SCHEDULE 14A
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-12
COMMUNITY CENTRAL BANK CORPORATION
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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)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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COMMUNITY CENTRAL BANK CORPORATION
100 NORTH MAIN STREET
MOUNT CLEMENS, MI 48043
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 15, 2003
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of
COMMUNITY CENTRAL BANK CORPORATION will be held at the Fern Hill Country Club,
17600 Clinton River, Clinton Township, Michigan, on Tuesday, April 15, 2003, at
9:00 a.m., for the purpose of considering and voting upon the following matters:
1. ELECTION OF DIRECTORS. To elect three Class I directors for a three
year term, as detailed in the accompanying proxy statement.
2. OTHER BUSINESS. To transact such other business as may properly be
brought before the annual meeting, or any adjournments of the meeting.
Only those stockholders of record at the close of business on Tuesday,
February 25, 2003, shall be entitled to notice of and to vote at the annual
meeting or any adjournments or postponements thereof.
To ensure that your shares are represented at the annual meeting,
please take the time to vote by signing, dating and mailing the enclosed proxy
ballot which is solicited on behalf of the Corporation's Board of Directors. The
proxy will not be used if you attend and vote at the annual meeting in person.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS VERY IMPORTANT. PLEASE
ACT TODAY. WE WOULD APPRECIATE RECEIVING YOUR PROXY BALLOT BY TUESDAY, APRIL 8,
2003.
By Order of the Board of Directors,
David A. Widlak
Chairman of the Board
and Chief Executive Officer
Dated: March 17, 2003
Community Central Bank Corporation
Letter to Shareholders
Dear Shareholders:
2002 WAS OUR BEST YEAR YET. We posted double-digit growth and record-operating
results, added to our capital base and ability to grow, expanded our mortgage
subsidiary operations into new markets, and launched several initiatives aimed
squarely at enhancing shareholder value. In addition, in January 2003 we
welcomed former U.S. Representative David E. Bonior to our Board of Directors.
RECORD RESULTS. Our net income rose 11% to $1.8 million, or $0.68 per share,
from net income of $1.6 million or $0.62 per share, in 2001. We also saw
substantial growth in our balance sheet: Total assets increased 22.4% to $287.6
million from $235.0 million at the close of 2001. Growth in commercial and
residential real estate loans and commercial and industrial loans contributed to
a 32% increase in total loans to $204.0 million from $154.2 million a year ago.
Deposits also increased 4% to $200.7 million from $192.3 million at year-end
2001, with an 18% increase in non-interest bearing demand deposits.
At the year's end, non-accruing loans comprised only 0.41% of the total loan
portfolio, while our allowance for loan losses stood at 1.65% of total loans
outstanding.
NOT JUST NUMBERS. The important impact of Community Central Bank Corporation
lies behind the numbers. The $150 million in mortgage originations in 2002
represents over 1,500 homes financed by our mortgage banking subsidiary, which
translates into a housing solution for almost 6,000 people. Over the course of
the year we have more than doubled the size of Community Central Mortgage, LLC
and now operate offices in six markets: Anchorville, Dearborn, Livonia, Mount
Clemens, Port Huron and Warren, Michigan.
Our commercial loan base supported hundreds of local companies, which in turn
provided employment for thousands of employees. When you stop and think about
the effect that a small community bank has on the economy you can see how
important it is to provide local solutions to local financial challenges. We
believe that it is incumbent upon organizations such as ours to support our
community and our county during these difficult times. We accomplish this by
being an integral part of our community. We know and understand how to work with
local issues.
POSITIONING FOR GROWTH. We successfully completed a $10 million offering of
trust-preferred securities allowing for our strategy of growth and positioning
us to respond to other opportunities as they may arise. Trust-preferred
securities have the additional advantage of being non-dilutive to holders of
common stock.
FULFILLING OUR MISSION. We believe in our Corporation, individually and
collectively. One of our most important missions as a public company is to
continuously improve shareholder value. We took several major steps in 2002
toward this goal. These share-enhancement initiatives included the institution
of cash dividends, the establishment of a dividend re-investment program, and
the implementation of a stock-repurchase program.
LOOKING FORWARD. We are well positioned to maintain our momentum with capital,
products and personnel in our marketplace.
In closing we would like to thank our fellow board members, our management staff
and employees of Community Central Bank and Community Central Mortgage, LLC for
their dedication and extraordinary effort this past year. We would also like to
extend our sincere thanks to all of our shareholders for your continued trust
and support.
Sincerely,
David A. Widlak
Chairman of the Board and Chief Executive Officer
Community Central Bank Corporation
Ronald R. Reed
President and Chief Executive Officer
Community Central Bank
COMMUNITY CENTRAL BANK CORPORATION
100 NORTH MAIN STREET
MOUNT CLEMENS, MI 48043
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PROXY STATEMENT
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GENERAL INFORMATION
This proxy statement is furnished to stockholders of Community Central
Bank Corporation in connection with the solicitation of proxies by its Board of
Directors for use at the Corporation's annual meeting of stockholders and at any
and all adjournments or postponements of the meeting. The annual meeting of
stockholders is being held on Tuesday, April 15, 2003, at 9:00 a.m., at the Fern
Hill Country Club, 17600 Clinton River, Clinton Township, Michigan. These proxy
materials are first being mailed to our stockholders on or about March 17, 2003.
Community Central Bank Corporation is referred to as the "Corporation"
throughout this document.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its exercise. Unless the proxy is revoked,
the shares represented by it will be voted at the annual meeting or any
adjournment of the meeting. You may revoke your proxy before it is voted at the
annual meeting by (i) submitting a new proxy with a later date; (ii) notifying
the Corporation's Secretary at the above address that you revoke your previously
submitted proxy; or (iii) voting in person at the annual meeting.
The entire cost of soliciting proxies will be borne by the Corporation.
Proxies may be solicited by mail or telegraph, or by directors, officers, or
regular employees of the Corporation or its subsidiary, in person or by
telephone. The Corporation will reimburse brokerage houses and other custodians,
nominees and fiduciaries for their out-of-pocket expenses for forwarding
soliciting material to the beneficial owners of common stock of the Corporation.
The Board of Directors, in accordance with the bylaws of the
Corporation, has fixed the close of business on February 25, 2003, as the record
date for determining the stockholders entitled to notice of and to vote at the
annual meeting and at any and all adjournments and postponements of the meeting.
At the close of business on the record date, the Corporation had 2,679,690
shares of common stock outstanding, with each outstanding share entitled to one
vote.
A majority of the outstanding shares will constitute a quorum at the
meeting. Abstentions and broker non-votes, if any, are counted for purposes of
determining the presence or absence of a quorum for the transaction of business.
1
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table presents information regarding the beneficial
ownership of the Corporation's common stock as of February 25, 2003, the voting
record date for the annual meeting, by each of the directors and director
nominees of the Corporation whose terms of office will continue after the annual
meeting, each of the executive officers named in the summary compensation table
on page 7, and all directors and executive officers of the Corporation as a
group.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to outstanding options that are currently
exercisable or exercisable within 60 days after February 25, 2003, the voting
record date for the annual meeting, are included in the number of shares
beneficially owned by the person and are deemed outstanding for the purpose of
calculating the person's percentage ownership. These shares, however, are not
deemed outstanding for the purpose of computing the percentage ownership of any
other person. As of February 25, 2003, 2,679,690 shares of Corporation common
stock were outstanding.
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Amount
Beneficially Percent of Class
Name of Beneficial Owner Owned (1) Beneficially Owned
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Gebran S. Anton ........................................ 99,704 (2) 3.71%
David E. Bonior ........................................ 0 0.00%
Joseph Catenacci ....................................... 69,664 (3) 2.60%
Salvatore Cottone ...................................... 78,883 (2) 2.93%
Celestina Giles ........................................ 34,837 (4) 1.29%
Bobby L. Hill .......................................... 27,524 (5) 1.03%
Joseph F. Jeannette .................................... 101,133 (2) 3.76%
Dean S. Petitpren ...................................... 126,842 (2) 4.72%
Ronald R. Reed ......................................... 31,263 (6) 1.16%
Michael D. Schwartz .................................... 46,758 (7) 1.74%
David A. Widlak ........................................ 51,600 (8) 1.92%
Ray T. Colonius ........................................ 26,450 (9) 0.98%
All directors and executive officers of the
Corporation as a group (12 persons).................. 694,658 (10) 24.84%
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(1) Some or all of the common stock listed may be held jointly with, or for the
benefit of, spouses or relatives of, or various trusts established by, the
person indicated.
(2) Includes options to purchase 10,256 shares exercisable within 60 days of
February 25, 2003.
(3) Includes options to purchase 4,400 shares exercisable within 60 days of
February 25, 2003.
(4) Includes options to purchase 13,871 shares exercisable within 60 days of
February 25, 2003.
(5) Includes options to purchase 1,100 shares exercisable within 60 days of
February 25, 2003.
(6) Includes options to purchase 20,963 shares exercisable within 60 days of
February 25, 2003.
(7) Includes options to purchase 3,300 shares exercisable within 60 days of
February 25, 2003.
(8) Includes options to purchase 9,300 shares exercisable within 60 days of
February 25, 2003.
(9) Includes options to purchase 22,450 shares exercisable within 60 days of
February 25, 2003.
(10) Includes options to purchase 116,408 shares exercisable within 60 days of
February 25, 2003.
Based solely on our review of copies of reports filed pursuant to
Section 16(a) of the Securities Exchange Act of 1934, as amended, or written
representations from persons required to file such reports, we believe that all
filings required to be made were timely made in accordance with the requirements
of the Securities Exchange Act of 1934.
2
The table below shows the beneficial ownership of the Corporation's
common stock by each person who was known by the Corporation to own beneficially
more than 5% of the Corporation's common stock as of February 25, 2003. To the
best of the Corporation's knowledge, no other person owns more than 5% of the
Corporation's outstanding common stock.
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Name and Address Shares Percent of
of Beneficial Owner Beneficially Owned Common Stock
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Tontine Financial Partners, L.P. 156,400 5.9%
Tontine Management, L.L.C.
Jeffrey L. Gendell
55 Railroad Avenue, 3rd Floor
Greenwich, CT 06830
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(1) Based on information in a Schedule 13D, dated January 9, 2003, filed by
Tontine Financial Partners, L.P. ("TFP"), a Delaware limited partnership,
Tontine Management, L.L.C. ("TM"), a Delaware limited liability company
which is the general partner of TFP, and Jeffrey L. Gendell, who is the
managing partner of TM. TFP, TM and Mr. Gendell have reported shared voting
and shared dispositive power over all of the reported shares.
ELECTION OF DIRECTORS
GENERAL
The Corporation's articles of incorporation and bylaws provide that the
number of directors, as determined from time to time by the Board of Directors,
shall be no less than six and no more than 15. The Board of Directors has
presently fixed the number of directors at 11. The articles of incorporation and
bylaws further provide that the directors shall be divided into three classes,
Class I, Class II and Class III, with each class serving a staggered three year
term and with the number of directors in each class being as nearly equal as
possible.
The Board of Directors has nominated Joseph Catenacci, Celestina Giles
and David A. Widlak, as Class I directors for three year terms expiring at the
Corporation's 2006 annual meeting of stockholders, and upon election and
qualification of their successors. Each of the nominees is presently a Class I
director of the Corporation whose term expires at the April 15, 2003 annual
meeting of stockholders. The affirmative vote of a plurality of the votes cast
is required for the nominees to be elected. This means that the nominees with
the most affirmative votes are elected to fill the available seats. Accordingly,
votes withheld and broker non-votes have no effect on the election of directors.
The other members of the Board, who are Class II and Class III
directors, will continue in office in accordance with their previous elections
until the expiration of their terms at the Corporation's 2004 or 2005 annual
meetings of stockholders. See "Information About Directors and Nominees as
Directors" below.
It is the intention of the persons named in the enclosed proxy to vote
the proxy for the election of the three nominees. The proposed nominees for
election as directors are willing to be elected and serve; but in the event that
any nominee at the time of election is unable to serve or is otherwise
unavailable for election, the Board of Directors may select a substitute
nominee, and in that event the persons named in the enclosed proxy intend to
vote the proxy for the person so selected. If a substitute nominee is not
selected, the proxy will be voted for the election of the remaining nominees.
3
INFORMATION ABOUT DIRECTORS AND NOMINEES AS DIRECTORS
The following table shows certain information about the directors of
the Corporation. The directors listed are those whose term of office will
continue after the annual meeting, as well as those persons who have been
nominated for election as a director. All of the directors listed are also
directors of the Corporation's principal operating subsidiary, Community Central
Bank, which is referred to in this document as the Bank.
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Has Served
as a Director Year When Term
Name, Age, Principal Occupation Since of Office Expires
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Gebran S. Anton, 70 ............................................................ 1996 2005
Co-owner; Anton, Zorn & Associates (Commercial & Industrial
Real Estate Brokerage)
President; Gebran Anton Development Co. (Real Estate Development)
David E. Bonior, 57 ............................................................ 2003 2006
Retired U.S. Congressman; U.S. Government, 1977 - 2003
Joseph Catenacci, 67 ........................................................... 1996 2006
Chief Operating Officer; John Carlo, Inc. (Highway and Heavy
Construction)
Salvatore Cottone, 62 .......................................................... 1996 2004
President; Resco, Inc. (Real Estate Development)
Celestina Giles, 55 ............................................................ 1996 2006
Retired Executive Secretary, Community Central Bank, 1996 - 2002
Bobby L. Hill, 70 .............................................................. 1996 2004
County Commissioner; Macomb County Board of Commissioners
Joseph F. Jeannette, 58 ........................................................ 1996 2005
Assistant Director; Utica Community Schools
Dean S. Petitpren, 60 .......................................................... 1996 2004
President; Petitpren, Inc. (Beer Distribution)
Ronald R. Reed, 56 ............................................................. 2000 2004
President and CEO of the Bank
Vice Chairman of Community Central Bank Corporation
Michael D. Schwartz, 73 ........................................................ 2001 2005
Vice President; Five Star Land Company (Real Estate
Investment) 2001 - present
Retired Circuit Court Judge Macomb County, 1986 - 2000
David A. Widlak, 54 ............................................................ 1999 2006
Chairman of the Board and Chief Executive Officer
of the Corporation, 2000 - present
Investor / Consultant
In addition to serving as a member of the Board of Directors, Mr. Widlak serves
as Chairman of the Corporation, Mr. Reed serves as Vice-Chairman of the
Corporation, Mr. Cottone serves as Chairman of the Board of the Bank and Mr.
Petitpren serves as President of the Corporation. Each of the directors has held
the principal occupation listed in the table above for at least the past five
years except as specifically indicated otherwise.
4
BOARD OF DIRECTORS MEETINGS AND COMMITTEES; DIRECTOR COMPENSATION
The Corporation has standing Audit and Compensation Committees of the
Board of Directors. The entire Board of Directors serves as the Corporation's
Nominating Committee.
The members of the Audit Committee consist of Salvatore Cottone
(Chairman), Bobby L. Hill, Joseph F. Jeannette and Michael D. Schwartz. Each of
the members of the Audit Committee is independent as that term currently is
defined under the The Nasdaq Stock Market Rules. The Audit Committee's
responsibilities include selecting, terminating or reappointing the
Corporation's independent auditors, reviewing the scope of proposed audits and
the procedures to be used, and the results of the audits, reviewing the adequacy
and effectiveness of accounting and financial controls, and reviewing the
internal auditing function and the financial statements of the Corporation.
The members of the Compensation Committee consist of Dean S. Petitpren
(Chairman), Joseph Catenacci and Joseph F. Jeannette. The Compensation
Committee's responsibilities include considering and recommending to the Board
of Directors any changes in compensation and benefits for officers of the
Corporation. The Compensation Committee is also responsible for administering
the option plans and benefit plans of the Corporation.
The Nominating Committee is responsible for reviewing and making
recommendations to the Board of Directors as to its size and composition and
recommending to the Board of Directors candidates for election as directors at
the annual meetings, and filling any vacancies that may occur between annual
meetings. The Nominating Committee will consider as potential nominees persons
recommended by stockholders. Recommendations should be submitted to the
Nominating Committee in care of Lisa M. Medlock, Secretary of the Corporation.
Each recommendation should include a personal biography of the suggested
nominee, an indication of the background or experience that qualifies such
person for consideration, and a statement that such person has agreed to serve
if nominated and elected. Stockholders who themselves wish to nominate a person
for election to the Board of Directors, as contrasted with recommending a
potential nominee to the Board for its consideration, are required to comply
with the advance notice and other requirements detailed in the Corporation's
articles of incorporation.
During the year ended December 31, 2002, there were a total of ten
meetings of the Board of Directors of the Corporation. Each director attended at
least 75% of the total number of meetings of the Board of Directors and
committees of the Board on which the director served that were held in 2002
during the period that the director served. There were five meetings of the
Audit Committee and five meetings of the Compensation Committee during 2002.
Each member of the Board of Directors receives $1,500 per month, in
aggregate, for services as a director of the Corporation and the Bank. In
addition, Messrs. Salvatore Cottone, Bobby L. Hill, Ronald R. Reed and David A.
Widlak receive $500 a month for serving as members of the Management Committee
of Community Central Mortgage Company, LLC, the Corporation's mortgage company
subsidiary.
Under the Corporation's 2002 Incentive Plan, which was approved by the
Stockholders at the Corporation's annual meeting held in April 2002, each
director is awarded 300 shares of common stock of the Corporation annually. The
awards are made each year, on the first business day of the month following the
annual meeting of stockholders, from 2002 through 2010, during the period that
the director serves on the Board. This plan provides for awards to be made with
respect to a maximum of 130,000 shares of common stock of the Corporation, of
which up to 40,000 shares are available for awards to directors and the
remainder are to be available for awards to employees.
5
REPORT OF THE AUDIT COMMITTEE
The following Audit Committee Report does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Corporation filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent the Corporation specifically
incorporates this report by reference.
The members of the Audit Committee consist of Salvatore Cottone, Bobby
L. Hill, Joseph F. Jeannette and Michael D. Schwartz. Each of the members of the
Audit Committee is independent as that term currently is defined under the The
Nasdaq Stock Market Rules. The Audit Committee's responsibilities include
selecting, terminating or reappointing the Corporation's independent auditors,
reviewing the scope of proposed audits and the procedures to be used, and the
results of the audits, reviewing the adequacy and effectiveness of accounting
and financial controls, and reviewing the internal auditing function and the
financial statements of the Corporation.
The Audit Committee operates under a written charter adopted by the
Board of Directors. The complete text of the charter was attached to the
Corporation's 2002 Proxy Statement which is filed with the SEC.
Management has the primary responsibility for the financial statements
and the reporting process, including the Corporation's systems of internal
controls. In fulfilling its oversight responsibilities, the Audit Committee
reviewed the audited financial statements for the year ended December 31, 2002
with management, including a discussion of the quality and the acceptability of
the Corporation's financial reporting and controls.
The Audit Committee reviewed with the independent auditors, Plante &
Moran, PLLC, who are responsible for expressing an opinion on the conformity of
those audited financial statements with generally accepted accounting
principles, their judgments as to the quality and the acceptability of the
Corporation's financial reporting and such other matters as are required to be
discussed with the Audit Committee under generally accepted auditing standards,
including the matters required to be discussed pursuant to Statement on Auditing
Standards No. 61 and No. 90 (Communications with Audit Committees). In addition,
the Audit Committee has discussed with Plante & Moran PLLC the auditors'
independence from management and the Corporation, including the matters in the
auditors' written disclosures required by the Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees). The Audit
Committee has considered the compatibility of the providing of non-audit
services with maintaining the auditors' independence.
The Audit Committee also discussed with the Corporation's internal and
independent auditors the overall scope and plans for their respective audits.
The Audit Committee meets periodically with the internal and independent
auditors, with and without management present, to discuss the results of their
examinations, their evaluations of the Corporation's internal controls, and the
overall quality of the Corporation's financial reporting.
The Company's Chief Executive Officer and Chief Financial Officer also
reviewed with the Audit Committee the certifications that each such officer will
file with the SEC pursuant to the SEC's order dated June 27, 2002 requiring the
filing of sworn statements and the requirements of Sections 302 and 906 of the
Sarbanes-Oxley Act of 2002. Management also reviewed with the Audit Committee
the policies and procedures it has adopted to ensure the accuracy of such
certifications.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Annual Report on Form 10-KSB for the year ended
December 31, 2002 for filing with the Securities and Exchange Commission.
6
The Audit Committee also evaluated and recommended to the Board the appointment
of Plante & Moran, PLLC as the Corporation's independent auditors for 2003.
Audit Committee
Salvatore Cottone
Bobby L. Hill
Joseph F. Jeannette
Michael D. Schwartz
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth summary information concerning
compensation awarded to, earned by or paid to the named executives for services
rendered by each of them in all capacities with the Corporation and Community
Central Bank. No other executive officer received aggregate compensation, which
includes salary and bonus, exceeding $100,000, for services rendered in 2002.
Each of the named executives received perquisites and other personal benefits in
addition to his salary and bonus during the periods stated; however, the
aggregate amount of these perquisites and other personal benefits did not exceed
the lesser of $50,000 or 10% of his or her respective total annual salary and
bonus and, therefore, this information has been omitted as permitted by the
rules of the SEC.
Annual Compensation Long Term
--------------------------------- Compensation
Name and --------------
Principal All Other
Position Year Salary(1) Bonus Options Compensation(2)
-------- ---- --------- ----- ------- ---------------
David A. Widlak, 2002 $72,322 $40,000 $12,000 $ 0
Chairman of the Board 2001 15,000 40,000 0 0
and CEO of the Corporation 2000 12,000 15,000 0 0
Ronald R. Reed, 2002 $170,070 $35,000 12,000 $5,596
President and CEO of the 2001 144,615 25,000 20,000 644
Bank and Vice-Chairman 2000 38,462 15,000 8,271 0
of the Corporation
Ray T. Colonius, 2002 $108,596 $30,000 5,000 $4,158
Treasurer of the Corporation 2001 90,946 20,000 20,000 2,728
and Sr. VP & CFO of the Bank 2000 78,846 20,000 9,930 923
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(1) Includes director fees paid to Mr. Widlak and Mr. Reed for each of the
periods reported. Mr. Widlak's salary amount for 2001 and 2000 consisted
solely of director fees.
(2) These amounts represent contributions made by the Bank to the 401(k) plan
account of the named executive officer.
7
OPTIONS GRANTED IN 2002
The following table provides information on options granted to the
named executive officers during the year ended December 31, 2002. No stock
appreciation rights have been granted by the Corporation.
Individual Grants
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Number of % of Total
Shares Options
Underlying Granted to Exercise or
Options Employees Base Price Expiration
Name Granted in 2002 Per Share Date
- ------------------- --------- ----------- ------------ ----------
David A. Widlak 12,000 23% $8.50 05-13-2012
Ronald R. Reed 12,000 23% $8.50 05-13-2012
Ray T. Colonius 5,000 10% $8.50 05-13-2012
AGGREGATED STOCK OPTION EXERCISES IN 2002 AND YEAR END OPTION VALUES
The following table provides information on the exercise of stock
options during the year ended December 31, 2002, by the named executive
officers, and the value of unexercised options at December 31, 2002. The "Value
of Unexercised `In-the-Money Options' at 12-31-2002" is calculated by
subtracting the exercise price of the option from the fair market value of the
underlying common stock. For purposes of the following table, fair market value
is deemed to be $9.53 per share, the average of the closing high bid and low
asked prices reported by the Nasdaq National Market as of December 31, 2002. No
stock appreciation rights have been granted by the Corporation.
Value of
Number of Unexercised
Unexercised "In-the-Money"
Shares Options at Options at
Acquired on Value 12-31-2002 12-31-2002
Name Exercise Realized Exercisable / Unexercisable Exercisable / Unexercisable
- ----------------- --------- --------- --------------------------- ---------------------------
David A. Widlak --- --- 9,300 / 7,100 $14,001 / $ 8,787
Ronald R. Reed --- --- 20,963 / 19,308 $63,023 / $56,353
Ray T. Colonius --- --- 22,020 / 12,910 $71,174 / $48,686
8
CERTAIN TRANSACTIONS
The Bank has had, and expects to have in the future, loan and other
financial transactions in the ordinary course of business with the Corporation's
directors, executive officers, and principal stockholders and their associates.
All such transactions (i) were made in the ordinary course of business, (ii)
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 (iii) in the opinion of management, did not involve more
than the normal risk of collectibility, or present other unfavorable features.
As of December 31, 2002, the Bank had outstanding 22 loans to the directors and
executive officers of the Corporation, totaling approximately $5.1 million in
aggregate amount with an additional $3.3 million under commitments.
During 2002, the main office building of the Corporation and the Bank
was being leased from T.A.P. Properties, LLC, a company owned by two of the
Corporation's directors, Gebran Anton and Dean Petitpren. The lease commenced in
1996 and was for a term of 15 years. The monthly lease payments were $12,500 per
month and increased to $16,531 per month in the final five years of the lease.
The term of the lease and rent payment at the time the lease was entered into
were similar to those prevailing for comparable leases in the local market. On
January 3, 2003, the Bank purchased the main office building of the Corporation
and Bank and adjacent property known as 120 North Main Street from T.A.P.
Properties, LLC for $2,600,000. The adjacent property was purchased for further
expansion of the corporate and banking operations. The transaction was approved
by the Board of Directors of the Corporation and Bank. Additionally, the
appropriate regulatory agencies were also advised of the transaction in advance.
Management believes the transaction to be strategically beneficial and provides
current and future cost savings to the Corporation.
SELECTION OF INDEPENDENT AUDITOR
The Audit Committee of the Board of Directors has reappointed Plante &
Moran, PLLC as the Corporation's principal independent auditor for the year
ending December 31, 2003. Representatives of Plante & Moran, PLLC plan to attend
the annual meeting of Stockholders, will have the opportunity to make a
statement if they desire to do so, and will respond to appropriate questions by
stockholders.
AUDIT FEES
The aggregate fees billed to the Corporation for 2002 by the
Corporation's principal accounting firm, Plante & Moran PLLC, are as follows:
Audit Fees........................................ $115,545
Financial Information Systems Design
and Implementation Fees.......................... ----
All Other Fees.................................... 35,090
--------
Total............................................. $150,635
========
The Audit Committee has considered the compatibility of the provision
of non-audit services with maintaining the auditors' independence.
9
SHAREHOLDER PROPOSALS FOR 2004 ANNUAL MEETING
Any proposal submitted by a stockholder for the 2004 annual meeting of
stockholders should be sent to Lisa Medlock; Corporate Secretary, at 100 North
Main Street, PO Box 7, Mount Clemens, MI 48046-0007. Proposals must be received
by November 18, 2003, in order to be eligible to be included in the
Corporation's proxy statement for that meeting.
OTHER MATTERS
The Board of Directors does not know of any other matters to be brought
before the annual meeting. If other matters are presented upon which a vote may
properly be taken, it is the intention of the persons named in the proxy to vote
the proxies in accordance with their best judgment.
10
COMMUNITY CENTRAL BANK CORPORATION
100 North Main Street
Mount Clemens, MI 48043
ANNUAL MEETING OF STOCKHOLDERS - APRIL 15, 2003
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Ronald R. Reed and Dean S. Petitpren, or either
of them, with full power of substitution in each, as proxies to vote all of the
shares of common stock of Community Central Bank Corporation which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of
Community Central Bank Corporation to be held at Fern Hill Country Club, 17600
Clinton River, Clinton Township, Michigan 48036, on Tuesday, April 15, 2003, at
9:00 a.m., and at any adjournment or adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
"FOR" ALL NOMINEES, AND IN THE DISCRETION OF THE PROXY HOLDER ON ANY OTHER
MATTER THAT MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT OR
POSTPONEMENT THEREOF. SHOULD A NOMINEE BE UNABLE TO SERVE AS A DIRECTOR, AN
EVENT THAT WE DO NOT ANTICIPATE, THE PERSONS NAMED IN THIS PROXY RESERVE THE
RIGHT, IN THEIR DISCRETION, TO VOTE FOR A SUBSTITUTE NOMINEE DESIGNATED BY THE
CORPORATION.
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PLEASE VOTE, DATE, AND SIGN ON REVERSE, AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE.
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Please sign exactly as your name(s) appear(s) hereon. Joint owners should each
sign personally. Trustees and other fiduciaries should indicate the capacity in
which they sign. If a corporation or partnership, the signature should be that
of an authorized person who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ----------------------------------- --------------------------------------
- ----------------------------------- --------------------------------------
- ----------------------------------- --------------------------------------
PLEASE MARK VOTES
[X] AS IN THIS EXAMPLE
1. Election of Directors. For All With- For All
COMMUNITY CENTRAL BANK Nominees hold Except
CORPORATION (01) JOSEPH CATENACCI
(02) CELESTINA GILES [ ] [ ] [ ]
(03) DAVID A. WIDLAK
NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR
NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE
THROUGH THE NAME(S) OF THE NOMINEE(S). YOUR SHARES WILL BE
VOTED FOR THE REMAINING NOMINEE(S).
RECORD DATE SHARES: 2. In their discretion, the proxies are authorized to vote upon any
other business that may properly come before the meeting, or at any
adjournment(s) thereof.
Please be sure to sign and date this proxy card. Mark box at right if an address change or comment has [ ]
been noted on the reverse side of this card.
_____________________________________
________________________, 2003
_______________________________________________________________________________________________________________
Stockholder sign here Co-owner sign here
_______________________________________________________________________________________________________________
DETACH CARD DETACH CARD
COMMUNITY CENTRAL BANK CORPORATION
Dear Stockholder,
Please take note of the important information enclosed with this proxy card. You
are requested to vote on the election of directors as discussed in the enclosed
proxy materials. Your board of directors recommends that you vote "FOR" all of
the nominees.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign and date the card, detach it, and return your proxy vote in the
enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders, April
15, 2003.
Thank you in advance for your prompt consideration of this matter.
Sincerely,
David A. Widlak
Chairman of the Board
and Chief Executive Officer