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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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COMMUNITY BANCSHARES, INC.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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(Community Bancshares, Inc. letterhead)
Dear Stockholder:
A small group of disgruntled shareholders and former directors who are in a
power grab to take over your bank, They are not giving you all of the facts
behind their uncalled for barrage of personal attacks on the members of the
board of directors of Community Bancshares, Inc.
Those attackers are not telling you everything about themselves and their
history with the bank. We believe you need to know what this assault is really
all about -- the truth. We think you should stop and consider the sources of
misinformation. We think you should stop to reflect on the fact that it is the
present directors and management of Community Bancshares, Inc., who have put
this company on the fast track to success and prosperity and remain leaders you
can count on to be competent stewards of your investment.
DO YOU KNOW? As members of the board of directors of the bank, R.C. Corr and his
son Bryan Corr, who are leaders of the disgruntled opposition, always voted in
favor of all of the salaries and contracts they now call "outrageous."
The records of the bank and the minutes of the board meetings reflect that they
never, ever uttered a word in disagreement. In fact, R.C. Corr was for several
years a member of the salary committee that suggested and approved management
salaries and also was chairman of the bank's audit committee. Are they now
claiming that they violated their responsibility to you and other shareholders
for years and years? Is that the kind of person you want selecting new directors
for your company?
DO YOU KNOW? The instigators of the power grab paint a picture of gloom and
doom, saying your investment in the bank has been jeopardized.
In fact, they should know better since their own investment has quadrupled and
their most recent purchase of bank stock has increased in value by 33 percent in
just the past six months. Are they telling you the truth when they try to make
you worry about the safety and quality of your investment, which has more than
doubled in the past three years? Stop and consider: Would they have been making
private deals to buy the stock themselves if they didn't have faith in the
management they for years endorsed and now condemn?
DO YOU KNOW? Those who are complaining about some of the bank's service
contracts in fact voted for those same contracts year after year and even hired
at least one of the vendors for their own business.
DO YOU KNOW? If those who are attacking the bank leadership move onto the board
of directors, they could try to divert your company from its policy of local,
independent, community-centered banks for North Alabama. Do they have a hidden
intent? Do they want to lead us down a new and uncertain road?
We urge you to keep the leaders of Community Bancshares who have grown the bank
by some 2,000% in the past 13 years while steadily increasing the value and
dividends of your investment. They got us this far quickly and safely.
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Before you allow these power grabbers to send you down a detour, stop and think
about the fact that the leaders of your Community Bank did not inherit their
positions. They have worked for decades to earn their success and your trust,
always looking after the best interests of the bank and the shareholders. They
don't vote for years one way and then talk another when it suits their narrow
motives.
We urge you to vote against the power grab of a disgruntled few.
CERTAIN ADDITIONAL INFORMATION REQUIRED BY THE SECURITIES AND EXCHANGE
COMMISSION: Community Bancshares, Inc. (the "Company") will be soliciting
proxies for the upcoming Annual Meeting of Stockholders of the Company to vote
for election of the Board of Directors' nominees to serve as directors of the
Company and for approval of the Company's proposals. Such proxies will be voted
against proposals that may be presented at the Annual Meeting by certain members
of the so-called Stockholders for Integrity and Responsibility. The following
individuals, each of whom is a member of the Board of Directors of the Company,
may be deemed to be participants in the solicitation of such proxies and, as of
March 1, 1999, beneficially owned the number of shares of the Company's common
stock indicated: Glynn Debter, 37,067 shares; Roy B. Jackson, 5,000 shares;
Denny G. Kelly, 370,000 shares; John J. Lewis, Jr., 43,667 shares; Loy McGruder,
58,022 shares; Hodge Patterson, III, 80,077 shares; Kennon R. Patterson, Sr.,
863,456 shares; Merritt M. Robbins, 184,908 shares; Robert O. Summerford,
116,867 shares; Bishop K. Walker, Jr., 569,479 shares; and R. Wayne Washam,
39,069 shares.
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