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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
[ ] Definitive Additional Materials
[X ] 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:
________________________________________________________________
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):
________________________________________________________________
4. Proposed maximum aggregate value of transaction:
________________________________________________________________
5. Total fee paid:
________________________________________________________________
[ ] 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
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1. Amount Previously Paid:
____________________________________________
2. Form, Schedule or Registration Statement No.:
____________________________________________
3. Filing Party:
____________________________________________
4. Date Filed:
____________________________________________
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[Community Financial Corp. Letterhead]
March 3, 2000
CAUTION
Dear Fellow Stockholder:
There is an important development of which you should be
aware. A dissident stockholder, Barrett Rochman, has commenced
a proxy contest in connection with this year's annual meeting
scheduled to be held on April 27, 2000, and you may soon be
receiving the dissident's proxy materials. Mr. Rochman wants to
elect himself and his hand-picked nominee to your Board of
Directors in place of the two highly qualified nominees proposed
by your Board. Mr. Rochman will also be seeking your support
for a nonbinding stockholder proposal. Our proxy materials will
be sent to you shortly. Until then, we caution you not to sign
any proxy card which this dissident may send to you.
Your Board of Directors deeply regrets that Mr. Rochman has
started what promises to be an expensive and distracting proxy
contest. We assure you that your Board is committed to
maximizing stockholder value and will continue to manage your
Company's affairs in the best interest of all of its
stockholders. In light of the proxy contest, your vote will be
extremely important, regardless of the number of shares you own.
We again urge you not to sign any proxy you may receive from the
dissident. We will keep you informed of all significant
developments.
On behalf of your Board of Directors, thank you for your
continued support.
Sincerely
/s/ Wayne H. Benson
Wayne H. Benson
President and
Chief Executive Officer
This information is furnished on behalf of Community Financial
Corp., its board of directors and management. Information
regarding the participants in Community's proxy solicitation
and their interest in such solicitation may be obtained
by reviewing Community's preliminary proxy materials
as filed with the Securities and Exchange
Commission ("SEC"). Community will shortly be
sending you definitive proxy materials which
you should read as they contain important
information. You may obtain a copy of
Community's preliminary proxy
materials and, when filed, our
definitive proxy materials,
free of charge at the
SEC's web site at
http://www.sec.gov.
If you have any questions or need assistance, please call D.F.
King & Co., Inc. which is assisting us in this matter, at 1-888-
242-8155.
