<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. 1)(1)
COMMUNITY BANCSHARES, INC.
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
20343H 10 6
(CUSIP Number)
J. Fred Kingren, Esq.
Feld, Hyde, Lyle, Wertheimer & Bryant, P.C.
2000 SouthBridge Parkway, Suite 500
Birmingham, Alabama 35209
(205) 802-7575
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
General Update
(Date of Event Which Requires Filing of this Statement)
If the Reporting Person has previously filed a Statement on Schedule
13G to report the acquisition that is the subject of this Statement on Schedule
13D, and is filing this Statement on Schedule 13D because of Rule 13d-1(e), 13d-
1(f) or 13d-1(g), check the following box [ ].
Note: Statements on Schedule 13D filed in paper format shall include a
signed original and five copies of the Statement on Schedule 13D, including all
exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 14 Pages)
- --------
(1) The remainder of this Cover Page shall be filled out for the
Reporting Person's initial filing of this Statement on Schedule 13D 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 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.
<PAGE> 2
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 2 OF 30 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
R. C. Corr, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 280,356 Shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON 10 SHARED DISPOSITIVE POWER
WITH 280,356 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
280,356 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
<PAGE> 3
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 3 OF 30 PAGES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14 TYPE OF REPORTING PERSON
IN
<PAGE> 4
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 4 OF 30 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Doris J. Corr
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 322,172 Shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON 10 SHARED DISPOSITIVE POWER
WITH 322,172 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
322,172 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
<PAGE> 5
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 5 OF 30 PAGES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
14 TYPE OF REPORTING PERSON
IN
<PAGE> 6
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 6 OF 30 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bryan A. Corr
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,333 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 183,538 Shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,333 Shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 183,538 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
188,871 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
<PAGE> 7
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 7 OF 30 PAGES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE> 8
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 8 OF 30 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tina M. Corr
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 32,176 Shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON 10 SHARED DISPOSITIVE POWER
WITH 32,176 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,176 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
<PAGE> 9
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 9 OF 30 PAGES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.8%
14 TYPE OF REPORTING PERSON
IN
<PAGE> 10
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 10 OF 30 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joan M. Currier
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 138,334 Shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON 10 SHARED DISPOSITIVE POWER
WITH 138,334 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
138,334 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
<PAGE> 11
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 11 OF 30 PAGES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
14 TYPE OF REPORTING PERSON
IN
<PAGE> 12
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 12 OF 30 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John David Currier
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES NONE
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,880 Shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON 10 SHARED DISPOSITIVE POWER
WITH 7,880 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,880 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
<PAGE> 13
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 13 OF 30 PAGES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
14 TYPE OF REPORTING PERSON
IN
<PAGE> 14
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 14 OF 30 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Christina M. Currier
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,454 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,454 Shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,454 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
<PAGE> 15
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 15 OF 30 PAGES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
14 TYPE OF REPORTING PERSON
IN
<PAGE> 16
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 16 OF 30 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oneonta Telephone Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Alabama
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 120,000 Shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON 10 SHARED DISPOSITIVE POWER
WITH 120,000 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,000 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
<PAGE> 17
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 17 OF 30 PAGES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14 TYPE OF REPORTING PERSON
CO
<PAGE> 18
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 18 OF 30 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
A. Lee Hanson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 73,648 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 73,648 Shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,648 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
<PAGE> 19
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 19 OF 30 PAGES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14 TYPE OF REPORTING PERSON
IN
<PAGE> 20
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 20 OF 30 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jimmy C. Smith
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,850 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,850 Shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,850 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
<PAGE> 21
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 21 OF 30 PAGES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1%
14 TYPE OF REPORTING PERSON
IN
<PAGE> 22
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 22 OF 30 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J. R. Whitlock, Sr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,230 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,230 Shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,230 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
<PAGE> 23
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 23 OF 30 PAGES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
14 TYPE OF REPORTING PERSON
IN
<PAGE> 24
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 24 OF 30 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William S. Wittmeier, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,260 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,260 Shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,260 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
<PAGE> 25
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 25 OF 30 PAGES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1%
14 TYPE OF REPORTING PERSON
IN
<PAGE> 26
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 26 OF 30 PAGES
INTRODUCTORY NOTE
This Amendment No. 1 to the Statement on Schedule 13D (this
"Amendment") amends the Statement on Schedule 13D filed with the Securities and
Exchange Commission on November 3, 1998, on behalf of the Corr Family Group, R.
C. Corr, Jr. and Doris J. Corr (the "Original Filing"). The Original Filing is
hereby amended to revise each of the Items indicated in this Amendment.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this Statement on Schedule 13D are R. C. Corr, Jr.,
Doris J. Corr, Bryan A. Corr, Tina M. Corr, Joan M. Currier, John David Currier,
Christina M. Currier, Oneonta Telephone Company, Inc. ("OTELCO"), A. Lee Hanson,
Jimmy C. Smith, J. R. Whitlock, Sr. and William S. Wittmeier, Jr. (individually,
a "Reporting Person", and, collectively, the "Reporting Persons").
Information with respect to each of the Reporting Persons is given
solely by such Reporting Person, and no Reporting Person assumes responsibility
for the accuracy or completeness of information furnished by another Reporting
Person. By executing this Amendment, each of the Reporting Persons agrees that
this Amendment is filed on behalf of such Reporting Person.
Certain information with respect to each of the Reporting Persons is
set forth on Schedule I, which is attached hereto and incorporated herein by
reference. The Reporting Persons are filing this Amendment because they may be
deemed a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), although each of the Reporting Persons
disclaims any membership in, and the existence of, such a group other than the
group which is comprised of R. C. Corr, Jr., Doris J. Corr, Bryan A. Corr, Tina
M. Corr, Joan M. Currier, John David Currier, Christiana M. Currier and OTELCO.
Neither the filing of this Amendment nor any statement contained herein shall be
deemed to be an admission by any of the Reporting Persons that any other group
exists.
During the past five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has any of the Reporting Persons been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and,
as a result of such proceeding, 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.
ITEM 4. PURPOSE OF TRANSACTION.
R. C. Corr, Jr., A. Lee Hanson, Jimmy C. Smith, J. R. Whitlock, Sr.
and William S. Wittmeier, Jr. have made stockholder proposals to the Issuer, in
accordance with Rule 14a-8 of the Securities and Exchange Commission, for the
purpose of amending the By-Laws of the Issuer to (i) separate the positions of
Chairman of the Board and President of the Issuer, (ii) appoint a committee of
stockholder representatives to review the actions of the Board of Directors and
management of the Issuer, (iii) restrict the composition of the Board of
Directors to Directors who are independent, with the exception of one management
representative who will be the President of the Issuer, (iv) declassify the
Board of Directors of the Issuer, and (v) require that the independent auditor
of the Issuer be a regional or national certified public accounting firm. A. Lee
Hanson, Jimmy C. Smith, J. R. Whitlock, Sr. and William S. Wittmeier, Jr. are
filing this Amendment as Reporting Persons because they may be deemed to be
members of a "group" for purposes of Section
<PAGE> 27
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 27 OF 30 PAGES
13(d)(3) of the Exchange Act, although each of them disclaims any membership in,
and the existence of, such a group as discussed in Item 2 hereof, which
discussion is hereby incorporated herein by reference.
On December 17, 1998, R. C. Corr, Jr., A. Lee Hanson, Jimmy C. Smith,
J. R. Whitlock, Sr. and William S. Wittmeier, Jr., together with Bryan A. Corr,
who is a stockholder and a Director of the Issuer, met with Kennon R. Patterson,
Sr. and Bishop K. Walker, Jr., who are the Chairman and Vice-Chairman of the
Board of the Issuer, for the purpose of addressing the concerns underlying the
above-described stockholder proposals. Each of the proponents of the
above-described stockholder proposals expressed to management of the Issuer his
individual concerns, including the excessive compensation of management and the
number of related transactions between the Issuer and various members of
management and members of their families. Management indicated at the meeting
that it would make a response to the persons present at the meeting, but did not
specify the time frame in which it would do so.
It is anticipated that each of the Reporting Persons will evaluate the
response of management of the Issuer and, depending on such response, may engage
in communications with one or more stockholders of the Issuer, one or more
officers of the Issuer and/or one or more members of the Board of Directors of
the Issuer, including, but not limited to, its operations. Without regard to
what Management's response may be, R. C. Corr, Jr. and Doris J. Corr, as
stockholders of the Issuer, have requested that the Issuer provide them with a
current list of its stockholders. The stockholder list will permit some or all
of the Reporting Persons to communicate with other stockholders of the Issuer on
matters of mutual interest, including, if necessary, the solicitation of proxies
for use in connection with the 1999 Annual Meeting of Stockholders.
The Reporting Persons have no present intention of purchasing any
additional shares of Common Stock other than the 100,000 shares of Common Stock
which R. C. Corr, Jr. attempted to acquire as discussed in Item 3 of the
Original Filing, which discussion is hereby incorporated herein by reference.
The Reporting Persons intend to review their investments in the Issuer on a
continuing basis and may, depending upon their evaluation of the Issuer's
business and prospects and the Issuer's progress toward maximizing stockholder
value, determine to increase or decrease or to dispose of their positions in the
Issuer. In making any such determination, the Reporting Persons will also take
into consideration other available business opportunities and general economic
conditions.
Except as described in this Item 4, none of the Reporting Persons has
any plans or proposals as of the date hereof that relate to or would result in,
(i) the acquisition by any person of additional securities of the Issuer or the
disposition of any such securities, (ii) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of
its subsidiaries, (iii) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries, (iv) any change in the present Board of
Directors or management of the Issuer, including any plans or proposals to
change the number or term of Directors or to fill any existing vacancies on the
Board, (v) any material change in the present capitalization or dividend policy
of the Issuer, (vi) any other material change in the Issuer's business or
corporate structure, (vii) changes in the Issuer's charter or By-Laws or other
actions which may impede the acquisition of control of the Issuer by any person,
(viii) causing a class of securities of the Issuer to be delisted from any
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association,
(ix) causing a class of equity securities of the Issuer to become eligible for
termination of registration pursuant to Section 12 (g)(4) of the Exchange Act,
and (x) any action similar to any of those enumerated in clauses (i) through
(ix) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a), (b) The Reporting Persons beneficially own an aggregate of
464,003 shares of Common Stock, constituting approximately 11.0% of the shares
of Common Stock reported by the Issuer as outstanding as of September 30, 1998.
Schedule II, which is attached hereto and incorporated herein by reference, sets
forth certain information with respect
<PAGE> 28
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 28 OF 30 PAGES
to the shares of Common Stock owned by each Reporting Person and the power of
each Reporting Person to vote or to dispose of the shares of Common Stock owned
by such Reporting Person. Each Reporting Person disclaims beneficial ownership
of the shares of Common Stock beneficially owned by each of the other Reporting
Persons except to the extent reflected in the notes to Schedule II.
(c) On October 16, 1998, R.C. Corr, Jr. attempted to acquire 100,000
shares of Common Stock as discussed in Item 3 of the Original Filing, which
discussion is hereby incorporated herein by reference.
(d) No person other than the Reporting Persons has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock beneficially owned by the Reporting
Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Of the 6,230 shares of Common Stock beneficially owned by J. R.
Whitlock, Sr., 2,475 shares are pledged by him as collateral to the Issuer in
connection with the extension to him of a $90,050 revolving line of credit by
Community Bank, a subsidiary of the Issuer. The line of credit and pledge of the
2,475 shares of Common Stock are evidenced by the document attached hereto as
Exhibit 1, which document is hereby incorporated herein by reference.
There are no other contracts, arrangements, understandings or
relationships (legal or otherwise) to which any of the Reporting Persons is a
party with respect to any shares of Common Stock except the understandings and
relationships discussed in Items 4 and 5 of this Statement on Schedule 13D,
which discussions are hereby incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Variable/Single Interest Note, Disclosure, and Security Agreement,
dated April 20, 1998, in the original principal amount of $90,050 drawn by J. R.
Whitlock Sr. to the order of Community Bank.
<PAGE> 29
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 29 OF 30 PAGES
SIGNATURES
After reasonable inquiry and to the best of his or her knowledge
and belief, each of the Reporting Persons does hereby certify that the
information set forth in this Amendment No. 1 to the Statement on Schedule 13D
is true, complete and correct.
Dated: December 29, 1998
R. C. CORR, JR.
-------------------------------
R. C. Corr, Jr.
DORIS J. CORR
-------------------------------
Doris J. Corr
BRYAN A. CORR
-------------------------------
Bryan A. Corr
TINA M. CORR
-------------------------------
Tina M. Corr
JOAN M. CURRIER
-------------------------------
Joan M. Currier
JOHN DAVID CURRIER
-------------------------------
John David Currier
CHRISTINA M. CURRIER
-------------------------------
Christina M. Currier
A. LEE HANSON
-------------------------------
A. Lee Hanson
JIMMY C. SMITH
-------------------------------
Jimmy C. Smith
J. R. WHITLOCK, SR.
-------------------------------
J. R. Whitlock, Sr.
<PAGE> 30
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 1 PAGE 30 OF 30 PAGES
WILLIAM S. WITTMEIER, JR.
-------------------------------
William S. Wittmeier, Jr.
ONEONTA TELEPHONE COMPANY, INC.
By: BRYAN A. CORR
-----------------------------
Bryan A. Corr,
Its President and
Chief Executive Officer
<PAGE> 31
SCHEDULE I
INFORMATION RELATING TO THE REPORTING PERSONS
<TABLE>
<CAPTION>
Principal Business Address
of Corporation
or Organization in
Name and Business Present Principal Which Principal
or Residence Address Occupation of Occupation of Reporting
of Reporting Person Reporting Person Person is Conducted
- -------------------- ----------------- --------------------------
<S> <C> <C>
R.C. Corr, Jr. (1) Chairman of the Board and 600 Third Avenue East
600 Third Avenue East Employee - Oneonta Telephone Oneonta, Alabama 35121
Oneonta, Alabama 35121 Company, Inc. (4)
Employee - North Alabama
Cellular, LLC (5)
Doris J. Corr (1) Vice President, Secretary, 600 Third Avenue East
600 Third Avenue East Treasurer, Director and Employee Oneonta, Alabama 35121
Oneonta, Alabama 35121 - Oneonta Telephone Company,
Inc. (4)
Employee - North Alabama
Cellular, LLC (5)
Bryan A. Corr (1) (2) President, Chief Executive Officer, 600 Third Avenue East
600 Third Avenue East Director and Employee - Oneonta, Alabama 35121
Oneonta, Alabama 35121 Oneonta Telephone Company, Inc.
(4)
Employee - North Alabama
Cellular, LLC (5)
Tina M. Corr (2) Employee - Oneonta Telephone 600 Third Avenue East
600 Third Avenue East Company, Inc. (4) Oneonta, Alabama 35121
Oneonta, Alabama 35121
Employee - North Alabama
Cellular, LLC (5)
Joan M. Currier (1) (3) President, Secretary, Treasurer, 100 Fourth Avenue West
600 Third Avenue East Director and Employee - Comfort Oneonta, Alabama 35121
Oneonta, Alabama 35121 Lifestyles, Inc. (6)
John David Currier (3) President, Secretary, Treasurer, 1712-A Second Avenue East
600 Third Avenue East Director and Employee - Quality Oneonta, Alabama 35121
Oneonta, Alabama 35121 Transit Sales, Inc. (7)
Christina M. Currier (3) Full-time Student - Foy Student Union
600 Third Avenue East Auburn University Auburn, Alabama 36830
Oneonta, Alabama 35121
</TABLE>
<PAGE> 32
<TABLE>
<CAPTION>
Principal Business Address
of Corporation
or Organization in
Name and Business Present Principal Which Principal
or Residence Address Occupation of Occupation of Reporting
of Reporting Person Reporting Person Person is Conducted
- -------------------- ----------------- --------------------------
<S> <C> <C>
Oneonta Telephone Company, Inc. (4) 600 Third Avenue East
600 Third Avenue East Oneonta, Alabama 35121
Oneonta, Alabama 35121
A. Lee Hanson Private Investor No. 5 Greenbriar Lane
No. 5 Greenbriar Lane Oneonta, Alabama 35121
Oneonta, Alabama 35121
Jimmy Charles Smith President and Employee - 1630 2nd Avenue East
1630 2nd Avenue East Jimmy Smith Chev-Olds, Inc. (8) Oneonta, Alabama 35121
Oneonta, Alabama 35121
J. R. Whitlock, Sr. Location Manager and Employee - 3410 Rocky Hollow Road
3410 Rocky Hollow Road Austin Powder Company (9) Blountsville, Alabama 35031
Blountsville, Alabama 35031
William S. Wittmeier, Jr. President, Secretary, Director and 1 Creek Side Way S.W.
1 Creek Side Way S.W. Employee - Rome, Georgia 30165
Rome, Georgia 30165 Wittmeier Real Estate Services,
Inc. (10)
</TABLE>
- ---------------------
(1) R. C. Corr, Jr. and Doris J. Corr are spouses. Bryan A. Corr and Joan M.
Currier are the children of R. C. Corr, Jr. and Doris J. Corr.
(2) Bryan A. Corr and Tina M. Corr are spouses.
(3) Joan M. Currier and John David Currier are spouses. Christina M. Currier is
the child of Joan M. Currier and John David Currier.
(4) All of the outstanding shares of Class A Common Stock, par value $.10 per
share (i.e., voting shares), of Oneonta Telephone Company, Inc., an Alabama
corporation ("OTELCO"), are held by Doris J. Corr and Bryan A. Corr. R. C.
Corr, Jr., Doris J. Corr and Joan M. Currier serve OTELCO in the positions
indicated in this Schedule I. There are no other officers or Directors of
OTELCO. The principal business of OTELCO is providing local telephone
service through a local exchange network, long-distance telephone service,
cable television, dial-up Internet access and advertising in Oneonta,
Alabama and surrounding areas.
(5) North Alabama Cellular, LLC ("NACELL") is a 98%-owned subsidiary of OTELCO.
The principal business of NACELL is operating, acquiring, constructing and
disposing of cellular telephone systems in North Alabama.
I-2
<PAGE> 33
(6) The principal business of Comfort Lifestyles, Inc. is the operation of a
domiciliary in Oneonta, Alabama.
(7) The principal business of Quality Transit Sales, Inc. is the sale of
medium- to heavy-duty trucks in Oneonta, Alabama.
(8) The principal business of Jimmy Smith Chev-Olds, Inc. is the operation of a
new car dealership selling Chevrolet, Chrysler, Plymouth, Dodge, Jeep-Eagle
and Oldsmobile vehicles in Oneonta, Alabama.
(9) The principal business of Austin Powder Company is the manufacture, sale
and distribution of commercial explosives.
(10) The principal business of Wittmeier Real Estate Services, Inc. is
performing real estate appraisals in the Rome, Georgia area.
I-3
<PAGE> 34
SCHEDULE II
INFORMATION RELATING TO BENEFICIAL OWNERSHIP OF
SHARES OF COMMON STOCK OF THE ISSUER
BY THE REPORTING PERSONS
<TABLE>
<CAPTION>
Number and
Percentage of Number of Shares of Number of Shares of
Shares of Common Stock With Common Stock With
Common Stock Respect to Which the Respect to Which the
Beneficially Owned Reporting Person Has Reporting Person Has
Name of -------------------------------- Sole Voting and Shared Voting and
Reporting Person Number Percentage(1) Dispositive Power Dispositive Power
---------------- ------ ---------- -------------------- --------------------
<S> <C> <C> <C> <C>
R. C. Corr, Jr. 280,356 (2) 6.6% - 280,356
Doris J. Corr 322,172 (3) 7.6% - 322,172
Bryan A. Corr 188,871 (4) 4.5% 5,333 183,538
Tina M. Corr 32,176 (5) * - 32,176
Joan M. Currier 138,334 (6) 3.3% - 138,334
John David Currier 7,880 (7) * - 7,880
Christina M. Currier 10,454 * 10,454 -
Oneonta Telephone Company, 120,000 2.8% - 120,000
Inc.
A. Lee Hanson 73,648 1.7% 73,648 -
Jimmy C. Smith 4,850 * 4,850 -
J. R. Whitlock, Sr. 6,230 * 6,230 -
William S. Wittmeier, Jr. 1,260 * 1,260 1,260
R. C. Corr, Jr., Doris J. Corr, 378,015 8.9% 15,787 362,228
Bryan A. Corr, Tina M. Corr,
Joan M. Currier, John David
Currier, Christina M. Currier
and Oneonta Telephone
Company, Inc. as a Group
</TABLE>
- ----------
(1) Percentages are determined on the basis of 4,231,320 shares of Common Stock
reported by the Issuer as being outstanding on September 30, 1998.
(2) Includes (i) 160,356 shares held with Doris J. Corr as a joint tenant with
right of survivorship and (ii) 120,000 shares held by Oneonta Telephone
Company, Inc. ("OTELCO").
(3) Includes (i) 160,356 shares held with R.C. Corr, Jr. as a joint tenant with
right of survivorship, (ii) 10,454 shares held as Co-
<PAGE> 35
Custodian with Bryan A. Corr for her minor granddaughter, Lauren M. Corr,
(iii) 10,454 shares held as Co-Custodian with Bryan A. Corr for her minor
granddaughter, Kelly B. Corr, ( iv) 10,454 shares held as Co-Custodian with
Bryan A. Corr for her minor grandson, Bryan A. Corr, Jr., (v) 10,454 shares
held as Co-Custodian with Joan M. Currier for her minor grandson, John D.
Currier, Jr., and (vi) 120,000 shares held by OTELCO.
(4) Includes (i) 32,176 shares held with Tina M. Corr as a joint tenant with
right of survivorship, (ii) 10,454 shares held as Co-Custodian with Doris
J. Corr for his minor daughter, Lauren M. Corr, (iii) 10,454 shares held as
Co-Custodian with Doris J. Corr for his minor daughter, Kelly B. Corr, (iv)
10,454 shares held as Co-Custodian with Doris J. Corr for his minor son,
Bryan A. Corr, Jr., (v) 5,333 shares subject to currently exercisable stock
options, and (vi) 120,000 shares held by OTELCO.
(5) Held with Bryan A. Corr as a joint tenant with right of survivorship.
(6) Includes (i) 7,880 shares held with John David Currier as a joint tenant
with right of survivorship, (ii) 10,454 shares held as Co-Custodian with
Doris J. Corr for her minor son, John D. Currier, Jr., and (iii) 120,000
shares held by OTELCO.
(7) Held with Joan M. Currier as a joint tenant with right of survivorship.
* Less than 1%.
II-2
<PAGE> 1
EXHIBIT 1
<PAGE> 2
<TABLE>
<S> <C> <C> <C>
COMMUNITY BANK - ONEONTA J R WHITLOCK, SR. Loan Number 2022892
P O BOX 370 9 GREENBRIAR LN Date 04/20/1998
ONEONTA, AL 35121 ONEONTA, AL 35121 Maturity Date 04/20/1999
Loan Amount $90,050.00
LENDER'S NAME AND ADDRESS BORROWER'S NAME AND ADDRESS Renewal Of ___________
"You" means the Lender, "I" includes each Borrower above, ###-##-####
its successors and assigns. jointly and severally
TERMS FOLLOWING A [ ] APPLY ONLY IF CHECKED
NOTE - For value received, I promise to pay to you, or your order, at your address above, the principal sum of:
-------------------
NINETY THOUSAND FIFTY AND 00/100 Dollars $90,050.00,
- -------------------------------------------------------------------------------------------------------------- -----------
plus interest from APRIL 20, 1998 at the rate of 9.500% per year until 04/20/1999
----------------------------- --------------------- -----------------------------.
ADDITIONAL FINANCE CHARGES - [ ] I agree to pay a refundable interest surcharge fee of $________________. [ ] I agree to pay a
processing fee of $________________.
The processing fee is [ ] refundable. [ ] nonrefundable. Fees will be [ ] paid in cash [ ] paid pro rata over the term of the loan.
[ ] withheld from the proceeds. (Fees withheld from the proceeds are included in the principal sum).
[ ] VARIABLE RATE - The rate above may change so as always to be __________________________________________________________________
_______________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________
___________. The interest rate may not change more than _____________% each ___________________________________________________
The annual interest rate in effect on the note will not at any time be more than ________% or less than _______%. The interest
rate in effect on this note may change (as often as) ________________________________ (assuming there is a change in the base
rate) and an increase in the interest rate will cause an increase in [ ] the amount of each scheduled payment. [ ] the amount
due at maturity. [ ] the number of payments.
PAYMENT. I will pay this note as follows:
(a) [X] Interest due: AT MATURITY 04/20/1999
--------------------------------------------------------------------------------------------------------
Principal due: ________________________________________________________________________________________________________
(b) [ ] This note has ______ payments. The first payment will be in the amount of $____________ and will be due _______________
___________________. A payment of $_____________ will be due on the _______ day of each ___________________________________
thereafter. The final payment of the entire unpaid balance of principal and interest will be due _________________________.
INTEREST - Interest accrues on a DAILY basis. POST MATURITY INTEREST - Interest will accrue after maturity on
------------------- the unpaid balance of this note on the same basis as interest
[ ] MINIMUM INTEREST CHARGE - I agree to pay a minimum interest accrues before maturity, unless a specific post-maturity
charge of $__________ if I pay this loan off before you have interest rate is agreed to in the next sentence.
earned that much in interest.
[X] LATE CHARGE - I agree to pay a late charge on the portion of [ ] Interest will accrue at the rate of ______________% per year
any payment made more than 15 days after it is due equal to on the balance of this note not paid at maturity, including
------ maturity by acceleration.
5% OF BALANCE NOT TO EXCEED $100.00.
- ---------------------------------------------------------------. THE PURPOSE OF THIS LOAN IS LINE OF CREDIT
-----------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
SECURITY - You have certain rights that may affect my property as explained on page 2. This loan [X] is [ ] is not further secured.
(a) [X] This loan is secured by STOCK POWER, dated 4/20/98.
----------- -------
(b) [X] Security Agreement - I give you a security interest in the Property described below. The rights I am giving you in
this Property and the obligations this agreement secures are defined on page 2 of this agreement.
275 SHARES COMMUNITY BANCSHARES INC STOCK CERT # 252
550 SHARES CERT # 1705 515 SHARES CERT # 3240
750 SHARES CERT # 1778 60 SHARES CERT # 3772
700 SHARES CERT # 2368 65 SHARES CERT # 3993
200 SHARES CERT # 2662 3115 SHARES CERT # 5647
This Property will be used for BUSINESS purposes.
----------------
ANNUAL PERCENTAGE RATE FINANCE CHARGE AMOUNT FINANCED TOTAL OF PAYMENTS I have the right to receive at
The cost of my credit The dollar amount the The amount of credit The amount I will have this time an itemization of
as a yearly rate credit will cost me provided to me or paid when I have made all the Amount Financed
on my behalf scheduled payments. XX YES - I want
9.561% $8,604.75 $90,000.00 $98,604.75 -------- an itemization.
- --------------------------------------------------------------------------------------------------- NO - I do not want
My Payment Schedule will be: -------- an itemization.
- -----------------------------------------------------------------------------------------------------------------------------------
Number of Payments Amount of Payments When Payments Are Due
- -----------------------------------------------------------------------------------------------------------------------------------
1 $98,604.75 04/20/1999 "e" means an estimate.
- -----------------------------------------------------------------------------------------------------------------------------------
$ $ .00 Filing Fees
- -----------------------------------------------------------------------------------------------------------------------------------
$ $ .00 Nonfiling Insurance
- -----------------------------------------------------------------------------------------------------------------------------------
$
- -----------------------------------------------------------------------------------------------------------------------------------
[X] This note has a demand feature. [X] This note is payable on demand and all disclosures are based on an assumed maturity of one
year
[ ] Variable Rate [ ] My loan contains a variable rate feature. Disclosures about the variable rate feature have been provided to
(Check One) me earlier.
[ ] The annual percentage rate may increase during the term of this transaction if ____________________________
___________________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________
Any increase will take the form of ________________________________________________________________________________________________
If the rate increases by __________________% in ___________________________, the __________________________________________________
will increase to _________________________. The rate may not increase more often than once _____________, and may not increase more
than ____________% each _______________________________________________________. The rate will not go above _____________________%.
Security - I am giving security interest in: [X] (brief description of other property)
[ ] the goods or property being purchased. STOCK
[X] collateral securing other loans with you may also secure this loan.
</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C>
[ ] Required Deposit - The annual percentage rate does not take into account my required deposit.
Prepayment - If I pay off this note early, I [ ] may [XX] will not have to pay a penalty.
[ ] If I pay off this note early, I may be entitled to a refund of part of the interest surcharge.
[XX] If I pay off this note early, I [ ] may [XX] will not be entitled to a refund of part of the processing fee.
[XX] Assumption - Someone buying the property securing this obligation cannot assume the remainder of the obligation on the
original terms.
I can see my contract documents for any additional information about nonpayment, default, any required repayment before the
scheduled date, and prepayment refunds and penalties.
CREDIT INSURANCE - Credit life insurance and credit disability insurance are not
required to obtain credit, and will not be provided unless I sign and agree to pay the
additional costs.
- -------------------------------------------------------------------------------------
Type Premium Term
- -------------------------------------------------------------------------------------
Credit Life NA NA
- -------------------------------------------------------------------------------------
Credit Disability NA NA
- -------------------------------------------------------------------------------------
Joint Credit Life NA NA
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
I [ ] do [XX] do not want credit life insurance.
I [ ] do [XX] do not want credit disability insurance.
I [ ] do [XX] do not want joint credit life insurance.
I [ ] do [ ] do not want insurance
-----------------------------------------
X DOB 00/00/0000
- -------------------------------------------------------------------------------------
X DOB
- -------------------------------------------------------------------------------------
PROPERTY INSURANCE - I may obtain property insurance from anyone I want that is
acceptable to you, or may provide it through an existing policy. If I get the
insurance from or through you I will pay $___________________
for _________________ of coverage.
SINGLE INTEREST INSURANCE - I may obtain single interest insurance from anyone
I want that is acceptable to you, or may provide it through an existing policy.
If I get the insurance from or through you I will pay $__________________
for _______________ of coverage.
(Optional)
Signed __________________________________________________ For Lender (SEAL)
Title ____________________________________________________________________
VARIABLE/SIMPLE INTEREST NOTE, DISCLOSURE, AND SECURITY AGREEMENT
(C) 1981, 1988 Bankers Systems, Inc. St. Cloud MN (1-800-397-2341)
Form NDaS-VSI-AL 9/10/94
[Recycle Logo]
"Right to receive money from you" means:
(a) Any deposit account balance I have with you;
(b) Any money owed to me on an item presented to you or in your possession
for collection or exchange; and
(c) Any repurchase agreement or other nondeposit obligation.
"Any amount due and payable under this note" means the total amount of
which you are entitled to demand payment under the terms of this note at the
time you set off. This total includes any balance the due date for which you
property accelerate under this note.
If my fight to receive money from you is also owned by someone who has
not agreed to pay this note, your right of set-off will apply to my interest
in the obligation and to any other amounts I could withdraw on my sole request
or endorsement. Your right of set-off does not apply to an account or other
obligation where my rights arise only in a representative capacity. It also
does not apply to any individual Retirement Account or other tax-deferred
retirement account.
You will not be liable for the dishonor of any check when the dishonor
occurs because you set off this debt against any of my accounts. I agree to
hold you harmless from any such claims arising as a result of your exercise
of your right of set-off.
OTHER SECURITY - Any present or future agreement securing any other debt I
owe you also will secure the payment of this loan. Property securing another
debt will not secure this loan if such property is my principal dwelling
and you fail to provide any required notice of right of rescission. Also,
property securing another debt will not secure this loan to the extent such
property is in household goods.
OBLIGATIONS INDEPENDENT - I understand that my obligation to pay this loan is
independent of the obligation of any other person who has also agreed to pay
it. You may, without notice, release me or any of us, give up any right you
may have against any of us, extend new credit to any of us, or renew or change
this note one or more times and for any term, and I will still be obligated
to pay this loan. You may, without notice, fail to perfect your security
interest in, impair, or release any security and I will still be obligated
to pay this loan.
WAIVER - I waive (to the extent permitted by law) demand, presentment,
protest, notice of dishonor and notice of protest.
PRIVACY - I agree that from time to time you may receive credit information
about me from others, including other lenders and credit reporting agencies.
I agree that you may furnish on a regular basis credit and experience
information regarding my loan to others seeking such information. To the
extent permitted by law, I agree that you will not be liable for any claim
arising from the use of information provided to you by others or for
providing such information to others.
FINANCIAL STATEMENTS - I will give you any financial statements or information
that you feel is necessary. All financial statements and information I give
you will be correct and complete.
PURCHASE MONEY LOAN - If this is a Purchase Money Loan, you may include the
name of the seller on the check or draft for this loan.
ITEMIZATION OF AMOUNT FINANCED
AMOUNT GIVEN TO ME DIRECTLY $ 90,000.00
-------------
AMOUNT PAID ON MY (LOAN) ACCOUNT $
-------------
ORIGINATION FEE $ 50.00
-------------
MOUNTS PAID TO OTHERS ON MY BEHALF:
to Insurance Companies $
-------------
to Public Officials $
-------------
$
- ----------------------------------- -------------
$
- ----------------------------------- -------------
$
- ----------------------------------- -------------
(less) PREPAID FINANCE CHARGE(S) $ 50.00
-------------
Amount Financed $ 90,000.00
-------------
(Add all items financed and subtract prepaid finance charges.)
- --------------------------------------------------------------------------------
Signatures and Seals: in witness whereof, I have signed my name and affixed
my seal on this 20 day of April 1998. By doing so, I agree to the terms of this
note and security agreement (including those on page 2) and acknowledge receipt
of at least one copy on today's date.
COSIGNERS - SEE NOTICE ON PAGE 2 BEFORE SIGNING.
CAUTION - IT IS IMPORTANT THAT YOU THOROUGHLY READ THE CONTRACT BEFORE
YOU SIGN IT.
Signature /s/ J. R. WHITLOCK, SR. (SEAL)
---------------------------------------------------------------------
J. R. WHITLOCK, SR.
Signature (SEAL)
----------------------------------------------------------------------
CONSUMER LOAN - NOT FOR OPEN-END CREDIT
(page 1 of 2)
Attach FTC "Preservation of Consumer Claims
and Defenses" Notice if Applicable
(page 2 of 2)
</TABLE>
