<PAGE>
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C>
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to
Section 240.14a-11(c) or
Section 240.14a-12
<CAPTION>
Filed by the Registrant / /
<S> <C>
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
/ / Definitive Additional Materials by Rule 14a-6(e)(2))
/ / Soliciting Material Pursuant to
Section 240.14a-11(c) or
Section 240.14a-12
</TABLE>
COMMUNITY BANCSHARES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
EDWARD GREENE, JOE SEVERT, & STEPHEN GREENE
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(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 Rule 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which the transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
PROXY STATEMENT
FOR THE 1998 ANNUAL MEETING
OF THE SHAREHOLDERS OF
COMMUNITY BANCSHARES, INC.
<PAGE>
Dear Shareholder:
The purpose of this letter is to let you know that the minority interest of
the Board of Directors of Community BancShares, Inc. has identified certain
actions and attitudes of the majority of the Board which indicate that the
majority of the Board has not been acting in the best interest of the
shareholders. You will have an opportunity to correct this and send a message to
the current majority of the Board by electing new Board members in May.
This proxy statement has been assembled by the minority interest of the
Board of Directors of Community BancShares, Inc. to relay to you the
shareholders certain facts and events which have occurred in the recent past and
are the basis for the current proxy contest involving Community BancShares, Inc.
In order to properly lay a foundation, however, we must ask you to go back in
time and remember the reasons WHY you originally invested in Community
BancShares, Inc. ("CBI").
Back in 1990, you and others like you saw a need for a locally owned and
operated bank which would serve the needs of the community and would provide a
good investment for the shareholders. This bank would be financed by the
citizens of Wilkes County and run in the best interests of those citizen-
shareholders. To that end, you and your neighbors bought stock in the fledgling
company which was to operate as the holding company for the new bank and other
future financial entities. This corporation, CBI, promised you and the others
like you who invested their hard-earned money a chance to be involved in an
organization which looked out for the interests of the shareholders. Sadly, the
evidence indicates that some of the individuals who were to operate CBI in your
best interest have become more concerned with selfish motives than maximizing
and protecting your investment and your return on that investment.
The following facts and events illustrate the degree to which the
controlling faction of the Board of Directors of CBI has neglected their duties
to you, the shareholder.
1. The fact that the current Board of Directors of CBI is made up entirely
of members of the Board of Directors of CBI's subsidiary, Wilkes National Bank,
and the majority of CBI's Board refuses to diversify their membership through
electing additional expertise and representation from outside the organization.
This transfusion would enable CBI to become more flexible and compete better in
the highly competitive present and future market for financial services.
A side effect of this stagnation is that the management of Wilkes National
Bank isn't accountable to anyone but itself. Both boards of directors have
become rubber stamps for the management of Wilkes National Bank and fail to hold
shareholder interest paramount. Attempts to correct this redundant and
ineffective organizational structure have met with total opposition by the
current majority of the Board of Directors of CBI and management of both CBI and
Wilkes National Bank.
2. Over the last two years, the controlling faction has ignored the voices
and opinions of shareholders who control and vote over 40% of CBI's stock.
3. The controlling faction of CBI's Board of Directors has accepted an
earning goal of less than 5% return on equity for 1997. Actual earnings have not
yet been reported but are expected to be less than 7% return on equity. In
contrast to this, a similarly situated bank, First Community Bank of West
Virginia ("FCB"), posted a return on equity of over 16% for 1997.
4. Over the past several years, the controlling faction has refused a number
of financially sound and profitable proposals. The only justification for such
refusals that one can reasonably perceive is that said proposals threatened the
ability of the controlling faction to remain in power.
5. Upon information and belief, during the Spring and Summer of 1997,
general counsel for the Company, Smith, Gambrell & Russell in Atlanta provided
personal legal services to the individual members of the controlling faction,
which the controlling faction then had paid out of company funds.
6. In July, 1997, the controlling faction refused to seriously consider a
share exchange proposal from FCB wherein the shareholders of CBI would have
gained a net return of approximately $6.00/share on the transaction by
exchanging .394 shares of FCB stock for each share of CBI's stock. This was an
incredible chance to maximize shareholder value for ALL shareholders. The
taxable value of the exchange would have been in excess of $22.00 per share, but
was rejected by the Board 8-4, with the controlling faction voting
<PAGE>
unanimously against the proposal. FCB is a holding company that would allow
Wilkes National Bank to continue to operate as Wilkes National Bank with its own
Board of Directors and a minimum amount of oversight by FCB.
In response to the proposal, the controlling faction retained the consulting
firm of Robinson-Humphrey from Atlanta to analyze the "value" of CBI stock. In
its analysis, Robinson-Humphrey utilized figures and projections provided by the
controlling faction to justify why the proposal from FCB should be turned down
by the Board. These "projections" have turned out to be 50% higher than current
earnings in 1998. In addition, in providing their analysis, Robinson-Humphrey
admittedly failed to analyze the value of FCB stock despite the fact that FCB
stock would have been received by CBI shareholders if the proposal had gone
through. The proposal would have benefited the shareholders of CBI in the
following ways:
(a) FCB has a return on equity of over 16% compared to a projected return of
less than 6.8% for CBI in 1997.
(b) FCB has a dividend approaching 4% per year compared to no dividend for
CBI, and a growth rate greater than Robinson and Humphrey projected through 2001
for CBI. The dividend alone for FCB would be approximately equal to the annual
EARNINGS of CBI.
(c) Valuable synergies and economies of scale could have been achieved by
the association between Wilkes National Bank and FCB. With the financial backing
of support of FCB, a company with a lending limit more than 10 times the current
limit of Wilkes National Bank, Wilkes National Bank would have the capability to
expand and take advantage of any forseeable future opportunities for growth.
Despite the above facts, the controlling faction refused to present the FCB
letter of intent to the shareholders and has never offered a satisfactory
explanation of why the offer was never presented to the shareholders for
consideration. They have never properly explained why the owners of CBI, people
like yourself and your neighbors who've invested their hard-earned money,
weren't allowed the opportunity to decide what was the best course of action for
this community's bank. Had the July 1997 proposal been accepted by the Board,
and approved by the shareholders, the shareholders of the company would have
realized a 33% gain in share value plus dividends of over $.50 per year per
share on their investment over the past six months alone!
7. In November 1997, the controlling faction noticed a special meeting of
the Board of Directors of CBI to attempt to validate a proposal that CBI issue
for purchase more of its common stock at a price of $12.50 per share. At the
time, CBI stock was trading in the $15 to $16 dollar range. This issuance would
have diluted the current ownership interest of the shareholders of CBI, and
would've probably driven down the price of CBI stock. Further, the cost to CBI
to issue the new stock would have been substantial. This cost would have been
incurred even though an independent consultant hired by the minority interest of
the Board verified that CBI did not need any additional capital at the time.
This stock offering was only halted after the minority interest of the Board
filed a lawsuit against the majority faction to enjoin them from proceeding with
their plans.
The bottom line is that the time has come for a change. This Spring, the
1998 Annual Meeting is a perfect opportunity for you and the other shareholders
like you to take back your Company. There are four Directors up for re-election
at this meeting and three of them are members of the controlling interest.
Unseat them, and send a message to the rest of those who control the Board that
the time has come for them to stop thinking of themselves and their own selfish
interest. The soliciting parties recommend that you vote for the following slate
of directors at the 1998 Annual Meeting.
STEPHEN BRIAN GREENE
JANICE C. ROBERTSON
JOSEPH DANIEL LAMB
ROGER MATHIS
Whether you will be attending the Meeting or voting through the enclosed proxy
card, your vote is critical to the effort to return Community BancShares, Inc.
to the control of the shareholders and looking out for those shareholders'
interest. We, the soliciting parties, thank you for time you've spent in reading
this letter and look forward to seeing you at the Annual Meeting this Spring.
Sincerely,
Edward F. Greene Joe Severt Stephen Greene
<PAGE>
PROXY STATEMENT
FOR THE 1998 ANNUAL MEETING OF
COMMUNITY BANCSHARES, INC.
COMMUNITY BANCSHARES, INC., 1600 CURTIS BRIDGE ROAD, WILKESBORO, NORTH CAROLINA,
28697
INTRODUCTION
At this time, the minority interest of the Board of Directors has no
knowledge or indication of when the 1998 Annual Meeting of Community BancShares,
Inc. will take place. As soon as that information becomes available, it will be
communicated to the shareholders. The anticipated record date is April 15, 1998,
with the Meeting to be held May 20, 1998.
This proxy statement been assembled in connection with an effort by the
Minority Interest of the Board of Directors of Community BancShares, Inc. to
solicit proxies on behalf of the shareholders of the Company. In addition, as
this proxy statement is assembled and being distributed on behalf of parties
other than the registrant, those 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 for the 1998 Annual Meeting
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. With regard to any other agenda items which are brought before the
shareholders for a vote at the 1998 meeting, proxies granted to the minority
interest will be voted by the minority interest in the best interest of the
shareholders as can be reasonably determined by the minority interest.
REVOCABILITY OF PROXIES
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 Minority Interest requests 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.
AGENDA ITEM: ELECTION OF DIRECTORS
As is noted above, the only matter to be acted upon at the annual meeting
which the Minority Interest is aware of is the election of directors to the
board.
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 Company, one-third of the members of the
Board of Directors are elected to serve three-year terms. Four directors are
presently standing for re-election to the Board. The Minority Interest
recommends voting for the four nominees listed immediately below. In the event
that any of these nominees 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 Minority Interest will be voted for such other person as is
nominated by the Minority Interest. The affirmative vote of a majority of the
votes cast at the meeting is required to elect the four nominees of the Minority
Interest 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 Minority Interest has no reason to
believe any of the nominees will refuse to serve if elected.
1
<PAGE>
The following persons have been nominated by the Minority Interest 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 Minority Interest recommends 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 103 1/2 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 Minority Interest believes 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 Minority Interest recommends
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 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.
2
<PAGE>
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 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.
BENEFICIAL OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth a body of information required to be
disclosed by law which, to the best of the Minority Interest's 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.
3
<PAGE>
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%
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>
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* 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.
4
<PAGE>
There is no evidence that any of the above individuals 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 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 above individuals 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 Community BancShares, Inc. may be a
party to.
With regard to the securities issued by Community BancShares, Inc., the only
purchase or sale 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 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>
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>
CERTAIN MATERIAL TRANSACTIONS
According to law, the existence of transactions which meet certain criteria
must be made known to the shareholders whose proxy is sought. The following
paragraphs address this requirement.
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.
Stephen Brian Greene deposited 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 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
5
<PAGE>
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.]
RULE 16A COMPLIANCE
The regulations which govern the application of the Securities Exchange Act
of 1934 and the resulting amendments to that Act require the reporting of
certain transactions to the Securities Exchange Commission which involve the
securities issued by the registrant and those individuals who according to the
criteria contained within Rule 13d-3 benefically own more than 10% of said
securities. The Minority Interest has complied with these requirements through
late filings of Forms 4 and 5 with the S.E.C.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
To the best knowledge of the Minority Interest, 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.
DIRECTORS AND EXECUTIVE OFFICERS
The following relates the current status of the members of the Minority
Interest of the Board of Directors as directors and their affiliation with
various committees of the Company and its affiliate, Wilkes National Bank.
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.
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
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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.)
DISSENTER'S RIGHTS
Briefly, dissenters have the following rights under North Carolina law. A
shareholder is entitled to dissent from, and obtain payment for 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, or 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 from the date notice is mailed
by which the corporation must receive the
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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.
THE SOLICITING INDIVIDUALS AND OTHER DETAILS OF 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.
This the 13th day of March, 1998.
By: /s/ EDWARD GREENE
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Edward Greene
By: /s/ JOE SEVERT
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Joe Severt
By: /s/ STEPHEN GREENE
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Stephen Greene
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