UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 20, 2004
COMMUNITY BANCSHARES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-16461 63-0868361
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
68149 Main Street, Blountsville, Alabama 35031
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(Address of Principal Executive Offices, including Zip Code)
(205) 429-1000
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(Registrant's Telephone Number, including Area Code)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On February 20, 2004, Community Bancshares, Inc. (the "Company") issued
a press release (the "Press Release") announcing that it had completed a private
placement of 3,738,324 shares of its common stock at a price of $5.35 per share
In addition, the Company granted to investors who initially purchased shares in
the offering prior to December 31, 2003, aggregating approximately $11.7
million, an option to exchange by December 31, 2008, in whole but not in part,
the shares of the Company's common stock purchased in the offering for shares of
the Company's Series 2003 noncumulative preferred stock. The preferred stock has
a liquidation preference equal to the aggregate purchase price of the shares of
common stock initially purchased in this offering. The terms of the Series 2003
noncumulative preferred stock are set forth in the Certificate of Designation of
the Series 2003 Noncumulative Preferred Stock of Community Bancshares, Inc. (the
"Certificate"), which the Company has filed with the Secretary of State of the
State of Delaware as part of its Certificate of Incorporation.
Pursuant to General Instruction F to Form 8-K, the Certificate of
Designation and the Press Release are attached hereto as Exhibit 3.1 and Exhibit
99.1, respectively, and are incorporated into this Item 5 by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
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3.1 Certificate of Designation of the Series 2003 Noncumulative
Preferred Stock of Community Bancshares, Inc.
99.1 Press Release, dated February 20, 2004, of Community
Bancshares, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMMUNITY BANCSHARES, INC.
/s/ Patrick M. Frawley
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Patrick M. Frawley
Chairman, Chief Executive Officer and
President
Date: February 20, 2004
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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3.1 Certificate of Designation of the Series 2003 Noncumulative
Preferred Stock of Community Bancshares, Inc.
99.1 Press Release, dated February 20, 2004, of Community
Bancshares, Inc.