CCBT FINANCIAL COMPANIES, INC.
495 Station Avenue
South Yarmouth, Massachusetts 02664
(508) 394-1300
-------------------
PROXY STATEMENT
VOTING, REVOCATION AND SOLICITATION OF PROXIES
The Company
CCBT Financial Companies, Inc. (the "Company") is a bank holding company
principally conducting business through Cape Cod Bank and Trust Company, N.A.
(the "Bank").
1. Annual Meeting
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the 2002 Annual
Meeting of Stockholders of the Company to be held at the Bank's Customer Service
Center, South Yarmouth, Massachusetts, at 11 a.m. local time on Thursday, April
25, 2002, and any adjournments or postponements thereof, for the purposes set
forth in this Proxy Statement.
At the Annual Meeting, stockholders of the Company will be asked to
consider and vote upon the following matters:
1. To elect two Directors of the Company for a three-year term.
2. To elect a Clerk.
3. To transact such other business as may properly come before the
meeting and any postponements or adjournments thereof.
2. Record Date
The Company began mailing this Proxy Statement and enclosed proxy card on
or about March 25, 2002, to all stockholders entitled to vote at the Annual
Meeting. The Board of Directors of the Company fixed the close of business on
March 5, 2002, as the Record Date. Only the holders of shares of Company common
stock of record at the close of business on the Record Date will be entitled to
notice of and to vote at the Annual Meeting and any adjournments or
postponements thereof. At the Record Date, 8,621,048 shares of Company's common
stock were outstanding and entitled to vote. The presence in person or by proxy
of the holders of a majority of the issued and outstanding shares of Company
common stock entitled to vote is required to constitute a quorum at the Annual
Meeting.
1
Proxies, Voting and Revocations
Shares represented by a properly executed proxy received prior to the vote
at the Annual Meeting and not revoked will be voted at the Annual Meeting as
directed in the proxy. If a proxy is submitted and no directions are given, the
proxy will be voted for the approval and adoption of the proposals to be
considered at the Annual Meeting.
The persons named as proxies by stockholders may propose and vote for one
or more adjournments or postponements of the Annual Meeting to permit further
solicitation of proxies in favor of the proposals to be considered at the Annual
Meeting.
A holder of record of Company common stock may revoke a proxy by filing an
instrument of revocation with John S. Burnett, Clerk of the Company, 31 Workshop
Road, P.O. Box 1180, South Yarmouth, Massachusetts 02664-0180. Such stockholder
may also revoke a proxy by filing a duly executed proxy bearing a later date, or
by appearing at the Annual Meeting in person, notifying the Clerk, and voting by
ballot at the Annual Meeting. Any stockholder of record attending the Annual
Meeting may vote in person whether or not a proxy has been previously given, but
the mere presence (without notifying the Clerk) of a stockholder at the Annual
Meeting will not constitute revocation of a previously given proxy.
The presence in person or by proxy of at least a majority of the total
number of issued and outstanding shares of common stock is necessary to
constitute a quorum for the transaction of business at the Annual Meeting. A
quorum being present, a plurality of the shares of common stock voting in person
or represented by proxy at the Annual Meeting is necessary to elect each of the
nominees for Director and Clerk. Each share of the Company's common stock
entitles the stockholder to one vote.
In accordance with applicable state law, abstentions, votes withheld for
director nominees and broker non-votes (shares represented at the meeting which
are held by a broker or other nominee and as to which (i) instructions have not
been received from the beneficial owner or the person entitled to vote and (ii)
the broker or nominee does not exercise voting power) shall be treated as shares
that are present and entitled to vote for the purpose of determining whether a
quorum is present. Abstentions and broker non-votes will not be counted as
voting at the Annual Meeting and therefore will have no effect on the outcome of
Proposals One or Two.
Solicitation and Other Expenses
The Company will bear the cost of soliciting proxies from its stockholders,
including mailing costs and printing costs in connection with this Proxy
Statement. In addition to the use of the mails, proxies may be solicited by the
directors, officers and certain employees of the Company, and by personal
interview, telephone, or telegram. Such directors, officers, and employees will
not receive additional compensation for such solicitation but may be reimbursed
for reasonable out-of-pocket expenses incurred in connection therewith. The
Company may also make arrangements with brokerage houses and other custodians,
nominees and fiduciaries for the forwarding of solicitation material to the
beneficial owners of Company common stock. The Company may reimburse such
custodians, nominees, and fiduciaries for reasonable out-of-pocket expenses
incurred in connection therewith.
2
PROPOSAL ONE
ELECTION OF DIRECTORS
The terms of George D. Denmark and Daniel A. Wolf as Directors of the
Company expire in 2002. At the Annual Meeting, two persons will be elected
Directors of the Company to serve for a three-year term until the 2005 Annual
Meeting of the Stockholders, and until their successors are elected and
qualified. The Board of Directors of the Company has nominated George D. Denmark
and Daniel A. Wolf for reelection as Directors of the Company for 3-year terms.
Unless authority to do so has been repealed or limited in the proxy, it is
the intention of the persons named in the proxy to vote the shares represented
by each properly executed proxy "FOR" the election of each of the nominees named
above as Directors of the Company. The Board of Directors believes that each of
the nominees will stand for election and, if elected, will serve as a Director.
However, if any nominee fails to stand for election or is unable to accept
election, the proxies will be voted for the election of such other person or
persons as the Board of Directors may recommend.
The Board of Directors recommends that stockholders vote "FOR" the
reelection of each of the nominees proposed by management for Directors named
herein.
PROPOSAL TWO
ELECTION OF CLERK
The By-laws of the Company provide that the Clerk shall be elected at the
Annual Meeting of Stockholders. Management proposes that John S. Burnett be
reelected as Clerk of the Company.
Unless authority to do so has been repealed or limited in the proxy, it is
the intention of the persons named in the proxy to vote the shares represented
by each properly executed proxy "FOR" the election of John S. Burnett as Clerk
of the Company.
The Board of Directors recommends that stockholders vote "FOR" the
reelection of John S. Burnett as Clerk of the Company.
3
DIRECTORS
The following table sets forth, as of February 25, 2002, information
supplied by each person who is currently a Director and/or a nominee for
election as a Director of the Company with respect to such person's age,
principal occupation for the past five years and the year in which the person
began serving as a Director of the Company (or the Bank, prior to the
reorganization into the holding company structure).
NOMINEES FOR ELECTION AT THE ANNUAL MEETING FOR A 3-YEAR TERM
NAME AGE DIRECTOR SINCE PRINCIPAL OCCUPATION
- ---- --- -------------- --------------------
George D. Denmark 67 1974 Retired; former President, Denmark, Inc., New Bedford, MA
(Medical equipment firm).
Daniel A. Wolf 44 2001 President and Director, Hyannis Air Service, Inc., d/b/a Cape
Air/Nantucket Airlines; President and Director, Hyannis Air
Leasing, Inc.; Director of the Bank since 1999.
DIRECTORS WHOSE TERMS WILL EXPIRE AT THE 2003 ANNUAL MEETING
NAME AGE DIRECTOR SINCE PRINCIPAL OCCUPATION
- ---- --- -------------- --------------------
Stephen B. Lawson 60 1992 President, Chief Executive Officer of the Bank since 1992.
President, Chief Executive Officer of the Company since 1998.
William R. Enlow 54 2000 Partner, law firm of Sorling, Northrup, Hanna, Cullen and
Cochran, Ltd. (1988 - Present); Former Director Firstbank
Illinois Corp, Marine Corporation (multi-bank holding companies);
Director, Memorial Health System and Memorial Medical Center
(Springfield, Illinois); Board Member Springfield School District
186; Trustee, Illinois Teachers Retirement System.
4
DIRECTORS WHOSE TERMS WILL EXPIRE AT THE 2004 ANNUAL MEETING
NAME AGE DIRECTOR SINCE PRINCIPAL OCCUPATION
- ---- --- -------------- --------------------
John F. Aylmer 68 1982 Maritime consultant; attorney at law; Executive Director, Build
America Committee (advocacy for U. S. shipbuilding); Trustee,
Bridgewater State College Foundation; former state senator;
former president, Massachusetts Maritime Academy.
John Otis Drew 52 1982 Chairman, Board of Directors of the Bank since 1994 and of the
Company since 1998; Principal/President, John A. Drew, Realtor
(Hyannis, MA); Vice President, A. D. Makepeace Co.; President,
Parker Mills, Inc., Real Estate Holding Company; President,
Sassamon Holdings, Inc.; President, Wankinco River, Inc.;
President, Tihonet Land & Development Company, Inc.
THE BOARD OF DIRECTORS, ITS COMMITTEES, AND COMPENSATION
The following is a description of the Executive, Audit, and Compensation
Committees of the Board of Directors. The Board of Directors acts as a
nominating committee, selecting nominees for election or reelection as Directors
and Officers.
Executive Committee
The Company's Board of Directors serves as its Executive Committee. With
the exception of Mr. Enlow, they also serve, with Barrett C. Nichols, Jr., and
Joshua A. Nickerson, Jr., as the Executive Committee of the Bank, which met 21
times in 2001. The Executive Committees of the Company and the Bank are vested
with the authority of the respective Boards of Directors in most matters between
meetings of the Boards of Directors.
Audit Committee
Except for Mr. Lawson, all members of the Board of Directors serve on the
Company's Audit Committee, which met as such one time during fiscal year 2001.
Each of the members of the Audit Committee is independent as defined in the
National Association of Securities Dealers' listing standards. Mr. Aylmer chairs
the Audit Committee of the Bank, which met four times in 2001. The Audit
Committee reviews the financial statements and scope of the annual audit,
monitors internal financial and accounting controls, and recommends to the Board
of Directors of the Company the appointment of independent certified public
accountants.
The Board of Directors has adopted a written charter for the Audit
Committee, which was included as Exhibit A to the Proxy Statement filed in
connection with the 2001 Annual Meeting of Stockholders.
5
Report of the Audit Committee
The Audit Committee has reviewed and discussed the Company's audited
financial statements for the fiscal year ended December 31, 2001, with the
Company's management. The Audit Committee has discussed with Wolf & Company,
P.C., the Company's independent auditors, the matters required to be discussed
by Statement on Auditing Standards No. 61. The Audit Committee has received the
written disclosures and the letter from Wolf & Company, P.C. required by
Independence Standards Board Standard No. 1 and discussed with Wolf & Company,
P.C. its independence. Based on the review and discussions described above, the
Audit Committee recommended to the Board of Directors that the Company's audited
financial statements be included in its Annual Report on Form 10-K for the
fiscal year ended December 31, 2001.
Submitted by the Audit Committee for fiscal 2001
JOHN F. AYLMER, GEORGE D. DENMARK, JOHN OTIS DREW, WILLIAM R. ENLOW,
and DANIEL A. WOLF
Compensation Committee
The Company's Board of Directors serves as its Compensation Committee. The
Bank's Executive Committee serves as its Compensation Committee. Mr. Lawson does
not act on his own compensation.
Board of Directors
The Board of Directors of the Company held six regular and seven special
meetings during fiscal year 2001. The Board of Directors of the Bank held 14
meetings during fiscal year 2001. Compensation for Directors of the Company who
are also Directors of the Bank is $8,000 per quarter, with Mr. Drew, as
Chairman, receiving an additional $2,000 per quarter. Mr. Enlow receives $3,750
per quarter. Directors of the Bank who are not Directors of the Company receive
$6,250 per quarter. Neither the Company nor the Bank pays a separate fee to its
Directors for service on Committees, but last quarter pay can be reduced if
attendance falls to less than 90% of aggregate meetings of the Boards of
Directors and committees of which directors are members. All of the Directors of
the Company attended at least 75% of the aggregate of scheduled meetings of the
Company's Board of Directors, meetings of the Bank's Board of Directors, and the
meetings of the committees of which they are members.
At their 2001 Annual Meeting, shareholders approved the 2001 Directors'
Option Plan. Under the plan, 220,000 shares of the common stock of the Company
are available for options grants. On April 26, 2001, options to purchase 5,000
shares of common stock of the Company were awarded to each continuing or
newly-elected director of the Company who was not employed by the Company or by
the Bank (Messrs. Aylmer, Denmark, Drew, Enlow, and Wolf), and options to
purchase 2,500 shares of common stock of the Company were awarded to each
continuing or newly elected director of the Bank who was not also a director of
the Company.
On the date of each Annual Meeting beginning in 2002, options to purchase
4,000 and options to purchase 2,000 shares of the common stock of the Company
will automatically be awarded to each continuing or newly elected non-employee
director of the Company and the Bank, respectively.
6
OWNERSHIP BY MANAGEMENT AND OTHER STOCKHOLDERS
The following table sets forth certain information with respect to the number of
shares of the Company's common stock beneficially owned as of February 25, 2002,
by beneficial owners of more than 5% of the common stock, and by the Directors
and the Executive Officers.
Principal Shareholders Amount and Nature of Beneficial Ownership
- ---------------------- -----------------------------------------
Sole voting and
Investment Shared voting and Percent
Beneficial Owners power investment power (1) Total of Class
----------------- ----------- -------------------- ------- --------
Beneficial owners of more
than five percent of stock:
Trustees of the
Abel D. Makepeace Trust
Box 151, Wareham, MA 02571
Zelinda M. Douhan 6,800 595,020 (2) 60,1820 (2) 6.98%
Christopher Makepeace 47,900 784,520 (2) 832,420 (2) 9.66%
Thomas Otis, Jr. (3) 207,884 595,020 (2) 802,904 (2) 9.31%
Directors and Executive Officers
John F. Aylmer 4,882 900 5,782 0.07%
Robert T. Boon 200 8,738 8,938 0.10%
George D. Denmark 13,957 0 13,957 0.16%
John Otis Drew (4) 3,999 2,429 64,928 0.07%
William R. Enlow 2,143 200 2,343 0.03%
Stephen B. Lawson 4,000 37,086 41,086 0.48%
Robert R. Prall 3,040 12,160 15,200 0.18%
Noal D. Reid 4 8,487 8,491 0.10%
Larry K. Squire 2,552 8,891 11,443 0.13%
Daniel A. Wolf 1,412 0 1,412 0.02%
All Directors and Executive Officers as 36,189 78,891 115,080 1.33%
a group
(1) Shares shown include shares owned by their spouses, minor children, other
relatives living in their homes, or in estates or trusts in which they may
be deemed to have beneficial ownership but for which they disclaim such
beneficial ownership. Shares shown include the interest shares of common
stock held in the Bank's Employee Stock Ownership Plan: Mr. Lawson, 1,261
shares; Mr. Reid, 987 shares; Mr. Squire, 891 shares; Mr. Boon, 738 shares;
and Mr. Prall, 160 shares. Also included are shares of common stock subject
to stock options exercisable as of February 15, 2002, or which will become
exercisable within 60 days after that date: Mr. Boon, 8,000 shares; Mr.
Lawson, 18,625 shares; Mr. Prall, 12,000 shares; Mr. Reid, 7,500 shares;
and Mr. Squire, 8,000 shares.
(2) Includes 595,020 shares held in the Abel D. Makepeace Trust.
(3) Mr. Otis is the uncle of Mr. Drew, a Director.
(4) Mr. Drew is a beneficiary of the Abel D. Makepeace Trust but disavows any
voting or investment power over shares of the Company stock held by the
Trust.
7
EXECUTIVE COMPENSATION
Executive officers of the Company currently receive no compensation in their
capacities as executive officers of the Company but are compensated as employees
of the Bank.
I. Summary Compensation Table
The following table sets forth information concerning the compensation for
services rendered in all capacities during the three fiscal years through 2001
earned by the President and Chief Executive Officer, and the other most highly
compensated executive officers of the Bank whose total compensation exceeded
$100,000. The President/Chief Executive Officer and the Treasurer/Chief
Financial Officer are also officers of the Company.
Long Term
Compensation
Annual Compensation Awards
------------------- ------
Other Securities
Compen- Underlying
Name and Principal Position Year Salary ($) Bonus ($) sation ($) (1) Options (#)
- --------------------------- ---- ---------- --------- ------------- -----------
Stephen B. Lawson 2001 $340,000 $64,600 $19,181 12,500
President/ 2000 299,964 100,000 18,119 7,500
Chief Executive Officer 1999 249,388 49,878 18,119 8,000
Robert T. Boon 2001 140,010 49,004 19,181 11,000
Executive Vice President 2000 125,667 35,000 17,158 5,000
Personal Financial Services 1999 118,040 27,149 14,692 5,000
Robert R. Prall 2001 141,539 49,349 19,181 8,000
Executive Vice President 2000 127,121 51,000 16,138 4,000
Business Banking 1999 117,938 17,402 14,630 5,000
Noal D. Reid (2) 2001 125,008 826,709 19,181 9,000
Treasurer/ 2000 120,744 315,536 18,119 4,000
Chief Financial Officer 1999 114,972 256,164 18,119 4,000
Larry K. Squire 2001 130,000 32,500 19,181 8,000
Executive Vice President 2000 119,574 35,492 16,159 4,000
Banking Services 1999 114,972 20,120 14,075 5,000
(1) The Bank maintains a Profit Sharing Retirement Plan covering substantially
all employees following two years of service. Each year, the Bank
contributes an amount equal to 8% of each participant's base compensation
plus and amount equal to 4.3% of base compensation over one-half the social
security wage base.
(2) Mr. Reid's bonus, as approved by the Bank's Executive Committee, is a
percentage of the Bank's earnings from its leveraged portfolios managed by
Mr. Reid.
Executive Officers also receive group insurance benefits available generally to
all employees and other personal benefits not in excess of 10% of cash
compensation.
8
II. Stock Options Granted in Fiscal 2001
The following table sets forth information concerning individual grants
of stock options made during 2001 to each executive officer of the Company
and/or the Bank listed below. The value of the options granted was calculated
using the Black-Scholes pricing model. No stock appreciation rights were granted
to these individuals during 2001.
Number of Percentage of
Securities Total Options
Underlying Granted to Exercise Present Value
Options Employees in Price Per Expiration of Options at
Granted(1) 2001 Share Date Grant Date
--------------- ------------------- ----------------- --------------- -------------------
Stephen B. Lawson 12,500 10.5% $24.80 12/6/2011 $74,875
Robert T. Boon 11,000 9.2% $24.80 12/6/2011 $65,890
Robert R. Prall 8,000 6.7% $24.80 12/6/2011 $47,920
Noal D. Reid 9,000 7.5% $24.80 12/6/2011 $53,910
Larry K. Squire 8,000 6.7% $24.80 12/6/2011 $47,920
(1) One-fourth of these options become exercisable on December 6 of each year
beginning in 2002 and ending in 2005.
III. Option Exercises and Year-End Value Table
The following table sets forth information concerning the number of
options exercised during 2001 by each executive officer of the Company and/or
the Bank, the number of exercisable options and unexercisable options they held
at December 31, 2001, and the value of unexercised in-the-money options they
held as of such date.
Number of Shares Underlying Value of Unexercised In
Shares Unexercised Stock Options the Money Stock Options as
Acquired on Value as of year-end of year-end(1)
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- --------------------------------------------------------------------------------------------------------------------
Stephen B. Lawson -0- -0- 16,375/23,625 $115,356/$66,456
Robert T. Boon -0- -0- 7,250/17,750 $50,756/$41,456
Robert R. Prall -0- -0- 10,500/14,500 $74,081/$38,681
Noal D. Reid 4,000 61,060(2) 6,000/15,000 $28,913/$34,413
Larry K. Squire 4,000 66,060(3) 6,500/14,500 $33,181/$38,681
(1) Based on closing price of $23.60 per share on December 31, 2001.
(2) Cashless exercise at strike price of $13.375 and market price of $28.64 per
share, August 15, 2001.
(3) Cashless exercise at strike price of $13.375 and market price of $29.89 per
share, August 1, 2001.
Change of Control Agreements
In connection with the formation of the holding company structure, the Bank
and the Company entered into amended and restated Change in Control Agreements
with Messrs. Lawson, Reid, and Squire (each, a "Key Executive"), effective
February 11, 1999, to include the Company as a party to such agreements and to
amend the definition of change in control to conform to the definitions included
in the Federal Securities Laws. On June 15, 2000, and April 1, 2001, the bank
entered into similar agreements with Robert R. Prall and Robert T. Boon (also
"Key Executives"), respectively.
9
Under the terms of the amended and restated Change in Control Agreements,
each Key Executive is entitled to receive his base salary (offset by any
compensation from a new employer) for a certain period of time if, after a
change of control of the Company or the Bank has occurred, the Key Executive's
employment is terminated other than for cause (as defined in the Change in
Control Agreement), or the Key Executive terminates his employment following:
(i) his demotion; (ii) a reduction in base salary; (iii) exclusion from any
incentive program for which the Key Executive was previously eligible or in
which other executives with comparable duties participate; or (iv) a change in
location of the Key Executive's principal place of employment by more than 50
miles. In general, a Change in Control under the agreements occurs (i) upon a
Change in Control of either the Company or the Bank as defined under the
Securities Exchange Act of 1934 or (ii) under the Change in Bank Control Act;
(iii) if any person becomes the direct or indirect beneficial owner of 50% or
more of any class of securities of the Company; (iv) individuals who constitute
the Board of Directors of the Company on February 11, 1999, (June 15, 2000, in
Mr. Prall's agreement, and April 1, 2001, in Mr. Boon's agreement) cease to
constitute the majority thereof (with certain exceptions); (v) a merger or the
sale of substantially all the assets of the Company, in which the Company is not
the resulting entity; or (vi) a proxy contest by a stockholder to force a
transaction in which the stock of the Company is exchanged for or converted into
cash, property or securities not issued by the Company. The benefits under the
Change in Control Agreements continue for a period of 24 months for Messrs.
Boon, Prall, Reid, and Squire and 36 months for Mr. Lawson. The benefits under
these agreements only become payable following termination after a Change in
Control (as defined in the agreements); the Change in Control Agreements do not
serve as employment agreements.
Compensation Committee Report on Executive Compensation
The Board of Directors of the Company serves as the Company's Compensation
Committee. They review and approve compensation levels for the Company's
executive officers and oversee and administer the Company's executive
compensation programs. The Company currently pays no compensation to any of its
officers because those officers are compensated as officers of the Bank.
The Bank's Executive Committee reviews and approves compensation levels for
the Bank's executive officers and oversees and administers the Bank's executive
compensation programs.
The Bank endeavors to pay competitive base salaries to its employees and
subscribes to various surveys of the compensation paid for various positions by
other banks of similar size in order to determine appropriate salary levels. In
addition, the Bank has a Profit Incentive Plan for the payment of bonuses to
reward above-average performance. Profit Incentive Plan bonuses are based on a
combination of Bank financial performance compared to its peers, the attainment
of departmental goals, and individual performance. The Chief Financial Officer's
annual bonus, as approved by the Bank's Executive Committee, is a percentage of
the Bank's earnings from its leveraged portfolios managed by him.
The Executive Committee of the Bank's Board of Directors sets Stephen B.
Lawson's salary. The Committee reviews Mr. Lawson's performance annually and
adjusts his compensation based on the Bank's performance and a comparison of
salaries paid to chief executive officers by other banks of similar size. In
2001, the Committee also worked with a compensation consultant in their review
of Mr. Lawson's compensation. Based on their review, Mr. Lawson's base salary in
2001 was set at $340,000. Under the terms of the Profit Incentive Plan described
above, Mr. Lawson was also awarded a bonus of $64,600 in recognition of the
performance of the Bank relative to its peers. Mr. Lawson does not vote on his
own compensation.
Salaries of the Bank's other executive officers for 2001 were
determined in a similar manner.
Submitted by the Compensation Committee for fiscal 2001
JOHN F. AYLMER, GEORGE D. DENMARK, JOHN OTIS. DREW, WILLIAM R. ENLOW,
STEPHEN B. LAWSON, and DANIEL A. WOLF
Compensation Committee Interlocks and Insider Participation
Stephen B. Lawson is President and Chief Executive Officer of the Company
and of the Bank. Mr. Lawson is a member of the Board of Directors of the
Company, which serves as the Company's Compensation Committee, but Mr. Lawson
does not act upon his own compensation.
10
RELATIONSHIPS AND TRANSACTIONS WITH THE COMPANY
Certain Directors and Officers of the Company and the Bank and members of
their immediate family are at present, as in the past, customers of the Bank and
have transactions with the Bank in the ordinary course of business. In addition,
certain of the Directors are at present, as in the past, also directors,
officers or stockholders of corporations or members of partnerships that are
customers of the Bank and have transactions with the Bank in the ordinary course
of business. Such transactions for the Directors and Officers of the Company and
the Bank and their families and with such corporations and partnerships were
made in the ordinary course of business, were made on substantially the same
terms, including interest rates and collateral on loans, as those prevailing at
the time for comparable transactions with other persons and did not involve more
than the normal risk of collectability or present other features unfavorable to
the Bank.
PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change
in the cumulative total stockholder return on the Company's Common Stock (or the
Bank's common stock, prior to the Reorganization), based on the market price of
the Company's (or Bank's) common stock and assuming reinvestment of dividends,
with the total return of companies within the Standard & Poor's ("S&P") 500
Stock Index and the Standard & Poor's Banks Composite Index. The calculation of
total cumulative return assumes a $100 investment in the Company's (or the
Bank's) common stock, the S&P 500 Stock Index and the S&P Banks Composite Index
on December 31, 1996.
[GRAPHIC-PERFORMANCE GRAPH ]
11
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16(a) of the Securities Exchange Act of 1934 and
Regulations of the Securities and Exchange Commission (the "SEC"), the Company's
executive officers and directors must file reports of ownership and changes in
ownership with the SEC and the Nasdaq Stock Market, Inc. and furnish the Company
with copies of all Section 16(a) reports they file. To the Company's knowledge,
based solely on review of the copies of such reports furnished to the Company,
no executive officer or director of the Company failed to file any such reports.
ACCOUNTANTS
The firm of Wolf & Company, P.C. served as the Company's independent public
accountants for the year ended December 31, 2001. It is anticipated that
representatives from Wolf & Company, P.C., will be present at the meeting and
will have an opportunity to make a statement, should they desire to do so, and
are expected to be available to respond to questions. The Company anticipates
that Wolf & Company, P.C. will be its independent public accountants for the
year ending December 31, 2002.
Audit Fees. The aggregate fees billed or to be billed by Wolf & Company,
P.C., for professional services rendered for the audit of the Company's annual
financial statements for 2001 and reviews of the financial statements included
in the Company's Forms 10-Q for 2001 are $114,000.
Financial Information Systems Design and Implementation. Wolf & Company,
P.C., performed no such services in 2001.
All other fees. Wolf & Company, P.C., billed $9,325 for assisting internal
audit personnel with a review of the asset/liability model implemented by
management of the Bank.
STOCKHOLDER PROPOSALS
Proposals of stockholders submitted pursuant to Exchange Act Rule 14a-8 and
intended to be presented at the Company's 2003 Annual Meeting of Stockholders
which is scheduled to be held on April 24, 2003, must be filed with the Clerk of
the Company prior to November 25, 2002, if such proposals are to be included in
the proxy statement for such meeting. These proposals must also comply with the
rules of the SEC governing the form and content of proposals in order to be
included in the Company's proxy statement and form of proxy. Any such proposal
should be directed to: CLERK, CCBT FINANCIAL COMPANIES, INC., 31 WORKSHOP ROAD,
P.O. BOX 1180, SOUTH YARMOUTH, MA 02664-0180.
The Company's Amended By-laws provide that any stockholder proposals
(including director nominations) intended to be presented at the Company's 2003
Annual Meeting, other than a stockholder proposal submitted pursuant to Exchange
Act Rule 14a-8 as described above, must be received in writing at the principal
executive office of the Company (495 Station Avenue, P. O. Box 1180, South
Yarmouth, MA 02664-0180) on or between the dates of December 26, 2002, and
January 25, 2003, together with all supporting documentation required by the
Company's Amended By-laws. However, if the 2003 Annual Meeting is scheduled to
be held on a date more than 30 days before April 25, 2003, or more than 60 days
after April 25, 2003, a stockholder's notice shall be timely filed if delivered
to, or received by, the Company at its principal executive office no earlier
that the close of business on the 120th day prior to the date of the scheduled
meeting and not later than the close of business on the later of (a) 90 days
prior to the date of the scheduled meeting or (b) the 10th day following the day
on which public announcement of the date of such annual meeting is first made by
the Company. Proxies solicited by the Board of Directors will confer
discretionary voting authority with respect to these proposals, subject to SEC
rules governing the exercise of this authority.
12
OTHER MATTERS
At the time of the preparation of this proxy material, the Board of
Directors of the Company does not know of any other matter to be presented for
action at the Annual Meeting. If any other matters should properly come before
the meeting, proxy holders shall have discretionary authority to vote their
shares according to their best judgment.
13
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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 240.14a-11(c) or 240.14a-12
CCBT FINANCIAL COMPANIES, 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 the appropriate box):
[ X ] No fee required
[ _ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ _ ] Fee paid previously with preliminary materials.
[ _ ]Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
CCBT FINANCIAL COMPANIES, INC.
495 Station Avenue
South Yarmouth, Massachusetts 02664
(508) 394-1300
March 25, 2002
Dear Stockholder:
You are cordially invited to attend the 2002 Annual Meeting of Stockholders (the
"Annual Meeting") of CCBT Financial Companies, Inc. (the "Company") to be held
on Thursday, April 25, 2002, at the CAPE COD BANK and TRUST COMPANY, N.A.,
Customer Service Center, 31 Workshop Road, South Yarmouth, Massachusetts, at 11
a.m., local time.
The Annual Meeting has been called for the following purposes:
1. To elect two Directors of the Company for a three-year term.
2. To elect a Clerk.
3. To transact such other business as may properly come before the meeting and
any postponements or adjournments thereof.
The Board of Directors of the Company unanimously recommends that
stockholders vote FOR approval and adoption of Proposals One and Two.
On behalf of the management and directors of the Company, I am pleased to
be able to send you the enclosed Proxy Statement, which includes information
about the Company and details about the proposals. I urge you to read these
materials carefully.
- --------------------------------------------------------------------------------
DIRECTIONS TO THE MEETING: Take Rte. 6 (Mid-Cape Highway) to exit 8 (Station
Avenue/Union Street). Proceed south on Station Avenue about 100 yards to the
traffic light at Workshop Road. Turn right on Workshop Road and right again into
the parking lot on the south side of the Bank's Customer Service Center. Coffee
and pastries will be served beginning at 10:30 a.m.
- --------------------------------------------------------------------------------
Sincerely,
/s/STEPHEN B. LAWSON
--------------------
STEPHEN B. LAWSON
President and Chief Executive Officer
REGARDLESS OF THE NUMBER OF SHARES YOU MAY OWN, IT IS IMPORTANT THAT YOUR SHARES
BE REPRESENTED AT THE ANNUAL MEETING. ACCORDINGLY, PLEASE PROMPTLY SIGN AND
RETURN YOUR PROXY CARD IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU PLAN TO
ATTEND THE ANNUAL MEETING. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN
PERSON WHETHER OR NOT YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.
CCBT FINANCIAL COMPANIES, INC.
495 Station Avenue
South Yarmouth, Massachusetts 02664
(508) 394-1300
------------------------
NOTICE OF 2002 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On April 25, 2002
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of CCBT
Financial Companies, Inc. (the "Company"), will be held on Thursday, April 25,
2002, at the CAPE COD BANK and TRUST COMPANY, N.A., Customer Service Center, 31
Workshop Road, South Yarmouth, Massachusetts at 11 a.m., local time (together
with all adjournments and postponements thereof, the "Annual Meeting") for the
following purposes:
1. To elect two Directors of the Company for a three-year term.
2. To elect a Clerk.
3. To transact such other business as may properly come before the
meeting and any postponements or adjournments thereof.
The Board of Directors of the Company has fixed the close of business on
March 5, 2002, as the record date (the "Record Date") for determination of
stockholders entitled to notice of and to vote at the Annual Meeting and any
adjournments or postponements thereof. In the event that there are not
sufficient votes to approve the foregoing proposals at the time of the Annual
Meeting, the Annual Meeting may be adjourned or postponed in order to permit
further solicitation of proxies by the Company.
The above matters are described in detail in the accompanying Proxy
Statement.
By Order of the Board of Directors,
/S/JOHN S. BURNETT
------------------
JOHN S. BURNETT
Clerk
South Yarmouth, Massachusetts
March 25, 2002
Whether or not you plan to attend the annual meeting in person, please complete
and sign the enclosed proxy and return it promptly in the enclosed envelope,
which requires no postage if mailed in the United States. If you attend the
annual meeting and desire to withdraw your proxy and vote in person, you may do
so.
================================================================================
If your shares are in a brokerage or fiduciary account, your broker or bank will
send you a voting instruction form instead of a proxy card. Please follow the
instructions on that form to tell them how to vote your shares. We encourage you
to use the telephone voting option provided with these forms. Please do not send
the voting information form to us. If you wish to attend the meeting and vote
these shares in person, you must follow the instructions on the voting
instruction form to obtain a legal proxy from your broker or bank.
================================================================================
If you receive multiple Proxy or Voting Instruction Forms in a single mailing
with this Proxy Statement and one copy of our Annual Report, your mailing may
have been "householded" to cut down on duplication. If you want more copies of
the Proxy Statement or Annual Report, please write or call John S. Burnett,
Clerk, CCBT Financial Companies, Inc., P. O. Box 1180, South Yarmouth, MA
02664-0180 (508.394.1300).