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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
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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!
CONFLICT OF INTEREST
IS STANDARD OPERATING PROCEDURE.
The Board of Directors has a responsibility to protect the interests of the
stockholders. That responsibility is compromised when 5 out of 11 Directors are
"insiders," or members of management. This can result in serious
conflicts of interest. For instance, did you know that:
- - From 1993 through 1998, Community Bank paid Heritage Valley Farms/Royal
Acres, companies owned by Mr. Patterson, $412,987 for lawncare services,
including $96,300 in 1997 and $51,465 in 1998.
- - From 1994 through 1998, Community Bank paid Heritage Interiors, owned by Ken
Patterson, Sr.'s wife, $2,670,974 for interior design services and furniture,
including $1,186,287 in 1997 and $666,492 in 1998.
At Community Bank's annual stockholder meeting, you have the right to voice your
objection to these types of conflicts of interest and to demand greater
integrity and accountability from the Bank's management and Board of Directors.
You will soon receive a proxy statement and proxy card from the Stockholders for
Integrity and Responsibility. Your vote for our recommended proposals and
Directors is an important step in improving the performance of the Bank and
protecting your investment.
$412,987 $2,670,974
[PICTURE] [PICTURE]
Payments to Payments to
Heritage Valley Heritage Interiors
Farms/Royal Acres (over 5 years)
(over 6 years)
Sources: Definitive Proxy Statements of Community Bancshares, Inc. for the years
1993-98 and Preliminary Proxy Statement of Community Bancshares, Inc. for 1999.
Note: Heritage Valley Farms and Royal Acres are owned by Mr. Patterson. Heritage
Interiors is owned by Mr. Patterson's wife, Carolyn Patterson. Information
regarding payments made to Heritage Interiors during 1993 was unavailable.
STOCKHOLDERS FOR INTEGRITY & RESPONSIBILITY P.O. Box 668
Blountsville, AL 35031
1-888-463-4419
VOTE YES!
TO RETURN INTEGRITY AND RESPONSIBILITY TO THE TOP MANAGEMENT OF COMMUNITY BANK.
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 constitute 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.
