-----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, PLnIQxa9PeY7yi1tPXYH5z8O0QPEXjyn4GOBCEQNIb4RntPbbDJNveFn2vk/nCwq ejt9NZU53GRwvepcvnX9/g== 0001193805-05-001521.txt : 20050713 0001193805-05-001521.hdr.sgml : 20050713 20050713144302 ACCESSION NUMBER: 0001193805-05-001521 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050713 DATE AS OF CHANGE: 20050713 GROUP MEMBERS: PHILIP E. TIMYAN GROUP MEMBERS: RIGGS QUALIFIED PARTNERS LLC 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: 1934 Act SEC FILE NUMBER: 005-41163 FILM NUMBER: 05952150 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: TIMYAN PHILIP J CENTRAL INDEX KEY: 0001132425 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3045 CENTRAL AVENUE CITY: WESTER SPRINGS STATE: IL ZIP: 30538 BUSINESS PHONE: 7083467022 MAIL ADDRESS: STREET 1: 3045 CENTRAL AVENUE CITY: WESTERN SPRINGS STATE: IL ZIP: 30538 SC 13D/A 1 e500787_sc13da-community.txt AMENDMENT NO.1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Community Bancshares, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.10 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) - -------------------------------------------------------------------------------- 20343H106 - -------------------------------------------------------------------------------- (CUSIP Number) Elliot Press, Esq., c/o Katten Muchin Rosenman LLP, 575 Madison Avenue, New York, NY 10022 (212) 940-8800 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 7, 2005 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box |_| Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of 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 (however, see the Notes). SCHEDULE 13D CUSIP No. 20343H106 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Riggs Qualified Partners, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 688,755 shares ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 688,755 shares WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 688,755 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.99% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 11 SCHEDULE 13D CUSIP No. 20343H106 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Philip J. Timyan - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 688,755 shares ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 shares OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 688,755 shares WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 91,750 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 780,505 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.05% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 11 SCHEDULE 13D CUSIP No. 20343H106 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Philip E. Timyan - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 32,500 shares ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 shares OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 shares WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 32,500 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,500 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than .5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 11 This Amendment No. 1 amends the Statement on Schedule 13D (the "Original Filing") filed on December 29, 2003 by Philip J. Timyan, and Riggs Qualified Partners, LLC ("RP LLC"). This Amendment No. 1 is being filed to reflect Philip J. Timyan's July 7, 2005 election to the Board of Directors of Community Bancshares, Inc. (the "Company"). This Amendment is also being filed to reflect (i) changes in beneficial ownership by Philip J. Timyan and RP LLC since the date of the Original Filing and (ii) beneficial ownership of shares of the Company's common stock by Philip E. Timyan's father, as trustee of the Philip E. Timyan Trust. Philip J. Timyan shares dispositive power over the shares held by The Philip E. Timyan Trust with Philip E. Timyan. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Filing. Item 2. Identity and Background Item 2 is hereby amended and restated to read as follows: (a) Pursuant to Rule 13-d-1(f)(1) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Schedule 13D is being filed by (i) Riggs Qualified Partners, LLC, a Delaware limited liability company ("RP LLC"), with respect to the shares of Common Stock beneficially owned by it , (ii) Philip J. Timyan, (1) as managing member of RP LLC, (2) with respect to shares owned by RAM T, L.P. ("RAM") an entity not controlled by Mr. Timyan over which shares Mr. Timyan possesses dispositive power and (3) with respect to shares owned by he Philip E. Timyan Trust, a trust for the benefit of Philip J. Timyan's parents, which shares Philip J. Timyan shares dispositive power, and (iii) Philip E. Timyan, with respect to the shares held by the Philip E. Timyan Trust. The general partner of RAM is RTL Partners Ltd. RP LLC, Philip J. Timyan and Philip E. Timyan (together, the "Reporting Persons") are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act. Philip J. Timyan and RP LLC, on the one hand, and Philip E. Timyan, on the other hand, disclaim the existence of a group between them. (b)-(c) Riggs Qualified Partners LLC RP LLC is a limited liability company the principal business of which is investing for profit in securities and other assets. The managing member of RP LLC is Philip J. Timyan. The principal business address of RP LLC is 4324 Central Avenue, Western Springs, Illinois 60558. Page 5 of 11 Philip J. Timyan Philip J. Timyan is principally employed as the Managing Member of RP LLC. The principal business address of Mr. Timyan is 4324 Central Avenue, Western Springs, Illinois 60558. Philip E. Timyan Philip E. Timyan is the trustee of the Philip E. Timyan Trust, a trust for the benefit of Philip E. Timyan and his wife. The principal business address of Philip E. Timyan is 52 Front Street, Key West, Florida 33040. (d) To the best knowledge of the Reporting Persons, during the last five years, none of the Reporting Persons, nor any other entity set forth in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) To the best knowledge of the Reporting Persons, during the last five years, none of the Reporting Persons nor any other entity set forth in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended and restated to read as follows: The aggregate amount of funds used to purchase the shares of Common Stock held by RP LLC is $3,686,069. The source of funds used by RP LLC to purchase such shares was working capital of RP LLC. The aggregate amount of funds used to purchase the shares of Common Stock held by RAM is $391,710. This amount reflects net cost after giving effect to the December 22, 2004 sale of 500 shares by RAM, resulting in proceeds of $3,539.91. The source of funds used to purchase such shares was working capital of RAM. The aggregate amount of funds used to purchase the shares of Common Stock held by the Philip E. Timyan Trust is $212,463. This amount reflects net cost after giving effect to the June 22, 2005 sale of 10,000 shares of the Trust, resulting in proceeds of $79,396.65. The source of funds used by the Philip E. Timyan Trust to purchase such shares was the personal funds of Philip E. Timyan and his wife. Page 6 of 11 Item 4. Purpose of Transaction. Item 4 is hereby amended as follows: On June 7, 2005, Philip J. Timyan was elected to serve as a member of the Company's Board of Directors. Mr. Timyan will serve as a Class I director of the Company with his initial term to expire at the Company's 2006 meeting of stockholders. Mr. Timyan was also appointed to serve as a member of the Company's Audit Committee. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated to read as follows: (a) The aggregate percentage of the outstanding Common Stock of the Company reported owned by each Reporting Person is based upon 8,623,407 shares of Common Stock outstanding as of May 23, 2005 based on information contained in the Company's Proxy Statement on Form 14A filed on June 1, 2005. As of the close of business on July 11, 2005. (i) RP LLC owns 668,755 shares of Common Stock which represent approximately 7.99% of the outstanding Common Stock; (ii) Philip E. Timyan owns 32,500 shares held by the Philip E. Timyan Trust which represent less than .5% of the outstanding Common Stock; and (iii) Philip J. Timyan owns no shares of Common Stock directly. As the managing member of RP LLC, Mr. Timyan may be deemed, by the provisions of Rule 13d-3 of the Exchange Act Rules, to be the beneficial owner of the 688,755 shares of Common Stock owned by RP LLC. In addition, Mr. Timyan may be deemed to beneficially own an additional 59,250 shares of Common Stock held by RAM over which shares Mr. Timyan possesses dispositive power. Mr. Timyan may also be deemed to beneficially own the 32, 500 shares held by the Philip E. Timyan Trust over which shares Philip J. Timyan possesses dispositive power. The foregoing 780,505 shares, in the aggregate, represent approximately 9.05% of the outstanding Common Stock (c) RP LLC has the sole power to vote and dispose of the shares of Common Stock it holds, which power is exercisable by Philip J. Timyan as managing member of RP LLC. Philip J. Timyan and Philip E. Timyan share the power to dispose of the shares held by the Philip E. Timyan Trust. Philip E. Timyan has sole voting power over such shares. Page 7 of 11 Philip J. Timyan shares the power to dispose of the shares held by RAM with RAM and its general partner, RTL Partners Ltd. RAM is a Cayman Islands company the principal business of which, to the knowledge of the Reporting Persons, is investing for profit in securities and other assets. The general partner of RAM is RTL Partners Ltd., a Cayman Islands company the principal business of which, to the knowledge of the Reporting Persons, is serving as the general partner of RAM. The principal business address of RAM and RTL Partners Ltd. Is c/o Caldonian Bank & Trust Limited, Caledonian House, P.O. Box 1043GT, 69 Dr. Roy's Drive, George Town, Grand Cayman Islands, British West Indies. Mr. Timyan has no voting power over the shares held by RAM. (c) Set forth below are a description of all transactions in the Company's Common Stock made by the Reporting Persons, since the filing of the Original Filing. Unless otherwise indicated, all transactions were effected on the open market. No. Purchase of or Entity Date Shares Price Sale ------ ---- ------ ----- ---- RP LLC 2/11/04 20,255 $5.35 Purchase * RAM 7/29/04 6,250 $6.55 Purchase RAM 9/28/04 2,000 $6.76 Purchase Trust 10/4/04 5,000 $6.76 Purchase Trust 11/18/04 5,000 $6.81 Purchase Trust 11/18/04 18,000 $6.80 Purchase RAM 11/18/04 40,000 $6.75 Purchase Trust 12/17/04 7,000 $6.83 Purchase RAM 12/22/04 500 $7.10 Sale Trust 3/2/05 7,500 $7.17 Purchase RP LLC 5/17/05 500 $7.81 Purchase Trust 6/22/05 10,000 $7.94 Sale * Represents private purchase of shares directly from the Company. Page 8 of 11 (d) RAM has the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, the 59,750 shares held by RAM. Philip E. Timyan and his wife have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, the 32,500 shares held by the Philip E. Timyan Trust. (e) Not applicable. Item 6. Item 6 is hereby amended as follows: Philip J. Timyan possesses dispositive authority over securities held by The Philip E. Timyan Trust, pursuant to trading authority granted by Philip E. Timyan, the trustee of the trust, under the trust's brokerage account. Item 7. Material to be Filed as Exhibits Item 7 is hereby amended as follows: Exhibit 1: Agreement pursuant to Rule 13d-1(k). Page 9 of 11 SIGNATURE After reasonable inquiry, and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 12, 2005 RIGGS QUALIFIED PARTNERS, LLC By: /s/ Philip J. Timyan ------------------------- Name: Philip J. Timyan Title: Managing Member /s/ Philip J. Timyan ----------------------------- Philip J. Timyan /s/ Philip E. Timyan ----------------------------- Philip E. Timyan Page 10 of 11 EX-99.1 2 e500787_ex99-1.txt AGREEMENT PURSUANT TO RULE 13D-1(K) EXHIBIT 1 AGREEMENT REGARDING JOINT FILING UNDER UNDER RULE 13D-1(K) OF THE EXCHANGE ACT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees to the filing on behalf of each of a Statement on Schedule 13D, and all amendments thereto, with respect to the shares of common stock, no par value, of Community Bancshares, Inc. Dated: July 12, 2005 /s/ Philip J. Timyan -------------------------------------- Philip J. Timyan Riggs Qualified Partners, LLC By: /s/ Philip J. Timyan ---------------------------------- Philip J. Timyan, Managing Member /s/ Philip E. Timyan -------------------------------------- Philip E. Timyan Page 11 of 11 -----END PRIVACY-ENHANCED MESSAGE-----