SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] 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)
Not Applicable
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which 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:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange 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: ____________________________________
[COMMUNITY BANCSHARES LETTERHEAD]
June 8, 1998
To the shareholders of Community Bancshares, Inc.:
On behalf of a majority of the Board of Directors of Community Bancshares, Inc.
(the "Company"), we wanted to inform you that in connection with the upcoming
1998 Annual Meeting of Shareholders, Edward F. Greene and Stephen B. Greene,
directors of the Company (collectively referred to as the "Minority Directors"),
are soliciting proxies in opposition to the three director nominees approved by
a majority of the Board.
WE URGE YOU NOT TO SIGN ANY PROXIES SOLICITED BY EDWARD F. GREENE OR STEPHEN
B. GREENE.
We are not yet requesting your proxy, but ask only that you withhold judgment
until you have received a proxy statement and proxy card solicited on behalf of
a majority of the Board of Directors of the Company, which you will receive
shortly. Please Do Not send in any proxies solicited by the Minority Directors
before you have received and considered our proxy material.
We believe that we have done an outstanding job of building stockholder value
and that we have earned your trust and support. Your 1997 Annual Shareholders
Report will be forthcoming, which clearly demonstrates 1997 was an excellent
year for our Company. During the year, the Company's net income increased 79%
to $628,122, while loans increased 31% and deposits increased 26%. In addition,
we have continued to maintain a high quality loan portfolio. Most importantly,
however, we continue to gain market share, primarily at the expense of our
competitors. We believe our 1997 financial performance, as well as management's
policies, position us well for future growth and profitability as an
independent, community-owned Bank.
We are committed to keeping you informed of further developments in our proxy
battle with the Minority Directors and you may be assured that we will continue
to act in the best interest of the Company and its shareholders. We expect that
the annual meeting of shareholders will be held in early July 1998. Should you
have any questions, please do not hesitate to contact us at (336) 903-0600,
extension 300. Thank you for your continued support.
On behalf of the Majority of the Board of Directors of the Company,
/s/ Dwight E. Pardue /s/ Ronald S. Shoemaker
Dwight E. Pardue Ronald S. Shoemaker
Chairman of the Board President and Chief Executive Officer
Certain of the directors of the Company and the Company's nominees for director
are participants in the solicitation of proxies in opposition to the Minority
Directors. Certain information with respect to such participants is attached
hereto
Number of
Beneficial Owner Occupation Shares Owned(1)
Brent F. Eller Mr. Eller has served as Secretary 27,524(2)
649 Vannoy Maxwell Road and Treasurer of the Company since
Purlear, June 1990. Mr. Eller served as an
North Carolina 28665 operation specialist with Lowe's
Companies, Inc., a retail building
materials and home center chain, from
1980 until his retirement in 1994.
Jack R. Ferguson Mr. Ferguson is presently retired. 74,738(3)
71 Beaverdam Road From 1954 to 1985, he served in
Candler, various capacities with Lowe's
North Carolina 28715 Companies, Inc., including most
recently as manager of the
Hendersonville, North Carolina store.
*Gilbert R. Miller Mr. Miller is presently retired. From 66,828(4)
P.O. Box 1497 1947 to 1986, Mr. Miller served as
Miller's Creek, President and Chief Financial Officer
North Carolina 28651 of Miller Brothers Lumber Company.
Mr. Miller has been a director of the
Company since 1990.
*Randy D. Miller Mr. Miller has served as President of 51,168
164 Old Highway 60 Randy miller Lumber Company since
Miller's Creek, 1983. Mr. Miller has also served as
North Carolina 28651 President of Randy Miller Trucking
Company since 1983, and as President of
Pine Log Company since 1995.
Dwight E. Pardue Mr. Pardue is presently retired. Mr. 84,096(5)
P.O. Box 791 Pardue currently serves as Chairman
North Wilkesboro, of the Boardof the Company. From 1956
North Carolina 28659 to January 1990, Mr. Pardue served in
various capacities with Lowes Companies,
Inc., including most recently Senior
Executive Vice President.
Robert F. Ricketts Mr. Ricketts is a dentist who has been 45,786(6)
P.O. Box 157 engaged in private practice in North
North Wilkesboro, Wilkesboro since 1976.
North Carolina 28659
*Rebecca Ann Sebastian Ms. Sebastian is presently retired. 64,310(7)
159 Little Mountain Ms. Sebastian served as Media
Church Road Coordinator of the North Wilkesboro
North Wilkesboro, Elementary School from 1972 until her
North Carolina 28659 retirement in 1994. Ms. Sebastian has
been a director of the Company since
1990.
R. Colin Shoemaker R. Colin Shoemaker has served as 21,424(8)
516 Germantown Road Controller and Office Manager of
Wilkesboro, Key City Furniture Company, Inc.
North Carolina 28697 since 1985.
Ronald S. Shoemaker Ronald S. Shoemaker has served as 79,696(9)
924 Pleasant Home Church Road President of the Company since June
Miller's Creek, 1990, and has been engaged in the
North Carolina 28651 organization of the Company and the
Bank since February 1990. Mr.
Shoemaker served as Senior Vice
President and City Executive for
Southern National Bank of North
Carolina from 1985 to 1988.
* Denotes nominees approved by a majority of the Board of Directors of the
Company for election at the 1998 Annual Meeting of Shareholders. With the
exception of Randy D. Miller, each of the above persons is a director of the
Company.
_____________________
(1) Except as otherwise indicated, each person named in this table possesses
sole voting and investment power with respect to the shares beneficially
owned by such person. "Beneficial Ownership" includes shares for which an
individual, directly or indirectly, has or shares voting or investment power
or both and also includes warrants and options which are exercisable within
sixty days of the date hereof. Beneficial ownership as reported in the
above table has been determined in accordance with Rule 13d-3 of the
Securities Exchange Act of 1934.
(2) Includes 8,724 shares subject to presently exercisable stock purchase
warrants and 8,000 shares subject to presently exercisable stock options.
Of the 27,524 shares beneficially owned by Mr. Eller, 8,800 are owned
jointly with his wife and 2,000 are owned by his IRA.
(3) Includes 8,000 shares subject to presently exercisable stock options. Of
the 74,738 shares beneficially owned by Mr. Ferguson, 33,200 shares are
owned by Mr. Ferguson jointly with his spouse, and 2,000 shares are held
by the Ferguson Educational Trust.
(4) Includes 8,000 shares subject to presently exercisable stock options.
Shares are owned by Mr. Miller jointly with his spouse.
(5) Includes 8,000 shares subject to presently exercisable stock options.
(6) Includes 4,262 shares subject to presently exercisable stock purchase
warrants and 8,000 shares subject to presently exercisable stock options.
(7) Includes 5,000 shares owned jointly by Ms. Sebastian with a relative and
8,000 shares subject to presently exercisable stock options.
(8) Includes 2,060 shares subject to presently exercisable stock purchase
warrants and 8,000 shares subject to presently exercisable stock options.
Of the 21,424 shares beneficially owned by Mr. Shoemaker, 4,180 shares 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.
(9) Includes 57,596 shares subject to presently exercisable stock options.