PCBN Piedmont Community Bank Group Inc (CE)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 1)

(RULE 13e-3)

TRANSACTION STATEMENT

UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13E-3

THEREUNDER

Piedmont Community Bank Group, Inc.

PIEDMONT COMMUNITY BANK GROUP, INC.

Common Stock, no par value

72013P108

R. Drew Hulsey, Jr.

Chief Executive Officer

Piedmont Community Bank Group, Inc.

110 Bill Conn Parkway

Gray, Georgia 31032

(478) 986-5900

Copy To:

Michael P. Marshall, Jr., Esq.

Miller & Martin PLLC

1170 Peachtree Street, N.E.,

Suite 800

Atlanta, GA 30309-7649

(404) 962-6442

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:   ¨

Check the following box if the filing is a final amendment reporting the results of the transaction:   ¨

Calculation of Filing Fee

TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE

SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the “Schedule”) is being filed by the filing persons listed on the cover of this Schedule in connection with amendments to the articles of incorporation of Piedmont Community Bank Group, Inc. (“Piedmont Community Bank Group” or the “Company”), which collectively provide for the reclassification (the “Reclassification”) of shares of the Company’s common stock held by shareholders of record of fewer than 601 shares into the Company’s Class A Common Stock. The Reclassification is designed to reduce the number of shareholders of record of the Company’s common stock to below 300 in order to allow the Company to terminate registration of its common stock under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) and to terminate its obligation to file reports under Section 15(d) of the Exchange Act. A copy of the Articles of Amendment containing the proposed amendments is attached as Appendix A to the preliminary proxy statement filed by the Company concurrently with this Schedule (the “Proxy Statement”). The Proxy Statement is being filed under cover of Schedule 14A pursuant to Regulation 14A of the Exchange Act and is incorporated by reference herein. The Proxy Statement relates to the annual meeting of shareholders at which the Company’s shareholders will consider and vote upon the proposed amendments.

All information contained in this Schedule 13E-3 concerning the Company has been supplied by the Company. The information contained in the Proxy Statement, including all appendices, is hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Proxy Statement.

The Information set forth in the Proxy Statement under the captions “QUESTIONS AND ANSWERS ABOUT AND SUMMARY TERMS OF THE PROPOSALS AND THE ANNUAL MEETING” and “SPECIAL FACTORS REGARDING THE RECLASSIFICATION – Overview of the Reclassification” is incorporated herein by reference.

The required information is incorporated by reference to the caption to the Notice of Annual Meeting of Shareholders contained in the Proxy Statement and to the sections of the Proxy Statement entitled “DESCRIPTION OF CAPITAL STOCK – Common Stock” and “MARKET PRICE OF PIEDMONT COMMUNITY BANK GROUP, INC. COMMON STOCK AND DIVIDEND INFORMATION.”

The information regarding the filing persons and persons specified in Instruction C to the Schedule is incorporated herein by reference to the section of the Proxy Statement entitled “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” and “INFORMATION ABOUT PIEDMONT COMMUNITY BANK GROUP – Directors and Officers.”

The required information is incorporated herein by reference to the sections of the Proxy Statement entitled “SPECIAL FACTORS REGARDING THE RECLASSIFICATION - Overview of the Reclassification, - Reasons for the Reclassification; Fairness of the Reclassification; Board Recommendation, - Our Position as to the Fairness of the Reclassification, - Purpose and Structure of the Reclassification, - Effects of the Reclassification on Piedmont Community Bank Group, - Effects of the Reclassification on Shareholders of Piedmont Community Bank Group, - Material Federal Income Tax Consequences of the Reclassification, and - Accounting Treatment,” “DESCRIPTION OF CAPITAL STOCK - Common Stock, and - Class A Common Stock” and “QUESTIONS AND ANSWERS ABOUT AND SUMMARY TERMS OF THE PROPOSALS AND THE ANNUAL MEETING.”

The required information is incorporated herein by reference to the section of the Proxy Statement entitled “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.”

The required information is incorporated herein by reference to the sections of the Proxy Statement entitled “SPECIAL FACTORS – Effects of the Reclassification on Piedmont Community Bank Group, and – Plans and Proposals.”

The required information is incorporated herein by reference to the sections of the Proxy Statement entitled “SPECIAL FACTORS REGARDING THE RECLASSIFICATION - Overview

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of the Reclassification, - Reasons for the Reclassification; Fairness of the Reclassification; Board Recommendation, - Our Position as to the Fairness of the Reclassification, - Purpose and Structure of the Reclassification, - Effects of the Reclassification on Piedmont Community Bank Group, - Effects of the Reclassification on Shareholders of Piedmont Community Bank Group, and - Material Federal Income Tax Consequences of the Reclassification

The required information is incorporated herein by reference to the sections of the Proxy Statement entitled “SPECIAL FACTORS REGARDING THE RECLASSIFICATION - Overview of the Reclassification, - Reasons for the Reclassification; Fairness of the Reclassification; Board Recommendation, - Our Position as to the Fairness of the Reclassification.

The required information is incorporated herein by reference to the sections of the Proxy Statement entitled “SPECIAL FACTORS REGARDING THE RECLASSIFICATION - Overview of the Reclassification, - Reasons for the Reclassification; Fairness of the Reclassification; Board Recommendation, - Our Position as to the Fairness of the Reclassification. and “OTHER MATTERS - Reports, Opinions, Appraisals and Negotiations.”

The required information is incorporated herein by reference to the sections of the Proxy Statement entitled “SPECIAL FACTORS REGARDING THE RECLASSIFICATION - Financing of the Reclassification and - Fees and Expenses.”

The required information is incorporated herein by reference to the section of the Proxy Statement entitled “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.”

The required information is incorporated herein by reference to the sections of the Proxy Statement entitled “SPECIAL FACTORS REGARDING THE RECLASSIFICATION - Reasons for the Reclassification; Fairness of the Reclassification; Board Recommendation.

The required information is incorporated herein by reference to the sections of the Proxy Statement entitled “SELECTED HISTORICAL FINANCIAL INFORMATION” and “UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION.”

The required information is incorporated herein by reference to the sections of the Proxy Statement entitled “QUESTIONS AND ANSWERS ABOUT AND SUMMARY TERMS OF THE PROPOSALS AND THE ANNUAL MEETING.”

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The information contained in the Proxy Statement, including any appendices or exhibits thereto, is incorporated herein by reference.

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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Date: July 2, 2009

*By:   R. Drew Hulsey as attorney-in-fact

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