SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240-14a-12
Capital City Bank Group, Inc.
- ---------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
---------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
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(4) Date Filed:
NOTICE OF 2001 ANNUAL MEETING OF SHAREOWNERS AND PROXY STATEMENT
Capital City Bank Group, Inc.
217 North Monroe Street
Tallahassee, Florida 32301
[LOGO OF CAPITAL CITY BANK]
___________________________________________________________________________
CONTENTS
___________________________________________________________________________
LETTER TO SHAREOWNERS
NOTICE OF ANNUAL MEETING OF SHAREOWNERS
PROXY STATEMENT
General Information 1
Corporate Governance 2
Nominees For Election As Directors 3
Continuing Directors And Executive Officers 4
Audit Committee Report 5
Compensation Committee Report 6
Share Ownership 8
Executive Officers and Transactions With Management 10
Summary Compensation Table 11
Incentive Compensation and Stock Purchase Plans 12
Retirement Plans 13
Five-Year Performance Graph 15
Ratification of Auditors 16
Annual Report 17
EXHIBIT A - Charter of the Audit Committee of the Board of Directors A-1
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_________________________________________________________________________
LETTER TO SHAREOWNERS
_________________________________________________________________________
CAPITAL CITY BANK GROUP, INC.
217 North Monroe Street
Tallahassee, Florida 32301
April 3, 2001
Dear Fellow Shareowners:
You are cordially invited to attend the 2001 Annual Meeting of
Shareowners at 4:00 p.m., local time, on Tuesday, April 24, 2001,
at the Florida State Conference Center in Tallahassee, Florida.
At the meeting, I will report on the state of Capital City's
business and plans for the future. Also, we will elect three
Class I directors to our board of directors and ratify our
accountants for fiscal 2001.
Your board of directors encourages the vote of every shareowner.
The meeting will begin at 4:00 p.m. I hope you will come early
and join your friends for light refreshments at 3:30 p.m.
Your vote is important. Whether or not you plan to be present at
the meeting, please review the proxy materials and return your
proxy instructions by Friday, April 13, 2001.
Sincerely,
/s/ William G. Smith, Jr.
William G. Smith, Jr.
President and Chief Executive Officer
_____________________________________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREOWNERS
_____________________________________________________________________________
- ----------------------------------------- -------------------------------
TIME PLACE
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4:00 p.m., local time, on April 24, 2001 Florida State Conference Center
555 West Pensacola Street
Tallahassee, Florida
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BUSINESS RECORD DATE
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(1) Elect three Class I directors to the Shareowners owning Capital City
board of directors Bank Group shares at the close
of business on March 9, 2001,
(2) Ratify the appointment of Arthur are entitled to attend and vote
Andersen LLP as the auditors for the at the meeting
fiscal year ending December 31, 2001
(3) Transact other business properly
coming before the meeting or any
adjournment of the meeting
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DOCUMENTS VOTING
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The Proxy Statement, proxy card, and Even if you plan to attend the
Capital City Bank Group Annual Report are meeting in Tallahassee, please
included in this mailing provide us your voting
instructions in one of the
following ways as soon as
possible:
(1) Internet - use the internet
address on the proxy card
(2) Telephone - use the toll-free
number on the proxy card
(3) Mail - mark, sign, and date
the proxy card and return in
the enclosed postage-paid
envelope
By Order of the Board of Directors, J. Kimbrough Davis, Corporate
Secretary, April 3, 2001
____________________________________________________________________________
PROXY STATEMENT - GENERAL INFORMATION
____________________________________________________________________________
Q:Why am I receiving this Proxy Statement and proxy card?
A:The board of directors is soliciting your proxy for the 2001
Annual Meeting of Shareowners and any adjournments of this
meeting. The meeting will be held at 4:00 p.m., local time,
on Tuesday, April 24, 2001, at the Florida State Conference
Center, 555 West Pensacola Street, Tallahassee, Florida. This
Proxy Statement and the proxy card are being provided to
shareowners on or about April 3, 2001.
Q:What is being voted upon?
A:The election of three Class I directors and the ratification
of the Company's auditors. None of the proposals to be
considered create dissenter's rights. We are not aware of any
other matters to be presented to the meeting; however, the
holders of the proxies will vote in their discretion on any
other matters properly presented.
Q:Who can vote?
A:All shareowners of record on the record date of March 9, 2001.
On that date, there were 10,759,041 Capital City Bank Group
common shares outstanding and entitled to vote, and these
shares were held of record by approximately 1,599 shareowners.
Q:How much does each share count?
A:Each share counts as one vote. For the proposals scheduled to
be voted upon at the meeting, withheld votes on directors,
abstentions and shares held by a broker that the broker fails
to vote are all counted to determine a quorum, but are not
counted for or against the matters being considered.
Q:How do I give voting instructions?
A:You may attend the meeting and give instructions in person or
by the Internet, by telephone, or by mail. Instructions are on
the proxy card. The appropriate individuals named on the
enclosed proxy card will vote all properly executed proxies
that are delivered in response to this solicitation and not
later revoked in accordance with the instructions given by
you.
Q:Can I change my vote?
A:Yes, you may revoke your proxy by submitting a later proxy or
by written request received by the Company's corporate
secretary before the meeting. You may also revoke your proxy
at the meeting and vote in person.
Q:What does it mean if I get more than one proxy card?
A:You will receive a proxy card for each account that you have.
Please vote proxies for all accounts to ensure that all your
shares are voted.
Q:When are shareowner proposals due for the 2002 Annual Meeting?
A:Shareowner proposals that are to be included in the Proxy
Statement for the 2002 meeting must be received by December 7,
2001. Shareowner proposals for the 2002 meeting that are not
intended to be included in the proxy statement for that
meeting must be received by February 19, 2002 or the board of
directors can vote the proxies in its discretion on the
proposal. Proposals must comply with the proxy rules and be
submitted in writing to:
J. Kimbrough Davis
Corporate Secretary
Capital City Bank Group, Inc.
217 North Monroe Street
Tallahassee, Florida 32301
Q:Who pays for soliciting proxies?
A:The Company pays the cost of soliciting proxies. The officers
or other employees of the Company or its subsidiaries may
solicit proxies to have a larger representation at the
meeting.
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________________________________________________________________________
CORPORATE GOVERNANCE
________________________________________________________________________
How is the Company organized?
Capital City Bank Group is a financial holding company managed
by a core group of officers and governed by a board of directors
that has been set at eight members. The board of directors is
divided into three classes.
What are directors paid for their services?
Only non-employee directors are compensated for board service.
The pay components for 2000 were:
Annual Retainers:
* $6,000 for each member of the board of directors
* $1,000 additional annual retainer if serving as chairman of a
board committee
Meeting Fees:
* $500 for each board meeting attended
* $50 per hour for each committee meeting attended
Directors are also permitted to purchase shares of common stock
at a 10% discount from fair market value under the 1996 Director
Stock Purchase Plan. Purchases under this Plan may not exceed
the annual retainer and meeting fees received.
COMMITTEES OF THE BOARD
Audit Committee:
* Members are Mr. Humphress, Chairman; Mr. Lewis; and Ms. Knox.
* Consists only of members that are "independent" as that term
is defined in Rule 4200(A)(15) of the National Association of
Securities Dealers listing standards
* Met five times in 2000
* Oversees the Company's auditing, accounting, financial
reporting, legal compliance, and internal control functions
* Monitors and reviews the Company's compliance with Section 112
of the Federal Deposit Insurance Corporation Improvement Act of
1991 and reviews regulatory reports
* Reviews independent accountants' report on the Company's
financial statements, significant changes in accounting
principles and practices, significant proposed adjustments, and
any unresolved disagreements with management concerning
accounting or disclosure matters
* Recommends independent accountants and reviews their services,
fees, and the scope and timing of audits
* Operates according to a written charter, a copy of which is
attached as Exhibit A
Compensation Committee:
* Members are Mr. Cox, Chairman; Mr. Humphress; Ms. Knox;
Mr.Lewis and Mr. Wight
* Met three times in 2000
* Evaluates performance of the President and Chief Executive
Officer and recommends compensation
* Administers executive compensation plans
The board of directors does not have a standing nominating
committee. The whole board of directors performs this function.
MEETINGS
The board of directors met 12 times in 2000. Average director
attendance at all board and committee meetings was 97.9%. No
director attended less than 75% of the applicable meetings.
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_______________________________________________________________________
NOMINEES FOR ELECTION AS DIRECTORS
_______________________________________________________________________
The board of directors is divided into three classes, designated
Class I, Class II and Class III. The directors in each class are
elected for terms of three years or until their successors are
duly elected and qualified.
At the meeting, the shareowners will elect three Class I
directors. The individuals named on the enclosed proxy card will
vote, unless instructed otherwise, each properly delivered proxy
for the election of the following nominees as directors. If a
nominee is unable to serve, the shares represented by all valid
proxies that have not been revoked will be voted for the election
of a substitute as the board of directors may recommend, or the
board of directors may by resolution reduce the size of the board
of directors to eliminate the resulting vacancy. At this time,
the board of directors knows of no reason why any nominee might
be unavailable to serve, except that Mr. Wight will reach the age
of 72 in 2001 and it is expected he will resign from the board of
directors at the end of 2001 in accordance with Company policy.
The vacancy created by the retirement of Mr. Wight may or may not
be filled at that time.
CLASS I DIRECTOR NOMINEES:
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CADER B. COX, III
Mr. Cox, 51, has been a director since October 1994. Since June
1976, he has served as President of Riverview Plantation, Inc., a
resort and agricultural company.
WILLIAM G. SMITH, JR.
Mr. Smith, 47, has been a director since 1982. In January 1995,
he was elected President and Chief Executive Officer of the
Company and Chairman of Capital City Bank. Mr. Smith served as
Executive Vice President and Chief Operating Officer of the
Company from 1987 to 1995 and President and Chief Executive
Officer of Capital City First National Bank of Tallahassee from
1989 to 1995. Mr. Smith is the first cousin of Lina S. Knox.
JOHN B. WIGHT, JR.
Mr. Wight, 71, has been a Class I director since May 1999. He
was Chairman of Grady Holding Company and remains Chairman of its
subsidiary, First National Bank of Grady County, which entities
were acquired by the Company in May 1999. He is a former owner
of Wight Nurseries, Inc., an ornamental plant grower in Cairo,
Georgia. From 1980 to 1981, he was President of the American
Association of Nurserymen.
If elected, and except as provided above, Messrs. Cox, Smith and
Wight will serve as Class I directors until the 2004 Annual
Meeting. Messrs. Cox and Smith have served as directors for at
least the past five years. Mr. Wight has served as a director
since May 1999.
The affirmative vote of a plurality of shares present and
entitled to vote is required for the election of directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
NOMINEES.
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__________________________________________________________________________
CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
__________________________________________________________________________
CONTINUING CLASS II DIRECTORS:
- ------------------------------
(Term expiring in 2002)
THOMAS A. BARRON
Mr. Barron, 48, has been a director since 1982. He is Treasurer
of the Company and was elected President of Capital City Bank in
January 1995. He served as President of Capital City Second
National Bank from 1979 to 1995 and President of Industrial
National Bank from 1982 to 1995.
LINA S. KNOX
Ms. Knox, 56, has been a director since January 1998. She is a
dedicated community volunteer. Ms. Knox is the first cousin of
William G. Smith, Jr.
JOHN R. LEWIS
Mr. Lewis, 58, has been a Class II director since December 1999.
He is President and Chief Executive Officer of Super-Lube, Inc.,
Tallahassee, Florida, which he founded in 1979. From 1997 to
1998, he was the Chairman of Tallahassee Memorial Health Care and
currently serves as a board member of this organization.
CONTINUING CLASS III DIRECTORS:
- -------------------------------
(Term expiring in 2003)
DUBOSE AUSLEY
Mr. Ausley, 63, has been a director since 1982. He is the
Chairman of the Board of the Company and is also Chairman of the
law firm of Ausley & McMullen. Since 1992, he has served as a
director of TECO Energy, Inc. Since March of 1993, Mr. Ausley
has served as a director of Sprint Corporation. From 1982 to
1993, he served as a director of Centel Corporation.
JOHN K. HUMPHRESS
Mr. Humphress, 52, has been a director since October 1994. Since
1973, he has been a shareholder of Krause Humphress Pace &
Wadsworth, Chartered CPA's.
OTHER EXECUTIVE OFFICERS:
- -------------------------
J. KIMBROUGH DAVIS
Mr. Davis, 47, was elected Executive Vice President and Chief
Financial Officer of the Company in January 1997. He served as
Senior Vice President and Chief Financial Officer from 1991 to
1997. In January 1998, he was elected Executive Vice President
and Chief Financial Officer of Capital City Bank.
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_________________________________________________________________________
AUDIT COMMITTEE REPORT
_________________________________________________________________________
The Audit Committee has reviewed and discussed with Capital City
Bank Group's management the Company's audited financial
statements for fiscal 2000. The Audit Committee has also
discussed with Arthur Andersen LLP, the Company's independent
auditors, the matters required to be discussed by Statement on
Auditing Standards No. 61, received the written disclosures from
Arthur Andersen LLP required by Independence Standards Board
Standard No. 1, and discussed with Arthur Andersen LLP its
independence. Based primarily on such review and discussions,
the Audit Committee recommended to the Board of Directors that
the audited financial statements be included in the Company's
Annual Report on Form 10-K for fiscal 2000.
Members of the Committee:
John K. Humphress
Lina S. Knox
John R. Lewis
The foregoing Audit Committee Report shall not be deemed to be
incorporated by reference into any of the Company's previous or
future filings with the Commission, except as otherwise expressly
identified by the Company in any such filing.
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_______________________________________________________________________
COMPENSATION COMMITTEE REPORT
_______________________________________________________________________
What Is the Executive Compensation Philosophy?
We are responsible for recommending to the board of directors the
compensation of William G. Smith, Jr., the Company's President
and Chief Executive Officer. Our intent is to provide a
competitive compensation program linked directly to the Company's
strategic business objectives and its short-term and long-term
operating performance. With the objectives of strengthening
company performance and maximizing shareowner value over time,
this policy serves to align the interests of the President and
Chief Executive Officer with those of the shareowners.
What Comprises Total Executive Compensation?
* Base pay
* Short-term incentives
* Long-term incentives
Total Executive Compensation
We use a peer group of banks as a guide for determining the level
of compensation. The banks in the peer group were chosen based on
the similarities with the Company relative to size and markets
served.
We also periodically engage an independent executive compensation
consultant to assist in the assessment and evaluation of the
appropriateness of the compensation.
Base Salary
We determine base salary by assessing the responsibilities
required by the position, the experience of the individual, and
the competitive market. Mr. Smith was elected as President and
Chief Executive Officer in January 1995. From 1993 to 1998, no
adjustments to his base salary were made, even though he assumed
additional responsibilities. In 1999, Mr. Smith's base salary
increased to $145,000 per year and has not been adjusted since
that time. Mr. Smith has also had the opportunity to earn
additional compensation under various performance-based
compensation plans.
Annual Performance Bonuses
Annual cash bonuses are paid through the profit participation
plan. All of the senior level executives participate in this plan.
Performance Goals
We base annual performance bonuses on the attainment of corporate
and individual goals that we set at the beginning of the year.
We believe that accomplishing corporate goals is essential for
the Company's continued success and sustained financial
performance.
The amount of cash bonus which Mr. Smith may earn increases or
decreases, within a range, by a multiple of the percentage by
which net income exceeds or falls short of established profit
goals. The goals are based upon earnings performance. We
believe improved earnings performance will translate into long-
term increases in shareowner value.
Annual Bonus Payments
Mr. Smith's annual bonus was tied directly to the Company's
actual profitability for 2000 compared to targeted profitability.
We believe his performance and influence are best measured by the
Company's profitability and performance goals. In 2000, his
incentive compensation of $243,043, represented 66% of his total
cash compensation.
Incentive Plan
The Company maintains an Associate Incentive Plan. Under this
plan, Mr. Smith is eligible to earn common stock. Actual grants
are determined by the board of directors based on the achievement
of short-term and long-term performance goals. These goals are
set by the board of directors with reference to several
performance factors. The factors are
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generally based on financial performance, including earnings,
operating efficiency, asset quality and growth.
Specific targets and weightings used for establishing short-term
and long-term performance goals are subject to change at the
beginning of each measurement period, and are influenced by the
board of directors' desire to emphasize performance in certain
areas. In addition to stock earned in 2000, the Company provided
a cash bonus equal to 31% of the value of stock as a partial
offset to the tax liability incurred by Mr. Smith.
For achieving short-term performance goals for 2000, Mr. Smith
received a payout of 697 shares under this plan, with a fair
market value of $24.8125 per share as of December 31, 2000. The
opportunity at maximum performance was 1,266 shares.
For achieving long-term performance goals for 2000, Mr. Smith
received a payout of 1,458 shares under this plan, with a fair
market value of $24.8125 per share as of December 31, 2000. The
opportunity at maximum performance was 2,916 shares.
During the five-year period from January 1, 1997 to December 31,
2001, William G. Smith, Jr. is entitled to receive 22,500 shares
of common stock as a restricted stock award under the 1996
Incentive Plan. The award vested in five 4,500-share increments
as the Company's stock met certain price thresholds. Mr. Smith
could forfeit these shares if Mr. Smith's employment is
terminated during the five-year period. On December 19, 1997,
Mr. Smith was granted 18,000 shares of common stock in accordance
with the provisions of this award. On that date, the closing
price of the common stock was $26.83 per share. On February 28,
1998, Mr. Smith received the remaining 4,500 shares subject to
this award. On that date, the closing price of the common stock
was $29.25 per share.
Summary
We believe that the policies and programs described in this
report link pay and performance and serve the best interest of
shareowners. We frequently review the various pay plans and
policies and modify them as we deem necessary to continue to meet
the Company's business objectives and philosophy.
Members of the Committee:
Cader B. Cox, III
John K. Humphress
Lina S. Knox
John R. Lewis
John B. Wight, Jr.
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__________________________________________________________________________
SHARE OWNERSHIP
__________________________________________________________________________
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company's directors and executive officers, and parties
owning beneficially more than 10% of the common stock, must file
reports with the Securities and Exchange Commission to reflect
their interests in the Company's common stock. Copies of these
reports must be furnished to the Company. Based solely upon on a
review of these reports received by the Company for fiscal 2000
and written representations from some of its officers and
directors, the Company believes that each required Section 16(a)
report for 2000 was filed on time.
SHARE OWNERSHIP TABLE
Beneficial owners of more than 5% of the common stock are
required to file reports with the Securities and Exchange
Commission. The following table provides information, as of
March 9, 2001, on the common stock beneficially owned by
beneficial owners who have filed the required reports, beneficial
owners who were known to the Company to beneficially own more
than 5% of the common stock, directors, executive officers named
in the Summary Compensation Table, and all executive officers and
directors as a group.
- --------------------------------------------------------------------------------
Shares Percentage of
Beneficially Outstanding
Owned (1) Shares Owned
- --------------------------------------------------------------------------------
Robert H. Smith(2) 2,127,827 (3) 19.78%
Post Office Box 11248
Tallahassee, Florida 32302
William G. Smith, Jr.(2) 2,170,907 (4) 20.18%
Post Office Box 11248
Tallahassee, Florida 32302
John B. Wight, Jr. 635,900 (5) 5.91%
Post Office Box 58
Cairo, Georgia 31728
DuBose Ausley 519,176 (6) 4.83%
Thomas A. Barron 226,849 (7) 2.11%
Cader B. Cox, III 252,734 (8) 2.35%
J. Kimbrough Davis 36,283 (9) *
John K. Humphress 362,234 (10) 3.37%
Lina S. Knox(2) 69,225 (11) *
John R. Lewis 3,711 *
All Directors and Executive Officers as a
Group (9 Persons) 4,033,019 37.48%
*Represents less than one percent.
- --------------------------------------------------------------------------------
(1) For purposes of this table, a person is deemed to be the
beneficial owner of any shares of common stock if he or she
has or shares voting or investment power with respect to the
shares or has a right to acquire beneficial ownership at any
time within 60 days from the record date. "Voting power" is
the power to vote or direct the voting of shares and
"investment power" is the power to dispose or direct the
disposition of shares.
(2) Robert H. Smith and William G. Smith, Jr. are brothers, and
Lina S. Knox is their first cousin.
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(3) Includes (i) 63,916 shares in accounts for his children for
which Mr. Smith is Custodian; (ii) 360,533 shares held in
certain trusts under which Mr. Smith shares voting and
investment power as a co-trustee; (iii) 368,252 shares held by
a partnership under which Mr. Smith shares voting and
investment power; and (iv) 27,528 shares owned by Mr. Smith's
wife, of which he disclaims beneficial ownership. Of the
shares beneficially owned by Robert H. Smith, 728,785 shares
are also beneficially owned by William G. Smith, Jr.
(4) Includes (i) 49,930 shares in accounts for his children for
which Mr. Smith is Custodian; (ii) 360,533 shares held in
certain trusts under which Mr. Smith shares voting and
investment power as a co-trustee; (iii) 368,252 shares held by
a partnership under which Mr. Smith shares voting and
investment power; and (iv) 21,817 shares owned by Mr. Smith's
wife, of which he disclaims beneficial ownership. Of the
shares beneficially owned by William G. Smith, Jr., 728,785
shares are also beneficially owned by Robert H. Smith.
(5) Includes 92,708 shares owned by Mr. Wight's wife, of which
he disclaims beneficial ownership.
(6) Includes (i) 182,676 held in trust under which Mr. Ausley
serves as trustee and has sole voting and investment power;
and (ii) 4,425 shares owned by Mr. Ausley's wife, of which he
disclaims beneficial ownership.
(7) Includes (i) 50,542 shares held in trusts under which Mr.
Barron serves as trustee; (ii) 459 shares for which Mr. Barron
has power of attorney and may be deemed to be a beneficial
owner; and (iii) 18,500 shares owned by Mr. Barron's wife, of
which he disclaims beneficial ownership.
(8) Includes 244,000 shares held in a trust under which Mr. Cox
shares voting and investment power as a co-trustee, of which
he disclaims beneficial ownership.
(9) Includes (i) 944 shares in accounts for his children for
which Mr. Davis is Custodian; (ii) 12,879 shares owned jointly
by Mr. Davis and his wife; and (iii) 3,265 shares owned by Mr.
Davis's wife, directly and through an Individual Retirement
Account, all of which he disclaims beneficial ownership.
(10) Includes (i) 77,370 shares held by a limited partnership
of which Mr. Humphress is a general partner and shares voting
and investment power; (ii) 2,841 shares owned jointly by Mr.
Humphress and his wife; (iii) 2,100 shares in accounts for his
children for which Mr. Humphress is Custodian; (iv) Includes
244,000 shares held in a trust under which Mr. Humphress
shares voting and investment power as a co-trustee; and
(v) 1,102 shares owned by Mr. Humphress's wife, directly and
through an Individual Retirement Account, all of which he
disclaims beneficial ownership.
(11) Includes 2,400 shares owned jointly by Ms. Knox and her
husband.
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______________________________________________________________________
EXECUTIVE OFFICERS AND TRANSACTIONS WITH MANAGEMENT
______________________________________________________________________
EXECUTIVE OFFICERS
Executive officers are elected annually by the board of directors
at its meeting following the annual meeting of shareowners to
serve for a one year term and until their successors are elected
and qualified. Messrs. Ausley, Barron and William G. Smith, Jr.
serve as directors and executive officers of the Company and Mr.
Davis is an executive officer of the Company. For information
pertaining to the business experience and other positions held by
these individuals, see "NOMINEES FOR ELECTION AS DIRECTORS" and
"CONTINUING DIRECTORS AND EXECUTIVE OFFICERS."
TRANSACTIONS WITH MANAGEMENT AND RELATED PARTIES
During 2000, Capital City Bank, a wholly-owned subsidiary of the
Company, had outstanding loans to several of the Company's
directors, executive officers, their associates and members of
the immediate families of these directors and executive officers.
These loans were made in the ordinary course of business and were
made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable
transactions with others. These loans do not involve more than
the normal risk of collectability or present other unfavorable
features.
DuBose Ausley, Chairman of the Board, is Chairman of Ausley &
McMullen, the Company's general counsel. During 2000, the
Company and the Company's subsidiaries paid legal fees to this
law firm of approximately $335,000.
Capital City Bank's Apalachee Parkway Office is located on land
leased from the Smith Interests General Partnership L.L.P.
("SIGP") in which William G. Smith, Jr., Robert H. Smith and Lina
S. Knox are partners. In addition, a trust for the benefit of
Elaine W. Smith, a relative of William G. Smith, Jr. and Robert
H. Smith, of which DuBose Ausley, Chairman of the Board, is
trustee, is also a partner of SIGP. As trustee of this trust,
Mr. Ausley has the power to vote the SIGP interests owned by the
trust. Lease payments during 2000 from the Company to SIGP
totaled approximately $81,000.
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SUMMARY COMPENSATION TABLE
___________________________________________________________________________
The following summary compensation table shows compensation information
for the Company's President and Chief Executive Officer and the two other
executive officers of the Company who earned over $100,000 in aggregate
salary, bonus and other compensation in the fiscal year ended
December 31, 2000.
Long-Term
Annual Compensation Compensation
-------------------------------------- ---------------------------------
Name and Other Annual Restricted Long-Term Incentive
Principal Position Year Salary Bonus Compensation (1) Stock Awards Plan Payouts(2)
William G. Smith, Jr.
President and Chief
Executive Officer 2000 $145,000 $260,337 (3) $16,576 --- $36,177
1999 $145,000 $223,981 (3) $3,612 --- ---
1998 $132,000 $190,108 (3) $4,582 $131,625 (4) ---
Thomas A. Barron
Treasurer 2000 $160,000 $254,857 (3) $21,145 --- $50,965
1999 $160,000 $171,131 (3) $3,607 --- ---
1998 $150,000 $74,038 (3) $4,607 --- ---
J. Kimbrough Davis
Executive Vice President
and Chief Financial
Officer 2000 $135,000 $82,062 (3) $8,569 --- $18,113
1999 $125,000 $61,396 (3) $1,846 --- ---
1998 $115,000 $55,704 (3) $2,295 --- ---
(1) Consists of cash bonuses paid as a tax supplement to participants in the
1996 Incentive Plan.
(2) Consists of the dollar value of all payouts made for long-term performance
awards granted under the 1996 Incentive Plan.
(3) Includes cash bonuses and the dollar value of short-term incentive stock awards.
(4) During the five-year period from January 1, 1997 to December 31, 2001,
William G. Smith, Jr. is entitled to receive 22,500 shares of common stock as
a restricted stock award under the 1996 Incentive Plan. The award vested in
five 4,500-share increments as the Company's stock met certain price
thresholds. Mr. Smith could forfeit these shares if Mr. Smith's employment
is terminated during the five-year period. On December 19, 1997, Mr. Smith
was granted 18,000 shares of common stock in accordance with the provisions
of this award. On this date, the closing price of the common stock was
$26.83 per share. On February 28, 1998, Mr. Smith received the remaining
4,500 shares subject to this award. On this date, the closing price of the
common stock was $29.25 per share.
11
_________________________________________________________________________
INCENTIVE COMPENSATION AND STOCK PURCHASE PLANS
_________________________________________________________________________
1996 Associate Incentive Plan
The 1996 Associate Incentive Plan became effective on February
23, 1996. Awards under this plan may be made until December 31,
2005. Under the plan, key associates of the Company who have
been selected as participants are eligible to receive awards of
equity-based incentive compensation, including stock options,
stock appreciation rights, restricted stock awards, performance
share units and phantom stock, and combinations of these
incentives. The aggregate number of shares of common stock
subject to awards under the plan may not exceed 750,000. The
plan is administered by the board of directors which has the
authority under the plan to establish, adopt and revise plan
rules and regulations and to make all determinations relating to
the plan.
The plan authorizes the establishment of long-term performance
share programs to be effective over designated award periods of
not less than one year nor more than five years. At the
beginning of each award period, the board of directors
establishes performance goals. Performance goals may include
financial or other measures of corporate performance and may be
determined on an individual basis or by categories of
participants. The board of directors has the discretionary
authority to adjust performance goals or performance measurement
standards as it deems equitable in recognition of extraordinary
or non-recurring events experienced during an award period. The
board of directors determines the number of performance share
units to be awarded, if any, to each participant who is selected
to receive an award. The board of directors may add new
participants to a performance share program after its
commencement by making pro rata grants. At the completion of a
performance share program, or at other times as specified by the
board of directors, the board of directors will calculate the
number of shares earned by multiplying the number of performance
share units granted to the participant by a performance factor
representing the attainment of the performance goals.
1995 Associate Stock Purchase Plan
The 1995 Associate Stock Purchase Plan became effective on March
20, 1995. Up to 450,000 shares of common stock may be purchased
under the 1995 Purchase Plan. The purpose of the plan is to
provide associates of the Company and its subsidiaries with an
opportunity to purchase common stock of the Company through
accumulated payroll deductions or other contributions. The plan
is intended to qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986. Under the
terms of the plan, the common stock purchased by participants is
purchased directly from the Company. The plan provides that
common stock may be purchased at a discount, not to exceed 15
percent, which is to be fixed by the board of directors.
In fiscal year 2000, 26,397 shares of common stock were purchased
under the plan. The board of directors has the right to amend or
terminate the plan at any time, provided that no amendment or
termination may adversely affect purchase rights previously
granted, except that an offering period may be terminated by the
board of directors on any exercise date if the board of directors
determines that the termination of the plan is in the best
interests of the Company and its shareowners.
12
______________________________________________________________________
RETIREMENT PLANS
______________________________________________________________________
Retirement Plan
The Company maintains a noncontributory, defined benefit
retirement plan which covers all full-time associates and part-
time associates with 1,000 hours of service annually that are
employed by the Company and its subsidiaries. The following
table shows the annual retirement benefits payable under the
retirement plan to associates based on the stated compensation
and years of service, assuming the participant was born in 1954
or later, all service is after 1988, and retirement is at the age
of 65.
Years of Accredited Service
(Social Security Benefits Not Included)
Compensation 10 Years 20 Years 30 Years
$ 10,000 $ 1,900 $ 3,800 $ 5,700
20,000 3,800 7,600 11,400
30,000 5,900 11,900 17,800
40,000 8,200 16,400 24,600
50,000 10,500 21,000 31,500
60,000 12,800 25,500 38,300
70,000 15,000 30,100 45,100
80,000 17,300 34,700 52,000
90,000 19,600 39,200 58,800
100,000 21,900 43,800 65,700
125,000 27,600 55,200 82,800
150,000 33,300 66,600 99,900
160,000 35,600 71,100 106,700
170,000 37,800 75,200 113,500
Benefits for retirement plan purposes are calculated based upon
the average monthly compensation for the highest five consecutive
years in the last 10 years of employment. The retirement plan
also provides pre-retirement disability and death benefits. For
2001, the maximum annual compensation recognized for benefit
purposes is $170,000, and the maximum annual benefit permitted
under IRS regulations is $140,000.
As of December 31, 2000, the applicable compensation levels and
accredited service for determination of pension benefits for the
named executive officers would have been:
Accredited
Compensation Service
Thomas A. Barron $334,736 26
J. Kimbrough Davis $198,242 19
William G. Smith, Jr. $373,775 22
Benefits are equal to the adjusted accrued benefits as of
December 31, 1988, computed in accordance with a prior formula,
plus a percentage of average monthly compensation for each year
of service after 1988. Employees with service prior to 1989 or
born prior to 1955 will have different benefits from those shown
above, depending upon their year of birth, years of service prior
to 1989, and compensation level. No single table is possible for
these employees due to the multiple variables involved.
13
Supplemental Employee Retirement Plan
Effective January 1, 1996, the board of directors of the Company
implemented a supplemental employee retirement plan covering
William G. Smith, Jr. and Thomas A. Barron. This plan is
designed to restore a portion of the benefits Messrs. Smith and
Barron would otherwise receive under the Retirement Plan if these
benefits were not limited by the tax laws. Participants under
the Retirement Plan receive benefits determined by a formula that
is based on average monthly compensation. Due to the tax law
limitations, the relative benefits payable to Messrs. Smith and
Barron are significantly less than those of other Retirement Plan
participants. The supplemental plan provides additional
benefits, which, when combined with benefits payable under the
Retirement Plan, approximate 60 percent of average monthly
compensation, which more closely aligns the benefits payable to
Messrs. Smith and Barron with those of other Retirement Plan
participants. The Supplemental Plan is not a qualified plan
under the tax laws. The Company has no obligation to fund the
supplemental plan but accrues for its anticipated obligations
under the supplemental plan on an annual basis.
401(k) Profit Sharing Plan
On October 1, 1997, the Company adopted a 401(k) plan. The
purpose of the 401(k) plan is to serve as a supplementary
retirement plan for employees who are eligible to participate.
It is primarily intended to provide a convenient program of
regular savings and investment for eligible employees. The
401(k) plan is presently administered by the Retirement Committee
of Capital City Bank, a wholly-owned subsidiary of the Company.
Capital City Trust Company, an indirect wholly-owned subsidiary
of the Company, serves as trustee of the trust fund into which
funds contributed under the 401(k) plan and the earnings under
the 401(k) plan are held. One investment option provided by the
401(k) plan is a fund of the Company's common stock. Up to
75,000 shares of common stock may be purchased under the 401(k)
plan. During fiscal year 2000, no shares of common stock were
issued under the 401(k) plan, but open market purchases in the
amount of 1,049 shares were made by plan participants.
14
________________________________________________________________________
FIVE-YEAR PERFORMANCE GRAPH
________________________________________________________________________
This performance graph compares the cumulative total shareholder
return on the Company's common stock with the NASDAQ - Total US
and the NASDAQ Bank Index for the past five years. The graph
assumes that $100 was invested on December 31, 1995 in the
Company's common stock and each of the above indices, and that
dividends are reinvested. The shareholder return shown below for
the five-year historical period may not be indicative of future
performance.
Capital City Bank Group, Inc.
[PERFORMANCE GRAPH APPEARS HERE]
Period Ending
-----------------------------------------------------
Index 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
- --------------------------------------------------------------------------
Capital City
Bank Group, Inc. 100.00 182.35 294.92 306.46 243.80 288.99
NASDAQ - Total US* 100.00 123.04 150.69 212.51 394.92 237.62
NASDAQ Bank Index* 100.00 132.04 221.06 219.64 211.14 241.08
15
_________________________________________________________________________
RATIFICATION OF AUDITORS
_________________________________________________________________________
ITEM NO. 2 -- RATIFICATION OF AUDITORS
The board of directors appointed Arthur Andersen LLP, independent
certified public accountants, as the Capital City Bank Group's
independent auditors for the fiscal year ending December 31,
2001. Arthur Andersen LLP has served as the Company's
independent auditors since the 1994 fiscal year.
With respect to fiscal year 2001, Arthur Andersen LLP will audit
the Company's consolidated financial statements, provide limited
reviews of quarterly reports, perform services related to filings
with the Securities and Exchange Commission, prepare the
Company's tax returns and perform various consultation services.
Representatives of Arthur Andersen LLP may be present at the
meeting to respond to appropriate questions and to make any
statements as they may desire.
Fees billed to Capital City Bank Group by Arthur Andersen LLP
during Fiscal 2000:
Audit Fees - Audit fees billed to Capital City Bank Group by
Arthur Andersen LLP during the Company's 2000 fiscal year
for review of the Company's annual financial statements and
those financial statements included in the Company's
quarterly reports on Form 10-Q totaled $155,000.
Financial Information Systems Design and Implementation Fees
- The Company did not engage Arthur Andersen LLP to provide
advice to the Company regarding financial information
systems design and implementation during the fiscal year
ended December 31, 2000.
All Other Fees - Fees billed to the Company by Arthur
Andersen LLP during the Company's 2000 fiscal year for all
other non-audit services rendered to the Company, including
tax related services totaled $218,000.
Shareowner ratification of the selection of Arthur Andersen LLP
as the Company's independent public accountants is not required
by the Company's By-Laws or other applicable legal requirement.
However, the Board is submitting the selection of Arthur Andersen
LLP to the shareowners for ratification as a matter of good
corporate practice. If the shareowners fail to ratify the
selection, the Audit Committee and the Board will reconsider
whether or not to retain that firm. Even if the selection is
ratified, the board of directors at its discretion may direct the
appointment of a different independent accounting firm at any
time during the year if it determines that such a change would be
in the best interests of the Company and its shareowners.
The proposal to ratify Arthur Andersen LLP as independent
auditors will be approved if the votes cast by the shareowners
present, or represented, at the meeting and entitled to vote on
the matter favoring this proposal exceed the votes cast in
opposition to the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP.
16
__________________________________________________________________
ANNUAL REPORT
__________________________________________________________________
The Company has filed an annual report for the fiscal year ended
December 31, 2000 on Form 10-K with the Securities and Exchange
Commission. Shareowners may obtain, free of charge, a copy of
the Company's annual report on Form 10-K by writing to the Chief
Financial Officer at the Company's corporate address.
17
EXHIBIT A
---------
Charter of the Audit Committee of the Board of Directors
Title
- -----
The title of this Committee shall be the Audit Committee of the
Board of Directors of Capital City Bank Group, Inc.
Composition
- -----------
The Audit Committee shall be composed of a minimum of three
directors. The independence and qualifications of the members of
the Committee shall at all times satisfy the requirements of the
National Association of Securities Dealers, Inc. ("NASD").
The independence and qualifications of the Committee members will
be monitored on an annual basis by the Board.
Reporting Structure
- -------------------
The independent certified public accountants will be ultimately
accountable to the Board and Audit Committee, as representatives
of the shareholders.
Purposes
- --------
The primary purposes of the Audit Committee are to provide
independent and objective oversight of the accounting and
financial reporting functions and internal controls of the
Company and its subsidiaries and to ensure the objectivity of the
Company's financial statements. The Committee's function is one
of oversight and review, and it is not required to prepare or
audit the financial statements, to define the scope of the audit,
to control the Company's accounting policies and practices, or to
define the standards used in preparing the financial statements.
In furtherance of its purposes, the Committee shall:
1. Provide assistance to the Board in fulfilling its fiduciary
responsibilities relating to corporate accounting and
reporting practices.
2. Facilitate communications between the Board, the independent
public accountants and the General Auditor.
3. Oversee the business risk management process that
identifies, sources, measures, and prioritizes business and
financial reporting risks, and monitor the effectiveness of the
control and risk management processes established to manage those
risks.
A-1
4. Provide to the independent public accountants and to the
General Auditor a private, confidential audience at any time it
is desired or requested, with or without the knowledge of
management.
5. Review with the auditors (internal and external) and company
management about the quality and acceptability of material
financial reporting decisions and judgements.
Duties and Responsibilities
- ---------------------------
The primary duties and responsibilities of the Audit Committee
shall be to:
1. On an annual basis, evaluate and select (subject to Board
review and ratification) the independent certified public
accountants for the Company after reviewing the following:
* Independence of the independent certified public
accountants
* Quality of professional services provided to the Company
of both an audit and non-audit nature
* Fees charged for both audit and non-audit services
* Comments and recommendations from management
2. Meet with the independent certified public accountants to
review the scope of the audit for the current year and the audit
procedures to be utilized. This review is to include the
potential effects of business and financial statement risks on
the company's control systems and quality of financial reporting,
and a discussion of the extent to which the financial statements
contain all disclosures that could reasonably be deemed
"material" within the meaning of applicable requirements. At the
conclusion of this meeting, review any comments or
recommendations made by the independent certified public
accountants.
3. Prior to the filing of each Quarterly Report on Form 10-Q
and Annual Report on Form 10-K, or of any other report to be
filed with the Securities and Exchange Commission containing
significant financial information concerning the Company, review
and discuss with management and the independent certified public
accountants the financial statements and other financial
information contained in the report. Except in the case of the
Annual Report on Form 10-K (or any other report containing
similar financial statements or information), such review and
discussion may be conducted by the Chairman of the Committee,
rather than the full Committee, at his/her discretion.
Discussion of the Company's audited financial statements
with the independent certified public accountants will
include the following:
* A common framework to assess financial reporting quality
and facilitate a common vocabulary and understanding
about quality among the Committee, management, and the
certified public accountants.
* Consideration of the matters contemplated by SAS No. 61
(Accounting Standards Board - Communications With Audit
Committees).
A-2
4. Annually report to the Board of Directors that:
* The Company's audited financial statements have been
reviewed and discussed with the independent certified
public accountants, including all required SAS No. 61
communications.
* The Committee has executed its responsibility to oversee
the independent certified public accountants. In
particular, the Committee shall (a) require (and shall so
report to the Board) that the independent certified
public accountants deliver to the Committee a formal
written statement delineating all relationships between
such accountants and the Company and (b) engage in a
dialogue with such accountants concerning any
relationships or services that may impact their
objectivity and independence and, in response to such
statement, take, or recommend that the board take,
appropriate action to satisfy itself as to the
independence of such accountants.
* The Company's financial statements be included in the
Company's Annual Report on Form 10-K.
* The required Audit Committee duties and responsibilities
have been met for the most recently completed fiscal
year.
5. Engage in such review and discussion as the Committee deems
appropriate with regard to activities of the Internal Audit
Department and the Compliance Department, bank regulatory
examination reports and/or other regulatory reports and filings,
the Company's Code of Conduct, and other legal, regulatory or
other matters.
Processes
- ---------
Management shall prepare annually, for review and approval by the
Committee, detailed procedures and processes for carrying on the
Committee's duties and responsibilities.
Additional Authority
- --------------------
The Audit Committee shall have the authority to direct an
investigation by the independent certified public accountants
and/or by the General Auditor into any matter related to the
Company's business and affairs. In addition, the Audit Committee
shall have the authority to utilize internal company resources,
and to retain such outside counsel and/or other resources as it
deems necessary at any time in carrying out the duties of the
Committee.
Meetings
- --------
The Committee will meet on an as needed basis, but will have a
minimum of four regular meetings per year. Meetings will be
called as needed to discuss any significant issues, including
those related to the review of any 10-Q Report by the Company's
independent certified public accountants.
A-3
It is intended that any management representative present
withdraw for a period at the end of each meeting so as to permit
discussion in private with the independent certified public
accountants, or the General Auditor.
Review and Approval
- -------------------
This Charter will be reviewed and assessed annually by the Audit
Committee, and approved by the Board of Directors on an annual
basis.
Date of Latest Approval by Audit Committee: May 22, 2000
------------
Date of Latest Approval by Board of Directors: May 23, 2000
------------
A-4
CAPITAL CITY BANK GROUP, INC.
217 North Monroe Street
Tallahassee, Florida 32301
PROXY FOR ANNUAL MEETING OF SHAREOWNERS
APRIL 24, 2001
KNOW ALL MEN BY THESE PRESENTS that I, the undersigned shareowner
of Capital City Bank Group, Inc. (the "Company"), Tallahassee,
Florida, do hereby nominate, constitute and appoint Randolph M.
Pople and Dale A. Thompson, or any one of them (with full power
to act alone), my true and lawful attorneys proxies with full
power of substitution, for me and in my name, place and stead to
vote all the shares of Common Stock of the Company, standing in
my name on its books as of the close of business on Friday,
March 9, 2001, at the annual meeting of its shareowners to be
held at the Florida State Conference Center, 555 West Pensacola
Street, Tallahassee, Florida, on Tuesday, April 24, 2001, at 4:00
p.m., or at any adjournments thereof with all the power the
undersigned would possess if personally present.
(Continued and to be signed on the other side)
ANNUAL MEETING OF SHAREOWNERS OF
CAPITAL CITY BANK GROUP, INC.
Tuesday, April 24, 2001
PROXY VOTING INSTRUCTIONS
TO VOTE BY MAIL
- ---------------
Please date, sign and mail your proxy card in the envelope
provided as soon as possible.
TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
- --------------------------------------------
Please call toll-free 1-800-PROXIES and follow the instructions.
Have you control number and the proxy card available when you call.
TO VOTE BY INTERNET
- -------------------
Please access the web page at "www.voteproxy.com" and follow the
on-screen instructions. Have your control number available when
you access the web page.
YOUR CONTROL NUMBER IS ---->
Please Detach and Mail in the Envelope Provided
[x] Please mark your votes as in this example.
(1) To elect the three persons listed at right as Class I
directors of the Company to serve a term of three years each,
or until their successors are duly elected and qualified.
Nominees: Cader B. Cox, III
William G. Smith, Jr.
John B. Wight, Jr.
FOR [ ] WITHHOLD [ ]
INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.
- ----------------------------------------------
(2) To ratify the appointment of Arthur Andersen LLP as auditors
for the Company for the fiscal year ending December 31,2001
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(3) In the discretion of the Board of Directors of the Company,
to approve such other business properly coming before the
meeting or any adjournment of the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL THESE PROPOSALS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND
MAY BE REVOKED PRIOR TO ITS EXERCISE.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTIONS ARE
GIVEN ON THE PROXY, THE SHARES REPRESENTED BY THE PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2 AND AS DETERMINED BY THE BOARD OF
DIRECTORS ON ANY OTHER MATTER WHICH MAY PROPERLY BE BROUGHT AT
THE MEETING.
The undersigned Shareowner(s) hereby acknowledges receipt of the
Notice of Annual Meeting and Proxy Statement.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
Signature _______________________ Signature _______________________
Dated:______________
Note: When signed as attorney, personal representative, administrator,
trustee or guardian, please give full title. If more than one
trustee, all should sign. If owned jointly, at least one joint
owner must sign. If by a corporation please sign full name by
president or other authorized officer. If by a partner ship
please sign by an authorized person.