-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nh7VDYlKw55KAZOoXlPMl8hXEWQwVCkFf8VpCk5cCK86PTYYfo6VaF/JF+djX0+V iiq39xsCUg1F78bbp6BQ1g== 0000950144-99-002970.txt : 19990323 0000950144-99-002970.hdr.sgml : 19990323 ACCESSION NUMBER: 0000950144-99-002970 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990322 GROUP MEMBERS: A. LEE HANSON GROUP MEMBERS: BRYAN A. CORR GROUP MEMBERS: CHRISTINA M. CURRIER GROUP MEMBERS: CORR R C JR GROUP MEMBERS: CORR, INC. GROUP MEMBERS: DORIS J. CORR GROUP MEMBERS: J.R. WHITLOCK, SR. GROUP MEMBERS: JIMMY C. SMITH GROUP MEMBERS: JOAN M. CURRIER GROUP MEMBERS: JOHN DAVID CURRIER GROUP MEMBERS: TINA M. CORR GROUP MEMBERS: WILLIAM S. WITTMEIER, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY BANCSHARES INC /DE/ CENTRAL INDEX KEY: 0000752195 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 630868361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41163 FILM NUMBER: 99570083 BUSINESS ADDRESS: STREET 1: MAIN ST P O BOX 1000 CITY: BLOUNTSVILLE STATE: AL ZIP: 35031 BUSINESS PHONE: 2054291000 MAIL ADDRESS: STREET 1: MAIN STREET PO BOX 1000 CITY: BLOUNTSVILLE STATE: AL ZIP: 35031 FORMER COMPANY: FORMER CONFORMED NAME: BLOUNTSVILLE BANCSHARES INC DATE OF NAME CHANGE: 19860602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CORR R C JR CENTRAL INDEX KEY: 0001072558 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 630373495 STATE OF INCORPORATION: AL FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P.O BOX 1500 CITY: ONEONTA STATE: AL ZIP: 35121 BUSINESS PHONE: 2056253581 SC 13D/A 1 COMMUNITY BANCSHARES, INC. / R.C. CORR, JR. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 2)(1) COMMUNITY BANCSHARES, INC. (Name of Issuer) Common Stock, par value $.10 per share (Title of Class of Securities) 20343H 10 6 (CUSIP Number) J. Fred Kingren, Esq. Feld, Hyde, Lyle, Wertheimer & Bryant, P.C. 2000 SouthBridge Parkway, Suite 500 Birmingham, Alabama 35209 (205) 802-7575 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) General Update (Date of Event Which Requires Filing of this Statement) If the Reporting Person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Statement on Schedule 13D, and is filing this Statement on Schedule 13D because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] Note: Statements on Schedule 13D filed in paper format shall include a signed original and five copies of the Statement on Schedule 13D, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 31 Pages) - ------------- (1) The remainder of this Cover Page shall be filled out for the Reporting Person's initial filing of this Statement on Schedule 13D with respect to the subject class od securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior Cover Page. The information required on the remainder of this Cover Page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. 2 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 2 OF 31 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) R. C. Corr, Jr. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 7 SOLE VOTING POWER SHARES None BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 280,356 Shares EACH 9 SOLE DISPOSITIVE POWER REPORTING None PERSON 10 SHARED DISPOSITIVE POWER WITH 280,356 Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 280,356 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 3 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 3 OF 31 PAGES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% 14 TYPE OF REPORTING PERSON IN 4 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 4 OF 31 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Doris J. Corr 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 7 SOLE VOTING POWER SHARES None BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 322,172 Shares EACH 9 SOLE DISPOSITIVE POWER REPORTING None PERSON 10 SHARED DISPOSITIVE POWER WITH 322,172 Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 322,172 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 5 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 5 OF 31 PAGES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9% 14 TYPE OF REPORTING PERSON IN 6 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 6 OF 31 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bryan A. Corr 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 7 SOLE VOTING POWER SHARES 6,667 Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 183,538 Shares EACH 9 SOLE DISPOSITIVE POWER REPORTING 6,667 Shares PERSON 10 SHARED DISPOSITIVE POWER WITH 183,538 Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 190,205 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 7 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 7 OF 31 PAGES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1% 14 TYPE OF REPORTING PERSON IN 8 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 8 OF 31 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Tina M. Corr 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 7 SOLE VOTING POWER SHARES None BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 32,176 Shares EACH 9 SOLE DISPOSITIVE POWER REPORTING None PERSON 10 SHARED DISPOSITIVE POWER WITH 32,176 Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,176 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 9 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 9 OF 31 PAGES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .7% 14 TYPE OF REPORTING PERSON IN 10 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 10 OF 31 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Joan M. Currier 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 7 SOLE VOTING POWER SHARES None BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 138,334 Shares EACH 9 SOLE DISPOSITIVE POWER REPORTING None PERSON 10 SHARED DISPOSITIVE POWER WITH 138,334 Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 138,334 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 11 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 11 OF 31 PAGES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0% 14 TYPE OF REPORTING PERSON IN 12 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 12 OF 31 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John David Currier 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 7 SOLE VOTING POWER SHARES None BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 7,880 Shares EACH 9 SOLE DISPOSITIVE POWER REPORTING None PERSON 10 SHARED DISPOSITIVE POWER WITH 7,880 Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,880 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 13 OF 31 PAGES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .2% 14 TYPE OF REPORTING PERSON IN 14 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 14 OF 31 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Christina M. Currier 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 7 SOLE VOTING POWER SHARES 10,454 Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY None EACH 9 SOLE DISPOSITIVE POWER REPORTING 10,454 Shares PERSON 10 SHARED DISPOSITIVE POWER WITH None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,454 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 15 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 15 OF 31 PAGES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .2% 14 TYPE OF REPORTING PERSON IN 16 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 16 OF 31 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Corr, Inc. (f/k/a Oneonta Telephone Company, Inc.) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Alabama NUMBER OF 7 SOLE VOTING POWER SHARES None BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 120,000 Shares EACH 9 SOLE DISPOSITIVE POWER REPORTING None PERSON 10 SHARED DISPOSITIVE POWER WITH 120,000 Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 120,000 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 17 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 17 OF 31 PAGES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% 14 TYPE OF REPORTING PERSON CO 18 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 18 OF 31 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) A. Lee Hanson 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 7 SOLE VOTING POWER SHARES 73,648 Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY None EACH 9 SOLE DISPOSITIVE POWER REPORTING 73,648 Shares PERSON 10 SHARED DISPOSITIVE POWER WITH None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 73,648 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 19 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 19 OF 31 PAGES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% 14 TYPE OF REPORTING PERSON IN 20 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 20 OF 31 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jimmy C. Smith 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 7 SOLE VOTING POWER SHARES 4,850 Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY None EACH 9 SOLE DISPOSITIVE POWER REPORTING 4,850 Shares PERSON 10 SHARED DISPOSITIVE POWER WITH None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,850 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 21 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 21 OF 31 PAGES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .1% 14 TYPE OF REPORTING PERSON IN 22 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 22 OF 31 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) J. R. Whitlock, Sr. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 7 SOLE VOTING POWER SHARES 6,230 Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY None EACH 9 SOLE DISPOSITIVE POWER REPORTING 6,230 Shares PERSON 10 SHARED DISPOSITIVE POWER WITH None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,230 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 23 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 23 OF 31 PAGES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .1% 14 TYPE OF REPORTING PERSON IN 24 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 25 OF 31 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William S. Wittmeier, Jr. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 7 SOLE VOTING POWER SHARES 1,260 Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY None EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,260 Shares PERSON 10 SHARED DISPOSITIVE POWER WITH None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,260 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 25 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 25 OF 31 PAGES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .01% 14 TYPE OF REPORTING PERSON IN 26 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 26 OF 31 PAGES INTRODUCTORY NOTE This Amendment No. 2 to Statement on Schedule 13D (this "Amendment No. 2") is filed with the Securities and Exchange Commission ("SEC" or the "Commission") by R. C. Corr, Jr., Doris J. Corr, Bryan A. Corr, Tina M. Corr, Joan M. Currier, John David Currier, Christina M. Currier, Corr, Inc. (f/k/a Oneonta Telephone Company, Inc.), A. Lee Hanson, Jimmy C. Smith, J. R. Whitlock, Sr. and William S. Wittmeier, Jr., as joint filers (individually, a "Reporting Person, and, collectively, the "Reporting Persons"), with respect to the shares of the Common Stock, par value $.10 per share, of Community Bancshares, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 2 amends Items 2, 4, 5 and 7 of the Statement on Schedule 13D filed by certain of the Reporting Persons, as joint filers, on November 3, 1998 (the "Original Filing"), and Amendment No. 1 thereto filed by the Reporting Persons, as joint filers, on December 31, 1998. The Reporting Persons are filing this Amendment No. 2 because they may be deemed to be a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the Reporting Persons disclaims any membership in, and the existence of, such a group other than the Corr Family Group (as hereinafter defined) and the Stockholders for Integrity and Responsibility (as hereinafter defined). The Corr Family Group is comprised of R. C. Corr, Jr., Doris J. Corr, Bryan A. Corr, Tina M. Corr, Joan M. Currier, John David Currier, Christina M. Currier and Corr, Inc. The Stockholders for Integrity and Responsibility is a group comprised of R. C. Corr, Jr., Doris J. Corr, Bryan A. Corr, Joan M. Currier, John David Currier, A. Lee Hanson, Jimmy C. Smith, J. R. Whitlock, Sr. and William S. Wittmeier, Jr. Accordingly, the Reporting Persons include persons who are members of the Corr Family Group, the Stockholders for Integrity and Responsibility or both. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information furnished by another Reporting Person. By executing this Amendment No. 2, each of the Reporting Persons agrees that this Amendment No. 2 is filed on behalf of such Reporting Person. ITEM 2. IDENTITY AND BACKGROUND. Certain information with respect to each of the Reporting Persons is set forth on Schedule I, which is attached hereto and incorporated herein by reference. During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any of the Reporting Persons been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Each of the Reporting Persons, with the exception of Corr, Inc., is a citizen of the United States of America. Corr, Inc. is an Alabama corporation. ITEM 4. PURPOSE OF TRANSACTION. On November 24, 1998, R. C. Corr, Jr., A. Lee Hanson, Jimmy C. Smith, J. R. Whitlock, Sr. and William S. Wittmeier, Jr. (collectively, the "Proponents") submitted stockholder proposals to the Issuer for the purpose of amending the By-Laws of the Issuer to (i) separate the positions of Chairman of the Board and President of the Issuer (the "Corr Proposal"), (ii) appoint an advisory committee of stockholder representatives to review the actions of the Board of Directors and management of the Issuer (the "Hanson Proposal"), (iii) restrict the composition of the Board of Directors 27 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 27 OF 31 PAGES (with the exception of the President) to independent Directors (the "Smith Proposal"), (iv) declassify the Board of Directors of the Issuer (the "Whitlock Proposal"), and (v) require that the independent auditor of the Issuer be a regional or national certified public accounting firm (the "Wittmeier Proposal") (the Corr Proposal, the Hanson Proposal, the Smith Proposal, the Whitlock Proposal and the Wittmeier Proposal are sometimes hereinafter collectively referred to as the "Proposals"). The Proponents desired to include the Proposals in the Issuer's proxy statement and form of proxy for the 1999 Annual Meeting of Stockholders (the "Annual Meeting") in accordance with Rule 14a-8 promulgated by the SEC. On December 17, 1998, the Proponents, together with Bryan A. Corr, who is a stockholder and was then a Director of the Issuer, met with Kennon R. Patterson, Sr. and Bishop K. Walker, Jr., who are the Chairman and Vice-Chairman of the Board of the Issuer, respectively, for the purpose of addressing the concerns underlying the Proposals in a serious and substantive manner in the hope that the Proposals could ultimately be withdrawn by the Proponents. Each of the Proponents expressed to management of the Issuer his individual concerns, including the excessive compensation of management and the number of related transactions between the Issuer and various members of management and their families. At the conclusion of the meeting, management indicated that it would make a response to the persons present at the meeting, but did not specify the time frame in which it would do so. At a meeting of the Board of Directors on January 7, 1999, a stockholder rights plan, i.e., a "poison pill" (the "Rights Plan"), was adopted and it is believed that certain additional actions leading to the further entrenchment of management were taken. The Rights Plan permits the Board of Directors of the Issuer (the "Board"), under certain circumstances, to declare any stockholder or group of stockholders owning 10% or more of the Common Stock of the Issuer an "adverse person". Once designated as an "adverse person", the stockholder or group of stockholders cannot acquire any additional shares of Common Stock of the Issuer without triggering the rights of the non-adverse stockholders under the Rights Plan to buy a number of additional shares of Common Stock of the Issuer having a market value of twice the exercise price of such rights, thereby diluting the percentage ownership interest in the Issuer of the stockholder or group of stockholders determined to be an "adverse person". The Issuer, in a Current Report on Form 8-K filed with the SEC on or about March 3, 1999, disclosed that the Board had determined that certain of the Reporting Persons comprised an "adverse person" and lowered the threshold for triggering the rights under the Rights Plan to 10.5% for this group. The Reporting Persons believe that the Board, influenced by management of the Issuer, is misusing the Rights Plan in an effort to prevent the Reporting Persons from expressing their legitimate concerns about the Issuer to the stockholders. On December 22, 1998, R. C. Corr, Jr. and his wife, Doris J. Corr, began requesting a list of the stockholders of the Issuer and certain related information (the "Stocklist Materials"). Given the Issuer's refusal to provide them with the Stocklist Materials, R. C. Corr, Jr. and Doris J. Corr were forced to file an action in the Court of Chancery in Delaware (the "Stocklist Action") to compel the Issuer to provide the information to which they were statutorily entitled under Delaware law. Only after the filing of the Stocklist Action did the Issuer finally provide the Stocklist Materials to R. C. Corr, Jr. and Doris J. Corr on or about March 6, 1999 in connection with the settlement of the Stocklist Action. Effective January 28, 1999, Bryan A. Corr resigned as a Director of the Issuer. In his letter, Bryan A. Corr cited his disagreement with various actions of the Board, including, but not limited to, (i) the practice of management in failing to provide the members of the Board with a "Board Book" or similar information for each of the Board's meetings, (ii) the refusal by the Board to adequately examine related-party transactions to which certain members of both the Board and management are parties, (iii) the policy of the Board in failing to place the interests of the stockholders of the Issuer ahead of their own as evidenced by such-related party transactions as well as the actions taken by the Board at its meeting on January 7, 1999, (iv) the failure of the Board and management to respond to the proposals, (v) the numerous misrepresentations made in a letter by Mr. Patterson to the stockholders of the Issuer dated January 8, 1999, and (vi) the conduct of Board meetings, including the appearance that Board action was being scripted in advance, thus discouraging open discussion among Board members. A copy of the letter of resignation tendered by Bryan A. Corr to the Issuer is filed as Exhibit 1 to this Amendment No. 2. 28 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 28 OF 31 PAGES On March 16, 1999, the SEC responded to the letters submitted by Ralph W. Davis, Esquire of the law firm of Waller Lansden Dortch & Davis, A Professional Limited Liability Company on behalf of the Issuer to the SEC dated January 6, 1999, February 2, 1999 and February 8, 1999 (the "Issuer Letters"). In the Issuer Letters, Mr. Davis requested the concurrence of the staff of the Commission in the Issuer's intention to exclude the Proposals from its proxy statement and form of proxy for the Annual Meeting. In response to the Issuer Letters, the Staff stated in a letter dated March 15, 1999 that no enforcement action would be recommended against the Issuer if it excluded the Hanson Proposal and the Wittmeier Proposal from the Issuer's proxy statement and form of proxy in connection with the Annual Meeting, but that the Staff could not concur in the Issuer's view that the Whitlock Proposal may be excluded. In addition, the Staff determined not to express any view with respect to the Corr Proposal and the Smith Proposal. Despite the Proponents' good faith attempt to address with management of the Company the concerns underlying the Proposals, management has refused to respond to the Proponents' concerns in a serious and substantive manner, preferring instead to entrench themselves through the adoption of the Rights Plan and the taking of certain other actions, including the attempt to exclude the Proposals from the Issuer's proxy statement and form of proxy in connection with the Annual Meeting. The Reporting Persons have concluded that the Board and management of the Issuer have no intention of addressing their concerns other than in a fashion designed to promote management's own self-interest. Accordingly, for all of the foregoing reasons, certain of the Reporting Persons, including Bryan A. Corr, R. C. Corr, Jr., A. Lee Hanson, Jimmy C. Smith, J. R. Whitlock, Sr. and William S. Wittmeier, Jr., have now determined that they have no choice but to communicate with other stockholders of the Issuer on matters of mutual interest, including the solicitation of proxies for the Issuer's stockholders to be used at the Annual Meeting for the election of Directors nominated by them and the adoption of the Proposals. The Reporting Persons have no present intention of purchasing any additional shares of Common Stock other than the 100,000 shares of Common Stock which R. C. Corr, Jr. attempted to acquire as discussed in Item 3 of the Original Filing, which discussion is hereby incorporated herein by reference. Except as described in this Item 4, none of the Reporting Persons has any plans or proposals as of the date hereof that relate to, or would result in, (i) the acquisition by any person of additional securities of the Issuer or the disposition of any such securities, (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (iii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (iv) any change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of Directors or to fill any existing vacancies on the Board, (v) any material change in the present capitalization or dividend policy of the Issuer, (vi) any other material change in the Issuer's business or corporate structure, (vii) changes in the Issuer's charter or Bylaws or other actions which may impede the acquisition of control of the Issuer by any person, (viii) causing a class of securities of the Issuer to be delisted from any national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (ix) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12 (g)(4) of the Exchange Act, and (x) any action similar to any of those enumerated in clauses (i) through (ix) above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a), (b) The Reporting Persons beneficially own an aggregate of 464,003 shares of Common Stock, constituting approximately 10.0% of the shares of Common Stock reported by the Issuer as being outstanding on March 15, 1999. Schedule II, which is attached hereto and incorporated herein by reference, sets forth certain information with respect to the shares of Common Stock owned by each of the Reporting Persons and the power of each of the Reporting Persons to vote or to dispose of the shares of Common Stock owned by such Reporting Person. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock beneficially owned by each of the other Reporting Persons except to the extent reflected in the notes to Schedule II. 29 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 29 OF 31 PAGES (c) Not applicable. (d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons. (e) Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Letter, dated January 28, 1999, from Bryan A. Corr to the Board of the Company, tendering his resignation as a Director of the Company. 30 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 30 OF 31 PAGES SIGNATURES After reasonable inquiry and to the best of his, her or its knowledge and belief, each of the Reporting Persons does hereby certify that the information set forth in this Amendment No. 2 to Statement on Schedule 13D is true, complete and correct. Dated: March 22, 1999. R. C. CORR, JR. ------------------------------ R. C. Corr, Jr. DORIS J.CORR ------------------------------ Doris J. Corr BRYAN A. CORR ------------------------------ Bryan A. Corr TINA M. CORR ------------------------------ Tina M. Corr JOAN M. CURRIER ------------------------------ Joan M. Currier JOHN DAVID CURRIER ------------------------------ John David Currier CHRISTINA M. CURRIER ------------------------------ Christina M. Currier A. LEE HANSON ------------------------------ A. Lee Hanson JIMMY C. SMITH ------------------------------ Jimmy C. Smith J. R. WHITLOCK, SR. ------------------------------ J. R. Whitlock, Sr. 31 CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 2 PAGE 31 OF 31 PAGES WILLIAM S. WITTMEIER, JR. ------------------------------ William S. Wittmeier, Jr. CORR, INC. (f/k/a ONEONTA TELEPHONE COMPANY, INC.) By: BRYAN A. CORR ---------------------------------- Bryan A. Corr, Its President and Chief Executive Officer 32 SCHEDULE I INFORMATION RELATING TO THE REPORTING PERSONS
Principal Business Address of Corporation or Organization in Name and Business Present Principal Which Principal or Residence Address Occupation of Occupation of Reporting of Reporting Person Reporting Person Person is Conducted -------------------- ----------------- ---------------------------- R.C. Corr, Jr. (1) Chairman of the Board 600 Third Avenue East 600 Third Avenue East Corr, Inc. (4) Oneonta, Alabama 35121 Oneonta, Alabama 35121 Employee - North Alabama Cellular, LLC (5) Doris J. 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) Employee - North Alabama Cellular, LLC (5) Bryan A. Corr (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 - North Alabama Cellular, LLC (5) Tina M. Corr (2) Employee - North Alabama 600 Third Avenue East 600 Third Avenue East Cellular, LLC (5) Oneonta, Alabama 35121 Oneonta, Alabama 35121 Joan M. Currier (1) (3) President, Secretary, Treasurer, a 100 Fourth Avenue West 600 Third Avenue East Director and Employee - Comfort Oneonta, Alabama 35121 Oneonta, Alabama 35121 Lifestyles, Inc. (6) John David Currier (3) President, Secretary, Treasurer, a 1712-A Second Avenue East 600 Third Avenue East Director and Employee - Quality Oneonta, Alabama 35121 Oneonta, Alabama 35121 Transit Sales, Inc. (7) Christina M. Currier (3) Full-time Student - Foy Student Union 600 Third Avenue East Auburn University Auburn, Alabama 36830 Oneonta, Alabama 35121 Corr, Inc. (4) 600 Third Avenue East (f/k/a Oneonta Telephone Company, Inc.) Oneonta, Alabama 35121 600 Third Avenue East Oneonta, Alabama 35121 A. Lee Hanson Private Investor No. 5 Greenbriar Lane No. 5 Greenbriar Lane Oneonta, Alabama 35121 Oneonta, Alabama 35121
33
Principal Business Address of Corporation or Organization in Name and Business Present Principal Which Principal or Residence Address Occupation of Occupation of Reporting of Reporting Person Reporting Person Person is Conducted -------------------- ----------------- ---------------------------- Jimmy C. Smith President, a Director 1630 2nd Avenue East 1630 2nd Avenue East and Employee - Oneonta, Alabama 35121 Oneonta, Alabama 35121 Jimmy Smith Chev-Olds, Inc. (8) J. R. Whitlock, Sr. Location Manager and Employee - 3410 Rocky Hollow Road 3410 Rocky Hollow Road Austin Powder Company (9) Blountsville, Alabama 35031 Blountsville, Alabama 35031 William S. Wittmeier, Jr. President, Secretary, a Director 1 Creek Side Way S.W. 1 Creek Side Way S.W. and Employee - Rome, Georgia 30165 Rome, Georgia 30165 Wittmeier Real Estate Services, Inc. (10)
- -------------------------------- (1) R. C. Corr, Jr. and Doris J. Corr are spouses. Bryan A. Corr and Joan M. Currier are the children of R. C. Corr, Jr. and Doris J. Corr. (2) Bryan A. Corr and Tina M. Corr are spouses. (3) Joan M. Currier and John David Currier are spouses. Christina M. Currier is the child of Joan M. Currier and John David Currier. (4) All of the outstanding shares of Class A Common Stock, par value $.10 per share (i.e., voting shares), of Corr, Inc., an Alabama corporation (f/k/a Oneonta Telephone Company, Inc.), are held by Doris J. Corr and Bryan A. Corr. R. C. Corr, Jr., Doris J. Corr and Joan M. Currier serve Corr, Inc. in the positions indicated in this Schedule I. Corr, Inc. has no other officers or Directors. Corr, Inc. is the holding company of NACELL (as hereinafter defined). (5) North Alabama Cellular, LLC, an Alabama limited liability company ("NACELL"), is a 98%-owned subsidiary of Corr, Inc. The principal business of NACELL 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 Quality Transit Sales, Inc. is the sale of medium- to heavy-duty trucks in Oneonta, Alabama. (8) The principal business of Jimmy Smith Chev-Olds, Inc. is the operation of a new car dealership selling Chevrolet, Chrysler, Plymouth, Dodge, Jeep-Eagle and Oldsmobile vehicles in Oneonta, Alabama. (9) The principal business of Austin Powder Company is the manufacture, sale and distribution of commercial explosives. (10) The principal business of Wittmeier Real Estate Services, Inc. is performing real estate appraisals in the Rome, Georgia area. 34 SCHEDULE II INFORMATION RELATING TO BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK OF THE ISSUER BY THE REPORTING PERSONS
Number and Number of Shares of Percentage of Common Stock With Number of Shares of Shares of Respect to Which the Common Stock With Common Stock Reporting Person Respect to Which the Beneficially Owned Has Sole Voting Reporting Person Has Name of ------------------ and Dispositive Shared Voting and Reporting Person Number Percentage(1) Power Dispositive Power ---------------- ------ ------------- -------------------- -------------------- R. C. Corr, Jr 280,356(2)(3) 6.0% -- 280,356 Doris J. Corr 322,172(4) 6.9% -- 322,172 Bryan A. Corr 190,205(5) 4.1% 6,667 183,538 Tina M. Corr 32,176(6) * -- 32,176 Joan M. Currier 138,334(7) 3.0% -- 138,334 John David Currier 7,880(8) * -- 7,880 Christina M. Currier 10,454 * 10,454 -- Corr, Inc. 120,000 2.6% -- 120,000 (f/k/a Oneonta Telephone Company, Inc.) A. Lee Hanson 73,648 1.6% 73,648 -- Jimmy C. Smith 4,850 * 4,850 -- J. R. Whitlock, Sr 6,230 * 6,230 -- William S. Wittmeier, Jr 1,260 * 1,260 -- Corr Family Group 379,349 8.2% 17,121 362,228 Stockholders for 454,883 9.8% 92,655 362,228 Integrity and Responsibility
- ----------------------- (1) Percentages are determined on the basis of 4,656,847 shares of Common Stock reported by the Issuer as being outstanding on March 15, 1999. (2) Includes (i) 160,356 shares held with Doris J. Corr as a joint tenant with right of survivorship and (ii) 120,000 shares held by Corr, Inc. (f/k/a Oneonta Telephone Company, Inc.). (3) Does not include 100,000 shares of Common Stock purchased by R. C. Corr, Jr. in a privately negotiated transaction from H. Don Camp ("Mr. Camp") for an aggregate purchase price of $1,900,000, or $19 per share. Mr. Camp subsequently attempted to rescind this transaction and R. C. Corr, Jr. is evaluating his alternatives, including the pursuit of legal action to enforce his purchase of such shares of Common Stock. All of the shares of Common Stock 35 purchased in this transaction were to have been held of record by R. C. Corr, Jr. and Doris J. Corr as joint tenants with right of survivorship, but neither of them are claiming beneficial ownership of any such shares of Common Stock presently. (4) Includes (i) 160,356 shares held with R.C. Corr, Jr. as a joint tenant with right of survivorship, (ii) 10,454 shares held as Co-Custodian with Bryan A. Corr for her minor granddaughter, Lauren M. Corr, (iii) 10,454 shares held as Co-Custodian with Bryan A. Corr for her minor granddaughter, Kelly B. Corr, (iv) 10,454 shares held as Co-Custodian with Bryan A. Corr for her minor grandson, Bryan A. Corr, Jr., (v) 10,454 shares held as Co-Custodian with Joan M. Currier for her minor grandson, John D. Currier, Jr., and (vi) 120,000 shares held by Corr, Inc. (5) Includes (i) 32,176 shares held with Tina M. Corr as a joint tenant with right of survivorship, (ii) 10,454 shares held as Co-Custodian with Doris J. Corr for his minor daughter, Lauren M. Corr, (iii) 10,454 shares held as Co-Custodian with Doris J. Corr for his minor daughter, Kelly B. Corr, (iv) 10,454 shares held as Co-Custodian with Doris J. Corr for his minor son, Bryan A. Corr, Jr., (v) 6,667 shares subject to currently exercisable stock options, and (vi) 120,000 shares held by Corr, Inc. (6) Held with Bryan A. Corr as a joint tenant with right of survivorship. (7) Includes (i) 7,880 shares held with John David Currier as a joint tenant with right of survivorship, (ii) 10,454 shares held as Co-Custodian with Doris J. Corr for her minor son, John D. Currier, Jr., and (iii) 120,000 shares held by Corr, Inc. (8) Held with Joan M. Currier as a joint tenant with right of survivorship. * Less than 1%. II-2 36 EXHIBIT 1 37 BRYAN A. CORR POST OFFICE BOX 1500 600 THIRD AVENUE, EAST ONEONTA, ALABAMA 35121-0017 (205) 625-3581 January 28, 1999 VIA FEDERAL EXPRESS The Board of Directors Community Bancshares, Inc. 68149 Main Street Blountsville, Alabama 35031 Attn: Mr. Kennon R. Patterson, Sr. Chairman of the Board, President and Chief Executive Officer RE: Resignation as a Director of Community Bancshares, Inc. Gentlemen: The actions of the Board of Directors (the "Board") of Community Bancshares, Inc. (the "Company") since I became a Director in 1997, have increasingly troubled me. More importantly, the actions of the Board and management of the Company since the beginning of this year are both astounding and disappointing to me. Accordingly, I hereby tender my resignation as a Director of the Company effective immediately. Although I tender my resignation with great regret, it is nevertheless a resignation that has been compelled by the actions of the Board and management. Those actions include, but are not limited to, the following: 1. The practice of management in failing to provide the members of the Board with a "Board Book" or similar information for each of the Board's meetings. Such preparatory materials should include full, complete and accurate information respecting the Company's operations in order that the members of the Board might be fully informed and carry out effectively their respective responsibilities and duties. 38 The Board of Directors January 28, 1999 Page 2 2. The refusal by the Board, a majority of which is composed of members of management, to adequately examine related-party transactions to which certain members of both the Board and management are parties. As you know, each time that I attempted to raise a question in connection with any related-party transaction, Ken Patterson, who is a party to many such transactions, refused to permit any meaningful discussion to take place concerning it. 3. The policy of the Board in failing to place the interests of the stockholders of the Company ahead of their own as evidenced by the various related-party transactions referenced above as well as the actions taken by the Board at its meeting on January 7, 1999. The "anti-takeover" measures adopted at that Board meeting will only have the ultimate effect of entrenching the Board and management and of making both unresponsive to the Company's stockholders. 4. The failure of the Board and management to respond to the proposals made by Jimmy C. Smith, J.R. Whitlock, Sr., A. Lee Hanson, William S. Wittmeier, Jr., and R. C. Corr, Jr. As I believe you know, these individuals and I met with Ken and B.K. Walker on December 17, 1998. At that meeting, each of the proponents voiced the concerns giving rise to his respective proposal. At the conclusion of the meeting, Ken assured us that he would endeavor to respond to the concerns voiced at the meeting within a short period of time. No response has yet been made, unless management's attempt to exclude the proposals from the Company's proxy materials relating to the 1999 annual meeting of stockholders and the actions taken by the Board on January 7, 1999 are to be deemed to be the intended response. 5. The numerous misrepresentations made by Ken in his letter to the stockholders of the Company dated January 8, 1999. In that letter, under the guise of informing the Company's stockholders of a dividend payment, Ken made numerous misrepresentations, including claiming that (i) the proponents are attempting to gain control of the Company; (ii) the proponents intend to sell the Company; (iii) the proposals are a "first step" towards such efforts; (iv) the adoption of the proposals would somehow facilitate such efforts and are so intended; and (v) the Board is "united" in opposition to the proposals. There is no basis in fact for any of those representations. Nothing in the proposals themselves or the proponents' statements in support of the proposals, and nothing in the Schedule 13D which I have filed with the Securities and Exchange Commission could remotely be interpreted as supporting such claims. Ken himself is aware that the Board of the Company is not "united" in its opposition to the proposals. In addition to the foregoing grounds, I am compelled to tender my resignation as Director of the Company because there is no doubt that I am unable to effectively function as a member of the Board due to several ongoing practices of management in relation to the Board. Specifically, Board meetings continue to be called without providing any agenda for such meetings or any preparatory materials. More importantly, it appears that Board action has been scripted in advance, 39 The Board of Directors January 28, 1999 Page 3 thus discouraging open discussion among Board members. Accordingly, I believe that the discharge of my responsibilities as a Director of the Company is now impossible. Because of my disagreement with the Company on the matters described above which relate to the Company's operations, policies and practices, I hereby request that the Company file a Current Report on Form 8-K with the Securities and Exchange Commission disclosing my resignation from the Board of the Company and describing the reasons therefor, and attach this letter thereto. Sincerely, /s/ Bryan A. Corr Bryan A. Corr BAC/lm cc: Bishop K. Walker, Esq. -----END PRIVACY-ENHANCED MESSAGE-----