<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)
April 26, 1999
Dear Stockholder:
Thank you for your support and the resounding endorsement given to your
directors and management in the recent proxy vote. An overwhelming majority,
those holding 85% of the shares voted, cast ballots in favor of the company's
current directors. We are gratified by your expressions of faith in our past
performance, our current policies and our future course.
As you are no doubt aware, the recent weeks have been difficult ones for the
leadership of your company because of the nature of the personal attacks by a
disgruntled few. We hope and believe, in the best interests of your company,
that those difficulties are behind us. We are forging ahead with the hope that
all shareholders will continue to work for the good of the company, protecting
and enriching the value of your investment.
You have a right to be proud of your company.
Community Bancshares, Inc. is currently the eighth largest bank holding company
in Alabama. We started 15 years ago with one bank office and $38 million in
assets. Today we have 30 bank offices, 12 finance offices and an insurance
agency with more than $600 million in total assets. Our stock price is up and
our dividends have increased. We are on the move. We believe that your company
is on the right track for continued growth.
We feel certain that our policy of independent, locally-operated,
community-centered banks is a major contributor to our success. But we are
equally certain that we could not have achieved the present position in the
competitive marketplace without the cooperation and support of our shareholders,
employees and customers. We, the directors and management of your company,
re-commit ourselves to continuing to work hard to sustain the support and
respect you have given to us. We are dedicated to being good stewards of your
money and your investment.
We take comfort that you, our friends, neighbors and fellow investors, are
standing with us, facing the future together.
Sincerely,
/s/ Kennon R. Patterson, Sr.
Chairman and Chief Executive Officer
CERTAIN ADDITIONAL INFORMATION REQUIRED BY THE SECURITIES AND EXCHANGE
COMMISSION: Community Bancshares, Inc. (the "Company") solicited proxies for the
1999 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 were voted against proposals
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.
