SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Community Financial Corp.
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Barrett R. Rochman
- -----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $125 per Exchange Act Rule O-11(c)(1)(ii), 14a-6(i)(l), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
1) Title of each class of securities to which transaction applies:
Not applicable
2) Aggregate number of securities to which transaction applies:
Not applicable
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11
(Set forth the amount on which the filing fee is calculated and
state how it was determined):
Not applicable
4) Proposed maximum aggregate value of transaction:
Not applicable
5) Total fee paid:
Not applicable
[ ] Fee paid previously by written preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule O-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: Not applicable
2) Form Schedule or Registration Statement No.: Not applicable
3) Filing Party: Not applicable
4) Date Filed: Not applicable
<PAGE>
BARRETT R. ROCHMAN
31 Homewood
Carbondale, Illinois 62901
(800) 529-3513
April 7, 2000
Dear Fellow Stockholder:
MANAGEMENT HAD ITS CHANCE - NOW IS THE TIME FOR A CHANGE
I was very disappointed with Wayne Benson's recent letter to you and it
prompts me to send this letter. The tone and accusations in his letter are
disturbing - his letter is self-serving and misleading. It is unfortunate that
our President feels he has to resort to these types of questionable tactics, but
I trust you are able to see through his deceptive strategy.
I wish Mr. Benson and the company would discuss what is important and
not try to distract and confuse stockholders with irrelevant details. I know you
have come to realize that neither Mr. Benson nor any director has yet to respond
to my concerns over our company's financial performance and stock price, other
than Wayne Benson agreeing with me that both have been disappointing. Someone is
responsible for our company's state of affairs, and it is not you or me. The
facts do indeed speak for themselves:
o A report used by our company states that our total shareholder
returns since going public in 1995 have been a NEGATIVE 6.85%
compared to 87.78% for the NASDAQ Bank Index and 411.88% for
the NASDAQ Composite Index.
o Our company's stock traded at $9 3/8 on April 6, 2000. That
price is below the initial public offering price of our
company's stock when it went public in 1995. Who's kidding
who? Have you received an acceptable return on your investment
in Community Financial common stock?
o Our directors and executives have received a lot of stock and
options from our company. What have we stockholders received
in return? How has our stockholder value been enhanced?
o Our company's net income was lower in 1999 than in 1998. Does
our board not realize that our profits are going in the wrong
direction? How long does management want stockholders to wait
for improved performance and stock price?
Please allow me to provide you with additional information as you consider how
to vote.
I discovered something that really bothers me. The management
recognition plan provides that Community Financial will pay to each
person who receives shares under the plan a cash bonus equal to 40% of
the value of the shares that have vested. The bonus is paid in order to
cover the person's federal tax liability for the shares received.
This provision relating to taxes was not in the management recognition
plan approved by stockholders. The plan was amended by the board in
1996 after stockholders approved the plan. The amendment states that
the provision permitting a cash bonus to cover the tax liability under
the plan "is in the best interest of the company." I certainly can
understand how paying this tax liability
1
<PAGE>
is in the best interest of our directors and executive officers, but
someone needs to explain to me how paying this tax liability is in our
company's best interest based on the company's performance.
As you know, Community Financial just sent to you two days ago a
supplement to its proxy statement that NOW discloses this bonus
arrangement. This information should have been discussed in its
original proxy statement dated March 14, 2000, but it conveniently was
omitted. The amended plan also should have been filed with the
Securities and Exchange Commission in 1996, but it was filed just two
days ago - almost 4 years late! WHY DID OUR COMPANY HIDE THIS IMPORTANT
INFORMATION FROM STOCKHOLDERS? We deserve better treatment.
All of us as stockholders have the right under Illinois law to review
the minutes of board of directors meetings of Community Financial under
certain circumstances. I made a request to review certain minutes but
our company refused to provide them to me. Unfortunately, I was forced
to file a lawsuit against Community Financial to obtain access to the
minutes. The court recently determined that my claim was meritorious
and the judge ordered our company to provide me with the information
that I had requested.
Why didn't our board of directors resolve this issue quickly and
amicably rather than spend time and corporate money trying to prevent
me from obtaining what I was entitled to receive?
THE BOTTOM LINE IS:
I believe our company's financial results are poor and stock price is
low. Management had its chance for the past 4 1/2 years to improve our
company's financial performance and stock price but has FAILED - now,
management wants more time. I say we need an immediate change at
Community Financial.
I hope many stockholders will attend the annual meeting on April 27,
and I look forward to seeing you there. I would appreciate and be honored to
receive your vote. We can make a difference at Community Financial.
If you have any questions or need additional information, please do not
hesitate to call me at (800) 529-3513.
Sincerely,
/s/ Barrett R. Rochman
Barrett R. Rochman
IMPORTANT - PLEASE DO NOT SIGN OR RETURN ANY WHITE PROXY CARDS. PLEASE SIGN AND
RETURN ONLY YOUR BLUE PROXY CARD TO ME. IF YOU HOLD YOUR SHARES THROUGH A BROKER
OR A BANK, PLEASE SIGN AND RETURN ONLY YOUR BLUE PROXY CARD TO YOUR BROKER OR
BANK. IF YOU DID NOT RECEIVE A BLUE PROXY CARD, PLEASE CALL YOUR BROKER OR BANK
IMMEDIATELY AND INSTRUCT THEM TO VOTE ONLY THE BLUE PROXY CARD.
REMEMBER, WE STOCKHOLDERS SHOULD HAVE A VOICE IN THE AFFAIRS OF OUR COMPANY.
WE CAN MAKE A DIFFERENCE AT COMMUNITY FINANCIAL.
2
