UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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 19, 2000
--------------------------------------------------------
(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
100,100(1)
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 22,300(2)
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
100,100(1)
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
22,300(2)
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,740(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 100,100 shares directly. In addition to the 100,100
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) 122,400 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. 6 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.
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
As indicated on Line 4 of the Cover Page of this Amendment,
<PAGE>
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 $1,226,277. 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 bank loans in the amount of
approximately $500,000 from the First National Bank & Trust
Company, Carbondale, Illinois at an annual interest rate of
8.25% and for a term of four years. Mr. Rochman has obtained
margin credit in the amount of approximately(i) $127,732
from J.E. Liss Financial Services at a floating interest
rate based on prime rate, and (ii) $154,089 from Tucker
Anthony Incorporated at a floating interest rate based on
prime rate. The agreements describing Mr. Rochman's
transactions with First National Bank & Trust Company, J.E.
Liss Financial Services and Tucker Anthony Incorporated
previously were filed as exhibits 1,2,3 and 4 to Amendment
No. 2 to this Schedule 13D. In addition, Mr. Rochman, the
Boo Rochman Charitable Corp., the Rochman Family Investment
and Marilyn Rochman have used approximately $444,456 of
their respective funds 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
<PAGE>
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.
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. Copies of such additional
definitive soliciting materials are attached hereto as
exhibits.
On April 7, 2000 Mr. Rochman filed additional definitive
soliciting materials with the Commission. Copies of such
additional definitive soliciting materials are attached hereto
as an exhibit.
On April 19, 2000 Mr. Rochman filed additional definitive
soliciting materials with the Commission. Copies 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 128,740 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).
<PAGE>
(b) Mr. Rochman has sole power to vote and dispose of 100,100
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
100,100 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:
(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 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 $9-1/4 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
<PAGE>
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
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 30, 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
Mr. Rochman
Boo Rochman
Charitable Corp. February 8, 2000 1,000 $11-1/2 Off the market transfer to
Mr. 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
<PAGE>
(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
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 with J.E. Liss Financial
Services
Exhibit 4* Client's Margin Account with Tucker Anthony
Incorporated
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
Exhibit 13** Additional Definitive Soliciting Materials filed
with the Securities and Exchange Commission by
Barrett R. Rochman on April 19, 2000
- ----------------
* Previously filed as an exhibit to an amendment to Schedule 13D
** Filed herewith
<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 19, 2000
<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 with
J.E. Liss Financial Services
Exhibit 4* Client's Margin Account with Tucker Anthony
Incorporated
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
Exhibit 13** Additional Definitive Soliciting
Materials filed with the Securities
and Exchange Commission by Barrett
R. Rochman on April 19, 2000
- ----------------
* Previously filed as an exhibit to an amendment to Schedule 13D
** Filed herewith
<PAGE>
EXHIBIT 13
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>
March 12, 2000
Mr. Barrett R. Rochman
1345 East Park Street
Carbondale, Illinois 62901
Dear Mr. Rochman:
I am pleased to enclose my proxy. Even though I am a nominal shareholder (100
shares) I too, have been concerned about the performance of Community Financial
Corp. The continued rewarding of directors and senior management in spite of
unacceptable performance levels is simply not acceptable.
I was in the banking business for a number of years taking an early retirement
as President of Norwest Bank in Iowa, now Wells Fargo. I spent about two years
with the FDIC in Chicago, division of liquidation, in charge of liquidating
agricultural loans of failed banks. I was recruited to the position of President
of the First Community Bank of West Frankfort. After making some adjustments in
personnel and procedures we sold the bank to the Dierberg group in St. Louis. I
subsequently was recruited and became President of The Olney Trust Bank in
Olney, Illinois. Upon accepting that position the stock value was increased from
$47.00 a share in 1990 to $240.00 a share in 1996. The stock has since split 10
for 1. I retired from the bank in March of 1996.
If I can be of any assistance in your quest for better performance of Community
Financial Corp., please let me know.
Sincerely,
/s/ John S. Zdychnec
John S. Zdychnec
<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>
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.
<PAGE>
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
<PAGE>
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.
