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.
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
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20343H106
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(CUSIP Number)
Elliot Press, Esq., c/o Katten Muchin Rosenman LLP,
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)
July 7, 2005
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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).
SCHEDULE 13D
CUSIP No. 20343H106
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
688,755 shares
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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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
688,755 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)
7.99%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 11
SCHEDULE 13D
CUSIP No. 20343H106
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
688,755 shares
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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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
780,505 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)
9.05%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 11
SCHEDULE 13D
CUSIP No. 20343H106
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip E. 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*
PF
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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
32,500 shares
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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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,500 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)
Less than .5%
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14 TYPE OF REPORTING PERSON*
IN
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*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
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Name: Philip J. Timyan
Title: Managing Member
/s/ Philip J. Timyan
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Philip J. Timyan
/s/ Philip E. Timyan
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Philip E. Timyan
Page 10 of 11