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OMB Number 3235-0058
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Commission File Number:
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000-16461
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
<TABLE>
<S> <C> <C> <C> <C> <C>
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
</TABLE>
For period ended: September 30, 2000
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the transition period Ended:
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Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Community Bancshares, Inc.
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Full Name of Registrant
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Former Name if Applicable
68149 Main Street, P.O. Box 1000
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Address of Principal Executive Office (Street and Number)
Blountsville, Alabama 35031
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City, State and Zip Code
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PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
As previously reported, on September 21, 2000, KPMG LLP informed the
Registrant that it was no longer willing to serve as the Registrant's
independent accountant. Management of the Registrant is in the process of
engaging a new independent accountant. The Registrant also recently appointed a
new acting chief financial officer. Management of the Registrant is in the
process of completing and reviewing the financial statements and related
discussion and analysis to be included in the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2000 (the "Quarterly Report"). The
delay in completing and filing the Quarterly Report could not be eliminated by
the Registrant without unreasonable effort or expense. The Registrant expects to
be able to complete and file the Quarterly Report no later than November 20,
2000.
(ATTACH EXTRA SHEETS IF NEEDED) POTENTIAL PERSONS WHO ARE TO RESPOND TO THE
SEC 1344 (2-99) COLLECTION OF INFORMATION CONTAINED IN THIS
FORM ARE NOT REQUIRED TO RESPOND UNLESS THE
FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Kennon R. Patterson, Sr. (205) 429-1000
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If answer is no, identify report(s). [X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made. See Exhibit A attached hereto
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Community Bancshares, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November 14, 2000 By: /s/ Kennon R. Patterson, Sr.
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Kennon R. Patterson, Sr.
Chairman, President and Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule 201
or Rule 202 of Regulation S-T or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.
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EXHIBIT A
The financial statements to be included in the Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2000 are anticipated to
reflect a net loss, which management currently estimates to be approximately
$1.8 million and $1.0 million for the three- and nine-month periods ended
September 30, 2000, respectively, as compared to net income of approximately
$1.0 million and $2.2 million for the three- and nine-month periods ended
September 30, 1999, respectively. These net losses were primarily due to
increases in provision for loan losses, interest expense and non-interest
expense during the first nine months of 2000.
