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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
Community Bankshares, Inc.
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(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
737031104
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(CUSIP Number)
Mark A. Gavin
Executive Vice President and
Chief Operating Officer
CFX Corporation
102 Main Street
Keene, New Hampshire 03431
(603) 355-8604
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 24, 1997
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /X/.
This Document Consists of 19 Pages.
An Exhibit Index Appears on Sequentially Numbered Page 19.
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CUSIP No. 203630108 Schedule 13D Page 2 of 19
1. Name of Reporting Person: CFX Corporation
I.R.S. Identification No. 02-0402421
2. Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: WC, OO
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant To Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization: New Hampshire
Number of 7. Sole Voting Power: 0(1)
Shares
Beneficially 8. Shared Voting Power: 0(1)
Owned by
Each 9. Sole Dispositive Power: 0(1)
Reporting
Person 10. Shared Dispositive Power: 0(1)
With
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 0(1)
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares /X/
13. Percent of Class Represented by Amount in Row 11: 0%(1)
14. Type of Reporting Person: HC, CO
- ---------------
(1) The Reporting Person and the Issuer have entered into a Stock
Option Agreement covering 493,000 shares of Community Common Stock
(as defined herein) or approximately 16.7% of the total shares
that would be outstanding following exercise (including the shares
issued upon exercise). Unless and until the option granted
thereunder is exercised by the Reporting Person, the Reporting
Person disclaims beneficial ownership of the shares covered by the
Stock Option Agreement.
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CUSIP No. 203630108 Schedule 13D Page 3 of 19
Item 1. Security and Issuer.
The title of the class of equity securities to which
this Schedule 13D relates is the common stock, par value
$1.00 per share, of Community Bankshares, Inc. ("Community").
The address of the principal executive offices of Community
is 43 North Main Street, Concord, N.H. 03301.
Item 2. Identity and Background.
This statement is filed on behalf of CFX Corporation
("CFX"). CFX is a New Hampshire corporation with its
principal executive offices at 102 Main Street, Keene, New
Hampshire 03431. CFX is a bank holding company registered
under the Bank Holding Company Act of 1956, as amended, and
is principally engaged in the business of managing and
controlling banks and activities closely related to banking.
Filed as Schedule I to this Schedule 13D is a list of
the executive officers and directors of CFX containing the
following information with respect to each such person:
(a) name, (b) business address and (c) present principal
occupation or employment, and the name and, if different than
such person's business address, the address of any
corporation or other organization in which such employment is
conducted. Each person listed in Schedule I is a United
States citizen.
During the past five years, neither CFX nor, to the
best of CFX's knowledge, any person named in Schedule I:
(i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or (ii) has been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a Stock Option Agreement dated as of
March 24, 1997 ("Option Agreement"), Community has granted to
CFX an option ("Option") to purchase up to 493,000 shares of
common stock, par value $1.00 per share, of Community
("Community Common Stock") at a price of $28.50 per share,
subject to adjustment as provided in the Option Agreement.
In the event Community issues or agrees to issue any shares
of Community Common Stock in breach of its obligations under
the Agreement and Plan of Reorganization, the Plan of Share
Exchange, the Agreement and Plan of Merger, the Merger
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CUSIP No. 203630108 Schedule 13D Page 4 of 19
Agreement or the Stock Option Agreement (collectively, the
"Transaction Documents") at a price less than $28.50 per
share, (as adjusted pursuant to Section 6 of the Option
Agreement), the exercise price shall be equal to such lesser
price. The aggregate amount of funds required to exercise
the Option in full at an exercise price of $28.50 per share
would be $14,050,500. If and when the Option is exercised,
CFX's source of funds will be either working capital or funds
borrowed from one or more banks in the ordinary course of
business; the identity of such bank or banks has not yet been
determined.
Item 4. Purpose of Transaction.
On March 24, 1997, CFX and Community adopted a Plan of
Share Exchange (the "Plan of Exchange") and entered into an
Agreement and Plan of Reorganization ("Reorganization
Agreement") that provide for CFX acquiring all the
outstanding shares of capital stock of Community, including
each attached right issued pursuant to the Community Rights
Agreement (as defined in the Reorganization Agreement),
through an exchange (the "Share Exchange") of shares of CFX
common stock, par value $0.66 2/3 per share ("CFX Common
Stock"), for the issued and outstanding shares of Community
Common Stock.
Following the Share Exchange, Community shall be
merged (the "Holding Company Merger") with and into CFX,
pursuant to a merger agreement or plan of merger (the "Merger
Agreement") in a form to be specified by CFX and reasonably
satisfactory to Community and consistent with the terms of
the Reorganization Agreement.
Following the consummation of the Holding Company
Merger, Concord Savings Bank and Centerpoint Bank (the
"Community Banks"), wholly-owned subsidiaries of Community,
shall be merged (the "Bank Merger") with and into CFX Bank, a
wholly-owned subsidiary of CFX, pursuant to an Agreement and
Plan of Merger (the "Plan of Merger") (the Share Exchange,
the Holding Company Merger and the Bank Merger being referred
to as the "Transactions").
Under the Plan of Exchange, each share of issued and
outstanding Community Common Stock on the Effective Date (as
defined in the Transaction Documents) will be converted into
an amount of CFX Common Stock equal to one share multiplied
by the Community Exchange Ratio (as defined in the Plan of
Exchange). The Community Exchange Ratio is based on the
average of the averages of high and low prices of CFX Common
Stock on the American Stock Exchange (as reported by The Wall
Street Journal) for each of the 15 consecutive days preceding
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CUSIP No. 203630108 Schedule 13D Page 5 of 19
the Effective Date (the "CFX Price"). If the CFX Price is
$13.50 or less, Community may provide written notice to CFX
of its intent to terminate the Transaction Documents. If
such notice is given, CFX may increase the Community Exchange
Ratio to the amount determined by dividing $29.70 by the CFX
Price and the Transactions will be consummated on that basis.
Alternatively, CFX could do nothing in response to
Community's notice, in which case the Transaction Documents
would terminate.
CFX and Community have entered into the Option
Agreement in order to facilitate the consummation of the
Share Exchange, the Holding Company Merger, the Bank Merger
and the other transactions contemplated by the Reorganization
Agreement (collectively, the "Transactions").
Consummation of the Transactions is subject to, among
other things, receipt of all necessary shareholder and
government approvals. Upon consummation of the Transactions,
the separate corporate existence of Community shall cease,
and all outstanding shares of Community Common Stock (other
than shares held by Community shareholders who exercise
dissenters' rights, if any are available, and except as
otherwise provided in the Reorganization Agreement) will be
converted into CFX Common Stock and cash in lieu of any
fractional interest. As a result, Community Common Stock
will cease to be authorized and quoted in an inter-dealer
quotation system of a registered national securities
association and will become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934.
CFX and/or, with CFX's consent, Community may purchase
shares of Community Common Stock in open market or private
transactions prior to the consummation of the Transactions.
Neither CFX nor, to the best of CFX's knowledge, Community
has any current plan to do so.
Except as otherwise set forth in Items 4, 5 and 6
hereof and the Exhibits to this Schedule 13D (which are
hereby incorporated by reference herein and made a part
hereof to the same extent as though set forth herein in
full), CFX does not now have any plans or proposals which
relate to or would result in (i) the acquisition by any
person of additional securities of Community, or the
disposition of securities of Community; (ii) an extraordinary
corporate transaction, such as a merger, reorganization or
liquidation, involving Community or any of its subsidiaries;
(iii) any change in the present Board of Directors or
management of Community, including any change in the number
or term of Community directors or the filling of any existing
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CUSIP No. 203630108 Schedule 13D Page 6 of 19
vacancies on the Board of Directors of Community; (iv) any
material change in the present capitalization or dividend
policy of Community; (v) any other material change in the
business or corporate structure of Community; (vi) changes in
Community's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of
control of Community by any person; (vii) causing a class of
securities of Community to be delisted from a national
securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association; or (viii) a class of equity
securities of Community becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934.
Item 5. Interest in Securities of the Issuer.
The 493,000 shares of Community Common Stock subject
to the Option represent approximately 16.7% of the 2,465,237
shares of Community Common Stock that would be issued and
outstanding upon exercise of the Option in full (including
the shares issued upon exercise of the Option). Unless and
until the Option is exercised, CFX disclaims beneficial
ownership of the Community Common Stock subject to the Option.
Except as otherwise described herein, neither CFX,
nor, to the best of CFX's knowledge, any of the persons
listed on Schedule I hereto, beneficially owns any shares of
Community Common Stock. Other than as described in this
Schedule 13D, no transactions in Community Common Stock were
effected during the past 60 days by CFX, or, to the best of
CFX's knowledge, by any of the persons listed on Schedule I
hereto.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer.
Option Agreement
Set forth below is a description of selected
provisions of the Option Agreement. Such description is
qualified in its entirety by reference to the copy of the
Option Agreement filed as an Exhibit to CFX's Annual Report
on Form 10-K filed on March 31, 1997 and incorporated herein
by reference and made a part hereof to the same extent as
though set forth herein in full.
Under the Option Agreement, Community granted CFX the
right to purchase up to 493,000 shares of Community Common
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CUSIP No. 203630108 Schedule 13D Page 7 of 19
Stock at a purchase price of $28.50 per share. The Option
Agreement was executed to facilitate the Transactions. CFX
may exercise the Option upon the occurrence of any of the
following events (each a "Purchase Event") after the
execution of the Option Agreement:
(a) any person (other than Community, any Community
subsidiary, CFX, or any CFX affiliate) shall have commenced
(as such term is defined in Rule 14d-2 under the Exchange
Act), or shall have filed a registration statement under the
Securities Act with respect to, a bona fide tender or
exchange offer to purchase shares of Community Common Stock
such that upon consummation of such offer such person would
own or control 15% or more of the outstanding shares of
Community Common Stock;
(b) any person (other than Community or any Community
subsidiary, CFX or any CFX affiliate), other than in
connection with a transaction to which CFX has given its
prior written consent, shall have filed an application or
notice with any federal or state regulatory agency for
clearance or approval, to (i) merge or consolidate, or enter
into any similar transaction, with Community or any Community
subsidiary, (ii) purchase, lease or otherwise acquire all or
substantially all the assets of Community or any Community
subsidiary, or (iii) purchase or otherwise acquire (including
by way of merger, consolidation, share exchange or any
similar transaction) securities representing 15% or more of
the voting power of Community or any Community subsidiary;
(c) any person (other than Community, any Community
subsidiary, subsidiaries of Community in a fiduciary
capacity, CFX, affiliates of CFX, or subsidiaries of CFX in a
fiduciary capacity) shall have acquired beneficial ownership
or the right to acquire beneficial ownership of 15% or more
of the outstanding shares of Community Common Stock (the term
"beneficial ownership" for purposes of the Option Agreement
having the meaning assigned thereto in Section 13(d) of the
Securities Exchange Act of 1934 and the regulations
promulgated thereunder);
(d) any person (other than Community, any Community
subsidiary, CFX or any CFX affiliate) shall have made a bona
fide proposal to Community by public announcement or written
communication that is or becomes the subject of public
disclosure to (i) acquire Community or any Community
subsidiary by merger, consolidation, purchase of all or
substantially all its assets or any other similar
transaction, or (ii) make an offer described in clause (a)
above; or
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CUSIP No. 203630108 Schedule 13D Page 8 of 19
(e) Community shall have willfully breached any
Specified Covenant, as defined in the Option Agreement, which
breach would entitle CFX to terminate the Transaction
Documents (without regard to the cure periods provided for
therein) and such breach shall not have been cured prior to
the Notice Date, as defined in the Option Agreement.
The Option may be exercised in whole or in part, at
any time or from time to time, if a Purchase Event shall have
occurred and be continuing; provided that, to the extent the
Option shall not have been exercised, it shall terminate and
be of no further force and effect upon the earliest to occur
of:
(a) the Effective Date;
(b) the termination of the Transaction Documents in
accordance with the terms of the Reorganization Agreement
prior to the occurrence of a Purchase Event (other than a
termination resulting from a willful breach by Community or
the Community Banks of any Specified Covenant contained in
the Reorganization Agreements); or
(c) six months after termination of the Transaction
Documents if such termination follows the occurrence of a
Purchase Event or is due to a willful breach by Community or
the Community Banks of any Specified Covenant contained in
the Reorganization Agreements, provided that any such
exercise shall be subject to compliance with applicable
provisions of law.
In the event of any change in Community Common Stock
by reason of stock dividends, split-ups, recapitalizations,
combinations, exchanges of shares or the like, the type and
number of shares subject to the Option, and the purchase
price per share, as the case may be, shall be adjusted
appropriately. Also, in the event that any additional shares
of Community Common Stock are issued or otherwise become
outstanding after the date of the Option Agreement (other
than pursuant to the Option Agreement), the number of shares
of Community Common Stock subject to the Option shall be
adjusted so that, after such issuance, it equals 19.9% of the
number of shares of Community Common Stock then issued and
outstanding without giving effect to any shares subject or
issued pursuant to the Option.
The Option Agreement also provides that subject to the
giving of any notices and the receipt of any required
approvals, at the request of CFX at any time commencing upon
the occurrence of a Repurchase Event and ending nine months
thereafter (but not later than the termination of the Option
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CUSIP No. 203630108 Schedule 13D Page 9 of 19
pursuant to Section 3(a) of the Option Agreement) (the
"Repurchase Period"), Community shall repurchase the Option
from CFX together with any shares of Community Common Stock
purchased by CFX pursuant thereto with respect to which CFX
then has beneficial ownership, at a price (per share, the
"Per Share Repurchase Price") equal to the sum of:
(1) the exercise price paid by CFX for any shares of
Community Common Stock acquired pursuant to the Option;
(2) the difference between (A) the "market/tender
offer" price for shares of Community Common Stock (defined as
the higher of (x) the highest price per share at which a
tender or exchange offer has been made or (y) the highest
reported sale price for shares of Community Common Stock
within that portion of the Repurchase Period preceding the
date CFX gives notice of the required repurchase under
Section 8 of the Option Agreement) and (B) the exercise price
as determined pursuant to Section 2 of the Option Agreement
(subject to adjustment as provided in Section 6 of the Option
Agreement) multiplied by the number of shares of Community
Common Stock with respect to which the Option has not been
exercised, but only if the market/tender offer price is
greater than such exercise price;
(3) the difference between the market/tender offer
price and the exercise price paid by CFX for any shares of
Community Common Stock purchased pursuant to the exercise of
the Option, multiplied by the number of shares so purchased,
but only if the market/tender offer price is greater than
such exercise price; and
(4) CFX's out-of-pocket expenses incurred in
connection with the transactions contemplated by the
Transaction Documents, including without limitation legal,
accounting and investment banking fees.
Transaction Documents
Set forth below is a description of selected
provisions of the Transaction Documents. Such description is
qualified in its entirety by reference to the copies of the
Transaction Documents filed as Exhibits to CFX's Annual
Report on Form 10-K filed on March 31, 1997 and incorporated
herein by reference and made a part hereof to the same extent
as though set forth herein in full.
The Transaction Documents provide for a Share Exchange
in which CFX will acquire all the outstanding shares of
capital stock of Community, including each attached right
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CUSIP No. 203630108 Schedule 13D Page 10 of 19
issued pursuant to the Community Rights Agreement, through an
exchange of shares of CFX Common Stock for the issued and
outstanding shares of Community Common Stock pursuant to a
Plan of Exchange. Each holder of shares, or of options to
purchase shares, of Community Common Stock who would
otherwise have been entitled to receive a fraction of a share
of CFX Common Stock will receive cash, in lieu thereof, as
described in Item 4 herein. No such holder shall be entitled
to dividends, voting rights or any other shareholder right in
respect of any fractional share.
Following the Share Exchange, Community shall be
merged with and into CFX in the Holding Company Merger,
pursuant to the Merger Agreement.
Following the consummation of the Holding Company
Merger, the Community Banks shall be merged with and into CFX
Bank in the Bank Merger, pursuant to the Plan of Merger.
Prior to the Closing Date, as defined in the
Reorganization Agreement, and except as otherwise provided
for by the Transaction Documents or consented to or approved
by CFX, the Community Entities (as defined in the
Reorganization Agreement) shall use their respective
reasonable best efforts in good faith to (i) take or cause to
be taken all action necessary or desirable on its part so as
to permit consummation of the Transactions at the earliest
possible date; (ii) take or cause to be taken all action
necessary or desirable to preserve their respective
properties, business and relationships with customers,
employees and other persons; and (iii) not take or cause, nor
to the best of its ability, permit any action that would
substantially impair the prospects of completing the
Transactions pursuant to the Transaction Documents. Except
with prior written consent of CFX or except as previously
disclosed or except as expressly contemplated or permitted by
the Transaction Documents, no Community Entity shall permit
any of its subsidiaries to:
(1) carry on its business other than in the usual,
regular and ordinary course in substantially the same manner
as heretofore conducted;
(2) with respect to Community only, declare, set
aside, make or pay any dividend or other distribution in
respect of its capital stock other than its regular cash
dividends on Community Common Stock in amounts not in excess
of $.16 per share and in a manner consistent with past
practice and in accordance with applicable law, regulation
and contractual and regulatory commitments;
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CUSIP No. 203630108 Schedule 13D Page 11 of 19
(3) issue any shares of its capital stock or permit
any treasury shares to become outstanding other than pursuant
to the Stock Option Agreement or Rights outstanding at the
date hereof;
(4) incur any additional debt obligation or other
obligation for borrowed money other than in the ordinary
course of business consistent with past practice;
(5) issue, grant or authorize any Rights or effect
any recapitalization, reclassification, stock dividend, stock
split or like change in capitalization, or redeem, repurchase
or otherwise acquire any shares of its capital stock;
(6) amend its articles or certificate of
incorporation or association, charter or by-laws;
(7) merge with any other corporation, savings
association or bank or permit any other corporation, savings
association or bank to merge into it or consolidate with any
other corporation, savings association or bank; acquire
control over any other firm, bank, corporation, savings
association or organization or create any subsidiary;
(8) except in the ordinary course of business
consistent with past practice, waive or release any material
right or cancel or compromise any material debt or claim;
(9) enter into any material swap, hedge or other
similar off-balance sheet transaction;
(10) liquidate or sell or dispose of any material
assets or acquire any material assets; except as Previously
Disclosed, make any capital expenditure in excess of $100,000
in any instance or $250,000 in the aggregate; or establish
new branches or other similar facilities or enter into or
modify any leases or other contracts relating thereto that
involve annual payments that exceed $25,000 in any instance
or $100,000 in the aggregate;
(11) increase the rate of compensation of, pay or
agree to pay any bonus to, or provide any other employee
benefit or incentive to, any of its directors, officers or
employees except in a manner consistent with past practice;
(12) enter into, modify or extend any employment or
severance contracts with any of its present or former
directors, officers or employees;
(13) enter into or substantially modify (except as
may be required by applicable law) any pension, retirement,
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CUSIP No. 203630108 Schedule 13D Page 12 of 19
stock option, stock purchase, stock appreciation right,
savings, profit sharing, deferred compensation, consulting,
bonus, group insurance or other employee benefit, incentive
or welfare contract, plan or arrangement, or any trust
agreement related thereto, in respect of any of its
directors, officers or other employees;
(14) change its lending, investment, asset/liability
management or other material banking policies in any material
respect except as may be required by changes in applicable
law or regulations;
(15) change its methods of accounting in effect at
December 31, 1995, except as required by changes in generally
accepted accounting principles or regulatory requirements
concurred in by its independent certified public accountants,
or change any of its methods of reporting income and
deductions for federal income tax purposes from those
employed in the preparation of its federal income tax returns
for the year ended December 31, 1995, except as required by
law;
(16) solicit or initiate inquiries or proposals with
respect to any acquisition or purchase of all or a
substantial portion of the assets of, or a substantial equity
interest in, either Community Entity or any business
combination with either Community Entity other than as
contemplated by the Reorganization Agreement; or authorize or
permit any officer, director, agent or affiliate of it to do
any of the above; or fail to notify CFX as soon as
practicable if any such inquiries or proposals are received
by either Community Entity, or if either Community Entity or
any officer, director, agent or affiliate thereof is
requested to or does furnish any confidential information
relating to, or participates in any negotiations or
discussions concerning, any transaction of a type describe in
this paragraph; or
(17) agree to do any of the foregoing.
Both CFX and Community have agreed to use all
reasonable efforts to obtain as soon as practicable all
consents and approvals of any persons necessary or desirable
for the consummation of the Transactions, including but not
limited to obtaining the approval of the respective
shareholders of CFX and Community, obtaining all consents and
approvals required of applicable federal and state regulatory
authorities, and furnishing such information as may be
required in connection with the preparation of the respective
proxy statements and the registration statement, if required.
Neither CFX nor Community will take any action that would
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CUSIP No. 203630108 Schedule 13D Page 13 of 19
substantially impair the prospects of completing the
Transactions pursuant to the Transaction Documents, or that
would adversely affect the qualification of the Transactions
for pooling of interests accounting treatment or as a
reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code"). In
the event that either CFX or Community has taken any action
that would adversely affect such qualification, each party
shall take such action as any other party may reasonably
request to cure such effect to the extent curable without a
Material Adverse Effect (as defined in the Reorganization
Agreement) on any of the respective parties.
For information regarding certain of the terms of the
Transaction Documents and the Option Agreement, reference is
made to copies of such agreements incorporated herein by
reference from an Annual Report on Form 10-K filed by CFX on
March 31, 1997.
Additional Agreements
In connection with the Transactions, the members of
the Board of Directors of Community, each in his or her
capacity as a shareholder of such company, has agreed with
CFX to vote or cause to be voted for approval of the
Reorganization Agreement and the Plan of Exchange all of his
or her shares which he is entitled to vote with respect
thereto. In addition, each of such persons has agreed not to
effect any transfer or other disposition (except by operation
of law) of any additional shares of Community Common Stock
until Community's shareholders have voted to approve the
Reorganization Agreement and the Plan of Exchange or
termination of the Transaction Documents pursuant to the
terms of the Reorganization Agreement. Each such person has
also agreed not to take any action that would substantially
impair the prospects of completing the Transactions pursuant
to the Reorganization Agreement and the Plan of Exchange.
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CUSIP No. 203630108 Schedule 13D Page 14 of 19
Item 7. Material to be Filed as Exhibits.
1. Stock Option Agreement dated as of March 24, 1997.
2. Agreement and Plan of Reorganization dated as of
March 24, 1997.
3. Plan of Share Exchange dated as of March 24, 1997.
4. Agreement and Plan of Merger dated as of March 24,
1997.
5. Form of Agreement between each of the directors of
Community, on the one hand, and CFX, on the other.
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CUSIP No. 203630108 Schedule 13D Page 15 of 19
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Date: March 31, 1997 CFX CORPORATION
By: /s/ Mark A. Gavin
----------------------------
Mark A. Gavin,
Executive Vice President and
Chief Operating Officer
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CUSIP No. 203630108 Schedule 13D Page 16 of 19
SCHEDULE I
Following is a list of the executive officers and directors of CFX
Corporation as of March 31, 1997:
<TABLE>
<CAPTION>
Executive Officers:
- -------------------
Name Office
- ---- ------
<S> <C>
Richard Astrella President and CEO of Orange
Savings Bank
Peter Baxter President and CEO of CFX
Corporation
Christopher Bramley President and CEO of the
Safety Fund National Bank
Mark A. Gavin Executive Vice President and
Chief Operating Officer of CFX
Corporation
Steven Shirley Senior Vice President and Senior
Trust Officer
Gregg R. Tewksbury Chief Financial Officer of CFX
Corporation
</TABLE>
The business address for each executive officer is
CFX Corporation, 102 Main Street, Keene, New Hampshire 03431.
<PAGE> 17
CUSIP No. 203630108 Schedule 13D Page 17 of 19
<TABLE>
<CAPTION>
Directors:
- ----------
Name and Occupation Business or Residence Address
- ------------------- -----------------------------
<S> <C>
Eugene E. Gaffey 41 Sawyer Road
Chairman of the Board Keene, NH 03431
CFX Corporation and CFX Bank
Retired Justice,
Hinsdale Municipal Court
Richard F. Astrella P. O. Box 60
President 30 East Main Street
Orange Savings Bank Orange, MA 01364
William E. Aubuchon, III 95 Aubuchon Drive
Chairman of the Board and CEO Westminister, MA 01473
W.E. Aubuchon Company, Inc.
Peter J. Baxter P.O. Box 429
President and Chief Executive 102 Main Street
Officer CFX Corporation and Keene, NH 03431
CFX Bank
Richard B. Baybutt 25 Avon Street
Chairman of the Board Keene, NH 03431
Baybutt Construction
Christopher V. Bean 28 Main Street
Attorney P.O. Box 780
Bean Law Offices Jaffrey, NH 03452-0780
Christopher W. Bramley 470 Main Street
President and CEO P.O. Box 8210
Safety Fund National Bank Fitchburg, MA 01420-8210
P. Kevin Condron 12 E. Worcester Street
President Worcester, MA 01604
Central Supply Company, Inc.
Calvin L. Frink 11 Route 12-A
Retired Surry, NH 03431
David R. Grenon 20 Washington Square
Chairman of Advisory Worcester, MA 01604
Board & Asst. Clerk
The Protector Group
Insurance Agency, Inc.
</TABLE>
<PAGE> 18
CUSIP No. 203630108 Schedule 13D Page 18 of 19
<TABLE>
<S> <C>
Elizabeth Sears Hager 5 Auburn Street
Executive Director Concord, NH 03301
United Way of
Merrimack County
Douglas S. Hatfield, Jr. Central Square
President and Treasurer P.O. Box 13
Hatfield, Moran & Barry, P.A. Hillsboro, NH 03244
Philip A. Mason 600 Atlantic Avenue
Attorney Boston, MA 02210
Mason & Martin
Walter R. Peterson 19 East Mountain Road
President Emeritus of P.O. Box 3100
Franklin Pierce College Peterborough, NH 03458
L. William Slanetz 471 Chapman Road
Owner, Cheshire Realty Keene, NH 03431
</TABLE>
<PAGE> 19
CUSIP No. 203630108 Schedule 13D Page 19 of 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
Location in
Sequentially
Numbered Copy
-------------
<S> <C> <C>
Exhibit 1 Option Agreement dated as of Note 1
March 24, 1997
Exhibit 2 Agreement and Plan of Reorganization Note 2
dated as of March 24, 1997
Exhibit 3 Plan of Share Exchange dated as Note 2
of March 24, 1997
Exhibit 4 Agreement and Plan of Merger Note 2
dated as of March 24, 1997
Exhibit 5 Form of Agreement between each of the P. 20
directors of Community, on the
one hand, and CFX, on the other.
Notes:
- ------
Note 1: Incorporated by reference from Exhibit 99.3 of the CFX
Annual Report on Form 10-K.
Note 2: Incorporated by reference from Exhibit 2.2 of the CFX
Annual Report on Form 10-K.
</TABLE>
<PAGE> 1
March 24, 1997
CFX Corporation
102 Main Street
P.O. Box 429
Keene, N.H. 03431
Ladies and Gentlemen:
The undersigned is a director of COMMUNITY BANKSHARES,
INC. ("Community") and is the beneficial holder of shares of
common stock, par value $0.10 per share, of Community
("Community Common Stock").
Community, Concord Savings Bank, Centerpoint Bank, CFX
Corporation ("CFX") and CFX Bank are considering the adoption
and/or execution of an Agreement and Plan of Reorganization
(the "Reorganization Agreement"), a Plan of Share Exchange
(the "Plan of Exchange") and an Agreement and Plan of Merger
(the "Plan of Merger" and, together with the Reorganization
Agreement and the Plan of Exchange, the "Transaction
Documents"), providing for certain transactions pursuant to
which CFX would, among other things, acquire all the issued
and outstanding Community Common Stock through a share
exchange, Community would be merged with and into CFX, and
Concord Savings Bank, a wholly owned New Hampshire
state-chartered savings bank subsidiary of Community and
Centerpoint Bank, a wholly-owned New Hampshire
state-chartered commercial bank subsidiary of Community Bank,
would be merged with and into CFX Bank, a wholly-owned New
Hampshire state-chartered savings bank subsidiary of CFX
(collectively, the "Transactions"). The execution of the
Transaction Documents is subject in the case of CFX to the
execution and delivery of this letter agreement (this
"Agreement"). In consideration of the substantial expenses
that CFX will incur in connection with the Transactions and
in order to induce CFX to execute the Transaction Documents
and to proceed to incur such expenses, the undersigned agrees
and undertakes, in his capacity as a shareholder of Community
and not in his capacity as a director of Community, as
follows:
1. The undersigned will vote or cause to be voted for
approval of the Reorganization Agreement and the Plan of
Exchange all the shares of Community Common Stock the
undersigned is entitled to vote with respect thereto.
<PAGE> 2
CFX Corporation
March 24, 1997
Page 2
2. The undersigned will not effect any transfer or
other disposition (except by operation of law) of any of the
undersigned's shares of Community Common Stock until
Community's shareholders have voted to approve the
Reorganization Agreement and the Plan of Exchange or until
the Transaction Documents have been terminated pursuant to
the terms of the Reorganization Agreement. In the case of
any transfer by operation of law or otherwise, this Agreement
shall be binding upon and inure to the benefit of the
transferee. Any transfer or other disposition in violation
of the terms of this paragraph 2 shall be null and void.
3. In the capacity described in the second paragraph of
this letter, the undersigned shall take or cause to be taken
all action necessary or desirable on the undersigned's part
so as to permit consummation of the Transactions at the
earliest possible date and shall not take, or cause or to the
best of the undersigned's ability permit to be taken, any
action which would substantially impair the prospects of
completing the Transactions pursuant to the Transaction
Documents.
4. The undersigned acknowledges and agrees that any
remedy at law for breach of the foregoing provisions shall be
inadequate and that, in addition to any other relief which
may be available, CFX shall be entitled to temporary and
permanent injunctive relief without the necessity of proving
actual damages.
IN WITNESS WHEREOF, the undersigned has executed this
Agreement as of the date first above written.
Very truly yours,
-----------------------------
Accepted and agreed to as of
the date first above written:
CFX CORPORATION
By:
-------------------------------------
Peter J. Baxter,
President and Chief Executive Officer
