<PAGE> 1
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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<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 ss. 240.14a-11(c) or ss. 240.14a-12
</TABLE>
COMMUNITY BANCSHARES, INC.
- --------------------------------------------------------------------------------
(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)(4) 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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[COMMUNITY BANCSHARES, INC. LETTERHEAD]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------------------
You are cordially invited to attend the Annual Meeting of stockholders
of Community Bancshares, Inc. (the "Company"), which will be held at the
Administrative Building of Community Bank headquarters, Highway 231 South,
Blountsville, Alabama, on Thursday, April 22, 1999 at 10:00 a.m., local time.
The Annual Meeting will be held for the following purposes:
1. The election of Denny G. Kelly, Kennon R. Patterson, Sr.,
Merritt M. Robbins and R. Wayne Washam as Class III directors;
2. Ratification of the appointment of Dudley, Hopton-Jones, Sims
& Freeman, PLLP, to serve as independent auditors of the
Company and its subsidiaries for the year ending December 31,
1999;
3. Approval and adoption of an Amended and Restated Certificate
of Incorporation, which will (i) consolidate all previous
amendments to the Company's existing Certificate of
Incorporation; (ii) restate the purpose of the Company to
eliminate certain narrow and specific purposes; (iii) provide
for classification of the Board of Directors, comparable to a
provision currently contained in the Company's Bylaws; (iv)
limit ability of stockholders to take action only through duly
called annual or special meetings; (v) require an 80%
"super-majority" stockholder vote to approve the repeal,
amendment or adoption of certain provisions of the Amended and
Restated Certificate of Incorporation; (vi) specify procedures
for the removal of directors and filling vacancies on the
Board of Directors, and (vii) enhance, under certain
circumstances, the Company's ability to indemnify directors
and officers and limit the personal liability of its
directors;
4. Consideration of a stockholder proposal to amend the Company's
Bylaws to restrict the composition of the Board of Directors
to independent directors;
5. Consideration of a stockholder proposal to amend the Company's
Bylaws to declassify the Board of Directors; and
6. The transaction of such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 15,
1999 as the record date for determining stockholders of the Company entitled to
notice of and to vote at the Annual Meeting and any adjournment of the Annual
Meeting.
You will soon receive a Proxy Statement from us that contains further
information about the Company and the matters to be acted upon at the Annual
Meeting. We will also be sending you a proxy card, which you may complete, date,
sign and return to us to ensure that your shares are voted, whether or not you
plan to attend the Annual Meeting in person. If you need assistance in
completing your proxy card or have any questions, please call me at (205)
429-1000.
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THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
APPROVAL OF ITEMS 1, 2 AND 3 ABOVE, AND A VOTE "AGAINST" ITEMS 4 AND 5 ABOVE.
By Order of the Board of Directors,
/s/ Bishop K. Walker, Jr.
Secretary
Blountsville, Alabama
April 2, 1999
<PAGE> 4
[Community Bancshares, Inc. letterhead]
April 2, 1999
Dear Stockholder:
As the current members of the Board of Directors of Community
Bancshares defend themselves from an unwarranted assault by a small group of
disgruntled shareholders and former board members, they feel you should be aware
of certain information pertaining to your investment in your Company.
For example, the Company's leadership has not only protected your
investment but also increased your stock dividends by 100% in just the past two
years. That is a record envied by every bank holding company in Alabama and the
nation. The value of your shares has more than doubled from $9.00 in 1996 to $20
by the end of 1998, including the effect of a two-for-one stock split.
These numbers certify that the management and directors of Community
Bancshares have been exceedingly responsible stewards of your investment and
your trust. They deserve your continued support so they can go on serving you
with superior investment results and your community with superior banking
services.
In the past 14 years, Community Bancshares has enjoyed dramatic growth,
from one bank with $38 million in total assets to an important bank holding
company of 30 banking offices, 12 finance offices, and an insurance agency with
a subsidiary serving 140 independent insurance agents in Alabama. Community
Bancshares has total assets of more than $600 million - an increase of over
1,500 percent during the 14-year period. This is an enviable record of growth
for any bank holding company.
The leadership has not only guided the Company through a period of
dynamic expansion, it has also brought remarkable growth of more than 20% in
assets, total deposits and net loans in the past year alone. Since 1987, the
Company has acquired seven banking offices. Of these, four have more than
tripled their assets under the management team of Community Bancshares. One bank
started in a trailer and now has approximately $75 million in assets.
Even the members of the Corr family, including those who are
instigators of the assault on the present Board of Directors, have seen their
total investments in the Company grow from less than $2 million to $8 million in
the past dozen years. Is there any question why they would like to take control
of such a successful, profitable and well-run enterprise?
Yet, the leadership that has brought this energetic growth and
profitability to your Company, particularly that of board chairman and chief
executive officer Kennon R. Patterson, has come under a false and misleading
personal and professional attack that is unfounded and uncalled for.
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Ken Patterson, son of a cotton mill hand, is an Army veteran, husband, father,
churchman, education supporter and vital community leader. He has some 35 years
of experience in the fields of finance and banking, with both local and national
corporations. Other members of the Board of Directors bring an equally high
degree of expertise and professionalism to their positions.
Ken Patterson's standards of community banking are as high as his own
standard of conduct and are instilled throughout the Company. He has never and
would never commit an unethical act. He has been exceptionally supportive of
local businesses, local farmers and local churches, keeping the banks - and
their money - within their trade area. You can be proud that as a major employer
in the region, your Company contributes generously to the economic progress and
well-being of your community.
In short, Ken Patterson is a self-made man who came up the hard way,
with the love and support of a strong family, loyal friends and long hours on
the job. He did not inherit his wealth and success. He earned it.
Any objective reading of the record clearly demonstrates the vision and
strength of the present management and board of directors. Those who would state
otherwise with false and misleading character assaults do themselves, their
families and their communities a great disservice; and they underestimate the
intelligence and integrity of the shareholders, customers and employees of
Community Bancshares, Inc.
Yours truly,
/s/ Bishop K. Walker, Jr.,
Secretary for the Board of Directors
Community Bancshares, Inc.
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.
