UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Community Financial Corp.
-----------------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------------
(Title of Class of Securities)
20364V-10-9
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(CUSIP Number)
Barrett R. Rochman, 1345 East Park Street,
Carbondale, Illinois 62901 (618/529-3513)
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 11, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP NO. 20364V-10-9
-----------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barrett R. Rochman
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, BK
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [X]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
100,700(1)
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 22,300(2)
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
100,700(1)
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
22,300(2)
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
129,340(3)
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%(4)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- ------------------------------------------------------------------------------
<PAGE>
(1) Mr. Rochman owns 100,700 shares directly. In addition to the 100,700
shares owned by Mr. Rochman, Marilyn Rochman, the wife of Mr. Rochman,
owns 6,340 shares directly.
(2) The Boo Rochman Charitable Corp. owns 19,300 shares, and the Rochman
Family Investment owns 3,000 shares. Mr. Rochman and Marilyn Rochman
have shared voting and dispositive power over these shares.
(3) Includes the (i) 123,000 shares over which Mr. Rochman has sole or
shared voting or dispositive power, and (ii) 6,340 shares owned by
Marilyn Rochman.
(4) Based on 2,213,645 shares of common stock, par value $0.01 per share,
of Community Financial Corp. reported to be outstanding in Community
Financial Corp.'s Form 10-K for the year ended December 31, 1999 and in
Community Financial Corp.'s definitive proxy statement relating to its
2000 annual meeting of the stockholders filed with the Securities and
Exchange Commission.
<PAGE>
Item 1. Security and Issuer
- ----------------------------
This Amendment No. 5 to Schedule 13D (the "Amendment") relates
to the common stock, par value $0.01 per share, of Community
Financial Corp. (the "Issuer"). The Issuer's principal
executive office is located at 240 East Chestnut, Olney,
Illinois 62450.
Item 2. Identity and Background
- --------------------------------
(a) This Amendment is being filed by Barrett R. Rochman as an
individual.
(b) Mr. Rochman's principal business address is 31 Homewood,
Carbondale, Illinois 62901.
(c) Mr. Rochman's principal occupation is the real estate
investment business. Mr. Rochman's principal real estate
investment activities include owning and renting commercial
and residential real estate, purchasing tax certificates in
Illinois and managing real property acquired through tax
certificates. Mr. Rochman engages in his principal occupation
through the following entities:
Rochman Rentals - 31 Homewood, Carbondale, Illinois 62901
(rental property company)
S.I. Securities - 31 Homewood, Carbondale, Illinois 62901
(real estate investment company)
S.I. Securities, Inc. - 31 Homewood, Carbondale, Illinois
62901 (real estate investment company)
S.I.-P.I. - 31 Homewood, Carbondale, Illinois 62901 (real
estate investment company)
Boo Noz Corp. - 31 Homewood, Carbondale, Illinois 62901
(real estate investment company)
S.I. Boo, LLC - 31 Homewood, Carbondale, Illinois 62901
(real estate investment company)
(d) During the last five years, Mr. Rochman has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The Securities and Exchange Commission (the "Commission")
instituted proceedings against Mr. Rochman alleging that Mr.
Rochman violated Section 13(d) of the Securities Exchange Act
of 1934 and certain rules thereunder (collectively the
"Laws"). These proceedings were settled on February 17, 1999
without Mr. Rochman having to admit or deny any of the alleged
violations. As part of the settlement, the Commission ordered
Mr. Rochman to cease and desist from committing or causing any
violation or any future violation of the Laws. These
proceedings of the Commission related to filings with the
Commission of Schedule 13D and amendments thereto required of
Mr. Rochman in connection with his ownership of more than 5%
of the outstanding shares of common stock of Heartland
Bancshares, Inc. Mr. Rochman was not required to pay any fine
or penalty in connection with the settlement.
(f) Mr. Rochman is a citizen of the United States of America.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
As indicated on Line 4 of the Cover Page of this Amendment,
Mr. Rochman has used bank loans, personal funds (including
broker margin account funds), insurance proceeds from a
settlement relating to the death of Mr. Rochman's son, Jeremy
Rochman, and funds of the Boo Rochman Charitable Corp. and
Rochman Family Investment in making purchases of the Issuer's
common stock. As of the date of this Amendment, the total
amount of funds used in the purchase of the Issuer's shares of
common stock by Mr. Rochman, the Boo Rochman Charitable Corp.,
the Rochman Family Investment and Marilyn Rochman is
approximately $1,231,738. This amount is based on the total
number of shares of the Issuer's common stock purchased by Mr.
Rochman, Boo Rochman Charitable Corp., Rochman Family
Investment and Marilyn Rochman multiplied by the price per
share paid and does not include broker fees associated with
such purchases. To date, Mr. Rochman has obtained personal
loans in the amount of $500,000 from the First National Bank &
Trust Company, Carbondale, Illinois, and Mr. Rochman, the Boo
Rochman Charitable Corp., the Rochman Family Investment and
Marilyn Rochman have used approximately $731,738 of their
respective funds, including, with respect to Mr. Rochman,
funds obtained from his broker margin accounts, in connection
with the purchase of the shares identified herein.
Item 4. Purpose of Transaction
- -------------------------------
Although the shares of common stock of the Issuer identified
in this Amendment that are beneficially owned by Mr. Rochman
were acquired for investment purposes, Mr. Rochman may, as set
forth below, seek to influence control of the Issuer, as well
as consider other measures to enhance stockholder value.
Although Mr. Rochman presently has no plan to pursue an
immediate sale of the Issuer, Mr. Rochman is open to
considering a sale of the Issuer as part of a strategy for
enhancing stockholder value. Mr. Rochman may purchase
additional shares of common stock of the Issuer.
On January 11, 2000, Mr. Rochman met informally with Mr. Wayne
Benson, President of the Issuer, to discuss the possibility of
Mr. Rochman becoming a member of the board of directors of the
Issuer. Mr. Rochman also discussed his thoughts on what
direction the corporate strategy of the Issuer should take,
including his desire to have the loan portfolios of the
Issuer's subsidiaries be more similar to that of commercial
banks rather than savings associations and to have the Issuer
grow in asset size through start-up operations in other
markets and/or acquisitions of other financial institutions.
As of the date of this Amendment, neither Mr. Rochman nor Mr.
Nadler has been invited to join the Issuer's board of
directors or selected as management's nominee for election as
a director at the Issuer's 2000 annual meeting of stockholders
or at the next meeting of stockholders at which directors are
elected (the "Stockholders Meeting").
Accordingly, in connection with the Stockholders Meeting, Mr.
Rochman presently intends to (a) nominate himself and Michael
B. Nadler for election as directors of the Issuer, and (b)
submit a proposal for consideration by the stockholders of the
Issuer recommending that the board of directors engage the
services of a consultant or other advisor which has experience
in advising financial institutions to make recommendations to
the board of directors of the Issuer as to specific actions
designed to improve earnings and enhance stockholder value.
<PAGE>
Mr. Rochman presently is soliciting proxies for use at the
Stockholders Meeting in favor of his director nominees and his
stockholder proposal. Mr. Rochman's proxy solicitation in
connection with the Stockholders Meeting is in opposition to
any proxy solicitation by the board of directors of the Issuer
with respect to the same meeting.
On March 8, 2000, Mr. Rochman filed a complaint with the
Circuit Court of the Second Judicial Circuit in Richland
County, Illinois requesting that a judgment be entered against
the Issuer and directing the Issuer to deliver to Mr. Rochman
the minutes for the meetings that occurred from and after
January 1, 1999 of the Issuer's (i) Board of Directors, (ii)
Management Recognition Plan Committee, and (iii) Compensation
Committee. In addition, Mr. Rochman is requesting that the
Court assess a penalty against the Issuer as provided by
applicable law. Mr. Rochman requested these minutes from the
Issuer twice under Illinois law, and the Issuer refused to
provide or allow Mr. Rochman to examine and copy the minutes.
The purposes for Mr. Rochman's request for the minutes were to
permit Mr. Rochman to communicate with other stockholders of
the Issuer on matters relating to (i) the affairs of the
Issuer, (ii) the 2000 annual meeting of stockholders of the
Issuer and (iii) Mr. Rochman's solicitation of proxies in
connection with such annual meeting. Settlement discussions
with respect to this lawsuit occurred on March 15, 2000, but
no settlement was
reached. On March 27, 2000, the Court ordered the Issuer to
turn over to Mr. Rochman the minutes that he requested. The
Court did not assess any penalty against the Issuer. The Order
by the Court is attached hereto as an exhibit.
On March 17, 2000, March 22, 2000, March 24, 2000 and March
31, 2000, Mr.Rochman filed additional definitive soliciting
materials with the Commission.
On April 7, 2000 Mr.Rochman filed additional definitive
soliciting materials with the Commission. Copies of of such
additional definitive soliciting materials are attached hereto
as an exhibit.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
(a) Mr. Rochman beneficially owns 129,340 shares, or 5.8%, of the
outstanding common stock of the Issuer. (The percentage of
outstanding common stock is based upon the number of
outstanding shares of common stock of the Issuer as set forth
in its Form 10-K for the year ended December 31, 1999 and
in the Issuer's definitive proxy statement relating to its
2000 annual meeting of the stockholders filed with the
Commission).
(b) Mr. Rochman has sole power to vote and dispose of 100,700
shares of common stock of the Issuer, as identified on Lines 7
and 9 of the Cover Page of this Amendment. In addition to such
100,700 shares, Marilyn Rochman, the wife of Mr. Rochman,
beneficially owns 6,340 shares of common stock of the Issuer,
over which she has sole voting and dispositive power. Mr.
Rochman and Marilyn Rochman share the power to vote and
dispose of 22,300 shares of common stock of the Issuer, as
identified on Lines 8 and 10 of the Cover Page of this
Amendment. The identity and background information for Marilyn
Rochman is as follows:
<PAGE>
(i) Name: Marilyn Rochman.
(ii) Address: 31 Homewood, Carbondale, Illinois
62901.
(iii) Principal Occupation: Housewife.
(iv) During the past five years, Marilyn Rochman
has not been convicted in a criminal
proceeding (excluding traffic violations or
other misdemeanors).
(v) During the past five years, Marilyn Rochman
has not been a party to a civil proceeding
of a judicial or administrative body of
competent jurisdiction, which as a result of
such proceeding she was or is subject to a
judgment, decree or final order enjoining
future violations of, or prohibiting or
mandating activities subject to, federal or
state securities laws or finding any
violation with respect to such laws.
(vi) Citizenship: United States of America.
(c) Mr. Rochman has effected the following transactions involving
the common stock of the Issuer in the past sixty (60) days:
<TABLE>
<CAPTION>
Date of Number of Price
Name Transaction Shares Purchased Per Share Place/Manner of Transaction
- ---- ----------- ---------------- --------- ---------------------------
<S> <C> <C> <C> <C>
Barrett R. Rochman December 27, 1999 600 $9-3/16 Open market purchase / Broker
Barrett R. Rochman January 3, 2000 10,000 $9-7/16 Open market purchase / Broker
Barrett R. Rochman January 5, 2000 2,000 $9-5/16 Open market purchase / Broker
Barrett R. Rochman January 5, 2000 2,300 $9-3/8 Open market purchase / Broker
Barrett R. Rochman January 6, 2000 2,300 $9-1/14 Open market purchase / Broker
Barrett R. Rochman January 6, 2000 2,000 $9-1/8 Open market purchase / Broker
Barrett R. Rochman January 6, 2000 1,000 $9-1/16 Open market purchase / Broker
Barrett R. Rochman January 6, 2000 1,000 $9.00 Open market purchase / Broker
Barrett R. Rochman January 7, 2000 1,000 $11-1/2 Off the market purchase
Barrett R. Rochman January 10, 2000 1,100 $9.00 Open market purchase / Broker
Barrett R. Rochman February 1, 2000 2,500 $9-1/4 Open market purchase / Broker
Barrett R. Rochman February 1, 2000 10,000 $9.20* Open market purchase / Broker
Barrett R. Rochman February 8, 2000 1,000 $11-1/2 Off the market purchase
</TABLE>
* Reflects the average purchase price of shares purchased.
As indicated on the Cover Page of this Amendment, Mr. Rochman
<PAGE>
has shared voting and dispositive power over shares owned by
the Boo Rochman Charitable Corp. and the Rochman Family
Investment. The Boo Rochman Charitable Corp. and the Rochman
Family Investment have effected the following transactions
involving the common stock of the Issuer during the past sixty
(60) days:
<TABLE>
<CAPTION>
Date of Number of Price
Name Transaction Shares Purchased Per Share Place/Manner of Transaction
- ---- ----------- ---------------- --------- ---------------------------
<S> <C> <C> <C> <C>
Boo Rochman
Charitable Corp. December 21, 1999 8,700 $9-1/4 Open market purchase / Broker
Rochman Family
Investment December 31, 1999 600 $9-3/16 Open market purchase / Broker
Boo Rochman
Charitable Corp. January 7, 2000 1,000 $11-1/2 Off the market transfer to
Barrett R. Rochman
Boo Rochman
Charitable Corp. February 8, 2000 1,000 $11-1/2 Off the market transfer to
Barrett R. Rochman
</TABLE>
As indicated on the Cover Page of this Amendment, Marilyn
Rochman owns 6,340 shares of common stock of the Issuer. Mrs.
Rochman has effected the following transactions involving the
common stock of the Issuer during the past sixty (60) days:
<TABLE>
<CAPTION>
Date of Number of Price
Name Transaction Shares Purchased Per Share Place/Manner of Transaction
- ---- ----------- ---------------- --------- ---------------------------
<S> <C> <C> <C> <C>
Marilyn Rochman December 30, 1999 3,000 $9-3/8 Open market purchase / Broker
Marilyn Rochman January 4, 2000 400 $9-3/8 Open market purchase / Broker
</TABLE>
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
- ------------------------------------------------------------------------------
There are no contracts, arrangements, understandings or
relationships between Mr. Rochman and any other person with
respect to any shares of common stock of the Issuer, other
<PAGE>
than the loans to Mr. Rochman by the bank and the broker
margin accounts identified in Item 3 of this Amendment in
connection with the purchase of shares.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
Exhibit 1* Promissory Note and Commercial Pledge and Security
Agreement, dated as of January 12, 2000
Exhibit 2* Promissory Note and Commercial Pledge and Security
Agreement, dated as of January 7, 2000
Exhibit 3* Client's Margin Account, dated as of April 26, 1999
Exhibit 4* Client's Margin Account
Exhibit 5* Definitive proxy statement, form of proxy and
letter to stockholders, filed with the Securities and
Exchange Commission on March 1, 2000
Exhibit 6* Complaint, filed with the Circuit Court of the Second
Judicial Circuit in Richland County, Illinois
Exhibit 7* Additional Definitive Soliciting Material filed
with the Securities and Exchange Commission by
Barrett R. Rochman on March 17, 2000
Exhibit 8* Additional Definitive Soliciting Material filed
with the Securities and Exchange Commission by
Barrett R. Rochman on March 22, 2000
Exhibit 9* Additional Definitive Soliciting Material filed
with the Securities and Exchange Commission by
Barrett R. Rochman on March 24, 2000
Exhibit 10* Additional Definitive Soliciting Material filed
with the Securities and Exchange Commission by
Barrett R. Rochman on March 31, 2000
Exhibit 11* Order by the Circuit Court of the Second Judicial
Circuit in Richland County, Illinois, dated as of
March 27, 2000
Exhibit 12** Additional Definitive Soliciting Materials filed
with the Securities and Exchange Commission by
Barrett R. Rochman on April 7, 2000
- ----------------
* Previously filed as an exhibit to an amendment to Schedule 13D
** Filed herewith
7
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ BARRETT R. ROCHMAN
------------------------
Barrett R. Rochman
Dated: April 11, 2000
8
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
Exhibit 1* Promissory Note and Commercial
Pledge and Security Agreement, dated
as of January 12, 2000
Exhibit 2* Promissory Note and Commercial
Pledge and Security Agreement, dated
as of January 7, 2000
Exhibit 3* Client's Margin Account, dated as of
April 26, 1999
Exhibit 4* Client's Margin Account
Exhibit 5* Definitive proxy statement, form of
proxy and letter to stockholders,
filed with the Securities and
Exchange Commission on March 1, 2000
Exhibit 6* Complaint, filed with the Circuit
Court of the Second Judicial Circuit
in Richland County, Illinois
Exhibit 7* Additional Definitive Soliciting
Material filed with the Securities
and Exchange Commission by Barrett
R. Rochman on March 17, 2000
Exhibit 8* Additional Definitive Soliciting
Material filed with the Securities
and Exchange Commission by Barrett
R. Rochman on March 22, 2000
Exhibit 9* Additional Definitive Soliciting
Material filed with the Securities
and Exchange Commission by Barrett
R. Rochman on March 24, 2000
Exhibit 10* Additional Definitive Soliciting
Material filed with the Securities
and Exchange Commission by Barrett
R. Rochman on March 31, 2000
Exhibit 11* Order by the Circuit Court of the
Second Judicial Circuit in Richland
County, Illinois, dated as of March
27, 2000
Exhibit 12** Additional Definitive Soliciting
Materials filed with the Securities
and Exchange Commission by Barrett
R. Rochman on April 7, 2000
- ----------------
* Previously filed as an exhibit to an amendment to Schedule 13D
** Filed herewith
IM-290406-1
<PAGE>
Exhibit 12
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
<PAGE>
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
Telephone: (800) 529-3513
April 7, 2000
IMPORTANT!!
PLEASE READ
Community Financial Corp. just announced that Institutional Shareholder
Services (ISS) has issued a recommendation that its clients should vote in favor
of management's nominees for election as directors and against my stockholder
proposal. I believe that ISS's recommendation is WRONG and is based on faulty
reasoning. You should completely disregard the ISS recommendation. Here are a
few excerpts from ISS's recommendation and why I believe it should be discarded:
o "Since going public in mid-1995, the company has produced total shareholder
returns of -6.85%, compared to 87.78 percent for the NASDAQ Bank Index and
411.88 percent for the NASDAQ Composite Index."
My Comment: How can ISS recommend a vote in favor of current management
when Community Financial has posted NEGATIVE shareholder returns,
particularly when the NASDAQ Bank Index posted such strong returns? Does
the ISS recommendation have any credibility at all?
o "While we can appreciate Mr. Rochman's concerns regarding the company's
poor returns and low stock price, ISS believes management has taken the
necessary steps to put Community Financial back on track."
My Comment: I am glad ISS agrees with my concerns, but what steps has
current management taken to put our company back on track? Hopefully, ISS
is not referring to the company's much overdue and unproven strategic plan.
The facts speak for themselves - the 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 "Mr. Benson does not dispute the poor performance and difficulties
Community Financial has faced, but he attributes them to poor decisions
made by the management team of former President Shirley Kessler."
My Comment: I am gratified Wayne Benson agrees that our company's recent
financial performance has been poor. But, I am disturbed that ISS allowed
Wayne Benson to blame Shirley Kessler's management team for all these
decisions that brought our company to its present state without inquiring
as to who was on the management team. A good leader does not blame others
for problems he has caused. The management team that made those decisions
included Wayne Benson. For Mr. Benson to point the finger at someone else
when the finger should also be pointed at him is irresponsible and
unacceptable.
o "Community Financial Corp. classifies its 11 directors into three director
classes. The full board comprises one insider and ten independent
outsiders."
My Comment: That is absolutely WRONG!! Community Financial only has 8
directors. ISS needs to get its numbers right and should get to know our
company better before it makes any recommendations. Again, does the ISS
recommendation have any credibility at all?
REMEMBER, WE STOCKHOLDERS SHOULD HAVE A VOICE IN THE AFFAIRS OF OUR COMPANY.
WE CAN MAKE A DIFFERENCE AT COMMUNITY FINANCIAL.
1
<PAGE>
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
IMPORTANT!!
PLEASE READ
IF YOU HAVE ALREADY SIGNED A WHITE PROXY CARD OR VOTED IN FAVOR OF
MANAGEMENT'S PROPOSALS BUT DESIRE TO CHANGE YOUR VOTE, PLEASE SIGN, DATE AND
RETURN TO ME THE ENCLOSED BLUE PROXY CARD. YOUR SUBSEQUENT BLUE PROXY CARD WILL
CANCEL YOUR PRIOR WHITE PROXY CARD.
<PAGE>
BARRETT R. ROCHMAN
31 Homewood
Carbondale, Illinois 62901
(800) 529-3513
April 7, 2000
IMPORTANT!!
PLEASE READ
IF YOU HAVE ALREADY SIGNED A WHITE PROXY CARD OR VOTED IN FAVOR OF
MANAGEMENT'S PROPOSALS BUT DESIRE TO CHANGE YOUR VOTE, PLEASE SIGN, DATE AND
RETURN TO YOUR BROKER OR BANK IN THE ENVELOPE PROVIDED THE ENCLOSED BLUE PROXY
CARD. YOUR SUBSEQUENT BLUE PROXY CARD WILL CANCEL YOUR PRIOR WHITE PROXY CARD.
<PAGE>
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>
AS MAILED ON APRIL 7, 2000
Barrett Rochman
P.O. Box 3074
Carbondale, IL 62902
(800) 529-3513
April 4, 2000
We have not received your blue proxy as of April 4, 2000. If you think you have
already sent it please give me a call. If you have not sent it, please fill out
the enclosed blue card and return it. Thank you.
Sincerely,
/s/ Barrett Rochman
Barrett Rochman
We need your vote to make the bank what it once was and what it should become.
