0000902664-13-003374.txt : 20131007 0000902664-13-003374.hdr.sgml : 20131007 20131007100801 ACCESSION NUMBER: 0000902664-13-003374 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131007 DATE AS OF CHANGE: 20131007 GROUP MEMBERS: CLINTON GROUP, INC. GROUP MEMBERS: CLINTON MAGNOLIA MASTER FUND, LTD. GROUP MEMBERS: GEORGE HALL GROUP MEMBERS: SBAV GP LLC GROUP MEMBERS: SBAV LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY FINANCIAL SHARES INC CENTRAL INDEX KEY: 0001123735 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 364387843 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83064 FILM NUMBER: 131138121 BUSINESS ADDRESS: STREET 1: 357 ROOSEVELT ROAD CITY: GLEN ELLYN STATE: IL ZIP: 60137 BUSINESS PHONE: 6305450900 MAIL ADDRESS: STREET 1: 357 ROOSEVELT ROAD CITY: GLEN ELLYN STATE: IL ZIP: 60137 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLINTON GROUP INC CENTRAL INDEX KEY: 0001134119 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2128250400 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 p13-1813sc13da.htm COMMUNITY FINANCIAL SHARES, INC.

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 

COMMUNITY FINANCIAL SHARES, INC.

(Name of Issuer)
 

COMMON STOCK

(Title of Class of Securities)
 

20366P100

(CUSIP Number)
 
 
Marc Weingarten
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

October 4, 2013

(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), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

* 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).

 

 
CUSIP No. 694552100SCHEDULE 13D/APage 2 of 9 Pages

 

 

1

NAME OF REPORTING PERSONS

SBAV LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

834,535 shares of Common Stock (See Item 4 and Item 5 below)

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

834,535 shares of Common Stock (See Item 4 and Item 5 below)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

834,535 shares of Common Stock (See Item 4 and Item 5 below)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

7.2%

14

TYPE OF REPORTING PERSON

PN

         
 
CUSIP No. 694552100SCHEDULE 13D/APage 3 of 9 Pages

  

1

NAME OF REPORTING PERSONS

SBAV GP LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

834,535 shares of Common Stock (See Item 4 and Item 5 below)

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

834,535 shares of Common Stock (See Item 4 and Item 5 below)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

834,535 shares of Common Stock (See Item 4 and Item 5 below)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

7.2%

14

TYPE OF REPORTING PERSON

OO

         

  

 
CUSIP No. 694552100SCHEDULE 13D/APage 4 of 9 Pages

 

1

NAME OF REPORTING PERSONS

Clinton Magnolia Master Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

375,100 shares of Common Stock (See Item 4 and Item 5 below)

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

375,100 shares of Common Stock (See Item 4 and Item 5 below)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

375,100 shares of Common Stock (See Item 4 and Item 5 below)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

3.5%

14

TYPE OF REPORTING PERSON

OO

         

 

 
CUSIP No. 694552100SCHEDULE 13D/APage 5 of 9 Pages

  

1

NAME OF REPORTING PERSONS

George Hall

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

1,150,035 shares of Common Stock (See Item 4 and Item 5 below)

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

1,150,035 shares of Common Stock (See Item 4 and Item 5 below)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,150,035 shares of Common Stock (See Item 4 and Item 5 below)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

9.9%

14

TYPE OF REPORTING PERSON

IN

         
 
CUSIP No. 694552100SCHEDULE 13D/APage 6 of 9 Pages

  

1

NAME OF REPORTING PERSONS

Clinton Group, Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

1,150,035 shares of Common Stock (See Item 4 and Item 5 below)

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

1,150,035 shares of Common Stock (See Item 4 and Item 5 below)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,150,035 shares of Common Stock (See Item 4 and Item 5 below)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

9.9%

14

TYPE OF REPORTING PERSON

CO; IA

         
 
CUSIP No. 694552100SCHEDULE 13D/APage 7 of 9 Pages

 

 

This Amendment No. 5 (“Amendment No. 5”) amends and supplements the Schedule 13D, originally filed on December 31, 2012 (the “Original Schedule 13D”), Amendment No. 1 to the Original Schedule 13D, filed on March 26, 2013 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D, filed on April 1, 2013 (“Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D, filed on July 19, 2013 (“Amendment No. 3”) and Amendment No. 4 to the Original Schedule 13D, filed on October 2, 2013 (“Amendment No. 4” and together with Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 5, the “Schedule 13D”) and relates to the common stock, no par value, of Community Financial Shares, Inc., a Maryland corporation.  Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D.  Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
  Paragraphs (a), (b) and (c) of Item 5 are hereby amended and restated in their entirety as follows:
   
 

(a) and (b) As described in Item 4, as of the close of business on October 4, 2013, SBAV holds (i) 18,713 shares of Series C Preferred Stock convertible into 834,535 shares of Common Stock (assuming no conversions of any Series C Preferred Stock held by Magnolia) and (ii) 44,148 shares of Series D Preferred Stock convertible by SBAV into 0 shares of Common Stock, representing approximately 7.2% of the outstanding Common Stock after taking into account such conversions. The foregoing excludes (i) 1,036,765 shares of Common Stock issuable upon the conversion of shares of Series C Preferred Stock held by SBAV because of the Series C Conversion Blocker and (ii) 4,414,800 shares of Common Stock issuable upon the conversion of shares of Series D Preferred Stock held by SBAV because of the conversion blockers noted in Item 4.

SBAV GP, as the general partner of SBAV, may be deemed to beneficially own the 834,535 shares of Common Stock (assuming no conversions of any Series C Preferred Stock held by Magnolia) held by SBAV, representing approximately 7.2% of the outstanding Common Stock after taking into account such conversions.

 

As described in Item 4, as of the close of business on October 4, 2013, Magnolia holds (i) 315,500 shares of Common Stock, (ii) 596 shares of Series C Preferred Stock convertible into a maximum of 59,600 shares of Common Stock (assuming no conversions of any Series C Preferred Stock held by SBAV) and (iii) 7,855 shares of Series D Preferred Stock convertible by Magnolia into 0 shares of Common Stock, representing approximately 3.5% of the outstanding Common Stock after taking into account such conversions. The foregoing excludes 785,500 shares of Common Stock issuable upon the conversion of shares of Series D Preferred Stock held by Magnolia because of the conversion blockers noted in Item 4.

 

Clinton, as the investment manager of SBAV and Magnolia, and Mr. Hall, as the president of Clinton and sole managing member of SBAV GP, may be deemed to beneficially own (x) the 834,535 shares of Common Stock (assuming no conversions of any Series C Preferred Stock held by Magnolia) held by SBAV, and (y) the 375,100 shares of Common Stock (assuming no conversions of any Series C Preferred Stock held by SBAV) held by Magnolia, representing approximately 9.9% of the outstanding Common Stock after taking into account such conversions.

   
 
CUSIP No. 694552100SCHEDULE 13D/APage 8 of 9 Pages

 

  As noted above, the Reporting Persons do not have the right to exercise voting rights with respect to the Series D Preferred Stock on any matter, subject to limited exceptions.
   
  The aggregate percentage of Common Stock beneficially owned by the Reporting Persons is based upon (i) the 10,781,988 shares of Common Stock issued and outstanding as of October 4, 2013, plus (ii) the 834,535 shares of Common Stock into which the Series C Preferred Stock held by SBAV and Magnolia may be currently converted (after giving effect to the limits of the Series C Conversion Block), for an aggregate of 11,616,523 shares of Common Stock outstanding after giving effect to such conversion.  
   
  (c) Other than the receipt of the shares of Common Stock and shares of Series D Preferred Stock described in Items 3 and 4 of Amendment No. 4, the Reporting Persons have not effected any transactions in the Common Stock during the past 60 days.

 

 
CUSIP No. 694552100SCHEDULE 13D/APage 9 of 9 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: October 4, 2013

 

SBAV LP    
     
     
/s/ George Hall    
Name: George Hall    
Title: Managing Member    
     
SBAV GP LLC    
     
     
/s/ George Hall    
Name: George Hall    
Title: Managing Member    
     
     
CLINTON MAGNOLIA MASTER FUND, LTD.    
     
By:  Clinton Group, Inc., its investment manager    
     
     
/s/ George Hall    
Name: George Hall    
Title: Managing Member    
     
     
/s/ George Hall    
GEORGE HALL    
     
     
Clinton Group, Inc.    
     
     
/s/ George Hall    
Name: George Hall    
Title: Managing Member