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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. )
<TABLE>
<S> <C>
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential. For use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Community Bancshares, Inc.
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(Name of Registrant as Specified in Its Charter)
Stockholders for Integrity and Responsibility
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(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 the table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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Attention
Community Bank
Stockholders!
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Kennon Patterson, Sr.'s,
COMPENSATION IS
UNREASONABLE!
Patterson's Compensation vs other bank's CEO's
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<CAPTION>
1993 1994 1995 1996 1997 1998
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Community Bancshares $316,900 $620,400 $570,400 $632,400 $694,600 $778,246 Source: SEC filings (Proxy Statements and 10-K's)
for each company. Note: Compensation includes
BankFirst Corporation 207,934 234,349 272,000 salary, bonuses and Director's fees: data
excludes offers and restricted stock awards.
South Alabama Compensation data for the CEO of BankFirst
Bancorporation 210,000 130,000 142,500 155,000 167,500 176,000 Corporation was unavailable for 1993, 1994, and
1995. Compensation data for the CEO of Auburn
Auburn National National Bankcorporation was unavailable for 1998.
Bancorporation, Inc. 172,100 189,048 191,248 215,000 229,000 Not
Available
Peoples Banktrust Co., Inc. 152,164 170,727 182,570 205,036 183,888 197,128
</TABLE>
Like Community Bank, People's Banktrust, Auburn National, South Alabama
Bancorporation, and Bankfirst Corporation are all publicly traded bank holding
companies located in Alabama and Tennessee with less than $1 billion in assets.
The average cash compensation in 1998 of the CEOs of these banks was $183,918.
Ken Patterson's cash compensation was $778,246 in 1998.
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Ken Patterson Sr.'s compensation is out of proportion to that of his peers. In
fact, we believe his compensation is unreasonable and is one reason Community
Bank's return on average assets (ROAA) and earnings per share (EPS) are
declining.
You can vote to END the excesses at Community Bank. By voting YES on the
BLUE proxy card you have recently received, you can help restore integrity
and responsibility back to the Bank's management. Voting YES is voting to
PROTECT your investment in Community Bank.
[X] Stockholders for Integrity & Responsibility P.O. Box 668
-------------------------- Blountsville, AL 35031
1-888-463-4419
"Community Bank" refers to Community Bancshares, Inc. and its subsidiaries.
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VOTE YES! [X]
to return integrity and responsibility to the top management of Community Bank.
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THE SECURITIES AND EXCHANGE COMMISSION REQUIRES THE FOLLOWING ADDITIONAL
INFORMATION:
Stockholders for Integrity and Responsibility (the "Committee") will be
soliciting proxies in connection with the 1999 Annual Meeting of Stockholders of
Community Bancshares, Inc. (the "Company") for its nominees for Director and its
proposals and against the proposals of the Company. The following stockholders
are deemed to be participants in the solicitation of proxies by the Committee as
of the date hereof. R. C. Corr, Jr. is deemed to own beneficially (as that term
is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended) 280,356 shares of Common
Stock of the Company, which constitutes approximately 6.0% of the outstanding
shares of Common Stock. Doris J. Corr is deemed to own beneficially 322, 172
shares of Common Stock of the Company, which constitutes 6.9% of the outstanding
shares of Common Stock. Bryan A. Corr is deemed to own beneficially 190,205
shares of Common Stock of the Company, which constitutes 4.1% of the outstanding
shares of Common Stock. Joan M. Currier is deemed to own beneficially 138,334
shares of Common Stock of the Company, which constitutes 3.0% of the outstanding
shares of Common Stock. John David Currier is deemed to own beneficially 7,880
shares of Common Stock of the Company, which constitutes less than 1.0% of the
outstanding shares of Common Stock. Corr, Inc. is deemed to own beneficially
120,000 shares of Common Stock of the Company, which constitutes 2.6% of the
outstanding shares of Common Stock. A. Lee Hanson is deemed to own beneficially
73,648 shares of Common Stock of the Company, which constitutes 1.6% of the
outstanding shares of Common Stock. Jimmy C. Smith is deemed to own 4,850 shares
of Common Stock of the Company, which constitutes less than 1.0% of the
outstanding shares of Common Stock. J. R. Whitlock, Sr. is deemed to own
beneficially 6,230 shares of Common Stock of the Company, which constitutes less
than 1.0% of the outstanding shares of Common Stock. William S. Wittmeier, Jr.
is deemed to own beneficially 1,260 shares of Common Stock of the Company, which
constitutes less than 1.0% of the outstanding shares of Common Stock.
Percentages are determined on the basis of 4,656,847 shares of Common Stock
reported by the Company as being outstanding on March 15, 1999.
