UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Community Bancshares, Inc.
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
20343H106
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(CUSIP Number)
Elliot Press, Esq., c/o Katten Muchin Zavis Rosenman,
575 Madison Avenue, New York, NY 10022
(212) 940-8800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 19, 2003
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(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).
CUSIP No. 20343H106 SCHEDULE 13D
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Riggs Qualified Partners, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
668,000 shares
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 668,000 shares
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
668,000 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.79%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 18
CUSIP No. 20343H106 SCHEDULE 13D
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philip J. Timyan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
668,000 shares
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 668,000 shares
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
11,500 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
679,500 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.96%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 18
Item 1. Security and Issuer
This Statement relates to the shares of Common Stock, $.10 par value
("Common Stock") of Community Bancshares, Inc. (the "Company"), a
corporation organized under the laws of the State of Delaware. The
principal executive offices of the Company are located at 68149 Main
Street, Blountsville, Alabama 35031
Item 2. Identity and Background
(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 and (ii) Philip J. Timyan, as
managing member of RP LLC and 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. The general partner
of RAM is RTL Partners Ltd. RP LLC and Mr. 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.
(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.
Philip J. Timyan
Mr. 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.
(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.
Page 4 of 18
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate amount of funds used to purchase the shares of Common
Stock held by RP LLC is $3,573,800. The source of funds used by RP
LLC to purchase such shares was working capital.
The aggregate amount of funds used to purchase the shares of Common
Stock held by RAM is $69,000. The source of funds used to purchase
such shares was working capital.
Item 4. The Reporting Persons have acquired the shares of the Company
reported herein for investment purposes. In addition, Mr. Timyan has
had discussions with the Company with respect to the possibility of
appointing Mr. Timyan (or a designee of Mr. Timyan) to the Board of
Directors of the Company, subject to applicable laws, regulations
and approvals. If appointed to serve on the Company's Board, Mr.
Timyan would seriously consider accepting such appointment, subject
to circumstances prevailing at the time of such appointment.
The Reporting Persons intend to closely scrutinize and monitor
developments at the Company. The Reporting Person may at any time
and from time-to-time (i) acquire additional shares of the Company's
Common Stock (subject to availability at prices deemed favorable and
subject to applicable laws and regulations) in the open market, in
privately negotiated transactions or otherwise, or (ii) dispose of
shares of the Company's Common Stock at prices deemed favorable
in the open market, in privately negotiated transactions or
otherwise. Except as otherwise set forth herein, the Reporting
Person have no current intention to take any actions which could
result in the changes or events specified in clauses (a)-(j) of Item
4 of the Form of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of the outstanding Common Stock of the
Company reported owned by each Reporting Person is based upon
6,825,175 shares of Common Stock outstanding based on information
received from the Company.
As of the close of business on December 22, 2003.
(i) RP LLC owns 668,000 shares of Common Stock which represent
approximately 9.79% of the outstanding Common Stock; and
Page 5 of 18
(ii) 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 668,000 shares of Common Stock owned by RP
LLC. In addition, Mr. Timyan may be deemed to beneficially own an
additional 11,500 shares of Common Stock held by RAM over which
shares Mr. Timyan possesses dispositive power. The foregoing shares,
in the aggregate, constitute approximately 9.79% of the outstanding
Common Stock
(b) RP LLC has the sole power to vote and dispose of the shares of
Common Stock it holds, which power is exercisable by Mr. Timyan as
managing member of RP LLC.
Mr. 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) Item 6 is incorporated herein by reference.
(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 11,500 shares
held by Ram.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuers
The 668,000 shares held by RP LLC were acquired from the Company in
a private placement of securities pursuant to a Stock Purchase
Agreement (the "Stock Purchase Agreement"), dated as of December 10,
2003, between the Company, RP LLC and the other Purchasers under the
Stock Purchase Agreement. Pursuant to the Stock Purchase Agreement,
among other things, RP LLC acquired 668,000 shares of
Page 6 of 18
Common Stock for a purchase price of $5.35 per share. In addition,
pursuant to the Stock Purchase Agreement, each investor in the
transaction entered into an Option Agreement with the Company
pursuant to which each such investor was granted an option to
exchange through December 31, 2008, shares of Common Stock purchased
in the transaction for shares of the Company's Series 2003
noncumulative preferred stock (the "2003 Preferred Stock") having a
liquidation preference equal to the aggregate purchase price of the
shares of Common Stock purchased in the transaction by such
investor. Accordingly, RP LLC was granted an option to purchase
shares of 2003 Preferred Stock having a liquidation preference of
$3,573,800. Each share of 2003 Preferred Stock will have a
liquidation preference of $500,000. The 2003 Preferred Stock will
not be entitled to the payment of, or otherwise accrue any
dividends, will not be convertible into any other securities and
will not be entitled to vote on any matters, except in the case of a
merger or a significant acquisition or sale transaction, in which
case the 2003 Preferred Stock will be entitled to one vote per whole
share and will vote together, as one class, with the holders of
Common Stock. In addition, holders of 2003 Preferred Stock will vote
separately as a class, with one vote per share, on any changes in
the rights or preferences of the 2003 Preferred Stock (other than to
correct mistakes or ambiguities).
Item 7. Material to be Filed as Exhibits
Exhibit 1: Agreement pursuant to Rule 13d-1(k).
Exhibit 2: Option Agreement, dated as of December 10, 2003 between
the Company and RP LLC.
Page 7 of 18
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: December 26, 2003
RIGGS QUALIFIED PARTNERS, LLC
By: /s/ Philip J. Timyan
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Name: Philip J. Timyan
Title: Managing Member
/s/ Philip J. Timyan
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Philip J. Timyan
Page 8 of 18