<PAGE> 1
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:
[ ] 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
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:
--------------------------------------------------
<PAGE> 2
[Community Bancshares, Inc. letterhead]
January 8, 1999
Dear Shareholder,
I hope this communication finds you giving thanks for the many blessings you
received in 1998. My family and I have done just that.
As your Chairman and Chief Executive Officer, it is my responsibility to keep
you, our valued Community Bancshares, Inc. shareholder, informed of important
events at your company. There are two such recent events.
First, on a positive note, Community Bancshares will report to its regulators
and its Shareholders an increase in net earnings and substantial growth in its
Balance Sheet for 1998. Details of this growth will be fully explained in our
1998 Annual Report that each of you will receive in April 1999. I know you will
be pleased with our 1998 performance. In light of these results and in
anticipation of an outstanding 1999 the Board of Directors, in a vote of
confidence, voted to pay a dividend of $.60 per share on your Community
Bancshares common stock, and your check is included. After the two-for-one stock
split in 1998, this dividend represents a twenty percent increase over the 1998
dividend.
Second, on a not so positive note, it saddens me to report that a small group of
longtime shareholders is making an attempt to gain control of Community
Bancshares with the intention of selling your Company to one of the larger
regional bank holding companies. The first step this group has taken was to
present to me and the Board of Directors a number of "shareholder proposals"
that would put this group in position to move to step two, the sale of Community
Bancshares. The company is in the process of dealing with these proposals in
accordance with applicable securities laws. The Board of Directors, management
and the employees of Community Bancshares stand united against the actions of
this group.
Let me end this letter by reassuring you that further communication will be
forthcoming and that we will not stand idly by and let anyone destroy the pride
and value of our company and with your continued loyalty and support, we will
succeed.
Sincerely,
/s/ Kennon R. Patterson, Sr.
Kennon R. Patterson, Sr.
Chairman and Chief Executive Officer
<PAGE> 3
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.
THE FILING OF THIS DOCUMENT IS NOT, AND SHOULD NOT BE CONSIDERED TO BE, AN
ADMISSION BY THE REGISTRANT THAT SUCH DOCUMENT CONSTITUTES A SOLICITATION OR
SOLICITING MATERIAL FOR PURPOSES OF REGULATION 14A OR IS REQUIRED TO BE FILED
PURSUANT TO RULES 14A-11 AND 14A-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED.
