<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:
[ X ] Preliminary Proxy Statement [ ] Confidiential, for
the Use of the
[ ] Definitive Proxy Statement Commission Only (as
permitted by
[ ] Definitive Additional Materials Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Section 240.14a-11(c) or
Section 240.14a-12
COMMUNITY BANCSHARES, INC.
_____________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
EDWARD GREENE, JOE SEVERT, & STEPHEN GREENE
_____________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] 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.
[ X ] $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>
SCHEDULE 14A
(INFORMATION REQUIRED TO BE DISCLOSED
PURSUANT TO 17 C.F.R. Section 240.14A-101)
Item 1. Date, time, and place information.
At this time, the filing parties have no knowledge or indication of when
the 1998 annual meeting of the registrant will take place. This schedule will
be updated as that information becomes available.
The mailing address of the registrant is as follows:
COMMUNITY BANCSHARES, INC.
1600 CURTIS BRIDGE ROAD
WILKESBORO, NORTH CAROLINA 28697
This preliminary filing and the subsequent definitive proxy statement which
will be filed with the Securities & Exchange Commission is being assembled in
connection with an anticipated effort to solicit proxies by the Minority
Interest of the Board of Directors of Community BancShares, Inc. Such persons
are delineated under Item (4) below.
As of the date of filing of this preliminary proxy statement there is no
indication as to when a proxy statement or form of proxy will be delivered to
security holders, but it will not be done for at least ten (10) days after
filing of this preliminary proxy statement. In addition, as this filing is
being made on behalf of parties other than the registrant and is a preliminary
filing at that, the filing parties have no knowledge of the guidelines proposed
by the registrant for the submission of shareholder proposals for the next
annual meeting (1999).
The only agenda item which the filing parties are aware of at this point is
the election of the newest "class" of directors to the board of directors of
Community BancShares, Inc.
Item 2. Revocability of proxy.
Any proxy given pursuant to this solicitation may be revoked by any
shareholder who attends the meeting and gives oral notice of his election to
vote in person, without compliance with any other formalities. In addition, any
proxy given pursuant to this solicitation may be revoked prior to the meeting by
delivering to the Secretary of the Company an instrument revoking the proxy or a
duly executed proxy bearing a later date. Proxies which are returned properly
executed and not revoked shall be voted in accordance to the specified
directions of the shareholder thereon. Where no specification is made, the
proxies will be voted according to the recommendations of the board of
directors. In addition, the filing parties request that written notice of
revocation of a previously granted proxy be delivered prior to the start of
business on the day of the 1998 annual meeting of Community BancShares, Inc. to
counsel for the filing parties: McElwee & McElwee, 906 Main Street, North
Wilkesboro, North Carolina, 28659.
<PAGE>
Item 3. Dissenters' right of appraisal.
Briefly, dissenters have the following rights under North Carolina law. A
shareholder is entitled to dissent from, and obtain payment of the fair value of
his shares in the event of a merger, share exchange, sale or exchange of
corporate assets, amendment of the articles of incorporation that materially and
adversely affects rights in respect of a dissenter's shares, and any corporate
action taken pursuant to a shareholder vote to the extent the articles of
incorporation, bylaws, or a resolution of the board of directors provides that
voting or nonvoting shareholders are entitled to dissent and obtain payment for
their shares.
A shareholder entitled to dissent and obtain payment for his shares under
North Carolina Law may not challenge the corporate action creating his
entitlement unless the action is unlawful or fraudulent with respect to the
shareholder or the corporation.
The rights of a partial dissenter under this subsection are determined as
if the shares as to which he dissents and his other shares were registered in
the names of different shareholders.
Further, a beneficial shareholder may assert dissenters' rights as to shares
held on his behalf only if he submits to the corporation the record
shareholder's written consent to the dissent with respect to all shares of which
he is the beneficial shareholder not later than the time the beneficial
shareholder asserts dissenters' rights.
In order to dissent, an individual must follow the statutory procedure. To
begin with, if the proposed corporate action creating dissenters' rights is
submitted to a vote at a shareholders' meeting, the meeting notice must state
that shareholders are or may be entitled to assert dissenters' rights under
North Carolina law and be accompanied by a copy of the pertinent statute. If
corporate action creating dissenters' rights is taken without a vote of
shareholders, the corporation shall no later than 10 days thereafter notify in
writing all shareholders entitled to assert dissenters' rights that the action
was taken and send them the dissenters' notice described in the statute. If a
corporation fails to comply with the requirements of the statute, the corporate
action still stands, but any shareholder entitled to recover under the statute
may do so for the full amount of any damages they may have suffered via a civil
action against the corporation filed within three years after the corporation
acting.
In order for a dissenting shareholder to recover, demand for payment must
be made to the corporation. The dissenting shareholder must make sure the
corporation receives written notice of his intent to demand payment for his
shares if the disputed action is taken, and the dissenting shareholder must not
vote his shares in favor of the proposed action.
In the case that a corporate action creating dissenters' rights is
authorized at a shareholders' meeting, the corporation must mail by registered
or certified mail no later than 10 days after the corporate action was taken,
return receipt requested, a written dissenters' notice to all shareholders who
satisfied the requirements to dissent. The notice must state where payment
demand must be sent and where and when certificates for certificated shares must
be deposited, inform holders of uncertificated shares to what extent transfer of
the shares will be restricted after the payment demand is received, supply a
form for demanding payment, set a date 30-60 days
<PAGE>
from the date notice is mailed by which the corporation must receive the
payment demand, and be accompanied by a copy of the applicable statute. In
order to recover under this scenario, a shareholder sent a dissenters' notice
must demand payment and deposit his share certificates in accordance with the
terms of the notice, otherwise he loses his rights. The shareholder who
demands payment and deposits his share certificates in such a manner retains
all other rights of a shareholder until these rights are canceled or modified
by the taking of the proposed corporate action.
Item 4. Persons Making the Solicitation.
This solicitation is to be made by Edward Greene, Joe Severt, and Stephen
Greene on behalf of the shareholders of Community BancShares, Inc. Solicitation
will be made via mailed communications, personal face-to-face conversations, and
telephone calls to registered shareholders of Community BancShares, Inc. This
item will be updated via supplemental filings if there are other methods which
are used by the solicitors.
To this point, there has been a negligible amount spent by the soliciting
parties for and in furtherance of soliciting security holders. The amount spent
to this point in connection with said solicitation, including preparation and
filing of the requisite forms and schedules with the Securities & Exchange
Commission is approximately $25,000. The anticipated total outlay by the
soliciting parties is expected to be in the neighborhood of $60,000, however,
that number is at best a rough estimate as the soliciting parties are
inexperienced in gauging the cost of a proxy contest. The costs of the
solicitation will be borne by the soliciting parties initially, with a
likelihood that the question of reimbursement will be submitted to a vote by the
security holders.
Item 5. Interest of Certain Persons in Matters to be Acted Upon.
As was previously noted, the only matter to be acted upon at the annual
meeting which the soliciting parties are aware of is the election of directors
to the board.
AGENDA ITEM
ELECTION OF DIRECTORS
The Board of Directors is made up of twelve directors. The Articles of
Incorporation of Community BancShares, Inc. call for a "classified" board of
directors. The definition of "classified" is that at each and every Annual
Meeting of the shareholders of the Issuer, one-third of the members of the Board
of Directors are elected to serve three-year terms. Four directors are
presently standing for election to the Board. The soliciting parties recommend
the election of the four nominees listed below. In the event that any nominee
chooses to withdraw from consideration for election as a director or for any
other reason is unable to serve as director, any proxy granted to the soliciting
parties will be voted for such other person as nominated by the soliciting
parties. The affirmative vote of a majority of the votes cast at the meeting is
required to elect the four nominees of the soliciting parties standing for
election. Mr. Stephen B. Greene has been a director of the Company since its
inception. Ms. Robertson and Messrs. Lamb and Mathis have never been directors
of the Company. The soliciting parties have no reason to
<PAGE>
believe any of the nominees will refuse to serve if elected.
The following persons have been nominated by the soliciting parties
according to the by-laws of the Company for election to the Board of Directors
as Class I directors, to serve for a term of three years and until successors
are elected and qualified. The soliciting parties recommend voting for these
individuals:
Joseph Daniel Lamb, age 57, has been self-employed as a consulting forester
in Wilkesboro, North Carolina since 1978. Prior to becoming self-employed in
1978, he worked as the Forest Manager for R. B. Johnston & Sons, Inc. from 1975
to 1978. Mr. Lamb's business address is 1031/2 South Bridge Street, Wilkesboro,
North Carolina 28697.
Janice S. Robertson, age 35, has been employed as a Certified Public
Accountant with Benson, Blevins & Associates, P.L.L.C. since August of 1988.
She has been a member of the Board of Directors of CHR Enterprises, Inc. and
held the offices of Secretary and Treasurer with that corporation since July of
1997. Prior to that time she was a member of the Board of Directors of Robby's
Sales, Inc. and held the offices of Assistant Secretary and Assistant Treasurer
with that corporation from June of 1994 to November of 1997. Ms. Robertson's
business address is Benson, Blevins & Associates, P.L.L.C., 302 Ninth Street,
North Wilkesboro, North Carolina 28659.
Roger Mathis, age 48, has been President and Chief Executive Officer of
Mathis Electric Company, Inc, an electrical contractor, since 1979. He has also
been the Chief Executive Officer of MECI & Associates, Inc., another electrical
contractor, since 1993. In addition, Mr. Mathis has been the President of Lil'
Grandfather Mountain Christmas Tree Farm since 1992. Mr. Mathis' business
address is Mathis Electric Company, Inc., P.O. Box 546, North Wilkesboro, North
Carolina 28659.
Stephen Brian Greene, age 40 has been self-employed as an insurance broker
with the Thompson Financial Group since 1988. Prior to that he was a life
insurance salesman and financial planner with the McNeill Financial Group from
1987 to 1988 and a life insurance salesman and financial planner with New York
Life from 1982 to 1987. Additionally, he has served as Vice President of Severt
& Greene, Inc. since 1996 and has been a Director of Community BancShares, Inc.,
since its inception in 1991. Mr. Greene's business address is P.O.Box 1943,
North Wilkesboro, North Carolina 28659.
The soliciting parties believe that the following persons will be nominated
by the current Board of Directors of Community BancShares, Inc. for election to
the Board of Directors as Class I directors, to serve for a term of three years
and until successors are elected and qualified. The soliciting parties
recommend against voting for these individuals:
Rebecca Ann Sebastian, age 62, is presently retired. Ms. Sebastian served
as Media Coordinator at the North Wilkesboro Elementary School from 1972 until
she retired in 1994
Gilbert R. Miller, age 68, is presently retired. From 1947 to 1986, Mr.
Miller served as
<PAGE>
President and Chief Executive Officer of Miller Brothers Lumber Company.
Brent F. Eller, age 58, has served as Secretary and Treasurer of Community
BancShares, Inc. since June 1990. Mr. Eller served from 1980 to 1994 as an
operations specialist with Lowe's Companies, Inc.
The following persons are members of the Board of Directors who are not
standing for election to the Board this year and whose term will continue after
the Annual Meeting of Shareholders.
Dwight E. Pardue, age 69, is presently retired. Currently, Mr. Pardue is
serving as the Chairman of the Board of Community BancShares, Inc. Mr. Pardue
served in various capacities with Lowe's Companies, Inc. from 1956 to 1990,
including Senior Executive Vice President. Mr. Pardue's address is P.O. Box
791, North Wilkesboro, North Carolina 28659.
Joe D. Severt, age 67, has been retired since 1971. Mr. Severt worked in
several capacities for Lowe's Companies, Inc. over the period from 1956 to 1971,
including Office and Credit Manager of its Roanoke, Virginia store. Mr.
Severt's address is 7326 Sunnybrook Drive, Roanoke, Virginia 24019.
R. Colin Shoemaker, age 54, is currently employed as Controller and Office
Manager of Key City Furniture Company, Inc. since 1985.
Jack R. Ferguson, and 71, is presently retired. From 1954 to 1985, he
served in various capacities with Lowe's Companies, Inc., including most
recently as manager of the Hendersonville, North Carolina Store. Mr. Ferguson's
address is 71 Beaverdam Road, Candler, North Carolina, 28715.
Edward F. Greene, age 68, is presently retired. Mr. Greene currently
serves as President of Severt & Greene, Inc., an investment company based in
North Wilkesboro. Mr. Greene served in numerous capacities with Lowe's
Companies, Inc. from 1954 to 1984, most recently as a Senior Vice President.
Mr. Greene's address is 216 Fairway Lane, Wilkesboro, North Carolina 28697.
Robert Ricketts, DDS, age 48, is a dentist in North Wilkesboro who has been
engaged in private practice since 1976.
Ronald S. Shoemaker, age 57, has been President of Community BancShares,
Inc. since June 1990 and was engaged in the organization of the Company and
Wilkes National Bank since February 1990. Mr. Shoemaker served as Senior Vice
President and City Executive for Southern National Bank from 1985 to 1988. Mr.
Shoemaker's address is 924 Pleasant Home Church Road, Miller's Creek, North
Carolina 28651.
Ronald S. Shoemaker, President and director of Community BancShares, Inc.
and Wilkes National Bank, is the brother of R. Colin Shoemaker, a director of
Community
<PAGE>
BancShares, Inc. and Wilkes National Bank. Stephen B. Greene, a director of
Community BancShares, Inc., is the son of Edward F. Greene, a director of
Community BancShares, Inc.
There is no evidence that any of the participants as defined in the
instructions to Items (4) and (5) of Schedule 14a of the regulations governing
the Securities & Exchange Commission (17 C.F.R. Section 240.14a-101) have ever
been convicted in a criminal proceeding.
BENEFICIAL OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth a body of information which, to the best of
the soliciting parties' knowledge is correct, concerning the beneficial
ownership as defined in 17 C.F.R. Section 240.13d-3, of the outstanding Common
Stock of Community BancShares, Inc. by those identified as participants in
instructions to Items (4) and (5) of Schedule 14A of the Securities & Exchange
Act of 1938 as amended. (17 C.F.R. Section 240.14a-101)
Except as otherwise indicated, each person listed below possesses sole
voting and investment power of the shares noted as beneficially owned. The term
"beneficial ownership" is defined in the applicable regulation (17 C.F.R.
Section 240.13d-3) as including those shares in which an individual, directly or
indirectly, has or shares either investment or control power or both. This
definition includes in "shares beneficially owned" those options or warrants
which are exercisable within 60 days of the date on which notice is mailed to
the shareholders. The percentages listed in the table below are based on a
total of 1,286,886 shares outstanding. For those individuals who are beneficial
owners of warrants and options, the total number of shares outstanding used for
the purposes of determining ownership percentages is equal to 1,286,886 plus the
number of shares subject to the presently exercisable options or warrants
beneficially owned by that individual.
SECURITY OWNERSHIP OF PARTICIPANTS
AS DEFINED IN RULE 13D-3 UNDER THE ACT.
(17 C.F.R.Section 240.13d-3)
<TABLE>
<CAPTION>
Reporting Person Common Stock Warrants(1) Options(2) % of Class per RP
- ---------------- ------------ ----------- ---------- -----------------
<S> <C> <C> <C> <C>
Edward Greene (3)............... 206,000 62,226 8,000 21.5%
Joe Severt (4).................. 208,550 62,226 8,000 21.7%
Stephen Greene.................. 63,500 62,226 8,000 10.5%
Joseph D. Lamb (5).............. 400 0 0 *
Roger Mathis (6)................ 15,100 0 0 1.2%
Janice Robertson................ 15,338 0 0 1.2%
Dwight Pardue................... 40,000 34,096 8,000 6.4%
R. Colin Shoemaker (7).......... 6,600 5,624 8,000 1.6%
Jack R. Ferguson (8)............ 33,200 31,538 8,000 5.7%
Robert F. Ricketts.............. 25,000 12,786 8,000 3.6%
Ronald S. Shoemaker............. 12,595 9,300 62,668 6.6%
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Rebecca A. Sebastian (9)........ 35,000 21,310 8,000 5.0%
Gilbert Miller (10)............. 38,638 20,190 8,000 5.2%
Brent Eller (11)................ 2,000 1,704 8,000 *
</TABLE>
* Less than one percent of the shares outstanding
(1) These are presently exercisable stock purchase warrants granted in
connection with the initial stock offering of Community BancShares,
Inc.
(2) These amounts represent presently exercisable stock options granted in
blocks of 2000 per year as annual compensation to members of the Board
of Directors of Community BancShares, Inc.
(3) This amount includes 198,000 shares held in Mr. Greene's IRA, 800
shares held by his wife for which Mr. Greene has voting power, and
1600 shares held by Severt & Greene, Inc., a company in which Edward
Greene has a 50% interest.
(4) This amount includes 1600 shares held by Severt & Greene, Inc., a
company in which Joe Severt has a 50% interest.
(5) Joseph Daniel Lamb is currently the owner of record of 400 shares of
common stock issued by Community BancShares, Inc. which have been
placed in trust for his sons Andrew and Matthew and of which he is the
trustee.
(6) This amount includes 15,000 shares which are held and controlled by
Roger Mathis as the beneficial owner and 100 shares which are in the
name of his minor grandson, but are controlled by Roger Mathis as
guardian.
(7) Of the 6,600 shares of common stock which Mr. Shoemaker beneficially
owns, 4,180 are owned jointly with his wife, 1,210 shares are owned by
Mr. Shoemaker's IRA, and 1,210 shares are owned by his wife's IRA.
(8) The shares of common stock which Mr. Ferguson owns are held jointly
with his wife.
(9) The amount of common stock includes 5,000 shares owned jointly by Ms.
Sebastian and her aunt.
(10) The shares of common stock which Mr. Miller owns are held jointly with
his wife.
(11) All of the shares beneficially owned by Mr. Eller are owned by his
IRA.
There is no evidence that any of the participants are or have been in the
past year, a party to any contract, arrangement, or understanding with any
person with respect to any securities of
<PAGE>
the registrant, including, but not limited to joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies.
There is no evidence that any of the participants or any of their
associates have any contract, arrangement, or understanding with any person with
respect to any future employment by the registrant or its affiliates or with
respect to any future transaction which the registrant or its affiliates may be
a party to.
With regard to the securities issued by the registrant, the only purchase
of said securities by Edward F. Greene or Joe Severt in the last two years was
the purchase of the balance of the latest stock offering of the registrant so
that said offering could be completed in September 1996. Mr. Greene purchased
121,000 shares of common stock and Mr. Severt purchased 120,950 shares of
common stock. These transactions were financed via cash received from the
sale of other securities for Mr. Greene and funds borrowed at brokerage rates
through a margin account at Wheat First Securities for Mr. Severt. The only
sales were two by Mr. Edward Greene. He sold 500 shares of common stock in
March 1997 and 100 shares common stock in April 1997.
The following sales of securities of Community BancShares, Inc.
beneficially owned by Stephen Brian Greene took place over the last two years.
<TABLE>
<CAPTION>
1996 1997
- ------------------------------------------- -------------------------------------
<S> <C> <C> <C>
January: 200 sh. common stock sold January: 300 sh. common stock sold
March: 100 sh. common stock sold February: 500 sh. common stock sold
May: 500 sh. common stock sold April: 100 sh. common stock sold
July: 100 sh. common stock sold June: 200 sh. common stock sold
September: 100 sh. common stock sold July: 100 sh. common stock sold
November: 200 sh. common stock sold September: 100 sh. common stock sold
November: 500 sh. common stock sold
</TABLE>
MATERIAL TRANSACTIONS
Joseph Daniel Lamb is presently the guarantor of one-third (1/3) of a
$90,000 note taken out in 1997 with Wilkes National Bank, a subsidiary of
Community BancShares, Inc., for the purpose of real estate investment.
The only material transaction which Stephen Brian Greene had with the
registrant or its subsidiary during the last fiscal year of the registrant was
the depositing of the Community BancShares, Inc. stock and warrants owned by him
with Wilkes National Bank as the guarantee for a loan of $850,000 made to Edward
F. Greene in September of 1997 for real estate investment. In January of 1998,
the loan was paid off in full and the shares and warrants returned to Stephen
Brian Greene.
Roger Mathis has been involved in only one material transaction which has
occurred in
<PAGE>
the last fiscal year. A mortgage with Wilkes National Bank was taken out on
May 23, 1997 for the purpose of real estate investment in the amount of
$72,500. Payments are currently being made on said mortgage.
In 1991, the Company entered into a lease with Edward F. Greene and his
wife Francis C. Greene to lease a facility of approximately 1,800 square feet in
Wilkesboro for use as offices of the Company's subsidiary, Wilkes National Bank.
The original agreement expired is June 1996 and the Company entered into an
agreement with Mr. and Mrs. Greene to continue leasing the facility. In
November of 1993, the Company entered into a lease agreement with Edward F.
Greene and Joe Severt to lease a 1,700 square foot facility in North Wilkesboro
for use as a branch office of Wilkes National Bank. Total payments made under
these agreements were $66,960* in 1997 and $72,110 during 1996. Mr. Edward
Greene has a line of credit with Wilkes National Bank for $850,000 which was
utilized in September of 1997. The balance was paid off in January of 1998 and
there is currently no money due on the loan
[* This amount includes rental payments only. No other costs (i.e. property
taxes, inspection fees, etc.) are included in the calculations.]
Item 6. Voting Securities and Principal Holders Thereof.
To the best knowledge of the filing parties, there are currently 1,286,886
shares of common stock issued by the registrant outstanding and entitled to
vote. Each share of common stock is entitled to one vote. As was previously
stated above, the filing parties are not currently aware of the record date with
respect to this solicitation, as the Company has not made that determination
yet. Cumulative voting rules will not be in effect.
The information required by Item 403 of Regulation S-K (17 C.F.R. Section
229.403) is contained within Item (5) above.
Item 7. Directors and Executive Officers
Mr. Edward F. Greene is a member of the additional capital committee of the
Company. which held no meetings over the 1997 fiscal year of the Company. He is
also a member of the executive committee, which met twice in 1997. In addition,
he is a member of the loan and asset liability committees of the subsidiary of
the Company, Wilkes National Bank. Those committees respectively met twice and
almost weekly over the course of the Company's 1997 fiscal year.
Mr. Joe Severt is a member of the additional capital, executive, and audit
committees of the Company. These committees did not meet during the Company's
1997 fiscal year in the case of the additional capital and audit committees, and
only twice in the case of the executive committee.
Mr. Stephen Brian Greene is a member of the site and search committee of
the Company. The committee had two meetings over the course of the Company's
last fiscal year, both attended by Mr. Stephen Brian Greene.
<PAGE>
There were ten (10) meetings of the Board of Directors of the Company over
the course of their last fiscal year. Mr. Edward F. Greene attended all of
them, as did Mr. Joe Severt. Mr. Stephen Brian Greene attended seven (7) of
them.
STOCK OPTION PLAN
"On May 28, 193, the Company's shareholders adopted a 1993 Incentive Stock
Option Plan (the "Plan") for employees who are contributing significantly to the
management or operation of the business of the Company or its subsidiaries as
determined by the committee administering the Plan. The Plan provides for the
grant of up to 400,000 options at the discretion of the Board of Directors or a
committee designated by the Board of Directors to administer the Plan. The
option exercise must be at least 100% (110% in the case of a holder of 10% or
more of the Common Stock) of the fair market value of the stock on the date the
option is granted and the options are exercisable by the holder thereof in full
at any time prior to their expiration in accordance with the Plan. Stock
options granted pursuant to the Plan will expire on or before (1) the date which
is the tenth anniversary of the date the option is granted, or (2) the date
which the fifth anniversary of the date the option is granted in the event that
the option is granted to a key employee who owns more than 10% of the total
combined voting power of all classes of stock of the Company or any subsidiary
of the Company." (Quoted from the Company's Proxy Statement for the 1997 Annual
Meeting.)
"In May 1994, the Plan was amended to, among other things, provide for the
automatic annual grant of options to purchase 2,000 shares of Common Stock to
each of the Company's outside directors." (Quoted from the Company's Proxy
Statement for the 1997 Annual Meeting.)
(Note: All other items contained within Schedule 14A for compiling and
transmittal to the Securities and Exchange Commission for filing, do not, in the
opinion of the filing parties, apply to their situation. At any rate, any
information which has been inadvertently left off this Schedule 14A preliminary
proxy filing will, once brought to the attention of the filing parties, be
presented for filing via an amended version of this document.)
This the 24th day of February, 1998.
/s/ Edward Greene
- ---------------------------------
Edward Greene
/s/ Joe Severt
- ---------------------------------
Joe Severt
/s/ Stephen Greene
- ---------------------------------
Stephen Greene
