8-K 1 comfin8k.txt COMMUNITY FINANCIAL CORP. FORM 8-K 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): APRIL 20, 2001 COMMUNITY FINANCIAL CORP. (Exact name of registrant as specified in its charter) ILLINOIS 0-26292 37-1337630 (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification organization) Number) 240 E. CHESTNUT STREET OLNEY, ILLINOIS 62450-2295 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (618) 395-8676 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On April 20, 2001, Community Financial Corp., an Illinois corporation (the "Company"), completed the sale of all of the issued and outstanding shares of capital stock of American Bank of Illinois in Highland ("American"). American was purchased by First Mid-Illinois Bank & Trust, N.A. for $3,700,000 in cash. The consideration payable pursuant to the transaction was determined through arms'-length negotiations between the parties. The Company will retain the cash proceeds of the sale of American as working capital. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of businesses acquired. Not applicable. ------------------------------------------- (b) Pro forma financial information. The following unaudited ------------------------------- pro forma combined financial statements of the Company are filed herewith: Unaudited Pro Forma Condensed Balance Sheet as of March 31, 2001 Unaudited Pro Forma Condensed Statement of Operations as of March 31, 2001 Unaudited Pro Forma Condensed Statement of Operations as of December 31, 2000 (c) Exhibits. See Exhibit Index. -------- - 2 - PRO FORMA FINANCIAL INFORMATION ------------------------------- The following pro forma financial information is not intended to be indicative of the actual results had these transactions occurred as of the dates indicated below nor do they purport to indicate results which may be attained in the future. The pro forma financial statements should be read in conjunction with the historical consolidated financial statements of the Company, including its consolidated financial statements as of and for the three months ended March 31, 2001, included in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 filed with the Securities and Exchange Commission. - 3 - UNAUDITED PRO FORMA CONDENSED BALANCE SHEET AS OF MARCH 31, 2001 (Dollars in thousands)

- 4 - UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001 (Dollars in thousands)

- 5 - UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2000 (Dollars in thousands)

- 6 - 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 thereunto duly authorized. Dated: August 14, 2001 COMMUNITY FINANCIAL CORP. By /s/ Wayne H. Benson -------------------------------------- Wayne H. Benson President and Chief Executive Officer - 7 - EXHIBIT INDEX Exhibit Number Description -------------- ----------- 2 Stock Purchase Agreement, dated as of January 24, 2001, by and among Community Financial Corp., American Bank of Illinois in Highland and First Mid-Illinois Bank & Trust, N.A., incorporated by reference to Exhibit 2.1 to the Company's Amendment No. 1 on Form 10-KSB dated April 30, 2001. 99 Press Release, dated April 20, 2001. - 8 - EXHIBIT 99 ---------- NEWS RELEASE CONTACT: Wayne H. Benson President & Chief Executive Officer (618) 395-8676 ----------------------------------- FOR IMMEDIATE RELEASE COMMUNITY FINANCIAL CORP. ANNOUNCES SALE OF BANK OLNEY, Ill.--(BUSINESS WIRE)--April 20, 2001--Wayne H. Benson, President and CEO of Community Financial Corp., (Nasdaq.nms: CFIC) announced today that the Company had completed the sale for cash of all of the outstanding shares of American Bank of Illinois in Highland. American Bank of Illinois in Highland was purchased by First Mid-Illinois Bank & Trust, N.A., of Mattoon, Illinois, for $3,700,000. The Company has also executed an Agreement of Affiliation and Merger with First Financial Corporation of Terre Haute, Indiana, for the merger of the Company with a wholly-owned subsidiary of First Financial. The Agreement is subject to regulatory and shareholder approval and, if approved, is expected to close in the late summer or early fall of 2001.

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