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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
[ ] Definitive Proxy Statement
[X ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
COMMUNITY FINANCIAL CORP.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
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:
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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):
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4. Proposed maximum aggregate value of transaction:
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[ ] 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
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4. Date Filed:
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NEWS RELEASE
CONTACT:
Wayne H. Benson
President & Chief Executive Officer
(618) 395-8676
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FOR IMMEDIATE RELEASE
COMMUNITY FINANCIAL CORP. RECEIVES PROXY CONTEST ENDORSEMENT
FROM LEADING INDEPENDENT SHAREHOLDER ADVISORY FIRM
Olney, IL, April 5, 2000 - Community Financial Corp.
(NASDAQ:CFIC) announced today that Institutional Shareholder
Services, Inc. (ISS) has recommended that its clients vote to
elect Community Financial's nominees to its Board of Directors
in opposition to the proxy solicitation efforts of Barrett
Rochman. Mr. Rochman is waging a hostile proxy contest to,
among other things, elect himself and his other hand-picked
nominee to Community Financial Corp.'s Board of Directors.
Shareholders will vote on and decide this issue at Community
Financial's Annual Meeting of Stockholders scheduled for
Thursday, April 27.
In recommending that shareholders support Community
Financial's Board of Directors, ISS said: "...ISS believes
management has taken the necessary steps to put Community
Financial back on track. It has retained a nationally
recognized bank consulting firm to consider a variety of
alternatives - including exploring a sale - and has put into
place a strategic plan designed to transform the company into a
fully integrated national bank." The report also said: "The
officers and directors have their own stake in this strategy -
to the tune of 13.6 percent of the stock - and it is in their
interest to invigorate earnings and bolster the stock price
rather than conduct an immediate fire sale." ISS's
recommendation concluded: "In our view, the dissidents have not
put forth any viable plan for turning the company around..."
Institutional Shareholder Services, based in Rockville,
Maryland, is a longstanding, independent advisor to many major
institutional shareholders on proxy contests, corporate
governance and related issues.
Wayne H. Benson, President and Chief Executive Officer of
Community Financial commented: "We are pleased that ISS's
independent recommendation matches our own views on this
significant issue. More important, however, ISS provides a
source for shareholders, both big and small, who are looking for
the judgment of a neutral party, well-experienced in these
issues, to guide their vote. We hope our shareholders will vote
accordingly and support Community Financial's Board of
Directors."
Community Financial Corp. is the bank holding company for
Community Bank & Trust, N.A., American Bank of Illinois, Saline
County State Bank, Egyptian State Bank, and MidAmerica Bank of
St. Clair County.
