not required to file this Amendment, he
has determined to do so for informational purposes only.
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 may purchase
additional 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, neither Mr. Rochman nor Mr.
Nadler has 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 (the "Stockholders Meeting").
Accordingly, in connection with the Stockholders Meeting, 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 and enhance stockholder value.
4
<PAGE>
Mr. Rochman presently is soliciting proxies for use at the
Stockholders Meeting in favor of his director nominees and his
stockholder proposal. Mr. Rochman's proxy solicitation in
connection with Stockholders Meeting will be in opposition to
any proxy solicitation by the board of directors of the Issuer
with respect to the same meeting.
On March 1, 2000, Mr. Rochman filed his definitive proxy
statement, form of proxy and letter to stockholders relating
to the Stockholders Meeting with the Securities and Exchange
Commission.
On March 8, 2000, Mr. Rochman filed a complaint with the
Circuit Court of the Second Judicial Circuit in Richland
County, Illinois requesting that a judgment be entered against
the Issuer and directing the Issuer to deliver to Mr. Rochman
the minutes for the meetings that occurred from and after
January 1, 1999 of the Issuer's (i) Board of Directors, (ii)
Management Recognition Plan Committee, and (iii) Compensation
Committee. In addition, Mr. Rochman is requesting that the
Court assess a penalty against the Issuer as provided by
applicable law. Mr. Rochman requested these minutes from the
Issuer twice under Illinois law, and the Issuer refused to
provide or allow Mr. Rochman to examine and copy the minutes.
The purposes for Mr. Rochman's request for the minutes were to
permit Mr. Rochman to communicate with other stockholders of
the Issuer on matters relating to (i) the affairs of the
Issuer, (ii) the 2000 annual meeting of stockholders of the
Issuer and (iii) Mr. Rochman's solicitation of proxies in
connection with such annual meeting. Settlement discussions
with respect to this lawsuit occurred on March 15, 2000. No
settlement was reached and the Issuer (Community Financial)
continued to refuse to provide Mr. Rochman with the requested
minutes.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
(a) Mr. Rochman beneficially owns 129,340 shares, or 5.8%, of the
outstanding common stock of the Issuer. (The percentage of
outstanding common stock is based upon the number of
outstanding shares of common stock of the Issuer as set forth
in its Form 10-Q for the quarter ended September 30, 1999 and
in the Issuer's definitive proxy statement relating to its
2000 annual meeting of the stockholders filed with the
Securities and Exchange Commission).
(b) Mr. Rochman has sole power to vote and dispose of 100,700
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
100,700 shares, Marilyn Rochman, the wife of Mr. 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 22,300 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: 31 Homewood, Carbondale, Illinois
62901.
(iii) Principal Occupation: Housewife.
(iv) During the past five years, Marilyn Rochman
has not been convicted in a criminal
proceeding (excluding traffic violations or
other misdemeanors).
5
<PAGE>
(v) During the past five 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 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
Barrett R. Rochman February 8, 2000 1,000 $11-1/2 Off the market purchase
</TABLE>
* Reflects the average purchase price of shares purchased.
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 Purchased Per Share Place/Manner of Transaction
- ---- ----------- ---------------- --------- ---------------------------
<S> <C> <C> <C> <C>
Boo Rochman
Charitable Corp. December 21, 1999 8,700 $9-1/4 Open market purchase / Broker
Rochman Family
Investment December 31, 1999 600 $9-3/16 Open market purchase / Broker
Boo Rochman
Charitable Corp. January 7, 2000 1,000 $11-1/2 Off the market transfer to
Barrett R. Rochman
Boo Rochman
Charitable Corp. February 8, 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. 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 Purchased Per Share Place/Manner of Transaction
- ---- ----------- ---------------- --------- ---------------------------
<S> <C> <C> <C> <C>
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
- -----------------------------------------
Exhibit 1* Promissory Note and Commercial Pledge and Security
Agreement, dated as of January 12, 2000
Exhibit 2* Promissory Note and Commercial Pledge and Security
Agreement, dated as of January 7, 2000
Exhibit 3* Client's Margin Account, dated as of April 26, 1999
Exhibit 4* Client's Margin Account
Exhibit 5* Definitive proxy statement, form of proxy and letter
to stockholders, filed with the Securities and
Exchange Commission on March 1, 2000
Exhibit 6** Complaint, filed with the Circuit Court of the Second
Judicial Circuit in Richland County, Illinois
- ----------------
* Previously filed as an exhibit to Amendment No. 2 to Schedule 13D
** Filed herewith
7
<PAGE>
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: March 16, 2000
8
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
Exhibit 1* Promissory Note and Commercial
Pledge and Security Agreement, dated
as of January 12, 2000
Exhibit 2* Promissory Note and Commercial
Pledge and Security Agreement, dated
as of January 7, 2000
Exhibit 3* Client's Margin Account, dated as of
April 26, 1999
Exhibit 4* Client's Margin Account
Exhibit 5* Definitive proxy statement, form of
proxy and letter to stockholders,
filed with the Securities and
Exchange Commission on March 1, 2000
Exhibit 6** Complaint, filed with the Circuit
Court of the Second Judicial Circuit
in Richland County, Illinois
- ----------------
* Previously filed as an exhibit to Amendment No. 2 to Schedule 13D
** Filed herewith
9
<PAGE>
Exhibit 6
FILED
MARCH 8, 2000
/s/ Connie Kuenstler
CIRCUIT CLERK RICHLAND CO., ILL
IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT
RICHLAND COUNTY, ILLINOIS
BARRETT R. ROCHMAN, )
)
Plaintiff, )
)
-v- ) No. 00-MR-5
)
COMMUNITY FINANCIAL CORP., )
)
Defendant. )
COMPLAINT
COMES NOW Plaintiff, Barrett R. Rochman, by his attorneys, Croegaert,
Clark & Hough, Ltd., and complaining of the Defendant, Community Financial
Corp., and alleges as follows:
1. That the Plaintiff is an individual and a significant
stockholder of the Defendant.
2. That the Defendant is a corporate entity organized under the
laws of the State of Illinois with its principal place of business located in
Olney, Richland County, Illinois.
3. That the Plaintiff has requested that the Defendant allow the
Plaintiff to examine and make extracts from, or provide the Plaintiff with, the
corporate minutes of each Board of Directors' Meeting, each Management
Recognition Plan Committee Meeting, and each Compensation Committee Meeting from
and after January 1, 1999 (collectively, the "Corporate Minutes").
<PAGE>
4. That the Defendant has failed and refused to provide or allow
Plaintiff to examine such Corporate Minutes on the sole basis that Plaintiff has
not stated a proper purpose pursuant to 850 ILCS 5/7.75.
5. That the Plaintiff has stated proper purposes in seeking to
examine and make extracts from the Corporate Minutes for the reasons that the
Plaintiff wishes to communicate with other Community Financial Corp.
stockholders regarding:
(a) the business affairs of Community Financial Corp.;
(b) the 2000 annual meeting of stockholders of Community Financial
Corp. or, if directors are not elected at that meeting of
stockholders, the next meeting of stockholders at which
directors are elected (individually and collectively, the
"Stockholders' Meeting"); and
(c) the solicitation of proxies in connection with the
Stockholders' Meeting.
6. That the Defendant's Stockholders' Meeting will occur on April
27, 2000 and the Plaintiff would be prejudiced if the relief sought in this
complaint is delayed until after the Stockholders' Meeting.
7. That the examination and copying of the Corporate Minutes:
(a) is a simple, inexpensive matter;
(b) provides information concerning the business affairs of the
Defendant corporation with respect to management decisions,
practices and policies;
(c) would provide valuable information for Plaintiff and fellow
stockholders regarding the business affairs of the Defendant
corporation and provide necessary information to stockholders
relative to the solicitation of proxies from stockholders of
the Defendant corporation; and
<PAGE>
(d) is relative to information contained in the proxy statement, a
copy of which is attached hereto as Exhibit A, and proxy
materials prepared by Plaintiff in connection with the
Stockholders' Meeting.
8. That the failure of the Defendant to comply with the request
of the Plaintiff to examine and make extracts from the Corporate Minutes
entitles the Plaintiff to damages pursuant to 850 ILCS 5/7.75.
9. That the refusal and failure of the Defendant corporation to
tender to the Plaintiff the Corporate Minutes is detrimental to the Plaintiff in
his attempt to communicate with fellow stockholders regarding the business
affairs of the Defendant and in connection with the solicitation of proxies from
fellow stockholders in connection with the Stockholders' Meeting.
10. That the Plaintiff has no adequate remedy at law.
WHEREFORE, Plaintiff prays as follows:
A. That a mandamus judgment be entered against the Defendant,
directing the Defendant to secure and deliver to the Plaintiff
instanter Corporate Minutes of each Board of Directors'
Meeting, each Management Recognition Plan Committee Meeting,
and each Compensation Committee Meeting from and after January
1, 1999.
B. That the Court assess a penalty against the Defendant in
accordance with 850 ILCS 5/7.75(d).
C. For such other further relief as may be proper.
3
<PAGE>
BARRETT R. ROCHMAN
By: /s/ John A. Clark
-----------------------------
JOHN A. CLARK
Croegaert, Clark & Hough, Ltd.
305 East Main Street
Olney, Illinois 62450
(618) 395-7363
4
