<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. 2)(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 31 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 od 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. 2 PAGE 2 OF 31 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. 2 PAGE 3 OF 31 PAGES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14 TYPE OF REPORTING PERSON
IN
<PAGE> 4
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 4 OF 31 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. 2 PAGE 5 OF 31 PAGES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE> 6
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 6 OF 31 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 6,667 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 183,538 Shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,667 Shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 183,538 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
190,205 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
<PAGE> 7
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 7 OF 31 PAGES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
14 TYPE OF REPORTING PERSON
IN
<PAGE> 8
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 8 OF 31 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. 2 PAGE 9 OF 31 PAGES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.7%
14 TYPE OF REPORTING PERSON
IN
<PAGE> 10
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 10 OF 31 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. 2 PAGE 11 OF 31 PAGES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14 TYPE OF REPORTING PERSON
IN
<PAGE> 12
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 12 OF 31 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. 2 PAGE 13 OF 31 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. 2 PAGE 14 OF 31 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. 2 PAGE 15 OF 31 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. 2 PAGE 16 OF 31 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corr, Inc. (f/k/a 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 [ ]
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CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 17 OF 31 PAGES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
14 TYPE OF REPORTING PERSON
CO
<PAGE> 18
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 18 OF 31 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. 2 PAGE 19 OF 31 PAGES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14 TYPE OF REPORTING PERSON
IN
<PAGE> 20
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 20 OF 31 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 [ ]
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CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 21 OF 31 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. 2 PAGE 22 OF 31 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. 2 PAGE 23 OF 31 PAGES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1%
14 TYPE OF REPORTING PERSON
IN
<PAGE> 24
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 25 OF 31 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. 2 PAGE 25 OF 31 PAGES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.01%
14 TYPE OF REPORTING PERSON
IN
<PAGE> 26
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 26 OF 31 PAGES
INTRODUCTORY NOTE
This Amendment No. 2 to Statement on Schedule 13D (this "Amendment No.
2") is filed with the Securities and Exchange Commission ("SEC" or the
"Commission") by R. C. Corr, Jr., Doris J. Corr, Bryan A. Corr, Tina M. Corr,
Joan M. Currier, John David Currier, Christina M. Currier, Corr, Inc. (f/k/a
Oneonta Telephone Company, Inc.), A. Lee Hanson, Jimmy C. Smith, J. R.
Whitlock, Sr. and William S. Wittmeier, Jr., as joint filers (individually, a
"Reporting Person, and, collectively, the "Reporting Persons"), with respect to
the shares of the Common Stock, par value $.10 per share, of Community
Bancshares, Inc., a Delaware corporation (the "Issuer").
This Amendment No. 2 amends Items 2, 4, 5 and 7 of the Statement on
Schedule 13D filed by certain of the Reporting Persons, as joint filers, on
November 3, 1998 (the "Original Filing"), and Amendment No. 1 thereto filed by
the Reporting Persons, as joint filers, on December 31, 1998.
The Reporting Persons are filing this Amendment No. 2 because they may
be deemed to be a "group" for purposes of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Each of the Reporting
Persons disclaims any membership in, and the existence of, such a group other
than the Corr Family Group (as hereinafter defined) and the Stockholders for
Integrity and Responsibility (as hereinafter defined). The Corr Family Group is
comprised of R. C. Corr, Jr., Doris J. Corr, Bryan A. Corr, Tina M. Corr, Joan
M. Currier, John David Currier, Christina M. Currier and Corr, Inc. The
Stockholders for Integrity and Responsibility is a group comprised of R. C.
Corr, Jr., Doris J. Corr, Bryan A. Corr, Joan M. Currier, John David Currier, A.
Lee Hanson, Jimmy C. Smith, J. R. Whitlock, Sr. and William S. Wittmeier, Jr.
Accordingly, the Reporting Persons include persons who are members of the Corr
Family Group, the Stockholders for Integrity and Responsibility or both.
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 No. 2, each of the Reporting Persons agrees
that this Amendment No. 2 is filed on behalf of such Reporting Person.
ITEM 2. IDENTITY AND BACKGROUND.
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. 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. Each of the Reporting Persons, with the exception of Corr,
Inc., is a citizen of the United States of America. Corr, Inc. is an Alabama
corporation.
ITEM 4. PURPOSE OF TRANSACTION.
On November 24, 1998, R. C. Corr, Jr., A. Lee Hanson, Jimmy C. Smith,
J. R. Whitlock, Sr. and William S. Wittmeier, Jr. (collectively, the
"Proponents") submitted stockholder proposals to the Issuer 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 (the "Corr Proposal"), (ii) appoint an
advisory committee of stockholder representatives to review the actions of the
Board of Directors and management of the Issuer (the "Hanson Proposal"), (iii)
restrict the composition of the Board of Directors
<PAGE> 27
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 27 OF 31 PAGES
(with the exception of the President) to independent Directors (the "Smith
Proposal"), (iv) declassify the Board of Directors of the Issuer (the "Whitlock
Proposal"), and (v) require that the independent auditor of the Issuer be a
regional or national certified public accounting firm (the "Wittmeier Proposal")
(the Corr Proposal, the Hanson Proposal, the Smith Proposal, the Whitlock
Proposal and the Wittmeier Proposal are sometimes hereinafter collectively
referred to as the "Proposals"). The Proponents desired to include the Proposals
in the Issuer's proxy statement and form of proxy for the 1999 Annual Meeting of
Stockholders (the "Annual Meeting") in accordance with Rule 14a-8 promulgated by
the SEC.
On December 17, 1998, the Proponents, together with Bryan A. Corr, who
is a stockholder and was then 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, respectively, for the purpose of addressing the
concerns underlying the Proposals in a serious and substantive manner in the
hope that the Proposals could ultimately be withdrawn by the Proponents. Each of
the Proponents 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 their
families. At the conclusion of the meeting, management indicated 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.
At a meeting of the Board of Directors on January 7, 1999, a
stockholder rights plan, i.e., a "poison pill" (the "Rights Plan"), was adopted
and it is believed that certain additional actions leading to the further
entrenchment of management were taken. The Rights Plan permits the Board of
Directors of the Issuer (the "Board"), under certain circumstances, to declare
any stockholder or group of stockholders owning 10% or more of the Common Stock
of the Issuer an "adverse person". Once designated as an "adverse person", the
stockholder or group of stockholders cannot acquire any additional shares of
Common Stock of the Issuer without triggering the rights of the non-adverse
stockholders under the Rights Plan to buy a number of additional shares of
Common Stock of the Issuer having a market value of twice the exercise price of
such rights, thereby diluting the percentage ownership interest in the Issuer of
the stockholder or group of stockholders determined to be an "adverse person".
The Issuer, in a Current Report on Form 8-K filed with the SEC on or about March
3, 1999, disclosed that the Board had determined that certain of the Reporting
Persons comprised an "adverse person" and lowered the threshold for triggering
the rights under the Rights Plan to 10.5% for this group. The Reporting Persons
believe that the Board, influenced by management of the Issuer, is misusing the
Rights Plan in an effort to prevent the Reporting Persons from expressing their
legitimate concerns about the Issuer to the stockholders.
On December 22, 1998, R. C. Corr, Jr. and his wife, Doris J. Corr,
began requesting a list of the stockholders of the Issuer and certain related
information (the "Stocklist Materials"). Given the Issuer's refusal to provide
them with the Stocklist Materials, R. C. Corr, Jr. and Doris J. Corr were
forced to file an action in the Court of Chancery in Delaware (the "Stocklist
Action") to compel the Issuer to provide the information to which they were
statutorily entitled under Delaware law. Only after the filing of the Stocklist
Action did the Issuer finally provide the Stocklist Materials to R. C. Corr,
Jr. and Doris J. Corr on or about March 6, 1999 in connection with the
settlement of the Stocklist Action.
Effective January 28, 1999, Bryan A. Corr resigned as a Director of the
Issuer. In his letter, Bryan A. Corr cited his disagreement with various actions
of the Board, including, but not limited to, (i) the practice of management in
failing to provide the members of the Board with a "Board Book" or similar
information for each of the Board's meetings, (ii) the refusal by the Board to
adequately examine related-party transactions to which certain members of both
the Board and management are parties, (iii) the policy of the Board in failing
to place the interests of the stockholders of the Issuer ahead of their own as
evidenced by such-related party transactions as well as the actions taken by the
Board at its meeting on January 7, 1999, (iv) the failure of the Board and
management to respond to the proposals, (v) the numerous misrepresentations made
in a letter by Mr. Patterson to the stockholders of the Issuer dated January 8,
1999, and (vi) the conduct of Board meetings, including the appearance that
Board action was being scripted in advance, thus discouraging open discussion
among Board members. A copy of the letter of resignation tendered by Bryan A.
Corr to the Issuer is filed as Exhibit 1 to this Amendment No. 2.
<PAGE> 28
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 28 OF 31 PAGES
On March 16, 1999, the SEC responded to the letters submitted by Ralph
W. Davis, Esquire of the law firm of Waller Lansden Dortch & Davis, A
Professional Limited Liability Company on behalf of the Issuer to the SEC dated
January 6, 1999, February 2, 1999 and February 8, 1999 (the "Issuer Letters").
In the Issuer Letters, Mr. Davis requested the concurrence of the staff of the
Commission in the Issuer's intention to exclude the Proposals from its proxy
statement and form of proxy for the Annual Meeting. In response to the Issuer
Letters, the Staff stated in a letter dated March 15, 1999 that no enforcement
action would be recommended against the Issuer if it excluded the Hanson
Proposal and the Wittmeier Proposal from the Issuer's proxy statement and form
of proxy in connection with the Annual Meeting, but that the Staff could not
concur in the Issuer's view that the Whitlock Proposal may be excluded. In
addition, the Staff determined not to express any view with respect to the Corr
Proposal and the Smith Proposal.
Despite the Proponents' good faith attempt to address with management
of the Company the concerns underlying the Proposals, management has refused to
respond to the Proponents' concerns in a serious and substantive manner,
preferring instead to entrench themselves through the adoption of the Rights
Plan and the taking of certain other actions, including the attempt to exclude
the Proposals from the Issuer's proxy statement and form of proxy in connection
with the Annual Meeting. The Reporting Persons have concluded that the Board and
management of the Issuer have no intention of addressing their concerns other
than in a fashion designed to promote management's own self-interest.
Accordingly, for all of the foregoing reasons, certain of the Reporting Persons,
including Bryan A. Corr, R. C. Corr, Jr., A. Lee Hanson, Jimmy C. Smith, J. R.
Whitlock, Sr. and William S. Wittmeier, Jr., have now determined that they have
no choice but to communicate with other stockholders of the Issuer on matters of
mutual interest, including the solicitation of proxies for the Issuer's
stockholders to be used at the Annual Meeting for the election of Directors
nominated by them and the adoption of the Proposals.
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.
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 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 Bylaws 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 10.0% of the shares of Common
Stock reported by the Issuer as being outstanding on March 15, 1999. Schedule
II, which is attached hereto and incorporated herein by reference, sets forth
certain information with respect to the shares of Common Stock owned by each of
the Reporting Persons and the power of each of the Reporting Persons to vote or
to dispose of the shares of Common Stock owned by such Reporting Person. Each of
the Reporting Persons 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.
<PAGE> 29
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 29 OF 31 PAGES
(c) Not applicable.
(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 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Letter, dated January 28, 1999, from Bryan A. Corr to the Board of
the Company, tendering his resignation as a Director of the Company.
<PAGE> 30
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 30 OF 31 PAGES
SIGNATURES
After reasonable inquiry and to the best of his, her or its knowledge
and belief, each of the Reporting Persons does hereby certify that the
information set forth in this Amendment No. 2 to Statement on Schedule 13D is
true, complete and correct.
Dated: March 22, 1999.
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> 31
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 31 OF 31 PAGES
WILLIAM S. WITTMEIER, JR.
------------------------------
William S. Wittmeier, Jr.
CORR, INC.
(f/k/a ONEONTA TELEPHONE COMPANY, INC.)
By: BRYAN A. CORR
----------------------------------
Bryan A. Corr,
Its President and
Chief Executive Officer
<PAGE> 32
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 600 Third Avenue East
600 Third Avenue East Corr, Inc. (4) Oneonta, Alabama 35121
Oneonta, Alabama 35121 Employee - North Alabama
Cellular, LLC (5)
Doris J. Corr (1) Vice President, Secretary, 600 Third Avenue East
600 Third Avenue East Treasurer and a Director - Oneonta, Alabama 35121
Oneonta, Alabama 35121 Corr, 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 and a Director - Oneonta, Alabama 35121
Oneonta, Alabama 35121 Corr, Inc. (4)
Employee - North Alabama
Cellular, LLC (5)
Tina M. Corr (2) Employee - North Alabama 600 Third Avenue East
600 Third Avenue East Cellular, LLC (5) Oneonta, Alabama 35121
Oneonta, Alabama 35121
Joan M. Currier (1) (3) President, Secretary, Treasurer, a 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, a 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
Corr, Inc. (4) 600 Third Avenue East
(f/k/a Oneonta Telephone Company, Inc.) Oneonta, Alabama 35121
600 Third Avenue East
Oneonta, Alabama 35121
A. Lee Hanson Private Investor No. 5 Greenbriar Lane
No. 5 Greenbriar Lane Oneonta, Alabama 35121
Oneonta, Alabama 35121
</TABLE>
<PAGE> 33
<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>
Jimmy C. Smith President, a Director 1630 2nd Avenue East
1630 2nd Avenue East and Employee - Oneonta, Alabama 35121
Oneonta, Alabama 35121 Jimmy Smith Chev-Olds, Inc. (8)
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, a Director 1 Creek Side Way S.W.
1 Creek Side Way S.W. and 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 Corr, Inc., an Alabama corporation
(f/k/a Oneonta Telephone Company, Inc.), are held by Doris J. Corr and
Bryan A. Corr. R. C. Corr, Jr., Doris J. Corr and Joan M. Currier serve
Corr, Inc. in the positions indicated in this Schedule I. Corr, Inc.
has no other officers or Directors. Corr, Inc. is the holding company
of NACELL (as hereinafter defined).
(5) North Alabama Cellular, LLC, an Alabama limited liability company
("NACELL"), is a 98%-owned subsidiary of Corr, Inc. The principal
business of NACELL is operating, acquiring, constructing and disposing
of cellular telephone systems in north Alabama.
(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.
<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 Number of Shares of
Percentage of Common Stock With Number of Shares of
Shares of Respect to Which the Common Stock With
Common Stock Reporting Person Respect to Which the
Beneficially Owned Has Sole Voting Reporting Person Has
Name of ------------------ and Dispositive Shared Voting and
Reporting Person Number Percentage(1) Power Dispositive Power
---------------- ------ ------------- -------------------- --------------------
<S> <C> <C> <C> <C>
R. C. Corr, Jr 280,356(2)(3) 6.0% -- 280,356
Doris J. Corr 322,172(4) 6.9% -- 322,172
Bryan A. Corr 190,205(5) 4.1% 6,667 183,538
Tina M. Corr 32,176(6) * -- 32,176
Joan M. Currier 138,334(7) 3.0% -- 138,334
John David Currier 7,880(8) * -- 7,880
Christina M. Currier 10,454 * 10,454 --
Corr, Inc. 120,000 2.6% -- 120,000
(f/k/a Oneonta Telephone Company,
Inc.)
A. Lee Hanson 73,648 1.6% 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 --
Corr Family Group 379,349 8.2% 17,121 362,228
Stockholders for 454,883 9.8% 92,655 362,228
Integrity and
Responsibility
</TABLE>
- -----------------------
(1) Percentages are determined on the basis of 4,656,847 shares of Common
Stock reported by the Issuer as being outstanding on March 15, 1999.
(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 Corr, Inc.
(f/k/a Oneonta Telephone Company, Inc.).
(3) Does not include 100,000 shares of Common Stock purchased by R. C.
Corr, Jr. in a privately negotiated transaction from H. Don Camp ("Mr.
Camp") for an aggregate purchase price of $1,900,000, or $19 per share.
Mr. Camp subsequently attempted to rescind this transaction and R. C.
Corr, Jr. is evaluating his alternatives, including the pursuit of
legal action to enforce his purchase of such shares of Common Stock.
All of the shares of Common Stock
<PAGE> 35
purchased in this transaction were to have been held of record by R. C.
Corr, Jr. and Doris J. Corr as joint tenants with right of
survivorship, but neither of them are claiming beneficial ownership of
any such shares of Common Stock presently.
(4) 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-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 Corr,
Inc.
(5) 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) 6,667 shares subject to
currently exercisable stock options, and (vi) 120,000 shares held by
Corr, Inc.
(6) Held with Bryan A. Corr as a joint tenant with right of survivorship.
(7) 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 Corr, Inc.
(8) Held with Joan M. Currier as a joint tenant with right of survivorship.
* Less than 1%.
II-2
<PAGE> 36
EXHIBIT 1
<PAGE> 37
BRYAN A. CORR
POST OFFICE BOX 1500
600 THIRD AVENUE, EAST
ONEONTA, ALABAMA 35121-0017
(205) 625-3581
January 28, 1999
VIA FEDERAL EXPRESS
The Board of Directors
Community Bancshares, Inc.
68149 Main Street
Blountsville, Alabama 35031
Attn: Mr. Kennon R. Patterson, Sr.
Chairman of the Board, President
and Chief Executive Officer
RE: Resignation as a Director of Community Bancshares, Inc.
Gentlemen:
The actions of the Board of Directors (the "Board") of Community
Bancshares, Inc. (the "Company") since I became a Director in 1997, have
increasingly troubled me. More importantly, the actions of the Board and
management of the Company since the beginning of this year are both astounding
and disappointing to me. Accordingly, I hereby tender my resignation as a
Director of the Company effective immediately.
Although I tender my resignation with great regret, it is nevertheless a
resignation that has been compelled by the actions of the Board and management.
Those actions include, but are not limited to, the following:
1. The practice of management in failing to provide the members of the
Board with a "Board Book" or similar information for each of the Board's
meetings. Such preparatory materials should include full, complete and accurate
information respecting the Company's operations in order that the members of
the Board might be fully informed and carry out effectively their respective
responsibilities and duties.
<PAGE> 38
The Board of Directors
January 28, 1999
Page 2
2. The refusal by the Board, a majority of which is composed of members
of management, to adequately examine related-party transactions to which
certain members of both the Board and management are parties. As you know,
each time that I attempted to raise a question in connection with any
related-party transaction, Ken Patterson, who is a party to many such
transactions, refused to permit any meaningful discussion to take place
concerning it.
3. The policy of the Board in failing to place the interests of the
stockholders of the Company ahead of their own as evidenced by the various
related-party transactions referenced above as well as the actions taken by the
Board at its meeting on January 7, 1999. The "anti-takeover" measures adopted
at that Board meeting will only have the ultimate effect of entrenching the
Board and management and of making both unresponsive to the Company's
stockholders.
4. The failure of the Board and management to respond to the proposals
made by Jimmy C. Smith, J.R. Whitlock, Sr., A. Lee Hanson, William S.
Wittmeier, Jr., and R. C. Corr, Jr. As I believe you know, these individuals
and I met with Ken and B.K. Walker on December 17, 1998. At that meeting,
each of the proponents voiced the concerns giving rise to his respective
proposal. At the conclusion of the meeting, Ken assured us that he would
endeavor to respond to the concerns voiced at the meeting within a short period
of time. No response has yet been made, unless management's attempt to exclude
the proposals from the Company's proxy materials relating to the 1999 annual
meeting of stockholders and the actions taken by the Board on January 7, 1999
are to be deemed to be the intended response.
5. The numerous misrepresentations made by Ken in his letter to the
stockholders of the Company dated January 8, 1999. In that letter, under the
guise of informing the Company's stockholders of a dividend payment, Ken made
numerous misrepresentations, including claiming that (i) the proponents are
attempting to gain control of the Company; (ii) the proponents intend to sell
the Company; (iii) the proposals are a "first step" towards such efforts; (iv)
the adoption of the proposals would somehow facilitate such efforts and are so
intended; and (v) the Board is "united" in opposition to the proposals. There
is no basis in fact for any of those representations. Nothing in the proposals
themselves or the proponents' statements in support of the proposals, and
nothing in the Schedule 13D which I have filed with the Securities and Exchange
Commission could remotely be interpreted as supporting such claims. Ken
himself is aware that the Board of the Company is not "united" in its
opposition to the proposals.
In addition to the foregoing grounds, I am compelled to tender my
resignation as Director of the Company because there is no doubt that I am
unable to effectively function as a member of the Board due to several ongoing
practices of management in relation to the Board. Specifically, Board meetings
continue to be called without providing any agenda for such meetings or any
preparatory materials. More importantly, it appears that Board action has been
scripted in advance,
<PAGE> 39
The Board of Directors
January 28, 1999
Page 3
thus discouraging open discussion among Board members. Accordingly, I believe
that the discharge of my responsibilities as a Director of the Company is now
impossible.
Because of my disagreement with the Company on the matters described above
which relate to the Company's operations, policies and practices, I hereby
request that the Company file a Current Report on Form 8-K with the Securities
and Exchange Commission disclosing my resignation from the Board of the Company
and describing the reasons therefor, and attach this letter thereto.
Sincerely,
/s/ Bryan A. Corr
Bryan A. Corr
BAC/lm
cc: Bishop K. Walker, Esq.
