SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential. For use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
Community Bancshares, Inc.
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(Name of Registrant as Specified in Its Charter)
Corr, Inc.
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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 the table below per Exchange Act Rules 14a-6(i)(1)
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 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:
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[ ] 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:
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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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CORR, INC.
600 THIRD AVENUE EAST
ONEONTA, ALABAMA 35121
TELEPHONE: (800)343-8796
FACSIMILE:(205)237-3525
June ____, 2002
Dear Fellow Stockholders of
Community Bancshares, Inc.:
We are sending the accompanying Proxy Statement and the enclosed BLUE
proxy card to you as one of the holders of the common stock, par value $.10 per
share (the "Common Stock"), of Community Bancshares, Inc. (the "Company") in
order to solicit your proxy for use at this year's Annual Meeting of
Stockholders of the Company (the "Annual Meeting"). The Annual Meeting will be
held at The Heritage Club, 111 Washington Street, N.E., Huntsville, Alabama, on
Tuesday, July 2, 2002, at 10:00 a.m., Central Time.
It has been three years since a group of stockholders of the Company,
of which we were a part, solicited proxies for use at the 1999 Annual Meeting
of Stockholders of the Company. At that time, we expressed our concern about
the significant number of related-party transactions involving various members
of management and the impact of those transactions on the financial condition
and operating results of the Company. While we were unsuccessful in 1999 in
electing our nominees for Director of the Company, we nevertheless believe that
we had some small measure of success given the subsequent termination or
modification of several related-party transactions and the reduction in the
rate at which such transactions are being effected by the Company.
Now, however, there can be little doubt that the news involving the
Company and its management is even more alarming. Over the past three years,
the following events have been reported either in the periodic filings made by
the Company with the Securities and Exchange Commission or in the press:
- Various stockholders who are angry over management's apparent
lack of regard for the value of their investments in the
Company have sued the Company and members of management.
- Employees of the Company who were allegedly wrongfully
terminated for reporting their concerns regarding management
of the Company and its actions to various regulatory agencies
and law enforcement authorities have sued the Company for
their wrongful termination.
- The Federal Reserve Bank of Atlanta has investigated the
Company and required it to enter into a memorandum of
understanding pursuant to which certain restrictions have been
implemented with respect to the operation and management of
the Company's principal subsidiary, Community Bank.
- The Federal Bureau of Investigation has launched an
investigation of the Company regarding its alleged misuse of
Community Bank's funds.
- It has been reported that a Federal grand jury has taken
testimony regarding alleged misconduct by certain members of
management.
- The United States Attorney for the Northern District of
Alabama has filed a civil complaint to seize assets of a
construction company which allegedly received more than $2
million from Community Bank as a result of "bank fraud".
We believe that these lawsuits and investigations reflect managements's gross
misconduct and blatant disregard for its accountability to the stockholders of
the Company.
Management's blatant disregard for its accountability to the
stockholders of the Company is also reflected in what are, in our view,
misleading statements to the Company's stockholders regarding the operating
results of the Company. After the Company restated its net income in 1999 from
$3.38 million to $1.66 million and incurred losses of $2.2 million in 2000 and
$1.1 million in 2001, Kennon R. Patterson, Sr., Chairman, President and Chief
Executive Officer of the Company, tells the stockholders of the Company in his
letter dated May 30, 2002, covering the Company's 2001 Annual
Fellow Stockholders of
Community Bancshares, Inc.
June ___, 2002
Page 2
Report that the losses being incurred by the Company are improving. In our
view, management's performance and the operating results of the Company are
being bolstered by the sale of not only a substantial portion of its bond
portfolio in 2001, but also 10 valuable bank branch locations this year. In
particular, the sale of one-third of the Company's bank branches, in our view,
significantly diminishes the Company's prospects for profitability in the
future and represents a material change in the business plan and strategy of
Community Bank, about which the stockholders of the Company have not been told.
Rather than addressing our concerns directly, the Company and
Community Bank have instead impugned our motives by accusing us in a lawsuit
filed against us and certain other stockholders of the Company, of attempting to
acquire control of the Company. While we cannot speak for the other defendants
in this lawsuit, we certainly admit that we would have welcomed any good faith
effort to rescue the Company from its mismanagement. Nevertheless, the truth of
the matter is we are only interested in protecting our investment in the Company
or alternatively disposing of that investment and instead we have decided to
communicate with the stockholders of the Company in connection with the
solicitation of proxies to elect our nominee for Director. Any suggestion that
our solicitation of proxies is an attempt to acquire control of the Company is
patently ludicrous. We, together with our associates, hold only 7.9% of the
outstanding Common Stock of the Company and, even assuming our nominee for
Director is elected, he will hold merely one of 10 seats on the Company's Board
of Directors. This can hardly be considered acquiring control of the Company.
Notwithstanding whatever management of the Company may say, we are entitled to
seek representation on the Company's Board of Directors.
IN LIGHT OF ALL OF THE LAWSUITS AND INVESTIGATIONS BY REGULATORY
AGENCIES AND LAW ENFORCEMENT AUTHORITIES INVOLVING THE COMPANY AND MANAGEMENT,
AND GIVEN THE POOR FINANCIAL PERFORMANCE OF THE COMPANY AND MANAGEMENT, WE
BELIEVE THAT THERE MUST BE AN IMMEDIATE CHANGE! THE FIRST STEP TOWARD
ACCOMPLISHING THIS CHANGE IS FOR THE STOCKHOLDERS TO ELECT OUR NOMINEE FOR
DIRECTOR. Although the election of our nominee for Director will not solve all
of the problems confronting the Company and its management, it will no doubt
permit the stockholders the opportunity to begin to have meaningful input in the
governance of the Company's operations and thereby remind management of its
obligations to the Company's stockholders.
We need your help! This is not a goal that can be accomplished by the
efforts of a single stockholder. All of the Company's stockholders must unite
in order that our message may be heard loud and clear. We must not tolerate the
past practices of management of the Company! It is time for change!
Vote to support our nominee for Director in order to protect your
investment in the Company. We are a stockholder of the Company, our interests
are aligned with yours and we have every incentive to increase stockholder
value. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE
COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED BLUE PROXY CARD TODAY IN THE ENCLOSED
POSTAGE-PAID RETURN ENVELOPE! If you have already submitted a proxy card to the
Board of Directors of the Company, you may change your vote by signing, dating
and returning the enclosed BLUE proxy card which will be counted at the Annual
Meeting. If you need help in voting your shares, please call us at our toll-free
telephone number above. Thank you for your support.
Sincerely,
Bryan A. Corr, Sr.
President and Chief Executive Officer
PROXY STATEMENT
OF
CORR, INC.
ANNUAL MEETING OF STOCKHOLDERS
OF
COMMUNITY BANCSHARES, INC.
JULY 2, 2002
INTRODUCTION
This proxy statement (the "Proxy Statement") and the enclosed BLUE
proxy card are being furnished to holders of the common stock, par value $.10
per share (the "Common Stock"), of Community Bancshares, Inc., a Delaware
corporation (the "Company"), by Corr, Inc. (the "Stockholder") in connection
with the solicitation of proxies from the Company's stockholders to be used at
the 2002 Annual Meeting of Stockholders of the Company, including any
adjournments or postponements, continuations or reschedulings thereof (the
"Annual Meeting"). According to definitive proxy materials filed by the Company
with the Securities and Exchange Commission ("SEC" or the "Commission"), the
Annual Meeting is currently scheduled to be held on Tuesday, July 2, 2002, at
The Heritage Club, 111 Washington Street, N.E., Huntsville, Alabama, at 10:00
a.m., Central Time. This Proxy Statement and the enclosed BLUE proxy card are
first being furnished to the Company's stockholders on or about June _____,
2002.
Your Proxy will authorize the Stockholder to take the following
actions at the Annual Meeting:
1. Elect the person nominated by the Stockholder as a Director
of the Company (the "Stockholder Nominee"); and
2. Transact such other business as may properly come before the
Annual Meeting.
YOUR VOTE IS IMPORTANT! A VOTE FOR THE STOCKHOLDER NOMINEE IS A VOTE FOR
CHANGE. THE STOCKHOLDER URGES YOU TO JOIN IT AS DESCRIBED HEREIN.
GENERAL INFORMATION
The Annual Meeting will be held at The Heritage Club, 111 Washington
Street, N.E., Huntsville, Alabama on Tuesday, July 2, 2002, at 10:00 a.m.,
Central Time. According to the Company's definitive proxy materials, the Board
of Directors has fixed the record date for determining stockholders entitled to
notice of and to vote at the Annual Meeting as May 10, 2002 (the "Record
Date"). Stockholders of record at the close of business on the Record Date will
be entitled to one vote at the Annual Meeting for each share of Common Stock
held by them on the Record Date. As of May 10, 2002, the total number of shares
of Common Stock reported by the Company as being outstanding was 4,826,601. To
the knowledge of the Stockholder, the Common Stock is the only class of voting
securities of the Company outstanding as of the Record Date.
TO ELECT THE STOCKHOLDER NOMINEE,
PROMPTLY COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED BLUE PROXY CARD
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING OR NOT,
THE STOCKHOLDER URGES YOU TO COMPLETE AND RETURN
THE ENCLOSED BLUE PROXY CARD.
PROPERLY VOTING THE ENCLOSED BLUE PROXY CARD
AUTOMATICALLY REVOKES ANY PROXY PREVIOUSLY SIGNED BY YOU.
REMEMBER, ONLY YOUR LATEST DATED AND SIGNED PROXY WILL BE VOTED.
If the enclosed BLUE proxy card is properly executed and received by
the Stockholder before or at the Annual Meeting, the shares of Common Stock
represented thereby will be voted by the person designated therein in
accordance with the directions indicated thereon. If you sign the BLUE proxy
card but do not make any specific choices, your proxy will vote your shares in
favor of the election of the Stockholder Nominee to the Board of Directors.
THIS SOLICITATION IS BEING MADE BY THE STOCKHOLDER
AND NOT ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
REASONS FOR THE SOLICITATION
The Stockholder believes that the Annual Meeting is critical to the
future of the Company and its stockholders and, accordingly, is requesting
proxies from stockholders of the Company to elect the Stockholder Nominee as a
Director. The Stockholder's concerns about the future of the Company are based
upon, among other things, the restatement of its net income for 1999 from $3.38
million to $1.66 million and the net losses of $2.2 million and $1.1 million
for the years 2000 and 2001, respectively. Even then, the operating results of
the Company were, in our view, bolstered by the sale of a substantial portion
of its bond portfolio. The Stockholder believes that the losses incurred by the
Company during the past two years are attributable in large measure to gross
mismanagement of the Company by its management, including its failure to
properly monitor the acts of certain of the Company's officers and employees.
The gross mismanagement of the Company is reflected in the numerous
lawsuits and investigations to which the Company is a party. For instance, a
lawsuit now styled M. Lewis Benson; Doris E. Benson; John M. Packard, Jr.; and
Andy C. Mann v. Community Bancshares, Inc.; Community Bank, Inc.; Larry Bishop;
Morgan City Construction, Inc.; J&M Materials, Inc.; Dewey Hamaker; Kennon R.
Patterson, Sr.; Kennon R. Patterson, Jr.; Glynn Debter; Stacey Mann; Merritt
Robbins; Bishop K. Walker, Jr.; Roy B. Jackson; Loy McGruder; Robert O.
Summerford; Denny G. Kelly; Jimmie Trotter; John J. Lewis, Jr.; Jimmy Childers;
Hodge Patterson; Edward Ferguson; and Fictitious Defendants 1-10, Civil Action
No. CV-00-275, which was originally filed on July 21, 2000, is currently
pending in the Circuit Court of Blount County, Alabama. In this lawsuit, the
plaintiffs, all of whom are stockholders of the Company, allege mismanagement
of the Company's assets, including management's failure to properly monitor
certain construction projects. Specifically, the plaintiffs allege that a
construction company hired to build two bank branches billed, and received
payment from, the Company for expenditures and services rendered with respect
to the construction of the 20,000 square-foot luxury home of Kennon R.
Patterson, Sr., Chairman of the Board, President and Chief Executive Officer of
the Company. The Company's Board of Directors appointed a special committee on
August 24, 2000, comprised of certain of its own members to conduct an
investigation of the allegations giving rise to this lawsuit. While the special
committee found no evidence that the Company had paid any of the construction
costs associated with Mr. Patterson's luxury home, it was reported in the press
that the Circuit Court Judge hearing this lawsuit rejected the Company's
request that the lawsuit be dismissed and sharply criticized the special
committee's efforts. The Circuit Court Judge specifically questioned the
committee's good faith, independence, thoroughness and fairness. The evidence
presented by the plaintiffs, according to the Circuit Court Judge, suggested
that the committee rarely met, did not locate a critical witness whose
telephone number was readily available, did not discuss this matter with
employees of the construction company in question, overlooked obvious
contradictions in witnesses' stories and did not attempt to review the billing
records of the construction company. Finally, the Circuit Court Judge
questioned the objectivity of the special committee during the course of the
investigation and permitted discovery to commence in the lawsuit.
2
According to press accounts, the allegations giving rise to this lawsuit have
also been the subject of certain investigations by regulatory agencies and law
enforcement authorities. In July 2000, Michael A. Bean, then Chief Financial
Officer and a Director of Community Bank, and Michael W. Alred, then a Vice
President and a Director of Community Bank, discussed with regulatory and law
enforcement officials their concerns regarding, among other things, the
fraudulent payment of construction costs associated with Mr. Patterson's luxury
home. Shortly thereafter, the construction company's billing and personnel
records and computers were seized pursuant to a warrant issued by the District
Attorney of Marshall County, Alabama, at the behest of the Federal Bureau of
Investigation ("FBI"), and numerous examiners with the Federal Reserve Bank of
Atlanta, the Federal Deposit Insurance Corporation and the Alabama Department
of Banking began an extensive review of the Company's records. A federal grand
jury began taking evidence regarding these allegations sometime in 2000.
On September 14, 2000, a lawsuit now styled Estate of R. C. Corr, Jr.;
Doris S. Corr; Bryan A. Corr, Sr.; Tina M. Corr; Joan M. Currier; John David
Currier; and Corr, Inc. f/k/a Oneonta Telephone Company, Inc. v. Kennon R.
Patterson, Sr.; Kennon R. Patterson, Jr.; Glynn Debter; Stacey Mann; Merritt
Robbins; Bishop K. Walker, Jr.; Roy B. Jackson; Loy McGruder; Robert O.
Summerford; Denny G. Kelly; Jimmie Trotter; John J. Lewis, Jr.; Hodge
Patterson; Edward Ferguson; Community Bancshares, Inc.; Community Bank, Inc.,
et al., Civil Action No. CV-00-216-OHJ, was filed in the Circuit Court of
Blount County, Alabama. In this lawsuit, the plaintiffs, which include the
Stockholder, the Stockholder Nominee and certain of his associates allege that
certain actions and omissions of the defendants, which consist of the Company,
Community Bank and certain members of the Board of Directors of such entities,
caused the siphoning off of corporate income and assets which in turn resulted
in depriving the plaintiffs of their just share of corporate income and gains.
The actions and omissions of the defendants are alleged to include the payment
to Directors of exorbitant salaries and bonuses, improper payments to
Directors' relatives, unreasonable payments under contracts between the Company
and its subsidiaries and certain of the defendants or to entities controlled by
certain of the defendants or their relatives, and improper rental agreements
for property leased by the Company and its subsidiaries from certain of the
defendants.
On November 15, 2000, a lawsuit styled Michael W. Alred and Michael A.
Bean v. Community Bank, Inc., Civil Action No. CV-00-B-3309-NE, was filed in
the United States District Court for the Northern District of Alabama,
Northeastern Division. In this lawsuit, the plaintiffs, Michael W. Bean and
Michael A. Alred, allege that they were wrongfully terminated by the Company as
a result of reporting the activities of management to regulatory agencies and
law enforcement authorities.
The Company entered into a memorandum of understanding with the
Federal Reserve Bank of Atlanta on April 9, 2001. Under this informal agreement
with one of the Company's principal regulatory agencies, the Company must
refrain from paying dividends, repurchasing any of its shares of Common Stock,
incurring any additional indebtedness, altering terms of existing indebtedness
or increasing the amount of management fees paid to the Company by Community
Bank. The Company also agreed to develop a contingency plan for conserving or
raising cash, develop a plan to strengthen the Company's internal audit
program, provide information regarding loans extended by Community Bank to
facilitate purchases of the Company's Common Stock and appoint a committee to
review the appropriateness of Mr. Patterson's compensation.
The United States Attorney for the Northern District of Alabama filed
a civil complaint in the United States District Court for the Northern District
of Alabama, Middle Division, on February 12, 2002, to begin forfeiture
proceedings to seize certain assets from the owners of the construction
company. The U.S. Attorney alleged in the civil complaint that Kennon R.
Patterson, Sr., other officials of Community Bank and the construction company
owners "were able to take advantage of a lack of oversight and poor internal
controls" by Community Bank and that Federal and state law enforcement
investigators have found approximately $2 million paid to the construction
company in violation of Federal law. In the civil complaint, the United States
Attorney alleged that a review of the construction company's records and
documents conducted as part of the FBI's investigation shows a substantial
amount of overbilling by the construction company on certain construction
projects of Community Bank during the period January 1998 through July 2000,
and that these same documents show virtually no billing by the construction
company with respect to Mr. Patterson's personal residence and other structures
located on the surrounding property despite extensive work being performed
during the same time period.
3
It is the belief of the Stockholder, consistent with applicable
Delaware law, that the ultimate responsibility for the management of the
Company lies with its Board of Directors. Given the ongoing investigations and
pending litigation involving the Company, Community Bank and certain of its
officers and Directors, the Stockholder believes that a change in the Board of
Directors of the Company is necessary and in the best interests of all the
stockholders of the Company. Based on the events which have occurred over the
past several years, it is apparent that the current Board of Directors of the
Company either does not understand its responsibilities in this regard or has
chosen to ignore those responsibilities. The Stockholder seeks a change in the
direction of the Company to one that will benefit all stockholders, and
believes that it is in the stockholders' best interests to elect the
Stockholder Nominee. In the Stockholder's view, the election of the Stockholder
Nominee is the first step in accomplishing this change. Although the election
of the Stockholder Nominee will not solve all of the problems confronting the
Company and its management, it will no doubt permit the stockholders the
opportunity to begin to have meaningful input in the governance of the
Company's operations.
We need your help! Because of the large number of shares of Common
Stock of the Company owned by management, this is clearly an uphill battle and
not one that can be won without your help. We must unite so that our message is
heard loud and clear: WE WILL NOT TOLERATE MANAGEMENT'S ABUSE OF ITS POWER AT
THE EXPENSE OF THE STOCKHOLDERS' INVESTMENT IN THE COMPANY! We simply cannot
afford for management to continue to manage the Company as though it was their
own personal asset, and with little or no regard for the interests of all the
stockholders.
YOUR VOTE IS IMPORTANT!
TO VOTE FOR THE STOCKHOLDER NOMINEE
IN ORDER TO SAVE YOUR INVESTMENT IN THE COMPANY,
COMPLETE,SIGN, DATE AND RETURN THE BLUE PROXY
CARD TODAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE!
IF YOU HAVE ALREADY SUBMITTED A PROXY CARD
TO THE BOARD OF DIRECTORS OF THE COMPANY, YOU MAY CHANGE YOUR VOTE
BY SIGNING, DATING AND RETURNING THE ENCLOSED
BLUE PROXY CARD WHICH WILL BE COUNTED AT THE ANNUAL MEETING.
ELECTION OF THE STOCKHOLDER NOMINEE
The Stockholder is soliciting proxies in support of the Stockholder
Nominee to be used at the Annual Meeting. According to the Company's definitive
proxy materials filed with the Commission, the Company's Board of Directors
consists of 10 Directors, of which three are to be elected at the Annual
Meeting. The Board of Directors is divided into three classes, the members of
which serve staggered three-year terms. If the Stockholder Nominee is elected,
the Stockholder Nominee would constitute one out of 10 Directors.
The Stockholder proposes that the Company's stockholders elect the
Stockholder Nominee as a Director of the Company at the Annual Meeting.
According to the Company's definitive proxy materials filed with the Commission,
the Stockholder Nominee would hold office as a Class III Director until the 2005
Annual Meeting and until his successor is elected and qualified, or until his
earlier death, resignation, removal or disqualification. The Stockholder Nominee
has agreed to serve as a Director of the Company if elected.
The Stockholder Nominee, Bryan A. Corr, Sr., age 42, is President and
Chief Executive Officer, Director and a principal shareholder of Corr, Inc. and
an employee of Corr Wireless Communications, L.L.C., its wholly- owned
subsidiary. Corr Wireless Communications, L.L.C. is engaged in operating,
acquiring, constructing and disposing of cellular telephone systems in north
Alabama. Mr. Corr previously served as a Director of Community Bancshares, Inc.
from 1997 until his resignation on January 28, 1999, and as a Director of two
of its subsidiaries, Community Bank and Community Insurance Corp., from 1997
until November 30, 1998.
4
There are no arrangements or understandings between the Stockholder
Nominee and any other person pursuant to which he was selected as a nominee.
Although the Stockholder Nominee, upon his election as a Director of the
Company, will be entitled to receive Director's fees consistent with the
Company's practices as set forth in the Company's definitive proxy materials,
it is the Stockholder Nominee's intent to refuse such fees until such time as
the Company's financial situation has improved significantly.
Neither the Stockholder Nominee nor any of his associates (i) has any
arrangements or understandings with any person or persons with respect to any
future employment by the Company or its affiliates, or with respect to any
future transactions to which the Company or any of its affiliates may be a
party, or (ii) has carried on any occupation or employment with the Company or
any corporation or organization which is or was a parent, subsidiary or other
affiliate of the Company except as otherwise described herein. No family
relationships exist between the Stockholder Nominee and any Director or
executive officer of the Company.
Certain additional information relating to, among other things, the
ownership of Common Stock by the Stockholder Nominee and his associates, the
indebtedness of an associate of the Stockholder Nominee, and litigation
involving the Stockholder Nominee and his associates, is set forth in Schedules
I-A and I-B to this Proxy Statement and is hereby incorporated herein by
reference.
THE STOCKHOLDER RECOMMENDS A VOTE "FOR" THE STOCKHOLDER NOMINEE.
OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
The Stockholder is not aware of any business to be brought before the
Annual Meeting other than the election of three Directors. Should other
proposals be brought before the Annual Meeting, the persons named on the BLUE
proxy card will vote on such proposals in a manner they consider to be in the
best interests of the Company and its stockholders.
REQUIRED VOTES
According to the Company's definitive proxy materials filed with the
Commission, the holders of a majority of the Common Stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, will
constitute a quorum for purposes of the Annual Meeting. For these purposes,
shares which are present or represented by a proxy at the Annual Meeting will be
counted for quorum purposes regardless of whether the holder of the shares or
the proxy abstains from voting on any particular matter or whether a broker with
discretionary authority fails to exercise its discretionary voting authority
with respect to any particular matter. According to the Company's definitive
proxy materials filed with the Commission, once a quorum of the stockholders is
established, (i) Directors will be elected by a plurality of the votes of the
shares of Common Stock, present, in person or by proxy, at the Annual Meeting,
and (ii) any other action to be taken must be approved by the vote of the
holders of a majority of the shares of Common Stock, present, in person or by
proxy, at the Annual Meeting, unless otherwise provided in the Company's
Certificate of Incorporation or Bylaws. Abstentions will in effect count as
votes against approval of actions to be taken at the Annual Meeting other than
the election of Directors. Broker non-votes will not have an effect on the
outcome of the election of Directors or approval of any other action the Company
is aware is to be taken at the Annual Meeting.
PROXY PROCEDURES
Stockholders are urged to complete, sign and date the enclosed BLUE
proxy card and return it to Corr, Inc., Post Office Box 1500, Oneonta, Alabama
35121, in the enclosed postage-paid envelope in time to be voted at the Annual
Meeting. Execution of the BLUE proxy card will not affect your right to attend
the Annual Meeting and to vote in person. According to the Company's definitive
proxy materials filed with the Commission, any proxy may be revoked at any time
prior to the Annual Meeting by delivering a written notice of revocation or a
later-dated proxy to the Stockholder or to the Secretary of the Company or by
voting in person at the Annual Meeting. Only your latest-dated proxy for the
Annual Meeting will count.
5
Only holders of record as of the close of business on the Record Date
will be entitled to vote. If you were a stockholder of record on the Record
Date, you may vote your shares of Common Stock at the Annual Meeting even if
you have sold your shares before or after the Record Date. Accordingly, please
vote the shares of Common Stock held by you on the Record Date, or grant a
proxy to vote such shares, on the BLUE proxy card, even if you have sold your
shares before or after the Record Date.
If any of your shares of Common Stock are held in the name of a
brokerage firm, bank nominee or other institution on the Record Date, only it
can vote such shares and only upon receipt of your specific instructions.
Accordingly, please contact the person responsible for your account and
instruct that person to execute on your behalf the BLUE proxy card.
Where you indicate a choice on your BLUE proxy card, your shares of
Common Stock will be voted as specified. If you indicate no choice, your shares
will be voted "FOR" the Stockholder Nominee, provided that you have signed and
dated the BLUE proxy card.
SOLICITATION OF PROXIES
Proxies may be solicited by mail, facsimile, telephone, telegraph, in
person and by advertisement. Solicitations may be made by any of the
participants disclosed herein, including the Stockholder Nominee. In addition,
certain members of management and certain administrative employees of the
Stockholder may assist in the solicitation of proxies in the course of their
regular employment.
Banks, brokerage houses and other custodians, nominees and fiduciaries
will be requested to forward the soliciting material of the Stockholder to
their customers for whom they hold shares and the Stockholder will reimburse
them for their reasonable out-of-pocket expenses.
The Stockholder's total expenditures relating to the solicitation are
anticipated to be approximately $300,000. Total expenditures to date have
been approximately $36,000. The entire expense of preparing, assembling,
printing and mailing this Proxy Statement and related materials and the cost of
soliciting proxies in connection therewith will be borne by the Stockholder who
does not intend to seek reimbursement from the Company for those expenses.
STOCKHOLDER PROPOSALS FOR 2003 ANNUAL MEETING OF STOCKHOLDERS
According to the Company's definitive proxy materials filed with the
Commission, in order to be included in the Company's proxy statement for the
2003 Annual Meeting of Stockholders, any stockholder proposal to be presented at
the 2003 Annual Meeting of Stockholders must be received in the office of the
Secretary of the Company at its principal executive offices by January 31, 2003,
and must otherwise be in compliance with Rule 14a-8 promulgated under the
Securities Exchange Act of 1934, as amended, and other applicable legal
requirements.
According to the Company's definitive proxy materials filed with the
Commission, notice of nominations of persons for election to the Board of
Directors of the Company and the proposal of other business to be considered by
the stockholders must be provided in writing to the Secretary of the Company at
the Company's principal executive offices, not later than the close of business
on April 3, 2003, nor earlier than March 4, 2003. However, if the date of the
2003 Annual Meeting is more than 30 days before or more than 60 days after July
2, 2003, notice of such nominations to be timely must be delivered not earlier
than the close of business on the 120th day prior to such annual meeting and not
later than the close of business on the 90th day prior to the annual meeting or
the 10th day following the day on which public announcement of the date of such
meeting is first made by the Company. Additional requirements regarding such
nominations are set forth in the Company's definitive proxy materials.
6
The Company's principal executive offices are located at 68149 Highway
231 South, Blountsville, Alabama 35031, and its mailing address is Post Office
Box 1000, Blountsville, Alabama 35031.
OTHER INFORMATION
Certain information regarding shares of the Common Stock held by the
Company's Directors, nominees for Director, management and other 5% beneficial
stockholders is contained in Schedule II to this Proxy Statement.
Reference is made to the Company's definitive proxy materials relating
to the Annual Meeting for certain information such materials are required to
include concerning the Company, the Common Stock, other information concerning
the Company's management, and other matters regarding the Annual Meeting. The
Company also is required to provide to its stockholders its Annual Report for
the year ended December 31, 2001, which contains information regarding the
Company's financial condition and certain other matters. In addition, the
Company is required to file reports that are publicly available. Copies of all
such documents filed by the Company and by the Committee are available at the
Commission's web site (www.sec.gov).
Except as otherwise noted herein, the information concerning the
Company has been taken from or is based on the Company's public filings with
the Commission and certain press accounts. The Stockholder disclaims any
responsibility for the accuracy or completeness of any such information
contained herein or for any failure by the Company to disclose events that may
affect the significance or accuracy of such information. Furthermore,
information with respect to each participant is given solely by such
participant, and no participant assumes responsibility for the accuracy or
completeness of information furnished by another participant.
IF YOU HAVE ANY QUESTIONS CONCERNING THIS PROXY STATEMENT
OR NEED ASSISTANCE IN VOTING YOUR SHARES,
PLEASE CALL THE STOCKHOLDER AT (800) 343-8796.
7
SCHEDULE I-A
INFORMATION RELATING TO THE PARTICIPANTS,
INCLUDING THE STOCKHOLDER NOMINEE
Principal Business Address
of Corporation
or Organization in
Name and Business Present Principal Which Principal
or Residence Address of Occupation of Occupation of Reporting
Reporting Person Reporting Person Person is Conducted
----------------------- ----------------- --------------------------
Doris S. Corr (1) Vice President, Secretary, 600 Third Avenue East
600 Third Avenue East Treasurer and a Director - Oneonta, Alabama 35121
Oneonta, Alabama 35121 Corr, Inc. (4)
Bryan A. Corr, Sr. (1) (2) President, Chief Executive Officer, 600 Third Avenue East
600 Third Avenue East and a Director - Oneonta, Alabama 35121
Oneonta, Alabama 35121 Corr, Inc. (4)
Employee - Corr Wireless
Communications, LLC (5)
Tina M. Corr (2) Employee - Corr Wireless 600 Third Avenue East
600 Third Avenue East Communications, LLC (5) Oneonta, Alabama 35121
Oneonta, Alabama 35121
Joan M. Currier (1) (3) President, Secretary, Treasurer, a 100 Fourth Avenue West
100 Fourth Avenue West Director and an Employee - Oneonta, Alabama 35121
Oneonta, Alabama 35121 Comfort Lifestyles, Inc. (6)
John David Currier, Sr. (3) President, Secretary, Treasurer, a 100 Fourth Avenue West
100 Fourth Avenue West Director and an Employee - Oneonta, Alabama 35121
Oneonta, Alabama 35121 Currier Asset Management, Inc. (7)
Christy C. Chandler (3) Employee - Shelby County Board 5640 Cahaba Valley Road
100 Fourth Avenue West of Education Birmingham, Alabama 35242
Oneonta, Alabama 35121
John David Currier, Jr. (3) Full-time student - Foy Student Union
100 Fourth Avenue West Auburn University Auburn, Alabama 36830
Oneonta, Alabama 35121
Corr, Inc. (4) 600 Third Avenue East
(f/k/a Oneonta Telephone Oneonta, Alabama 35121
Company, Inc.)
600 Third Avenue East
Oneonta, Alabama 35121
---------
(1) Bryan A. Corr, Sr. and Joan M. Currier are the children of R. C. Corr,
Jr., who died on June 22, 2001, and Doris S. Corr.
(2) Bryan A. Corr, Sr. and Tina M. Corr are spouses.
(3) Joan M. Currier and John David Currier, Sr. are spouses. Christy C.
Chandler and John David Currier, Jr. are the children of Joan M.
Currier and John David Currier, Sr.
(4) All of the outstanding shares of the Stockholder, an Alabama
corporation (f/k/a Oneonta Telephone Company, Inc.), are held by Doris
S. Corr, individually and as personal representative of the Estate of
R. C. Corr, Jr., and Bryan A. Corr, Sr. Doris S. Corr and Bryan A.
Corr, Sr. serve Corr, Inc. in the positions indicated in this Schedule
I. The Stockholder has no other officers or Directors. The Stockholder
is the holding company of CWC (as hereinafter defined).
(5) Corr Wireless Communications, LLC ("CWC"), an Alabama limited
liability company (f/k/a North Alabama Cellular, LLC and CorrComm,
LLC), is a wholly owned subsidiary of the Stockholder. The principal
business of CWC is operating, acquiring, constructing and disposing of
cellular telephone systems in north Alabama.
(6) The principal business of Comfort Lifestyles, Inc. is the operation of
a domiciliary in Oneonta, Alabama.
(7) The principal business of Currier Asset Management, Inc. is the
operation of a golf course located in Oneonta, Alabama.
I-A-2
SCHEDULE I-B
OTHER INFORMATION REGARDING
THE PARTICIPANTS, INCLUDING THE STOCKHOLDER NOMINEE
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding the
beneficial ownership of the Common Stock of the Company as of April 15, 2002 by
the participants, including the Stockholder Nominee.
Number and
Percentage of Number of Shares of Number of Shares of
Shares of Common Stock With Common Stock With
Common Stock Respect to Which the Respect to Which the
Beneficially Owned Reporting Person Has Reporting Person Has
Name of ----------------------------------- Sole Voting and Shared Voting and
Reporting Person Number Percentage(1) Dispositive Power Dispositive Power
----------------- ------ ------------- -------------------- --------------------
Doris S. Corr 311,718 (2)(3) 6.5% 160,356 151,362
Bryan A. Corr, Sr. 192,205 (4) 4.0% 14 192,191
Tina M. Corr 40,829 (5) * -- 40,829
Joan M. Currier 7,880 (6) * -- 7,880
John David Currier, Sr. 7,880 (7) * -- 7,880
Christy C. Chandler 10,454 * 10,454 --
John David Currier, Jr. 10,454 * 10,454 --
Corr, Inc. 120,000 2.5% -- 120,000
(f/k/a Oneonta Telephone
Company, Inc.)
Doris S. Corr, Bryan A. Corr, 381,349 7.9% 181,278 200,071
Sr., Tina M. Corr, Joan M.
Currier, John David Currier,
Sr., Christy C. Chandler, John
David Currier, Jr. and Corr,
Inc. as a Group
---------
(1) Percentages are determined on the basis of 4,826,601 shares of Common
Stock reported by the Company as being outstanding on May 10, 2002.
(2) Includes (i) 10,454 shares held as Co-custodian with Bryan A. Corr,
Sr. for her minor granddaughter, Lauren M. Corr, (ii) 10,454 shares
held as Co-custodian with Bryan A. Corr, Sr. for her minor
granddaughter, Kelly B. Corr, (iii) 10,454 shares held as Co-custodian
with Bryan A. Corr, Sr. for her minor grandson, Bryan A. Corr, Jr.,
and (iv) 120,000 shares held by the Stockholder (f/k/a Oneonta
Telephone Company, Inc.).
(3) Does not include 100,000 shares of Common Stock that are the subject
of a lawsuit now styled Doris Corr, individually and as Personal
Representative of the Estate of R.C. Corr, Jr., v. Hugh Don Camp, Sr.,
Don T. Camp, Community Bancshares, Inc., Community Bank, Inc., Kennon
R. Patterson, Sr., Denny G. Kelly, Bishop K. Walker, et al. Civil
Action No. CV-00-260-OHJ, which was filed in the Circuit Court of
Blount County, Alabama on October 13, 2000. In this lawsuit, the
plaintiffs allege that the defendants, which consist of Hugh Don Camp,
Sr., his son, the Company, its principal subsidiary and certain of its
officers and Directors, breached or induced Hugh Don Camp, Sr. to
breach a contract between him and the plaintiffs for the purchase of
100,000 shares of Common Stock owned by him, and that the defendants
entered into an illegal conspiracy to tortiously interfere with such
contract. All of the shares of Common Stock to have been purchased in
this transaction were to have been held of record by R.C. Corr, Jr.
and Doris S. Corr, as joint tenants with right of survivorship, but
Doris S. Corr, individually and as personal representative of the
Estate of R.C. Corr, Jr., does not beneficially own any of such shares
of Common Stock presently.
(4) Includes (i) 40,829 shares held with Tina M. Corr as a joint tenant
with right of survivorship and (ii) 10,454 shares held as Co-custodian
with Doris S. Corr for his minor daughter, Lauren M. Corr, (iii)
10,454 shares held as Co- custodian with Doris S. Corr for his minor
daughter, Kelly B. Corr, (iv) 10,454 shares held as Co-custodian with
Doris S. Corr for his minor son, Bryan A. Corr, Jr., and (v) 120,000
shares held by Corr, Inc.
(5) Held with Bryan A. Corr, Sr. as a joint tenant with right of
survivorship.
(6) Held with John David Currier, Sr. as a joint tenant with right of
survivorship.
(7) Held with Joan M. Currier as a joint tenant with right of
survivorship.
* Less than 1%.
------------------
I-B-2
INDEBTEDNESS
Quality Transit Sales, Inc.,a principal shareholder of which is John
D. Currier, Sr., the Stockholder Nominee's brother-in-law, was indebted to
Community Bank during 2001. The largest aggregate indebtedness outstanding
during 2001 was $200,704. This indebtedness was related to a floor-plan line of
credit extended to Quality Transit Sales, Inc. and was paid in full on June 27,
2001. The interest rate charged with respect to this indebtedness was 8.5%.
LITIGATION
The Stockholder Nominee and his associates are parties, together with
the Company, Community Bank and certain officers and Directors of the Company,
to two lawsuits in addition to the lawsuit previously described herein. On
October 13, 2000, a lawsuit now styled Doris Corr, individually and as Personal
Representative of the Estate of R.C. Corr, Jr., v. Hugh Don Camp, Sr., Don T.
Camp, Community Bancshares, Inc., Kennon R. Patterson, Sr., Denny G. Kelly,
Bishop K. Walker, et al., Civil Action No. CV-00-260-OHJ, was filed in the
Circuit Court of Blount County, Alabama. In this lawsuit, the plaintiffs allege
that the defendants, which consist of Hugh Don Camp, Sr., his son, the Company,
Community Bank and certain of its officers and Directors, breached or induced
Hugh Don Camp, Sr. to breach a contract between him and the plaintiffs for the
purchase of 100,000 shares of Common Stock owned by him, and that the
defendants entered into an illegal conspiracy to tortiously interfere with such
contract.
On November 6, 2001, a lawsuit styled Community Bancshares, Inc. and
Community Bank v. Bryan A. Corr, Sr., Doris S. Corr, individually and as
Executrix of the Estate of R.C. Corr, Jr., deceased, Tina M. Corr, Corr, Inc.
f/k/a Oneonta Telephone Company, Inc., George Melvin Barnett, Michael A. Bean,
Michael W. Alred, R. Wayne Washam, M. Lewis Benson, Doris E. Benson, John M.
Packard, Jr., and Andy Mann, Civil Action No. CV-01-N-2835-S, was filed in the
United States District Court for the Northern District of Alabama, Southern
Division. As reported, in the Company's Quarterly Report on Form 10-Q for the
Quarterly Period Ended September 30, 2001, the plaintiffs, which consist of the
Company and Community Bank, allege in their complaint that the defendants,
which includes the Stockholder, have illegally conspired to acquire control of
the Company and Community Bank. The complaint also alleges that, by knowingly
making false statements and unsupported allegations to regulatory and law
enforcement authorities and in certain lawsuits, the defendants abused the
civil legal process. The complaint further alleges that certain of the
defendants who are former directors and/or executive officers of Community Bank
breached their fiduciary duties to Community Bank by participating in, and
taking actions in the furtherance of, the conspiracy. Finally, the complaint
alleges that the defendants failed to make filings which are required by the
Federal securities laws to disclose that the group is acting in concert to
acquire control of the Company. The Stockholder, the Stockholder Nominee and
certain of his associates deny the allegations of this lawsuit and are
defending it vigorously.
The Stockholder, the Stockholder Nominee and his associates have made
a proposal to the Company for the settlement of all previously disclosed
pending litigation to which they are parties with the Company, Community Bank
and certain of its officers and Directors.
I-B-3
SCHEDULE II
OWNERSHIP OF COMMON STOCK BY DIRECTORS, NOMINEES
AND OFFICERS OF THE COMPANY AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the
beneficial ownership of the Common Stock of the Company as of April 15, 2002 by
(i) each of the Directors, management's nominees for election as Director at
the Annual Meeting, and executive officers of the Company, (ii) all Directors,
executive officers as a group, and (iii) each person or group known by the
Company to own beneficially more than 5% of the outstanding shares of Common
Stock. Such information has been taken from or is based on the Company's
definitive proxy materials with respect to the Annual Meeting.
Shares of Common Stock Beneficially Owned (1)
-------------------------------------------------------------------------
Percentage
of Total
Shared Shares
Person, Group or Entity Sole Power (2) Power (2)(3) Aggregate Outstanding
----------------------- -------------- ------------ --------- -----------
I. Directors, Nominees and
Executive Officers
Glynn Debter 22,867 (4) 21,611 44,478 *
Roy B. Jackson 16,400 (5) 6,600 23,000 *
Denny G. Kelly 57,107 (6) 97,464 157,571 3.20%
John J. Lewis, Jr. 45,189 (7) 1,200 46,389 *
Loy McGruder (8) 32,463 (9) 263,894 296,357 6.14%
Kennon R. Patterson, Sr. (10) 62,862 (11) 768,182 929,044 19.25%
Kennon R. Patterson, Jr. 21,700 (12) 97,200 118,900 2.46%
Merritt M. Robbins 188,427 (13) 5,070 193,497 4.01%
Robert O. Summerford 45,667 (14) 76,200 (15) 121,867 2.52%
Jimmie Trotter 17,000 (16) 4,014 21,014 *
All Directors and executive officers 610,482 969,846 1,580,528 32.75%
as a group (11 persons)
II. Others
U.S. Trust Company, N.A., as -- 525,924 (18) 525,924 10.90%
Trustee of the Community
Bancshares, Inc. Employee Stock
Ownership Plan ("ESOP") (17)
Doris S. Corr, Bryan A. Corr, Sr., 181,278 200,071 381,349 7.9%
Tina M. Corr, Joan M. Currier,
John David Currier, Sr.,Christy C.
Chandler, John David Currier, Jr.,
and Corr, Inc. as a group (19)
Bishop K. Walker, Jr. (20) 215,115 (21) 56,265 271,380 5.62%
---------
(1) The number of shares reflected are shares which, under applicable SEC
regulations, are deemed to be beneficially owned, including shares as
to which, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, either voting power or
investment power is held or shared. In addition, in computing the
number of shares beneficially owned by a person and the percentage
ownership of that person, shares of Common Stock subject to options
held by that person which are currently exercisable, or which will
become exercisable within 60 days following April 15, 2002, are deemed
to be outstanding. Such shares, however, are not deemed outstanding
for the purposes of computing the percentage ownership of any other
person. The total number of shares beneficially owned is divided,
where applicable, into two categories: (i) shares as to which
voting/investment power is held solely, and (ii) shares as to which
voting/investment power is shared.
(2) Unless otherwise specified in the following footnotes, if a beneficial
owner is shown as having sole power, the owner has sole voting as well
as sole investment power, and if a beneficial owner is shown as having
shared power, the owner has shared voting power as well as shared
investment power. Some individuals are shown as beneficial owners of
shares held by the Company's ESOP. The individual has sole power to
direct the ESOP trustee as to the manner in which shares allocated to
the individual's account under the ESOP are to be voted. The
individual has no direct power of disposition with respect to shares
allocated to the individual's account, except to request a
distribution under the terms of the ESOP. The ESOP recordkeeper has
not completed the allocation as of December 31, 2001, so the number of
shares shown as allocated to an individual's account are as of
December 31, 2000.
(3) This column may include shares held in the name of, among others, a
spouse, minor children or certain other relatives sharing the same
home as the director, nominee, executive officer or 5% stockholder. In
the cases of Messrs. Kennon R. Patterson, Sr. and Loy McGruder this
column includes 199,877 shares which are held by the ESOP and which
have not been allocated to any participant account. These individuals
serve as members of the Administrative Committee of the ESOP and have
investment authority over the unallocated shares, but each individual
disclaims any beneficial ownership with respect to such unallocated
shares. In the case of Messrs. Kennon R. Patterson, Sr., Bishop K.
Walker, Jr., Denny G. Kelly, Loy McGruder, and Kennon R. Patterson,
Jr., this column includes 37,256 shares held by Community Investments,
a partnership composed of seven individuals, of which each such
individual is a partner.
(4) Includes, 21,667 shares which could be acquired within 60 days
following April 15, 2002 pursuant to stock options.
(5) Includes 15,000 shares which could be acquired within 60 days
following April 15, 2002 pursuant to stock options.
(6) Includes 40,000 shares which could be acquired within 60 days
following April 15, 2002 pursuant to stock options and 16,957
allocated to Denny G. Kelly's ESOP account as of December 31, 2000.
(7) Includes 21,667 shares which could be acquired within 60 days
following April 15, 2002 pursuant to stock options.
(8) The address of Loy McGruder is 68149 Highway 231 South, P.O. Box 1000,
Blountsville, Alabama 35031.
(9) Includes 21,667 shares which could be acquired within 60 days
following April 15, 2002 pursuant to stock options and 10,796 shares
allocated to Loy McGruder's ESOP account as of December 31, 2000.
(10) The address of Kennon R. Patterson, Sr. is 68149 Highway 231 South,
P.O. Box 1000, Blountsville, Alabama 35031.
(11) Includes 120,000 shares which could be acquired within 60 days
following April 15, 2002 pursuant to stock options and 40,762 shares
allocated to Kennon R. Patterson, Sr.'s ESOP account as of December
31, 2000.
(12) Includes 15,000 shares which could be acquired within 60 days
following April 15, 2002 pursuant to stock options and 6,600 shares
allocated to Kennon R. Patterson, Jr.'s ESOP account as of December
31, 2000.
II-2
(13) Includes 15,000 shares which could be acquired within 60 days
following April 15, 2000 pursuant to stock options.
(14) Includes 23,667 shares which could be acquired within 60 days
following April 15, 2002 pursuant to stock options.
(15) Includes 62,200 shares held by Summerford Nursing Home, Inc. and
14,000 shares held by Summerford Drugs, Inc. Robert O. Summerford is a
controlling shareholder of both companies.
(16) Includes 15,000 shares which could be acquired within 60 days
following April 15, 2002 pursuant to stock options.
(17) The address of U.S. Trust Company, N.A. is 515 S. Flower Street, Suite
2700, Los Angeles, CA 90071-2291.
(18) Participants in the ESOP have the power to direct the ESOP trustee how
to vote shares allocated to their individual accounts. Any unallocated
shares, and any allocated shares with respect to which voting
instructions are not received from a participant, will be voted by the
appropriate ESOP fiduciary in its discretion.
(19) The address of the members of the Corr and Currier families and Corr,
Inc. (f/k/a Oneonta Telephone Company, Inc.) is 600 Third Avenue East,
Oneonta, Alabama 35121.
(20) The address of Bishop K. Walker, Jr. is 68149 Highway 231 South, P.O.
Box 1000, Blountsville, Alabama 35031.
(21) Includes 15,217 shares allocated to Bishop K. Walker Jr.'s ESOP
account as of December 31, 2000.
* Less than 1%.
II-3
COMMUNITY BANCSHARES, INC.
2002 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF
CORR, INC.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints Bryan A.
Corr, Sr., proxy of the undersigned, with full power of substitution, to
represent and to vote all shares of common stock, par value $.10 per share, of
Community Bancshares, Inc. (the "Company") which the undersigned would be
entitled to vote at the annual meeting of stockholders of the Company, to be
held at The Heritage Center, 111 Washington Street, N.E., Huntsville, Alabama,
on Tuesday, July 2, 2002, at 10:00 a.m., Central Time, and at any adjournments
or postponements, continuations or reschedulings thereof, in the following
manner:
(Please mark each proposal with an "X" in the appropriate box.)
1. Election of Directors
[ ] FOR Bryan A. Corr, Sr. [ ] AUTHORITY WITHHELD to vote for
Bryan A. Corr, Sr.
THE STOCKHOLDER STRONGLY RECOMMENDS THAT YOU VOTE "FOR"
THE STOCKHOLDER NOMINEE.
2. In his discretion, upon such other matters as may properly come before
the meeting.
WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
AS SPECIFIED. IF NO CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED FOR THE ELECTION OF BRYAN A. CORR, SR. AND IN THE DISCRETION
SPECIFIED IN ITEM 2.
Dated:
-------------------------------------
-------------------------------------------
Signature
-------------------------------------------
Signature
Please sign this proxy exactly as your name
appears hereon. When signing as executor,
administrator, trustee, corporate officer,
etc., please give full title. In the case
of joint owners, each joint owner should
sign.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD TODAY IN THE ENCLOSED ENVELOPE.
NO POSTAGE REQUIRED IF MAILED IN THE UNITED STATES.