SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by a Party other than the Registrant [ ]
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[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
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[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.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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[X] No fee required.
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NOTICE OF 2002 ANNUAL MEETING OF SHAREOWNERS AND PROXY STATEMENT
Capital City Bank Group, Inc.
217 North Monroe Street
Tallahassee, Florida 32301
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CONTENTS
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LETTER TO SHAREOWNERS
NOTICE OF ANNUAL MEETING OF THE 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
Auditors 16
Annual Report 17
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LETTER TO SHAREOWNERS
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CAPITAL CITY BANK GROUP, INC.
217 North Monroe Street
Tallahassee, Florida 32301
April 2, 2002
Dear Fellow Shareowners:
You are cordially invited to attend the 2002 Annual Meeting of
Shareowners at 10:00 a.m., local time, on Tuesday, April 23,
2002, at University Center Club, Building B, Floor 3, University
Center, Florida State University, Doak Campbell Stadium in
Tallahassee, Florida.
At the meeting, I will give an update on Capital City's business
and plans for the future. Also, we will elect three Class II
directors to the Board of Directors. In contrast to prior years,
we will not be ratifying our accountants at the meeting. In
response to the Enron/Arthur Andersen situation, our Audit
Committee has begun a comprehensive review and selection process
to recommend to the Board of Directors the selection of an
independent auditor for fiscal year 2002. This selection process
is on-going as of the date of this letter.
Your Board of Directors encourages every shareowner to vote. Your
vote is very important. Whether or not you plan to attend the
meeting, please review the proxy materials and return your proxy
instructions by Friday, April 12, 2002.
The meeting will begin at 10:00 a.m. I hope you will come early
and join your friends for light refreshments at 9:30 a.m.
Sincerely,
/s/ William G. Smith, Jr.
William G. Smith, Jr.
President and Chief Executive Officer
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NOTICE OF ANNUAL MEETING OF SHAREOWNERS
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TIME PLACE
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10:00 a.m., local time, on University Center Club
April 23, 2002 Building B, Floor 3
University Center Florida State
University Doak Campbell
Stadium Tallahassee, Florida
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BUSINESS RECORD DATE
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(1) Elect three Class II Shareowners owning Capital
directors to the Board of City Bank Group shares at the
Directors close of business on March 6,
2002, are entitled to attend
(2) Transact other business and vote at the meeting
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 Even if you plan to attend the
card, and Capital City Bank meeting in Tallahassee, please
Group Annual Report are provide us your voting
included in this mailing 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 2, 2002
PROXY STATEMENT - GENERAL INFORMATION
Q:WHY AM I RECEIVING THIS Q:CAN I CHANGE MY VOTE?
PROXY STATEMENT AND PROXY A:Yes, you may revoke your
CARD? proxy by submitting a later
A:The Board of Directors is proxy or by written request
soliciting your proxy for received by the Company's
the 2002 Annual Meeting of corporate secretary before
Shareowners and any the meeting. You may also
adjournments of this revoke your proxy at the
meeting. The meeting will meeting and vote in person.
be held at 10:00 a.m.,
local time, on Tuesday, Q:WHAT DOES IT MEAN IF I GET
April 23, 2002, at the MORE THAN ONE PROXY CARD?
University Center Club, A:You will receive a proxy
Building B, Floor 3, card for each account that
University Center, Florida you have. Please vote
State University, Doak proxies for all accounts to
Campbell Stadium, ensure that all your shares
Tallahassee, Florida. This are voted.
Proxy Statement and the
proxy card are being Q:WHEN ARE SHAREOWNER
provided to shareowners on PROPOSALS DUE FOR THE 2003
or about April 2, 2002. ANNUAL MEETING?
A:Shareowner proposals that
Q:WHAT IS BEING VOTED UPON? are to be included in the
A:The election of three Class Proxy Statement for the
II directors. The proposal 2003 meeting must be
to be considered will not received by December 5,
create dissenter's rights. 2002. Shareowner proposals
We are not aware of any for the 2003 meeting that
other matters to be are not intended to be
presented to the meeting; included in the proxy
however, the holders of the statement for that meeting
proxies will vote in their must be received by
discretion on any other February 18, 2003 or the
matters properly presented. Board of Directors can vote
the proxies in its
discretion on the proposal.
Q:WHO CAN VOTE? Proposals must comply with
A:All shareowners of record the proxy rules
on the record date of and be submitted in writing to:
March 6, 2002. On that
date, there were 10,627,669 J. Kimbrough Davis
Capital City Bank Group Corporate Secretary
common shares outstanding Capital City Bank Group, Inc.
and entitled to vote, and 217 North Monroe Street
these shares were held of Tallahassee, Florida 32301
record by approximately
1,473 shareowners.
Q:WHO PAYS FOR SOLICITING
PROXIES?
Q:HOW MUCH DOES EACH SHARE A:The Company pays the
COUNT? cost of soliciting proxies.
A:Each share counts as one The officers or other
vote. For the proposals employees of the Company
scheduled to be voted upon or its subsidiaries may
at the meeting, withheld solicit proxies to have a
votes on directors, larger representation at the
abstentions and shares held meeting.
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.
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CORPORATE GOVERNANCE
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HOW IS THE COMPANY ORGANIZED? . Oversees the Company's
Capital City Bank Group is a auditing, accounting,
financial holding company financial reporting, and
managed by a core group of internal control functions
officers and governed by a
Board of Directors that has . Monitors and reviews the
been set at seven members. Company's compliance with
The Board of Directors is Section 112 of the Federal
divided into three classes. Deposit Insurance Corporation
Improvement Act of 1991 and
WHAT ARE DIRECTORS PAID? reviews regulatory reports
Only non-employee directors
are compensated for board . Reviews independent
service. The pay components accountants' report on the
for 2001 were: Company's financial
statements, significant
Annual Retainers: changes in accounting
principles and practices,
. $6,000 for each non- significant proposed
employee member of the Board adjustments, and any
of Directors unresolved disagreements
with management concerning
. $1,000 additional annual accounting or disclosure
retainer if serving as matters
chairman of a board committee
. Recommends independent
Meeting Fees: accountants and reviews
their services, fees,
. $500 for each board and the scope
meeting attended and timing of audits
. $50 per hour for each . Operates according to a
committee meeting attended written charter adopted by
the Board of Directors
Directors are also permitted
to purchase shares of common Compensation Committee:
stock at a 10% discount from
fair market value under the . Members are Cader B. Cox, III
1996 Director Stock Purchase (Chairman), John K. Humphress,
Plan. Purchases under this Lina S. Knox and John R. Lewis.
Plan may not exceed the annual John B. Wight, Jr. also served
retainer and meeting fees on the Compensation Committee
received. For 2001. Mr. Wight reached the
age of 72 in 2001 and resigned
COMMITTEES OF THE BOARD from the Board of Directors at
the end of 2001 in accordance
Audit Committee: with Company policy.
. Members are John K. Humphress . Met six times in 2001
(Chairman), John R. Lewis, and
Lina S. Knox . Evaluates performance of
the President and Chief
Executive Officer and
. Consists only of members recommends compensation
that are "independent" as that
term is defined in Rule The Board of Directors does
4200(a)(15) of the National not have a standing nominating
Association of Securities committee. The whole Board of
Dealers listing standards Directors performs this function.
. Met four times in 2001 MEETINGS
The Board of Directors met 12
times in 2001. Average director
attendance at all board and
committee meetings was
approximately 97%. No director
attended less than 75% of the
applicable meetings.
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NOMINEES FOR ELECTION AS DIRECTORS
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ITEM NO. 1 -- ELECTION OF DIRECTORS
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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 II
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 unable to serve.
CLASS II DIRECTOR NOMINEES:
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THOMAS A. BARRON JOHN R. LEWIS
Mr. Barron, 49, has been a Mr. Lewis, 59, has been a
director since 1982. He is director since December
Treasurer of the Company and 1999. He is President and
was elected President of Chief Executive Officer of
Capital City Bank in 1995. Super-Lube, Inc.,
Tallahassee, Florida, which
LINA S. KNOX he founded in 1979.
Ms. Knox, 57, has been a
director since January 1998.
She is a dedicated community volunteer.
Ms. Knox is the first cousin of
William G. Smith, Jr.
Except as provided above, if elected, Messrs. Barron and Lewis
and Ms. Knox will serve as Class II directors until the 2005
Annual Meeting. Mr. Barron has served as a director for at least
the past five years. Ms. Knox has served as a director since
January 1998, and Mr. Lewis has served as a director since
December 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
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CONTINUING CLASS III CONTINUING CLASS I
DIRECTORS: DIRECTORS:
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(Term expiring in 2003) (Term expiring in 2004)
DUBOSE AUSLEY CADER B. COX, III
Mr. Ausley, 64, has been a Mr. Cox, 52, has been a
director since 1982. He is director since 1994. Since
the Chairman of the Board of 1976, he has served as
the Company and is also President of Riverview
Chairman of the law firm of Plantation, Inc., a resort
Ausley & McMullen. Since and agricultural company.
1992, he has served as a
director of TECO Energy, Inc. WILLIAM G. SMITH, JR.
Since 1993, Mr. Ausley has Mr. Smith, 48, has been a
served as a director of Sprint director since 1982. In
Corporation. 1995, he was elected
President and Chief
JOHN K. HUMPHRESS Executive Officer of the
Mr. Humphress, 53, has been a Company and Chairman of
director since 1994. Since Capital City Bank.
1973, he has been a Mr. Smith is the first
shareholder of Krause cousin of Lina S. Knox.
Humphress Pace & Wadsworth,
Chartered CPA's.
OTHER EXECUTIVE OFFICERS:
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J. KIMBROUGH DAVIS
Mr. Davis, 48, was appointed
Executive Vice President and
Chief Financial Officer of the
Company in 1997. He served as
Senior Vice President and
Chief Financial Officer from
1991 to 1997. In 1998, he was
appointed Executive Vice President
and Chief Financial Officer of
Capital City Bank.
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AUDIT COMMITTEE REPORT
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The Audit Committee has reviewed and discussed with Capital City
Bank Group's management the Company's audited financial
statements for fiscal year 2001. The Audit Committee has also
discussed with Arthur Andersen LLP, the Company's independent
auditors for fiscal year 2001, 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
year 2001.
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
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WHAT IS THE EXECUTIVE and the competitive market.
COMPENSATION PHILOSOPHY? Mr. Smith was elected as
We are responsible for President and Chief Executive
recommending to the Board of Officer in 1995. His initial
Directors the compensation of base salary was set at
William G. Smith, Jr., the $132,000 per year, and we
Company's President and Chief have increased his base
Executive Officer. Our intent salary periodically since
is to provide a competitive that time. In 2001,
compensation program linked Mr. Smith's base salary was
directly to the Company's set at $158,000 per year, and
strategic business objectives it has been adjusted in 2002
and its short-term and long- to $175,000 per year.
term operating performance. Mr. Smith has also had the
With the objectives of opportunity to earn
strengthening company additional compensation under
performance and maximizing various performance-based
shareowner value over time, compensation plans.
this policy serves to align
the interests of the President ANNUAL PERFORMANCE BONUSES
and Chief Executive Officer Annual cash bonuses are paid
with those of the shareowners. through the profit
participation plan. All
WHAT COMPRISES TOTAL EXECUTIVE senior level executives
COMPENSATION? participate in this plan.
. Base pay PERFORMANCE GOALS
We base annual performance
. Short-term incentives bonuses on the attainment of
corporate and individual goals
. Long-term incentives that we set at the beginning
of the year.
TOTAL EXECUTIVE COMPENSATION
We use a peer group of banks We believe that accomplishing
as a guide for determining the corporate goals is essential
level of compensation. The for the Company's continued
banks in the peer group were success and sustained
chosen based on the similarities financial performance.
with the Company relative to
size and markets served. The amount of cash bonus which
Mr. Smith may earn increases
We also periodically engage an or decreases, within a range,
independent executive by a multiple of the
compensation consultant to percentage by which net income
assist in the assessment and exceeds or falls short of
evaluation of the appropriateness established profit goals. The
of the compensation. goals are based upon earnings
performance. We believe
BASE SALARY improved earnings performance
We determine base salary by will translate into long-term
assessing the responsibilities increases in shareowner value.
required by the position,
the experience of the individual, ANNUAL BONUS PAYMENTS
Mr. Smith's annual bonus was
tied directly to the Company's
actual profitability for 2001
compared to targeted
profitability. We believe his
performance and influence
are best measured by the
Company's profitability
and performance goals. In 2001,
his incentive compensation
$143,454, represented
approximately 47% of his
total cash compensation.
During the five-year period
from January 1, 1997 to
December 31, 2001, William G.
Smith, Jr. was entitled to
receive 22,500 shares of
INCENTIVE PLAN common stock as a restricted
The Company maintains an stock award under the
Associate Incentive Plan. Associate Incentive Plan. The
Under this plan, Mr. Smith is award vested in five 4,500-
eligible to earn common stock. share increments as the
Actual grants are determined Company's stock met certain
by the Board of Directors price thresholds. On December
based on the achievement of 19, 1997, Mr. Smith was
short-term and long-term granted 18,000 shares of
performance goals. These common stock in accordance
goals are set by the Board of with the provisions of this
Directors with reference to award. On that date, the
several performance factors. closing price of the common
The factors are generally stock was $26.83 per share.
based on financial On February 28, 1998, Mr.
performance, including Smith received the remaining
earnings, operating 4,500 shares subject to this
efficiency, asset quality and award. On that date, the
growth. closing price of the common
stock was $29.25 per share.
Specific targets and Mr. Smith has satisfied all
weightings used for the conditions for receiving
establishing short-term and these shares.
long-term performance goals
are subject to change at the On January 1, 2002, Mr. Smith
beginning of each measurement and the Company entered into
period, and are influenced by an agreement under which Mr.
the Board of Directors' desire Smith will be eligible to
to emphasize performance in receive Company stock options
certain areas. In addition to based on the compound growth
stock earned in 2001, the rate of the Company's earnings
Company provided a cash bonus per share over a three year
equal to 31% of the value of period. Under this agreement,
stock as a partial offset to any stock options received by
the tax liability incurred by Mr. Smith will vest at a rate
Mr. Smith. of one-third per year for each
of the three years after the
For achieving short-term date of grant.
performance goals for 2001,
Mr. Smith received a payout of SUMMARY
738 shares under the Associate We believe that the policies
Incentive Plan, with a fair and programs described in this
market value of $24.23 per report link pay and
share as of December 31, 2001. performance and serve the best
The opportunity at maximum interests of shareowners. We
performance was 1,136 shares. frequently review the various
Except as discussed below, pay plans and policies and
Mr. Smith was not eligible to modify them as we deem
earn CCBG shares for achieving necessary to continue to meet
any long-term performance goals. the Company's business objectives
and philosophy.
Members of the Committee during 2001:
Cader B. Cox, III
John K. Humphress
Lina S. Knox
John R. Lewis
John B. Wight, Jr.1
1 Mr. Wight reached the age of 72 in 2001 and resigned from the
Board of Directors at the end of 2001 in accordance with
Company policy.
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SHARE OWNERSHIP
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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 2001
and written representations from some of its officers and
directors, the Company believes that each required Section 16(a)
report for 2001 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 6, 2002, 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
Beneficially of
Owned (1) Outstandin
g Shares
Owned
Robert H. Smith(2) 2,001,164(3) 18.83%
Post Office Box 11248
Tallahassee, Florida 32302
William G. Smith, Jr.(2) 2,147,254(4) 20.20%
Post Office Box 11248
Tallahassee, Florida 32302
John B. Wight, Jr. 635,900(5) 5.98%
Post Office Box 58
Cairo, Georgia 31728
DuBose Ausley 520,776(6) 4.90%
Thomas A. Barron 217,110(7) 2.04%
Cader B. Cox, III 251,373(8) 2.37%
J. Kimbrough Davis 36,894(9) *
John K. Humphress 360,724(10) 3.39%
Lina S. Knox(2) 69,225(11) *
John R. Lewis 5,063 *
All Directors and Executive 3,608,419 33.95%
Officers as a Group (8 Persons)
*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.
(3) Includes (i) 63,972 shares in accounts for his children for
which Mr. Smith is Custodian; (ii) 361,202 shares held in
certain trusts under which Mr. Smith shares voting and
investment power as a co-trustee; and (iii) 368,322 shares held
by a partnership under which Mr. Smith shares voting and
investment power. Of the shares beneficially owned by Robert
H. Smith, 729,524 shares are also beneficially owned by William
G. Smith, Jr.
(4) Includes (i) 24,991 shares in an account for his son for
which Mr. Smith is Custodian; (ii) 361,202 shares held in
certain trusts under which Mr. Smith shares voting and
investment power as a co-trustee; (iii) 368,322 shares held by
a partnership under which Mr. Smith shares voting and
investment power; and (iv) 21,874 shares owned by Mr. Smith's
wife, of which he disclaims beneficial ownership. Of the
shares beneficially owned by William G. Smith, Jr., 729,524
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) 48,542 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 242,150 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) 12,507 shares owned jointly
by Mr. Davis and his wife; and (iii) 3,266 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 242,150 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 2001, 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 2001, the
Company and the Company's subsidiaries paid legal fees to this
law firm of approximately $533,653.
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 2001 from the Company to SIGP
totaled approximately $69,000.
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SUMMARY COMPENSATION TABLE
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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, 2001.
Long-Term
Annual Compensation Compensation
--------------------------------------- ----------------------
Long- Term
Name and Restricted Incentive
Principal Other Annual Stock Plan
Position Year Salary Bonus Compensation(1) Awards Payouts(2)
William G. Smith, Jr. 2001 $158,000 $159,452(3) $5,543 --- ---
President and 2000 $145,000 $260,337(3) $16,576 --- $36,177
Chief Executive Officer 1999 $145,000 $223,981(3) $3,612 --- ---
Thomas A. Barron 2001 $168,000 $148,915(3) $5,461 --- ---
Treasurer 2000 $160,000 $254,857(3) $21,145 --- $50,965
1999 $160,000 $171,131(3) $3,607 --- ---
J. Kimbrough Davis 2001 $150,000 $59,460(3) $3,320 --- ---
Executive Vice 2000 $135,000 $82,062(3) $8,569 --- $18,113
President and 1999 $125,000 $61,396(3) $1,846 --- ---
Chief Financial
Officer
(1) Consists of cash bonuses paid as a tax supplement to
participants in the 1996 Associate Incentive Plan.
(2) Consists of the dollar value of all payouts made for long-
term performance awards earned under the 1996 Associate
Incentive Plan.
(3) Includes cash bonuses and the dollar value of short-term
incentive stock awards.
- -----------------------------------------------
INCENTIVE COMPENSATION AND STOCK PURCHASE PLANS
- -----------------------------------------------
1996 ASSOCIATE INCENTIVE PLAN number of performance share
units to be awarded, if any,
The 1996 Associate Incentive to each participant who is
Plan became effective on selected to receive an award.
February 23, 1996. Awards The Board of Directors may add
under this plan may be made new participants to a
until December 31, 2005. performance share program
Under the plan, key associates after its commencement by
of the Company who have been making pro rata grants. At
selected as participants are the completion of a
eligible to receive awards of performance share program, or
equity-based incentive at other times as specified by
compensation, including stock the Board of Directors, the
options, stock appreciation Board of Directors will
rights, restricted stock calculate the number of shares
awards, performance share earned by multiplying the
units and phantom stock, and number of performance share
combinations of these units granted to the
incentives. The aggregate participant by a performance
number of shares of common factor representing the
stock subject to awards under attainment of the performance
the plan may not exceed goals.
750,000. The plan is
administered by the Board of 1995 ASSOCIATE STOCK PURCHASE
Directors which has the PLAN
authority under the plan to
establish, adopt and revise The 1995 Associate Stock
plan rules and regulations and Purchase Plan became effective
to make all determinations on March 20, 1995. Up to
relating to the plan. 450,000 shares of common stock
may be purchased under the
The plan authorizes the 1995 Purchase Plan. The
establishment of long-term purpose of the plan is to
performance share programs to provide associates of the
be effective over designated Company and its subsidiaries
award periods of not less than with an opportunity to
one year nor more than five purchase common stock of the
years. At the beginning of Company through accumulated
each award period, the Board payroll deductions or other
of Directors establishes contributions. The plan is
performance goals. intended to qualify as an
Performance goals may include "Employee Stock Purchase Plan"
financial or other measures of under Section 423 of the
corporate performance and may Internal Revenue Code of 1986.
be determined on an individual Under the terms of the plan,
basis or by categories of the common stock purchased by
participants. The Board of participants is purchased
Directors has the directly from the Company.
discretionary authority to The plan provides that common
adjust performance goals or stock may be purchased at a
performance measurement discount, not to exceed 15
standards as it deems percent, which is to be fixed
equitable in recognition of by the Board of Directors.
extraordinary or non-recurring
events experienced during an In fiscal year 2001, 15,004
award period. The Board of shares of common stock were
Directors determines the purchased under the plan. The
Board of Directors has the
right to amend or terminate the
plan at any time. However, no
amendment or termination may
adversely affect purchase rights
previously granted, unless the
Board of Directors determines that
the termination of the plan is
in the best interests of the
Company and its shareowners.
In this situation, the Board of
Directors may terminate an offering
period under the plan on the
last day of the offering period
even though it may adversely
affect purchase rights.
- ----------------
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 1955
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
150,000 33,300 66,600 99,900
200,000 44,700 89,400 134,100
250,000 44,700 89,400 134,100
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 Company's
retirement plan also provides pre-retirement disability and death
benefits. For 2002, the maximum annual compensation recognized
for benefit purposes is $200,000, and the maximum annual benefit
permitted under IRS regulations is $160,000.
As of December 31, 2001, 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 $494,997 27
William G. Smith, Jr. $484,734 23
J. Kimbrough Davis $258,775 20
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.
SUPPLEMENTAL EMPLOYEE 401(K) PROFIT SHARING PLAN
RETIREMENT PLAN
On October 1, 1997, the
Effective January 1, 1996, the Company adopted a 401(k) plan.
Board of Directors of the The purpose of the 401(k) plan
Company implemented a is to serve as a supplementary
supplemental employee retirement plan for employees
retirement plan covering who are eligible to
William G. Smith, Jr. and participate. It is primarily
Thomas A. Barron. In 2001, intended to provide a
the Board extended the convenient program of regular
coverage of this plan to savings and investment for
J. Kimbrough Davis. This plan eligible employees. The
is designed to restore a 401(k) plan is presently
portion of the benefits administered by the Retirement
Messrs. Smith, Barron and Committee of the Company.
Davis would otherwise receive Capital City Trust Company, an
under the Retirement Plan if indirect wholly-owned
these benefits were not subsidiary of the Company,
limited by the tax laws. serves as trustee of the trust
Participants under the fund into which funds
Retirement Plan receive contributed under the 401(k)
benefits determined by a plan and the earnings under
formula that is based on the 401(k) plan are held. One
average monthly compensation. investment option provided by
Due to the tax law the 401(k) plan is a fund of
limitations, the relative the Company's common stock.
benefits payable to Messrs. Up to 50,000 shares of common
Smith, Barron and Davis are stock may be purchased under
significantly less than those the 401(k) plan. During
of other Retirement Plan fiscal year 2001, no shares of
participants. The common stock were issued under
supplemental plan provides the 401(k) plan, but plan
additional benefits, which, participants made open market
when combined with benefits purchases in the amount of
payable under the Retirement 1,747 shares. Purchases of
Plan, approximate 60 percent the Company's common stock
of average monthly under this plan are voluntary,
compensation, which more and the Company does not
closely aligns the benefits restrict the sale of its
payable to Messrs. Smith, common stock under the 401(k)
Barron and Davis with those of plan.
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.
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, 1996 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]
- --------
AUDITORS
- --------
The Audit Committee is in the process of selecting an
independent auditor for Capital City Bank Group for the
fiscal year ending December 31, 2002. This process was not
complete as of the mailing of this Proxy Statement. For
this reason, the shareowners of Capital City Bank Group are
not being requested to ratify the selection of the Company's
auditors this year. Once the Audit Committee completes its
review, it will recommend to the Board of Directors the selection
of an independent auditor for the Company for fiscal year 2002.
The Company's current auditing firm, Arthur Andersen LLP, has
served as its independent auditors since the 1994 fiscal year.
With respect to fiscal year 2002, the independent auditor
selected for the Company 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 and other non-audit related services.
Fees billed to Capital City Bank Group by Arthur Andersen LLP
during fiscal 2001 were as follows:
Audit Fees - Audit fees billed to Capital City Bank Group by
Arthur Andersen LLP during the Company's 2001 fiscal year for
audit of the Company's annual financial statements and review
of the financial statements included in the Company's
quarterly reports on Form 10-Q totaled $180,200.
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, 2001.
All Other Fees - Other fees billed to the Company by Arthur
Andersen LLP during the Company's 2001 fiscal year totaled
$194,077. These fees include $79,100 for audit related
services and $114,977 for non-audit services. All Other Fees
consist primarily of fees for preparation of income and
property tax returns, co-sourcing of the information
technology internal audit, acquisition related filings with
the SEC and auditing of the Company's retirement plans.
The Audit Committee has determined that the non-audit services
provided by Arthur Andersen LLP during the fiscal year ended
December 31, 2001 were compatible with maintaining their independence.
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.
- -------------
ANNUAL REPORT
- -------------
The Company has filed an annual report for the fiscal
year ended December 31, 2001 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.
CAPITAL CITY BANK GROUP, INC.
217 North Monroe Street
Tallahassee, Florida 32301
PROXY FOR ANNUAL MEETING OF SHAREOWNERS
APRIL 23, 2002
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
Wednesday, March 6, 2002, at the annual meeting of its
shareowners to be held at University Center Club, Building B,
Floor 3, University Center, Florida State University,
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 SHAREHOLDERS OF
CAPITAL CITY BANK GROUP, INC.
Tuesday, April 23, 2002
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 II
directors of the Company to serve a term of three years
each, or until their successors are duly elected and qualified.
Nominees: Thomas A. Barron
Lina S. Knox
John R. Lewis
FOR [ ] WITHHOLD [ ]
INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.
- ----------------------------------------------
(2) 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 PROPOSAL 1.
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
PROPOSAL 1 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.