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SCHEDULE 14A
(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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5. Total fee paid:
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[ ] 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
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1. Amount Previously Paid:
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4. Date Filed:
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COMMUNITY FINANCIAL CORP.
MEMORANDUM
TO: All Community Financial Corp. Stockholders
FROM: Wayne H. Benson
DATE: April 19, 2000
RE: April 27 Annual Meeting
YOUR VOTE IS IMPORTANT
________________________________________________________________
WE ARE PLEASED TO ANNOUNCE THAT NET INCOME FOR THE QUARTER ENDED
MARCH 31, 2000 INCREASED BY 57% OVER THE SAME QUARTER LAST YEAR.
SEE THE ENCLOSED NEWS RELEASE FOR FURTHER INFORMATION.
________________________________________________________________
Over the last several weeks we have written and called many
of you about your vote at our upcoming annual meeting of
stockholders. We sincerely regret the intrusion and
inconvenience this may have caused, but we had to make sure you
were informed about the risks to Community Financial
stockholders posed by Barrett Rochman.
Now, you will make a decision of utmost importance to the
future of your investment in Community Financial Corp. In
deciding how to vote, I urge you to remember the following:
. YOUR BOARD OF DIRECTORS HAS BUT ONE GOAL - TO ENHANCE
STOCKHOLDER VALUE - and our Strategic Plan, carefully
designed with the assistance of an investment banking
firm, will achieve that goal. If by this time next
year we haven't made substantial tangible progress, we
will seriously pursue the sale of the Company.
. AN INDEPENDENT NATIONALLY RECOGNIZED EXPERT ISSUED A
DETAILED ANALYSIS ENDORSING YOUR BOARD. Consider its
own words, "... management has taken the necessary
steps to put Community Financial back on track", and
compare our endorsement to its view of Mr. Rochman,
"... the dissidents have not put forth any viable plan
for turning the Company around ..." Mr. Rochman
offers you nothing but negativity and personal
attacks.
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. THE STRATEGIC INITIATIVES WE HAVE IMPLEMENTED HAVE
ALREADY PRODUCED RESULTS, CONFIRMING THAT WE ARE ON
THE RIGHT TRACK. First quarter net income increased
by 57% over the same quarter last year.
. YOUR INTERESTS AND THE INTERESTS OF YOUR BOARD ARE ONE
AND THE SAME. Community Financial's directors,
officers and employees own over 15% of the Company's
stock. Your Board is personally committed to
achieving maximum value for all stockholders.
I cannot stress enough the importance of your vote, no
matter how many shares you own. In your own best interest,
support a unified, cohesive Board with a well thought out plan
to put money where it belongs - in your pocket. REMEMBER, YOU
CAN CHANGE YOUR EARLIER VOTE BY SIGNING, DATING AND MAILING THE
ENCLOSED WHITE PROXY. TIME IS SHORT, SO PLEASE ACT TODAY.
On behalf of your Board of Directors, thank you for your
many expressions of support.
IMPORTANT
YOUR VOTE IS IMPORTANT. Please sign, date and promptly
mail your WHITE proxy in the enclosed envelope. Remember, DO
NOT return any blue proxy sent to you by B. Rochman, not even as
a vote of protest. YOU CAN CHANGE YOUR EARLIER VOTE SIMPLY BY
SIGNING, DATING AND MAILING THE ENCLOSED WHITE PROXY.
If you shares are registered in the name of a broker,
only your broker can execute a proxy and vote your shares and
only after receiving your specific instructions. Please call
the person responsible for your account and direct him/her to
execute a WHITE proxy on your behalf today. You should also
mail your WHITE proxy at once in the envelope provided. Do so
for each separate account you maintain. If you have questions
or need assistance, please call us at (618) 395-8676. You may
also call:
D.F. KING & CO., INC.
CALL TOLL-FREE - 1-888-242-8155
