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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 ss. 240.14a-11(c) or ss. 240.14a-12
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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:
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(Community Bancshares, Inc. letterhead)
April 13, 1999
Dear Stockholder:
A small group of disgruntled shareholders and former directors are in a power
grab to throw out valued members of your board of directors. 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. We think you should stop and consider the sources of misinformation.
We think you should stop to think about who 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 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 any meeting. In fact, R.C. Corr
was for several years a member of the board committee that suggested and
approved management salaries and also was chairman of the bank's audit
committee. Are they now admitting that they shirked their responsibility to you
and other shareholders for years and years? Or have they changed their minds? Is
that the kind of person you want to listen to when selecting new directors for
your company?
DO YOU KNOW? The instigators of this attempted power grab paint a picture of
gloom and doom, saying your investment in the bank has been jeopardized.
Are they telling you the truth when they try to make you worry about the safety
and quality of your investment, when Community Bancshares' stock price has more
than doubled in the past couple of 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? Some of those who are complaining about some of the bank's service
contracts in fact voted in favor of those same contracts year after year and
even hired at least one of the vendors for their own business. These were not
secret deals and you didn't need these disgruntled shareholders to tell you
about those contracts. Community
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Bancshares has consistently disclosed them in its annual reports to shareholders
and the public.
DO YOU KNOW? What will these disgruntled stockholders do once they obtain
positions of power within the company? You know that current management is
committed to growing a locally-owned community banking organization that rewards
its stockholders, its employees and its communities.
We urge you to keep the leaders of Community Bancshares who have grown the bank
from about $38 million in assets in 1983 to about $603 million at the end of
1998, while steadily increasing the value and dividends of your investment. They
got us this far quickly and safely.
Before you allow these power grabbers to send you down another road, 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
personal interests.
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.
