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Community Financial Corp.
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(Name of Registrant as Specified in Its Charter)
Barrett R. Rochman
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April 19, 2000
Dear Fellow Stockholder:
I am hopeful that his will be my final letter to you prior to the
annual meeting on April 27. Once again, I am very disappointed with Wayne
Benson's most recent letter. For him to accuse me of not telling the truth is
simply unacceptable and I continue to trust that you are able to see through his
strategy of confusing the real issues.
THE FACTS CONTINUE TO SPEAK FOR THEMSELVES
- -> A report by Institutional Shareholder Services, which our company
touts, states that our 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. Do you consider our
shareholder returns acceptable?
- -> Our company's stock traded at $8 3/4 on April 18, 2000. That price has
gone down since my last letter to you and is still 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?
- -> Wayne conveniently fails to mention his MRP, extra board fees, and bank
paid taxes as part of his compensation package when he tells you his
salary is just average.
- -> 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?
I am growing weary of constantly having to set the record straight.
But, please indulge me with one more opportunity to provide you with additional
information as you consider your vote.
The report of Institutional Shareholder Services (ISS), which Wayne
Benson spends about one-half of his most recent letter discussing, should be
disregarded. Wayne's report to ISS most likely failed to alert ISS to disturbing
facts for which I Know he is aware. Also, nowhere in its report has ISS
"overwhelmingly endorsed Community Financial's position," as Mr. Benson claims.
I have read ISS's report. If it was so positive, as Mr. Benson states, why
didn't our company send the report to all of its stockholders? The probable
reason for this is that the report referred to several negative aspects of the
bank's performance. Failure to tell the entire story is nothing new for
Community Financial. It took them several years to let you know they paid 40%
cash bonuses to directors on their vested MRP shares.
OTHER COMMENTS ON VARIOUS CLAIMS OF WAYNE BENSON
Wayne takes exception to the fact I borrowed money from a commercial
bank to buy some shares in Community Financial. What business is Mr. Benson in
!?! I thought it was banking. He should be spending his time on getting good
loans, not fighting proxy contests.
He states I have no banking experience. He's wrong; he knows I have
experience. He knows I served on a bank holding company board. He also
conveniently forgot to mention Michael Nadler, who is one of my nominees.
Michael has banking experience as a former First Vice President of a commercial
bank that was three times the size of Community Financial.
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THE STRATEGIC PLAN
Wayne Benson places much emphasis on a still unproven plan. Have you
also noticed the disclaimers on the news release where our company announced the
adoption of the Strategic Plan? Let me quote a couple here:
"The Company wishes to caution readers not to place
undue reliance on any such forward-looking statements . . ."
Certain statements regarding the Strategic Plan "are
subject to certain risks and uncertainties including changes
in economic conditions in the Company's market area, . . .
fluctuations in interest rates, demand for loans in the
Company's market area, [and] whether the Company is able to
successfully implement the Strategic Plan. . ."
The Strategic Plan is a nice idea but our company seems to have a lot
of excuses if it doesn't work.
THE BOTTOM LINE
Even Wayne Benson has admitted that he does not dispute the poor
performance and difficulties Community Financial has faced. Management had its
chance for the past 4 1/2 years to improve our company's financial performance
and stock price but has FAILED. I say we need an immediate change at Community
Financial. If elected, I will do my utmost to motivate the board to improve our
company's financial performance and stock price.
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
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IMPORTANT - PLEASE DO NOT SIGN OR RETURN ANY WHITE PROXY CARDS. PLEASE SIGN AND
RETURN ONLY YOUR BLUE PROXY CARD TO ME. HOWEVER, 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
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COMPANY. WE CAN MAKE A DIFFERENCE AT COMMUNITY FINANCIAL.
