<PAGE>
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidiential, for the Use of
[ ] Definitive Proxy Statement the Commission Only
[ ] Definitive Additional Materials (as permitted by Rule
[ X ] Soliciting Material Pursuant to 14a-6(e)(2))
Section 240.14a-11(c) or
Section 240.14a-12
COMMUNITY BANCSHARES, INC.
------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
EDWARD GREENE & STEPHEN GREENE
------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14(a)-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rule 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 the 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:
<PAGE>
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchage 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>
The Committee for Shareholder Interest
June 18, 1998
To the Shareholders of Community BancShares, Inc.:
You have previously received a letter dated June 8, 1998 from Management and
will shortly receive Management's proxy statement. If you have previously
returned our proxy card, thank you! We appreciate your support and you do not
need to do anything further. If you have not yet returned our proxy card we
encourage you to do so. In any event, please do not return Management's proxies
until you have had the opportunity to review our rebuttal of their proxy
statement. This rebuttal will be mailed to you within the week. Our rebuttal
will address, point-by-point, any allegations and claims made by Management. Our
rebuttal will also reveal the numerous instances wherein Management has acted
contrary to the best interest of the shareholders.
In Management's letter of June 8, 1998, they only show only that net income for
1997 was $628,122 and that this was a 79% increase over 1996. They don't address
the fact that net income in 1996 was a disappointing $350,969, which equaled a
return on equity of 5.2%. They further ignore the fact that $9,740,000 of your
equity was required to earn $628,122 in 1997. This means the return on your
equity was only 6.46% for all of 1997. We will send you an independent financial
newsletter which will show that the average return on equity for other North
Carolina banks is 12 to 14 percent, more than double the performance of
Community BancShares, Inc.
If the majority of the Board of Directors believe that this is an outstanding
job, then in the opinion of the Committee for Shareholder Interest these
directors and Management must be educated to the requirements of today's market.
We are committed to the maximization of shareholder value and believe that
return on equity is a key measurement of financial performance and that the
first step in improving performance is to realize when it needs improving.
WE REMAIN COMMITTED TO MAXIMIZING SHAREHOLDER VALUE AND WILL CONTINUE OUR
EFFORTS IN THAT DIRECTION AND OUR EFFORTS TO REMIND MANAGEMENT THAT THE
SHAREHOLDERS ARE THE ONES WHO OWN THE COMPANY.
Sincerely,
The Committee for Shareholder Interest
