SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): MARCH 30, 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 5. OTHER EVENTS.
On March 30, 2001, Community Financial Corp., an Illinois
corporation (the "Company"), First Financial Corporation, an Indiana
corporation ("First Financial"), and FFC Merger Corp, an Indiana corporation
and wholly-owned subsidiary of First Financial ("Merger Corp"), executed an
Agreement of Affiliation and Merger (the "Merger Agreement") which provides
for the merger (the "Merger") of the Company with and into Merger Corp, as a
result of which the Company will become a wholly-owned subsidiary of First
Financial.
Under the terms of the Merger Agreement, upon consummation of
the Merger the issued and outstanding shares of the Company's common stock
will be converted into the right to receive an amount in cash equal to the
Aggregate Purchase Price (as defined in the Merger Agreement), which the
Company estimates will be approximately $15.00 per share, subject to certain
adjustments.
The Merger Agreement provides that the consummation of the
Merger is subject to the satisfaction or waiver, if applicable, of certain
conditions precedent, including without limitation (i) the requisite
approval by the shareholders of the Company of the Merger Agreement, (ii)
the requisite approval of the transaction by appropriate banking regulators,
and (iii) the receipt by the Company of a fairness opinion from its
independent financial advisor.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibits. See Exhibit Index.
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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: April 3, 2001
COMMUNITY FINANCIAL CORP.
By /s/ Wayne H. Benson
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Wayne H. Benson
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Description
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2 Agreement of Affiliation and Merger, dated as of March 30,
2001, by and among First Financial Corporation, FFC Merger
Corp. and Community Financial Corp.
99 Press Release, dated March 30, 2001
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