<PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
COMMUNITY FINANCIAL CORP.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which
transaction applies:
________________________________________________________________
2. Aggregate number of securities to which transaction
applies:
________________________________________________________________
3. Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (Set
forth the amount on which the filing fee is calculated and state
how it was determined):
________________________________________________________________
4. Proposed maximum aggregate value of transaction:
________________________________________________________________
5. Total fee paid:
________________________________________________________________
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1. Amount Previously Paid:
____________________________________________
2. Form, Schedule or Registration Statement No.:
____________________________________________
3. Filing Party:
____________________________________________
4. Date Filed:
____________________________________________
<PAGE>
<PAGE>
COMMUNITY FINANCIAL CORP.
240 E. CHESTNUT STREET
OLNEY, ILLINOIS 62450-2295
(618) 395-8676
April 3, 1998
Dear Stockholder:
We invite you to attend the Annual Meeting of Stockholders
(the "Annual Meeting") of Community Financial Corp. (the
"Company") which will be held on Monday, May 4, 1998, at 501
East Main Street, Olney, Illinois at 1:00 p.m., local time.
The attached Notice of Annual Meeting and Proxy Statement
describe the formal business to be transacted at the Annual
Meeting. During the meeting, we will also report on the
operations of the Company's wholly owned bank subsidiaries.
Directors and officers of the Company will be present to respond
to any questions the stockholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN,
DATE AND RETURN THE ACCOMPANYING FORM OF PROXY AS SOON AS
POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL
MEETING. Your vote is important, regardless of the number of
shares you own. This will not prevent you from voting in person
but will assure that your vote is counted if you are unable to
attend the meeting.
On behalf of the Board of Directors and all the employees
of the Company, I wish to thank you for your continued support.
Sincerely,
/s/ Shirley B. Kessler
Shirley B. Kessler
President and Chief Executive Officer
<PAGE>
<PAGE>
_________________________________________________________________
COMMUNITY FINANCIAL CORP.
240 E. CHESTNUT STREET
OLNEY, ILLINOIS 62450-2295
_________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 4, 1998
_________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders (the "Annual Meeting") of Community Financial Corp.
(the "Company") will be held at 501 East Main Street, Olney,
Illinois on Monday, May 4, 1998, at 1:00 p.m., local time.
A Proxy Statement and Proxy Card for the Annual Meeting
are enclosed.
The Annual Meeting is for the purpose of considering and
acting upon the following matters:
1. The election of three directors of the
Company; and
2. Such other business as may properly come
before the Annual Meeting or any adjournment
thereof.
The Board of Directors is not aware of any other business
to come before the Annual Meeting.
Any action may be taken on any one of the foregoing pro-
posals at the Annual Meeting on the date specified above or on
any date or dates to which, by original or later adjournment,
the Annual Meeting may be adjourned. Stockholders of record at
the close of business on March 20, 1998, are the stockholders
entitled to notice of and to vote at the Annual Meeting and any
adjournment thereof.
You are requested to fill in and sign the enclosed Proxy
Card which is solicited by the Board of Directors and to mail it
promptly in the enclosed envelope. The proxy will not be used
if you attend and vote at the Annual Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Steven Walser
Steven Walser
Secretary
Olney, Illinois
April 3, 1998
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE
COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO
INSURE A QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.<PAGE>
<PAGE>
_________________________________________________________________
PROXY STATEMENT
OF
COMMUNITY FINANCIAL CORP.
240 E. CHESTNUT STREET
OLNEY, ILLINOIS 62450-2295
_________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
MAY 4, 1998
_________________________________________________________________
_________________________________________________________________
GENERAL
_________________________________________________________________
This Proxy Statement is furnished to stockholders of
Community Financial Corp. (the "Company") in connection with the
solicitation by the Board of Directors of the Company of proxies
to be used at the Annual Meeting of Stockholders (the "Annual
Meeting") which will be held at 501 East Main Street, Olney,
Illinois on Monday, May 4, 1998, at 1:00 p.m., local time, and
at any adjournment thereof. The accompanying Notice of Annual
Meeting and Proxy Card and this Proxy Statement are being first
mailed to stockholders on or about April 3, 1998.
_________________________________________________________________
VOTING AND REVOCABILITY OF PROXIES
_________________________________________________________________
Regardless of the number of shares of the Company's common
stock, par value $.01 per share (the "Common Stock"), owned, it
is important that stockholders be represented by proxy or
present in person at the Annual Meeting. Stockholders are
requested to vote by completing the enclosed proxy card and
returning it signed and dated in the enclosed postage-paid
envelope. Stockholders are urged to indicate their vote in the
spaces provided on the proxy card. PROXIES SOLICITED BY THE
BOARD OF DIRECTORS OF THE COMPANY WILL BE VOTED IN ACCORDANCE
WITH THE DIRECTIONS GIVEN THEREIN. WHERE NO INSTRUCTIONS ARE
INDICATED, PROXIES WILL BE VOTED FOR THE APPROVAL OF THE
SPECIFIC PROPOSALS PRESENTED IN THIS PROXY STATEMENT. Proxies
marked as abstentions will not be counted as votes cast. In
addition, shares held in street name which have been designated
by brokers on proxy cards as not voted will not be counted as
votes cast. Proxies marked as abstentions or as broker
nonvotes, however, will be treated as shares present for
purposes of determining whether a quorum is present.
A proxy may be revoked at any time prior to its exercise
by the filing of a written notice of revocation with the
Secretary of the Company, by delivering a duly executed proxy
bearing a later date to the Secretary of the Company at the
address listed above, or by attending the Annual Meeting and
voting in person.
_________________________________________________________________
VOTING SECURITIES AND SECURITY OWNERSHIP
_________________________________________________________________
The securities entitled to vote at the Annual Meeting
consist of the Common Stock. Stockholders of record as of the
close of business on March 20, 1998 (the "Record Date") are
entitled to one vote for each share of Common Stock then held.
As of the Record Date, there were 2,360,612 shares of Common
Stock issued and outstanding. The presence, in person or by
proxy, of at least one-third of the total number of shares of
Common Stock outstanding and entitled to vote will be necessary
to constitute a quorum at the Annual Meeting.
Persons and groups beneficially owning more than 5% of the
Common Stock are required to file certain reports with respect
to such ownership pursuant to the Securities Exchange Act of
1934. The following table sets forth information regarding the
shares of Common Stock beneficially owned as of the Record Date
by persons who beneficially own more than 5% of the Common
Stock, each of the Company's directors, including Chief
Executive Officer Shirley B. Kessler, each executive officer of
the Company named in the Summary Compensation Table set forth
under "Proposal I -- Election of Directors -- Executive
Compensation -- Summary Compensation Table" and all of the
Company's directors and executive officers as a group.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock
Persons Owning Beneficially Owned Percent
Greater than 5% at Record Date (1) of Class
- ------------------- ---------------------- --------
<S> <C> <C>
Community Financial Corp. 210,537 (2) 8.9%
Employee Stock Ownership Plan ("ESOP")
240 E. Chestnut Street
Olney, Illinois 62450-2295
Janus Capital Corporation 193,025 8.2
100 Fillmore Street
Denver, Colorado 80206
Wellington Management Company, LLP 157,500 6.7
75 State Street
Boston, Massachusetts 02109
Directors:
- ---------
Michael F. Bauman 11,593 (3) .5
William O. Cantwell 9,203 (4) .4
Roger A. Charleston 30,553 (5) 1.3
Charles M. DiCiro 14,760 (6) .6
Brad A. Jones 15,453 .7
Shirley B. Kessler 37,992 (7) 1.6
Clyde R. King 9,533 .4
Allen D. Welker 6,644 (8) .3
Executive Officers:
- ------------------
Wayne H. Benson 37,215 (9) 1.6
Executive Vice President
Douglas W. Tompson 24,726 (10) 1.0
Chief Financial Officer
All directors and executive 197,692 8.1
officers of the Company
as a group (10 persons)
</TABLE>
___________
(1) In accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, as amended, a person is deemed to be the
beneficial owner, for purposes of this table, of any shares
of Common Stock if he or she has or shares voting or
investment power with respect to such Common Stock or has a
right to acquire beneficial ownership at any time within 60
days from the Record Date. As used herein, "voting
power" is the power to vote or direct the voting of shares,
and "investment power" is the power to dispose or direct the
disposition of shares. Except as otherwise noted, ownership
is direct, and the named individuals and group exercise sole
voting and investment power over the shares of the Common
Stock. Amounts shown include 3,967, 3,967, 3,967, 3,967,
3,967, 17,351, 3,967, 3,967, 15,446, 10,580 and 71,146
shares which may be acquired by Directors Bauman, Cantwell,
Charleston, DiCiro, Jones, Kessler, King and Welker, Messrs.
Benson and Tompson and by all directors and executive
officers of the Company as a group, respectively,
upon the exercise of options exercisable within 60 days of
the Record Date. Does not include shares with respect to
which Directors Bauman, Charleston and Jones have voting
power by virtue of their positions as trustees of the trusts
holding 210,537 shares under the Company's ESOP and 56,566
shares under the Company's Management Recognition Plan
("MRP"). The shares held by the MRP trust are voted in the
same proportion as the ESOP trustees vote the shares held in
the ESOP trust.
(2) These shares are currently held in a suspense account for
future allocation and distribution among participants as the
loan used to purchase the shares is repaid. The ESOP
trustees vote all allocated shares in accordance with the
instructions of
2<PAGE>
<PAGE>
the participating employees. Unallocated shares and
allocated shares for which no instructions have been
received are voted by the trustees in the manner directed by
the Company's Board of Directors, and in the absence of such
direction from the Company's Board of Directors, the ESOP
trustees would have sole discretion as to the voting of such
shares. As of the Record Date, 71,897 shares had been
allocated.
(3) Includes 290 shares owned by Mr. Bauman's wife.
(4) Includes 1,500 shares owned by Mr. Cantwell's wife.
(5) Includes 2,900 shares owned by Mr. Charleston's wife.
(6) Includes 8,543 shares owned by Mr. DiCiro's wife.
(7) Includes 6,659 shares allocated to Ms. Kessler's account
under the ESOP and 3,856 shares held in the Company's 401(k)
Thrift Plan.
(8) Includes 200 shares owned by Mr. Welker's spouse.
(9) Includes 3,350 shares owned by Mr. Benson's spouse, 6,553
shares allocated to Mr. Benson's account under the ESOP and
2,092 shares held in the Company's 401(k) Thrift Plan.
(10)Includes 6,089 shares allocated to Mr. Tompson's account
under the ESOP and 921 shares held in the Company's 401(k)
Thrift Plan.
________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
________________________________________________________________
GENERAL
The Company's Board of Directors consists of eight
members. The Company's Articles of Incorporation require that
directors be divided into three classes, as nearly equal in
number as possible, with approximately one-third of the
directors elected each year. At the Annual Meeting, three
directors will be elected for a term expiring at the 2001 Annual
Meeting. The Board of Directors has nominated Michael F.
Bauman, Roger A. Charleston and Brad A. Jones to serve as
directors for a three-year period. All nominees are currently
members of the Board. Under Illinois law and the Company's
Articles of Incorporation, directors are elected by a majority
of the votes cast at a meeting at which a quorum is present.
It is intended that the persons named in the proxies
solicited by the Board of Directors will vote for the election
of the named nominees. If either nominee is unable to serve,
the shares represented by all valid proxies will be voted for
the election of such substitute as the Board of Directors may
recommend or the size of the Board may be reduced to eliminate
the vacancy. At this time, the Board knows of no reason why
either nominee might be unavailable to serve.
3<PAGE>
<PAGE>
The following table sets forth, for each nominee for
director and continuing director of the Company, his or her age,
the year he or she first became a director of Community Bank &
Trust, N.A. ("CB&T"), which is the Company's principal operating
subsidiary, and the expiration of his or her term as a director.
All such persons were appointed as directors in 1994 in
connection with the incorporation and organization of the
Company. Each director of the Company also is a member of the
Board of Directors of CB&T.
<TABLE>
<CAPTION>
Year First
Age of Elected as Current
December 31, Director of Term
Name 1997 CB&T to Expire
- ----- ------------ ----------- ---------
<S> <C> <C> <C>
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2001
Michael F. Bauman 51 1990 1998
Roger A. Charleston 54 1989 1998
Brad A. Jones 42 1992 1998
DIRECTORS CONTINUING IN OFFICE
William O. Cantwell 72 1987 1999
Charles M. DiCiro 71 1976 1999
Allen D. Welker 71 1979 1999
Shirley B. Kessler 63 1987 2000
Clyde R. King 70 1974 2000
DIRECTOR EMERITUS
Charles R. Jones (1) 72
</TABLE>
___________
(1) Mr. Jones resigned from the Board of Directors in December
1986 and was named Director Emeritus in January 1987.
Set forth below is information concerning the Company's
directors. Unless otherwise stated, all directors have held the
positions indicated for at least the past five years.
Michael F. Bauman - Mr. Bauman is retired. Mr. Bauman was
formerly the co-owner of Bauman Cement, Inc., which is a seller
and processor of cement in Olney. Mr. Bauman is the Chairman of
the City of Olney Police and Fire Boards and a Committee Member
of the Secretary of State Antique Auto Events Committee, and was
the Chairman of the 1993 Secretary of State Antique Auto Show
held in Springfield, Illinois. Mr. Bauman was elected to the
School Board of East Richland Community Unit Schools in November
1995.
Roger A. Charleston - Mr. Charleston is a civil engineer
and the owner of Charleston Engineering, a consulting firm
located in Olney.
Brad A. Jones - Mr. Jones is the co-owner and manager of
Rural King Supply, a retail farm and home store located in
Olney. Mr. Jones also is a member of the Olney Chamber of
Commerce.
William O. Cantwell - Mr. Cantwell has been retired since
1988. He presently serves as President and Director of the Good
Samaritan of Richland County Program, and has previously served
as a Member of Council and Treasurer of the Student Loan Fund of
Trinity Lutheran Church in Olney.
4<PAGE>
<PAGE>
Charles M. DiCiro - Col. DiCiro serves as Chairman of the
Board of the Company and CB&T. Col. DiCiro is a retired Colonel
of the United States Army and presently is self-employed raising
cattle. From 1988 to 1992, Col. DiCiro served as member of the
19th Congressional District Selection Board for Service Academy
Appointments.
Allen D. Welker - Mr. Welker retired from his position as
a Postmaster for the United States Post Office in 1987. He has
been active in the Good Samaritan of Richland County Program and
has also served on several committees of the Immanuel United
Methodist Church.
Shirley B. Kessler - is the President and Chief Executive
Officer of the Company and CB&T. She joined CB&T in 1967 and
has served as President and Chief Executive Officer since
December 1986. Her responsibilities include the overall
management of the Company and CB&T and the establishment of
objectives, policies and strategic plans. Mrs. Kessler is a
past President of the Olney Chamber of Commerce and is a Board
member for several civic organizations, including the Richland
County Economic Development Corporation, and is a past Board
member of the Olney Central College Foundation and the local
chapter of Big Brothers/Big Sisters of America. Mrs. Kessler
also is a Trustee of Illinois Eastern Community College.
Clyde R. King - Mr King is retired. Mr. King formerly
owned and operated King's Furniture Store.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following sets forth information with respect to
executive officers of the Company who do not serve on the Board
of Directors.
<TABLE>
<CAPTION>
Age at
December 31,
Name 1997 Title
- ---- ------------- -----
<S> <C> <C>
Wayne H. Benson 44 Executive Vice President
Douglas W. Tompson 46 Chief Financial Officer
</TABLE>
Wayne H. Benson - Mr. Benson joined CB&T in 1984 as the
Branch Manager of CB&T's Lawrenceville Branch and currently
serves as the Company's and CB&T's Executive Vice President. As
such, he is in charge of the Company's and CB&T's operations,
regulatory compliance and establishing the savings and lending
rates for CB&T. Mr Benson has also been involved in coaching
local youth athletic teams and is a member of the Elks Lodge.
Douglas W. Tompson - Mr. Tompson has served as CB&T's
Chief Financial Officer since 1988. Prior to that time, he was
the Assistant Corporate Comptroller for Champion Laboratories,
Inc. Mr. Tompson has also been involved as a Cub Scout Leader
and in coaching local youth athletic teams, and has served on
several committees at the St. Joseph Catholic Church and held
several offices in the Olney and state level Elks Lodge.
MANAGEMENT SUCCESSION
Shirley B. Kessler, the President and Chief Executive
Officer of the Company and CB&T, has advised the Board of
Directors of her retirement planned for December 31, 1999. The
Board of Directors has begun implementation of a strategic plan
to select her successor and ensure an orderly transition for the
Company, but has not determined who that successor would be.
The Board of Directors will seek a successor who shares the
Board of Directors' goals of expanding the operations of the
Company and its subsidiary banks while continuing to serve the
credit needs of the communities served by the Company.
5<PAGE>
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company meets monthly and
may have additional special meetings. During the year ended
December 31, 1997, the Board of Directors of the Company met 12
times. No director attended fewer than 75% in the aggregate of
the total number of Company Board of Directors meetings held
during the year ended December 31, 1997 and the total number of
meetings held by committees on which he served during such
fiscal year. The Board of Directors has standing Audit,
Executive, Nominating and Compensation Committees.
The Audit Committee consists of Directors Charles M.
DiCiro, Allen D. Welker, William O. Cantwell and Brad A. Jones,
who serves as Chairman. The Audit Committee met four times
during the year ended December 31, 1997 to examine and approve
the audit report prepared by the independent auditors of the
Company and the Company's wholly owned subsidiaries, to review
and recommend the independent auditors to be engaged by the
Company, to review the internal audit function and internal
accounting controls, and to review and approve conflict of
interest and audit policies.
The Executive Committee of the Company consists of
Directors William O. Cantwell, Brad A. Jones, Michael F. Bauman
and Roger Charleston, who serves as Chairman. The Executive
Committee meets only as needed and is charged with the
responsibility of overseeing the business of the Company and
CB&T. The Committee has the power to exercise most powers of
the Board of Directors in the intervals between meetings of the
Board, and any activity is reported to the Board monthly. The
Executive Committee met four times during the year ended
December 31, 1997.
The Company's full Board of Directors acts as a nominating
committee for the purpose of considering potential nominees to
the Board of Directors. During the year ended December 31,
1997, the Company's Board of Directors met once as a nominating
committee. In its deliberations, the Board, functioning as a
nominating committee, considers the candidate's knowledge of the
banking business and involvement in community, business and
civic affairs, and also considers whether the candidate would
allow the Board to continue its geographic diversity that
provides for adequate representation of its market area. The
Company's Articles of Incorporation set forth procedures that
must be followed by stockholders seeking to make nominations for
directors. In order for a stockholder of the Company to make
any nominations, he or she must give written notice thereof to
the Secretary of the Company not less than thirty days nor more
than sixty days prior to the date of any such meeting; provided,
however, that if less than forty days' notice of the meeting is
given to stockholders, such written notice shall be delivered or
mailed, as prescribed, to the Secretary of the Company not later
than the close of business on the tenth day following the day on
which notice of the meeting was mailed to stockholders. Each
such notice given by a stockholder with respect to nominations
for the election of directors must set forth (i) the name, age,
business address and, if known, residence address of each
nominee proposed in such notice; (ii) the principal occupation
or employment of each such nominee; and (iii) the number of
shares of stock of the Company which are beneficially owned by
each such nominee. In addition, the stockholder making such
nomination must promptly provide any other information
reasonably requested by the Company.
The full Board of Directors acts as a compensation
committee. While acting as a compensation committee, the Board
evaluates the compensation and fringe benefits of the directors,
officers and employees, recommends changes, and monitors and
evaluates employee morale. Directors who also are officers
abstain from discussion and voting on matters affecting their
compensation. The Board met once as a compensation committee
during the year ended December 31, 1997.
6<PAGE>
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets
forth cash and noncash compensation for fiscal 1997, 1996 and
1995 awarded to or earned by the Chief Executive Officer and the
two highest paid executive officers of the Company whose salary
and bonus earned in fiscal 1997 exceeded $100,000. No other
executive officer received salary and bonus in excess of
$100,000 during the fiscal years ended December 31, 1997, 1996
or 1995.
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation(1) ---------------------------
Name and ---------------------- Restricted Securities
Principal Stock Underlying All Other
Position Year Salary Bonus Award(s) Options(#) Compensation
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Shirley B. Kessler 1997 $121,726 $48,912 $ -- (2) -- $19,710 (3)
President and Chief 1996 114,737 45,076 204,128 43,378 10,251
Executive Officer 1995 110,000 52,115 -- -- 6,600
Wayne H. Benson 1997 87,733 35,253 -- (2) -- 14,666 (3)
Executive Vice 1996 82,697 32,488 165,246 38,617 26,395
President 1995 78,000 36,954 -- -- 4,680
Douglas W. Tompson 1997 86,641 34,814 -- (2) -- 4,141 (3)
Chief Financial 1996 81,667 32,084 165,246 26,450 2,436
Officer 1995 77,000 36,480 -- -- 2,316
</TABLE>
_____________
(1) Executive officers of CB&T receive indirect compensation in
the form of certain perquisites and other personal benefits.
The amount of such benefits received by the named executive
officers in fiscal 1997 did not exceed 10% of the executive
officer's salary and bonus.
(2) The restricted Common Stock awarded vests at the rate of 20%
per year following the date of grant, with the first 20%
having vested on January 12, 1997. As of December 31, 1997,
Ms. Kessler and Messrs. Benson and Tompson had 15,552,
12,590 and 12,590 shares, respectively, of restricted
Common Stock, of which 3,109, 2,518 and 2,518 shares,
respectively, were vested. As of December 31, 1997, based
on the closing sale prices of the Common Stock of $18.125,
as reported on the Nasdaq National Market System, the
aggregate value of the restricted Common Stock held by Ms.
Kessler and Messrs. Benson and Tompson was $225,529,
$182,555 and $182,555, respectively. In the event the
Company pays dividends with respect to its Common Stock,
when shares of restricted stock vest and/or are distributed,
the holder will be entitled to receive any cash dividends
and a number of shares of Common Stock equal to any stock
dividends, declared and paid with respect to a share of
restricted Common Stock between the date the restricted
stock was awarded and the date the restricted is
distributed, plus interest on cash dividends, provided that
dividends paid with respect to unvested restricted stock
must be repaid to the Company in the event the restricted
stock is forfeited prior to vesting.
(3) Includes contributions of $504, $503 and $504 made by CB&T
in fiscal 1997 for the account of Ms. Kessler, Mr. Benson
and Mr. Thompson, respectively, pursuant to CB&T's 401(k)
Thrift Plan, $18,706, $9,963 and $3,637 paid by the Company
to a trust for the benefit of Ms. Kessler, Mr. Benson and
Mr. Tompson, respectively, pursuant to Supplemental
Executive Retirement Agreements with such individuals, and
$500 and $4,200 paid to Ms. Kessler and Mr. Benson,
respectively, for service as directors of the Company's
subsidiary banks.
7<PAGE>
<PAGE>
Year-End Option Values. The following table sets forth
information concerning the value as of December 31, 1997 of
options held by the executive officers named in the Summary
Compensation Table set forth above.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options
Options at Fiscal Year-End at Fiscal Year-End (1)
-------------------------- -------------------------
NAME Exercisable/Unexercisable Exercisable/Unexercisable
- ---- -------------------------- -------------------------
<S> <C> <C>
Shirley B. Kessler 8,676/34,702 $43,380/$173,510
Wayne H. Benson 7,724/30,893 $38,620/$154,465
Douglas W. Tompson 5,290/21,160 $26,450/$105,800
</TABLE>
______________
(1) Based on the difference between the fair market value of the
underlying Common Stock of $18.125 as quoted on the Nasdaq
National Market System on December 31, 1997 and the exercise
price of $13.125 per share.
No options were granted to or exercised by executive
officers during fiscal year 1997, and no options held by any
executive officer of the Company repriced during the past ten
full fiscal years.
Employment Agreements. The Company and CB&T have entered
into employment agreements (the "Employment Agreements") with
Mr. Benson and Mr. Tompson (collectively, the "Employees"), the
Executive Vice President and the Chief Financial Officer,
respectively. In such capacities, the Employees are responsible
for overseeing certain operations of CB&T and the Company and
for implementing the policies adopted by the Boards of Directors
of both the Company and CB&T. Such Boards believe that the
Employment Agreements assure fair treatment of the Employees in
relation to their careers with the Company and CB&T by assuring
them of some financial security.
The Employment Agreements currently provide Mr. Benson and
Mr. Tompson with annual base salaries of $87,733 and $86,641,
respectively. Each Employment Agreement provides for a three
year term, with the current term expiring in June 2000. On each
anniversary date from the date of commencement of the Employment
Agreements, the term of employment may be extended for an
additional one-year period beyond the then effective expiration
date, upon a determination by the Board of Directors that the
performance of each Employee has met the required performance
standards and that each Employment Agreement should be extended.
The Employment Agreements provide the Employees with salary
reviews by the Board of Directors not less often than annually,
as well as inclusion in any discretionary bonus plans,
retirement and medical plans, customary fringe benefits and
vacation and sick leave. An Employment Agreement will terminate
upon an Employee's death or disability, and is terminable for
"just cause" as defined in the Employment Agreements. In the
event of termination for just cause, no severance benefits are
available. If the Employee is terminated without just cause,
the Employee will be entitled to a continuation of his salary
and benefits from the date of termination through the remaining
term of the Employment Agreement plus an additional 12-month
period, but not to exceed three years' salary. Severance
benefits payable to an Employee or to his estate will be paid in
a lump sum or in installments, as the Employee elects. If an
Employment Agreement is terminated due to an Employee's
"disability" (as defined in the Employment Agreements), the
Employee will not be entitled to a continuation of his salary
and benefits. In the event of an Employee's death during the
term of his Employment Agreement, the Employee's estate will be
entitled to receive his salary through the last day of the
calendar month in which the death occurred. An Employee may
voluntarily terminate his Employment Agreement by providing 60
days' written notice to the Boards of Directors of CB&T and the
Company, in which case the Employee is entitled to receive only
his compensation, vested rights and benefits up to the date of
termination.
The Employment Agreements provide that in the event of an
Employee's involuntary termination of employment in connection
with, or within one year after, any change in control of CB&T or
the Company, other than for "just cause," the Employee will be
paid within 10 days of such termination an amount equal to the
difference between (i) 2.99 times his "base amount," as defined
in Section 280G(b)(3) of the Internal Revenue Code, and (ii) the
8<PAGE>
<PAGE>
sum of any other parachute payments, as defined under Section
280G(b)(2) of the Internal Revenue Code, that the Employee
receives on account of the change in control. "Control"
generally refers to the acquisition, by any person or entity, of
the ownership or power to vote more than 25% of CB&T's or
Company's voting stock, the control of the election of a
majority of CB&T's or the Company's directors, or the exercise
of a controlling influence over the management or policies of
CB&T or the Company. In addition, under the Employment
Agreements, a change in control occurs when, during any
consecutive two-year period, directors of the Company or CB&T at
the beginning of such period cease to constitute a majority of
the Board of Directors of the Company or CB&T, unless the
election of replacement directors was approved by a majority
vote of the initial directors then in office. The Employment
Agreements with CB&T provide that within 5 business days of a
change in control, CB&T shall fund, or cause to be funded, a
trust in the amount of 2.99 times each Employee's base amount,
that will be used to pay the Employees amounts owed to them upon
termination, other than for just cause, within one year of the
change in control. The amount to be paid to an Employee from
this trust upon his termination is determined according to the
procedures outlined in the Employment Agreements with CB&T, and
any money not paid to an Employee is returned to CB&T. The
Employment Agreements also provide for a similar lump sum
payment to be made in the event of an Employee's voluntary
termination of employment within one year following a change in
control, upon the occurrence, or within 90 days thereafter, of
certain specified events following the change in control, which
have not been consented to in writing by an Employee, including
(i) the requirement that the Employee perform his principal
executive functions more than 35 miles away from CB&T's current
primary office, (ii) a material reduction in the Employee's base
compensation as then in effect, (iii) the failure of the Company
or CB&T to maintain existing or substantially similar employee
benefit plans, including material vacation, fringe benefits,
stock option and retirement plans, as the same may be changed by
mutual agreement from time to time, or with benefits
substantially similar to those provided to him under any
employee benefit plan in which the Employee is a participant at
the time of the change in control, (iv) the assignment to the
Employee of duties and responsibilities which are materially
different from those normally associated with his position with
CB&T, (v) a material reduction in the Employee's authority and
responsibility, and (vi) the failure to re-elect the Employee to
the Company's or CB&T's Board of Directors if he is serving on
the Board on the date of the change in control. The aggregate
payments that would be made to Mr. Benson and Mr. Tompson
assuming termination of their employment under the foregoing
circumstances at December 31, 1997, would have been
approximately $262,322 and $259,057, respectively. These
provisions may have an anti-takeover effect by making it more
expensive for a potential acquiror to obtain control of the
Company. In the event that an Employee prevails over the
Company and CB&T in a legal dispute as to the Employment
Agreements, he will be reimbursed for his legal and other
expenses.
Supplemental Executive Retirement Agreements. In order to
secure the continuing services of Ms. Kessler and Messrs. Benson
and Tompson (collectively, the "Executives"), CB&T entered into
supplemental executive retirement agreements (the "SERAs") with
the Executives effective January 1, 1995. Pursuant to the terms
of the SERAs, each year CB&T will credit an account for each
Executive with the amount, if any, by which (i) the sum of any
annual additions allocated to the Executive's account under the
ESOP and any other tax-qualified, defined contribution plan
maintained by CB&T or the Company (measured without regard to
the limitations on annual additions imposed under Internal
Revenue Code Section 415), exceeds (ii) the limit imposed on
annual additions by Internal Revenue Code Section 415(c)(1) and
any regulations thereunder. In addition, if the limitation
imposed by Section 415(e) of the Internal Revenue Code reduces
the benefit that the Executive accrues under any defined benefit
pension plan maintained by CB&T, CB&T shall, as soon as
practicable after the close of the plan year in which said
reduction occurs, contribute to the Executive's account an
amount equal to the present value of such reduction.
Upon an Executive's termination of employment with the
Company or CB&T, for reasons other than death or removal for
"just cause," CB&T will pay the balance of the Executive's
account to the Executive in ten substantially equal annual
installments. In the event that the Executive dies before all
benefit payments have been made to him, CB&T shall pay to the
Executive's beneficiary (or estate, if he has no beneficiary) a
lump sum payment, within 60 days following the Executive's
death, in an amount equal to the balance of the Executive's
account. Termination for "just cause" (as defined in the SERAs)
would result in the forfeiture of all benefits under the SERAs.
In the event of a change in control (as defined in the SERAs),
the balance in the Executive's account shall be due and payable
to the Executive in one lump sum payment within 10 days
following such change in control. CB&T has established an
irrevocable grantor trust to hold assets in order to provide a
source of funds to assist it in meeting its liabilities under
the SERAs. The assets of such trust will remain general assets
of CB&T and be subject to the claims of its general creditors.
9<PAGE>
<PAGE>
Deferred Compensation Plan. CB&T's Board of Directors has
established the Deferred Compensation Plan for the exclusive
benefit of members of CB&T's Board of Directors who are not
employees of CB&T, CB&T's President and Executive Vice President
and such other executive officers of CB&T which the Board of
Directors may identify by resolution as being eligible to
participate in the Deferred Compensation Plan. Pursuant to the
terms of the Deferred Compensation Plan, directors may elect to
defer the receipt of all or part of their future fees, and other
plan participants may elect to defer receipt of up to 25% of
their future compensation. Deferred amounts will be credited to
a bookkeeping account in the participant's name, which will also
be credited quarterly with the investment return which would
have resulted if such deferred amounts had been invested, based
upon the participant's choice, in either Common Stock or in a
fund with a return equal to CB&T's annual rate of interest on
one year certificates of deposit. Participants may determine
the time and form of benefit payments and may cease future
deferrals any time. Changes in participant elections generally
become effective only as of the following January 1st, except
that (i) elections designating a beneficiary or ceasing future
contributions will be given immediate effect, and (ii)
participants may change elections as to the timing or form of
distributions only with respect to subsequently deferred
compensation. CB&T contributes the aggregate amounts deferred
to a trust associated with the Deferred Compensation Plan to
assist it in meeting its obligations under the Deferred
Compensation Plan. Contributions to such trust are made on a
quarterly basis and the funds will be used for eventual payments
to participants.
Change of Control Severance Agreements. Each of the
Company and CB&T entered into severance agreements (the
"Severance Agreements") with Shirley B. Kessler. The Severance
Agreements will terminate on the earlier of (a) June 22, 2000 or
(b) the date on which Ms. Kessler terminates employment with
CB&T, provided that the rights under the Severance Agreements
will continue following termination of employment if the
Severance Agreements were in effect at the date of the change in
control. On each annual anniversary date from the date of
commencement of the Severance Agreements, the term of the
Severance Agreements may be extended for additional one year
periods beyond the then effective expiration date, upon a
determination by the Board of Directors that the performance of
Ms. Kessler has met the required performance standards and that
such Severance Agreements should be extended.
The Severance Agreements provide that in the event of Ms.
Kessler's involuntary termination of employment in connection
with any change in control of CB&T or the Company or prior to
Ms. Kessler's attainment of age 65 after a change in control,
other than for "just cause," Ms. Kessler will be paid within 10
days of such termination an amount equal to the difference
between (i) 2.99 times her "base amount," as defined in Section
280G(b)(3) of the Internal Revenue Code, and (ii) the sum of any
other parachute payments, as defined under Section 280G(b)(2) of
the Internal Revenue Code, that she receives on account of the
change in control. "Control" generally refers to the
acquisition, by any person or entity, of the ownership or power
to vote more than 25% of CB&T's or Company's voting stock, the
control of the election of a majority of CB&T's or the Company's
directors or the exercise of a controlling influence over the
management or policies of CB&T or the Company. In addition,
under the Severance Agreements, a change in control occurs when,
during any consecutive two-year period, directors of the Company
or CB&T at the beginning of such period cease to constitute a
majority of the Board of Directors of the Company or CB&T,
unless the election of replacement directors was approved by a
majority vote of the initial directors then in office. The
Severance Agreement with CB&T provides that within five business
days of a change in control, CB&T shall fund, or cause to be
funded, a trust in the amount of 2.99 times Ms. Kessler's base
amount, that will be used to pay amounts owed to Ms. Kessler
upon termination other than for just cause within one year of
the change in control. The amount to be paid to Ms. Kessler
from this trust upon her termination is determined according to
the procedures outlined in the Severance Agreements, and any
money not paid to Ms. Kessler is to be returned to CB&T. The
Severance Agreements also provide for a similar lump sum payment
to be made in the event of the voluntary termination of
employment following a change in control and prior to her
attainment of age 65, upon the occurrence, or within 90 days
thereafter, of certain specified events following the change in
control, which Ms. Kessler has not consented to in writing,
including (i) requiring Ms. Kessler to perform her principal
executive functions more than 35 miles from CB&T's current
primary office, (ii) materially reducing Ms. Kessler's base
compensation as then in effect, (iii) failing to maintain
existing employee benefit plans, including material vacation,
fringe benefits, stock option and retirement plans as the same
may be changed by mutual agreement from time to time, or with
benefits substantially similar to those provided to her under
any employee benefit plan in which Ms. Kessler is a participant
at the time of the change in control, (iv) assigning duties and
responsibilities to Ms. Kessler which are materially different
from those normally associated with her position with CB&T, (v)
materially diminishing Ms. Kessler's authority and
responsibility, and (vi) failing to reelect Ms. Kessler to the
Board
10<PAGE>
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of Directors if she is serving on the Board on the date of
the change in control. The aggregate payments that would be
made to Ms. Kessler assuming her termination of employment under
the foregoing circumstances at December 31, 1997 would have been
approximately $363,961. These provisions may have an anti-
takeover effect by making it more expensive for a potential
acquiror to obtain control of the Company. In the event that
Ms. Kessler prevails over the Company or CB&T in a legal dispute
as to the Severance Agreements, she will be reimbursed for her
legal and other expenses.
DIRECTOR COMPENSATION
Each nonemployee member of the Company's Board of
Directors receives an annual fee of $5,000, except for the
Chairman of the Board of Directors who receives an annual fee of
$15,000. Directors, other than the Chairman, also receive a fee
of $350 for each Board meeting attended and $100 for each
Committee meeting attended. These fees include compensation for
service on the Board of Directors of the Company and CB&T.
Directors also are eligible to participate in the Community Bank
& Trust, N.A. Deferred Compensation Plan (the "Deferred
Compensation Plan"). See " -- Executive Compensation --
Deferred Compensation Plan." Directors also are eligible to
participate in the Company's 1996 Stock Option and Incentive
Plan and Management Recognition Plan. No awards were made to
directors under those plans during the year ended December 31,
1997.
TRANSACTIONS WITH MANAGEMENT
CB&T offers loans to its directors and officers. These
loans currently are made in the ordinary course of business with
the same collateral, interest rates and underwriting criteria as
those of comparable transactions prevailing at the time and to
not involve more than the normal risk of collectibility or
present other unfavorable features. Under current law, CB&T's
loans to directors and executive officers are required to be
made on substantially the same terms, including interest rates,
as those prevailing for comparable transactions and must not
involve more than the normal risk of repayment or present other
unfavorable features. Furthermore, all loans above the greater
of $25,000 or 5%, of CB&T's capital and surplus (i.e., up to
$1.0 million) to such persons must be approved in advance by a
disinterested majority of the Board of Directors. At December
31, 1997, CB&T's loans to directors and executive officers, not
including unused limits under credit cards, totaled $561,000, or
1.6%, of the Company's stockholders' equity, at that date.
________________________________________________________________
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
________________________________________________________________
Larsson, Woodyard, & Henson, CPAs, which was the Company's
independent auditors for the 1997 fiscal year, has been retained
by the Board of Directors to be the Company's auditors for the
1998 fiscal year. A representative of Larsson, Woodyard &
Henson, CPAs is expected to be present at the Annual Meeting and
will have the opportunity to make a statement if he or she so
desires.
________________________________________________________________
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
________________________________________________________________
Pursuant to regulations promulgated under the Exchange
Act, the Company's officers and directors and all persons who
own more than ten percent of the Common Stock ("Reporting
Persons") are required to file reports detailing their ownership
and changes of ownership in the Common Stock and to furnish the
Company with copies of all such ownership reports that are
filed. Based solely on the Company's review of the copies of
such ownership reports which it has received in the past fiscal
year or with respect to the past fiscal year, or written
representations that no annual report of changes in beneficial
ownership were required, the Company believes that during fiscal
year 1997 and prior fiscal years all Reporting Persons have
complied with these reporting requirements.
11<PAGE>
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________________________________________________________________
OTHER MATTERS
________________________________________________________________
The Board of Directors is not aware of any business to
come before the Annual Meeting other than those matters
described above in this proxy statement and matters incident to
the conduct of the Annual Meeting. However, if any other
matters should properly come before the Annual Meeting, it is
intended that proxies in the accompanying form will be voted in
respect thereof in accordance with the determination of a
majority of the Board of Directors.
________________________________________________________________
MISCELLANEOUS
________________________________________________________________
The cost of soliciting proxies will be borne by the
Company. The Company will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending proxy materials to the beneficial
owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may
solicit proxies personally or by telegraph or telephone without
additional compensation therefor.
The Company's 1997 Annual Report to Stockholders,
including financial statements, is being mailed to all
stockholders of record as of the close of business on the Record
Date. Any stockholder who has not received a copy of such
Annual Report may obtain a copy by writing to the Secretary of
the Company. Such Annual Report is not to be treated as a part
of the proxy solicitation material or as having been
incorporated herein by reference.
________________________________________________________________
STOCKHOLDER PROPOSALS
________________________________________________________________
In order to be eligible for inclusion in the proxy
materials of the Company for the Annual Meeting of Stockholders
for the year ending December 31, 1997, any stockholder proposal
to take action at such meeting must be received at the Company's
executive offices at 240 E. Chestnut Street, Olney, Illinois
62450-2295 by no later than December 3, 1998. Any such
proposals shall be subject to the requirements of the proxy
rules adopted under the Securities Exchange Act of 1934, as
amended.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Steven Walser
Steven Walser
Secretary
April 3, 1998
Olney, Illinois
________________________________________________________________
ANNUAL REPORT ON FORM 10-K
________________________________________________________________
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1997 AS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO EACH
STOCKHOLDER AS OF THE RECORD DATE UPON WRITTEN REQUEST TO
CORPORATE SECRETARY, COMMUNITY FINANCIAL CORP., 240 E. CHESTNUT
STREET, OLNEY, ILLINOIS 62450-2295
________________________________________________________________
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<PAGE>
REVOCABLE PROXY
________________________________________________________________
COMMUNITY FINANCIAL CORP.
OLNEY, ILLINOIS
________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
MAY 4, 1998
The undersigned hereby appoints Clyde R. King, Shirley B.
Kessler and Allen D. Welker, with full powers of substitution,
to act as attorneys and proxies for the undersigned, to vote all
shares of the common stock of Community Financial Corp. which
the undersigned is entitled to vote at the Annual Meeting of
Stockholders, to be held at 501 East Main Street, Olney,
Illinois, on Monday, May 4, 1998, at 1:00 p.m. (the "Annual
Meeting"), and at any and all adjournments thereof, as follows:
VOTE
FOR WITHHELD
--- --------
1. The election as directors of both
nominees listed below (except as
marked to the contrary below). [ ] [ ]
Michael F. Bauman
Roger A. Charleston
Brad A. Jones
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR EITHER INDIVIDUAL
NOMINEE, INSERT THAT NOMINEE'S NAME ON THE LINE PROVIDED
BELOW.
________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED
PROPOSITION.
________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSITION STATED.
IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING,
INCLUDING MATTERS RELATING TO THE CONDUCT OF THE ANNUAL MEETING,
THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN
ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE BOARD OF
DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF
NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
________________________________________________________________
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<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
Annual Meeting or at any adjournment thereof, then the power of
said attorneys and prior proxies shall be deemed terminated and
of no further force and effect. The undersigned may also revoke
his proxy by filing a subsequent proxy or notifying the
Secretary of his decision to terminate his proxy.
The undersigned acknowledges receipt from the Company
prior to the execution of this proxy of a Notice of Annual
Meeting and a Proxy Statement dated April 3, 1998.
Dated: _______________________, 1998
__________________________ __________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
__________________________ __________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the enclosed
card. When signing as attorney, executor, administrator,
trustee or guardian, please give your full title. Corporation
proxies should be signed in corporate name by an authorized
officer. If shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
