SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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[ ] 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-12
COMMUNITY FINANCIAL CORP.
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(Name of Registrant as Specified In Its Charter)
BARRETT R. ROCHMAN
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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<PAGE>
BARRETT R. ROCHMAN
31 Homewood
Carbondale, Illinois 62901
(800) 529-3513
March 22, 2000
Dear Fellow Stockholders:
LOOK AT THE FACTS - THEY SPEAK FOR THEMSELVES
I, like you, have received Community Financial's white proxy statement
and letters to stockholders. Quite frankly, I find it interesting that the board
has not responded to my concerns about Community Financial's lackluster
financial performance and stock price. The reason: I don't think the board has a
plausible answer. THE FACTS SPEAK FOR THEMSELVES.
The facts speak for themselves - The current directors have received stock and
options - who has benefited?
As I stated in my BLUE proxy statement, even though Community
Financial's return on average assets and return on average equity are below its
peer group's averages, and even though Community Financial's stock price is now
below its initial public offering price of $10, our directors and executive
officers have seemingly had no difficulty accepting stock the past two years
from Community Financial. While it may be true that the stock was issued to the
directors and executive officers in accordance with plans approved by
stockholders, I think the directors and executive officers should have declined
to accept the stock when the financial performance and stock price of Community
Financial during the past few years have been mediocre, at best.
The directors and executive officers received restricted stock in 1999
and 2000 totaling 38,261 shares, with two-thirds of the shares being granted on
January 14, 2000. Based upon the last trade of Community Financial common stock
of $9-13/16, as reported by Nasdaq on March 20, 2000, these shares have a total
value of approximately $375,000. Do you realize that, according to information
provided in Community Financial's proxy statement, the amount of restricted
stock received by our company's directors and executive officers in 2000
represents more than a 100% increase in the amount of restricted stock received
by such directors and executive officers in 1999? Add to this the fact that the
directors and executive officers also currently have options to acquire a total
of 158,697 shares of Community Financial common stock. The attached enclosure
provides more detail on certain stock and options they have received.
I ask you - has our stockholder value been enhanced by the directors
and executive officers having received these shares and options?
-1-
<PAGE>
The facts speak for themselves - Wayne Benson received a $30,000 salary increase
The board's white proxy statement relating to the upcoming annual
meeting indicates that during 1999, our President, Mr. Wayne Benson, received an
annual salary of $100,000. The proxy statement also discusses Mr. Benson's
employment agreement with Community Financial and Community Bank & Trust, N.A.
Under his current employment agreement, Mr. Benson will now receive an annual
base salary of $130,000. That means Wayne Benson will receive $30,000 more in
salary this year as compared to last year. Imagine that, although Mr. Benson has
publicly stated that he was disappointed in our company's 1999 financial
results, he was not disappointed enough to accept a 30% pay raise. Do you think
Community Financial would be able to afford Mr. Benson's pay raises in the event
he ever becomes happy with the financial results of our company? And, what can
our board of directors be thinking when approving a significant salary increase
for our President when the 1999 financial results and stock price of Community
Financial have been disappointing?
The board of directors and Wayne Benson continue to spend our money.
And, what do we receive in return - financial results that are below
comparably-sized bank holding companies and a sagging stock price. I say now is
the time to make some changes with the board of Community Financial.
The facts speak for themselves - Mr. Benson's and your board's decisions will
cost stockholders money
In a recent letter to you, Community Financial claimed that I want you
to pay for my costs associated with the present proxy context. It would be nice
if Community Financial would tell you the whole story and not just part of it.
Let me fill you in on several important details.
First, on January 11, 2000, I met informally with Mr. Benson to discuss
the possibility of two others and myself becoming directors of Community
Financial. Unfortunately, after the meeting, Mr. Benson refused to talk to me
again about appointing me to the board of directors. Is that the way our
President should treat stockholders, the people who own the company? I am one of
the largest stockholders of Community Financial and received this kind of
treatment - imagine how unresponsive Mr. Benson would be to a stockholder owning
100 or 1,000 shares! I tried to avoid this proxy contest by asking Community
Financial to appoint me to the board of directors. What are the directors afraid
of? I think they probably don't want someone like me within their inner circle
who will make them accountable and responsive to stockholders.
Second, my estimated proxy solicitation expenses of $75,000 would be
paid by Community Financial only if approved by Community Financial. My expenses
would not be paid automatically. But, in order to eliminate this issue, I have
decided not to seek reimbursement for my expenses in this proxy contest - I will
pay these expenses myself. I challenge the directors to accept somewhat similar
terms. That is, since they could have avoided this whole proxy contest by
appointing me to the board of directors, I challenge the directors to pay
Community Financial's proxy expenses out of their own pockets if they lose this
proxy contest.
Considering the expenses associated with this proxy contest, I doubt
whether the board is willing to use their own money to fund such costs. Simply
look at Community Financial's proxy statement that you just received. The board
has hired D.F. King & Co., Inc. from New York City to help them solicit proxies
for the upcoming annual meeting. The board's white proxy statement states that
D.F. King & Co. will use 25 of its employees to solicit proxies and will be paid
$40,000 plus expenses. The board's white proxy statement further provides that
Community Financial's total expenses for the solicitation of proxies for the
annual meeting (including D.F. King's expenses) are estimated at $150,000 plus
the amount it would normally spend
-2-
<PAGE>
for its annual meeting of stockholders. Following the annual meeting, I intend
to verify the amount actually spent by the board.
The long and the short of it is, this proxy contest was totally
avoidable. However, Wayne Benson and your board of directors have decided to
spend your money for their principles.
In my view, it is time for a change at Community Financial. Call me
old-fashioned, but I like to think stockholders can still have input in their
company. I will continue to solicit your proxy to vote your shares at the
upcoming annual meeting of stockholders and would greatly appreciate and be
honored with your support.
Together, 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,
Barrett R. Rochman
IMPORTANT -- If you own your shares directly and hold your stock
certificate, please sign and return to me the BLUE proxy card that I sent to you
earlier. If you need another BLUE proxy card or if you already returned a white
proxy card to Community Financial and want to instead support the election of
Michael Nadler and me as well as my stockholder proposal, please call me and I
will send you a new BLUE proxy card. If your stock is held through a bank, stock
broker, trustee or other nominee, you must use the proxy card provided by the
bank, stock broker, trustee or other nominee in order for your shares to be
counted at the annual meeting. Please do not sign or return a white proxy card
to Community Financial.
-3-
<PAGE>
BARRETT R. ROCHMAN
31 Homewood
Carbondale, Illinois 62901
(800) 529-3513
March 22, 2000
IMPORTANT!!
PLEASE READ
LOOK AT THE FACTS - THEY SPEAK FOR THEMSELVES
The following is the information regarding certain issuances of
Community Financial stock and options to directors and executive officers
referenced in my attached letter dated March 22, 2000:
<TABLE>
<CAPTION>
Number of Shares (1)
Name of Director or Officer 1999 2000 Number of Shares (2)
- --------------------------- ---- ---- --------------------
<S> <C> <C> <C>
Michael F. Bauman 793 1,586 9,918
Wayne H. Benson 2,518 5,036 38,617
Roger A. Charleston 793 1,586 9,918
Gary L. Graham 423 1,693 5,290
Roger L. Haberer 423 1,693 5,290
Brad A. Jones 793 1,586 9,918
Shirley B. Kessler 3,111 6,222 43,378
C. Richard King 793 1,586 9,918
Douglas W. Thompson 2,518 5,036 26,450
TOTAL 12,165 26,024 158,697
</TABLE>
(1) Reflects vesting of shares of restricted stock awarded to these
individuals under Community Financial's management recognition plan.
This information was obtained from Schedule B to Community Financial's
definitive proxy statement relating to its 2000 annual meeting of
stockholders filed with the Securities and Exchange Commission.
(2) Reflects number of shares of common stock that may be acquired by the
individuals named upon the exercise of stock options which are
exercisable within 60 days from March 10, 2000. This information was
obtained from Community Financial's definitive proxy statement relating
to its 2000 annual meeting of stockholders.
