-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CVsiFuZ8WKLD0HY8122UVIidXpx2nMB4NoGRZdw/Di8pNEasRamHu5Cvdb2t4SSo Uf+mOl3nvEe34ZTVe0hfXA== 0000919574-05-002113.txt : 20050611 0000919574-05-002113.hdr.sgml : 20050611 20050603160524 ACCESSION NUMBER: 0000919574-05-002113 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050603 DATE AS OF CHANGE: 20050603 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROSINUS MIKE CENTRAL INDEX KEY: 0001329196 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: (212) 759-0340 MAIL ADDRESS: STREET 1: C/O T/R PARTNERS, 535 MADISON AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMERCEFIRST BANCORP INC CENTRAL INDEX KEY: 0001098813 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 522180744 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80589 FILM NUMBER: 05877809 BUSINESS ADDRESS: STREET 1: 1804 WEST STREET STREET 2: SUITE 200 CITY: ANNAPOLIS STATE: MD ZIP: 21404 BUSINESS PHONE: 4102806695 MAIL ADDRESS: STREET 1: 1804 WEST STREET STREET 2: SUITE 200 CITY: ANNAPOLIS STATE: MD ZIP: 21404 SC 13D 1 d572717_13-d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. __________ ) CommerceFirst Bancorp, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 200845105 - -------------------------------------------------------------------------------- (CUSIP Number) T/R Partners c/o 535 Madison Avenue, 37th Floor New York, NY 10022-4212 (212) 759-0340; Attn: Barbara Warga - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 4, 2005 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent. - ---------- (1) 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 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). CUSIP No.: 200845105 1 NAME OF REPORTING PERSONS T/R Partners I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, WC, 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 8 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER 97,654 9 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER 0 10 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER 97,654 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 97,654 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.41% 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.: 200845105 1 NAME OF REPORTING PERSONS Mike Rosinus I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, WC, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 5,000 8 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER 97,654 9 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER 5,000 10 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER 97,654 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 102,654 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.69% 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.: 200845105 This Schedule 13D is being filed for the purpose of disclosing the current number of shares of Common Stock, $.01 par value of CommerceFirst Bancorp, Inc. that may be deemed to be beneficially owned T/R Partners and Mike Rosinus and to disclose the intent of the foregoing persons and entity as discussed in Items 4 and 5 below. - -------------------------------------------------------------------------------- Item 1. Security and Issuer. The name of the issuer is CommerceFirst Bancorp, Inc., a Maryland corporation (the "Issuer"). The address of the Issuer's offices is 1804 West Street, Suite 200, Annapolis, Maryland, 21401. This Schedule 13D relates to the Issuer's Common Stock, $.01 par value (the "Shares"). - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a-c, f) This Schedule 13D is being filed by T/R Partners, a New York general partnership and Mike Rosinus, a United States citizen (collectively the "Reporting Persons"), whose business addresses are located at c/o T/R Partners, 535 Madison Avenue, 37th Floor, New York, NY 10022-4212. (d) None of the Reporting Persons, during the last five years, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons, during the last five years, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. A) As of the date hereof, T/R Partners may be deemed to beneficially own 97,654 Shares, of which all Shares are allocated among the accounts of either Tiedemann Rosinus Ltd. or Tiedemann Rosinus L.P. (the "Clients"). The funds for the purchase of the Shares held by T/R Partners came from the working capital of T/R Partners. The total cost of the Shares T/R Partners is deemed to beneficially own is $1,057,357.50. B) As of the date hereof, Mike Rosinus may be deemed to beneficially own 102,654 Shares. Of the 102,654 Shares, Mr. Rosinus is deemed to beneficially own, 97,654 Shares are held in the account of T/R Partners over which Mr. Rosinus may be deemed to have investment discretion. The funds for the purchase of the Shares held in the account of T/R Partners and which Mr. Rosinus has investment discretion came from the working capital of T/R Partners. Mr. Rosinus is also the beneficial owner of the 5,000 Shares held in his personal accounts, which were purchased using his personal funds. The total cost of the Shares Mike Rosinus may be deemed to beneficially own is $1,109,857.50. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. The shares were acquired solely for investment purposes. The Reporting Persons do not have any present plans or proposals that relate to, or would result in, any of the actions enumerated in Item 4 of Schedule 13D. However, the Reporting Persons reserve the right to discuss company business with management, make proposals to management and/or to take other actions to influence management of the Issuer as they deem appropriate. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. A) As of the date hereof, T/R Partners may be deemed to be the beneficial owner of 97,654 Shares, constituting 5.41% of the 1,803,583 Shares outstanding as of April 27, 2005, according to the Issuer's most recently filed Form 10-QSB. T/R Partners has the power to vote or direct the vote of 97,654 Shares to which this filing relates. T/R Partners specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein. The trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares that may be deemed to be beneficially owned by T/R Partners on behalf of the Clients during the past 60 days are set forth in Schedule B and were all effected in broker transactions. The 97,654 Shares were acquired for investment purposes. B) As of the date hereof, Mike Rosinus may be deemed to be the beneficial owner of 102,654 Shares, constituting 5.69% of the 1,803,583 Shares outstanding as of April 27, 2005, according to the Issuer's most recently filed Form 10-QSB. Mr. Rosinus has the power to vote or direct the vote of 102,654 Shares to which this filing relates. Mr. Rosinus specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein. The trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares that may be deemed to be beneficially owned by Mr. Rosinus during the past 60 days are set forth in Schedule B and were all effected in broker transactions. The 102,654 Shares were acquired for investment purposes. The Reporting Persons and/or the Reporting Persons on behalf of the Clients may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares. The Reporting Persons do not have any present plans or proposals that relate to, or would result in, any of the actions enumerated in Item 4 of this Schedule 13D. However, the Reporting Persons reserve the right to engage in any or all actions contained in Item 4 in the future as they deem appropriate. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Shares. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. None. - -------------------------------------------------------------------------------- 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. June 3, 2005 --------------------------------- (Date) /s/ Mike Rosinus ----------------- Mike Rosinus T/R Partners By: /s/ Mike Rosinus ---------------- Mike Rosinus Partner Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A AGREEMENT The undersigned agree that this Schedule 13D dated June 3, 2005 relating to the Common Stock, $.01 par value of CommerceFirst Bancorp, Inc. shall be filed on behalf of the undersigned. /s/ Mike Rosinus ----------------- Mike Rosinus T/R Partners By: /s/ Mike Rosinus ---------------- Mike Rosinus Partner Schedule B Transactions in shares by investment funds that may be deemed to be beneficially owned by T/R Partners Mike Rosinus Date Price Per Share($) Number of Shares Purchases - --------- February 23, 2005 577,500.00 55,000 May 4, 2005 337,500.00 30,000 May 5, 2005 142,357.00 12,654 Transactions in shares that are beneficially owned by Mike Rosinus Date Price Per Share($) Number of Shares Purchases - --------- February 23, 2005 10.50 5,000 Transfers 79575.0050 #572717 -----END PRIVACY-ENHANCED MESSAGE-----