1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CT COMMUNICATIONS, 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)(1) 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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(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.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
2
CT COMMUNICATIONS, INC.
68 Cabarrus Avenue East
Post Office Box 227
Concord, NC 28026-0227
704-722-2500
March 27, 2000
CT Communications, Inc. Logo
Dear Shareholder:
You are cordially invited to attend the Annual Meeting
of Shareholders of CT Communications, Inc. to be held at 9:00
a.m., on Thursday, April 20, 2000, at our Customer Care Center
located at 2000 Progress Place, Northeast, Concord, North
Carolina. In addition to the matters to be voted on, I will be
pleased to report on the affairs of the Company.
We look forward to greeting personally those
shareholders who are able to be present at the meeting.
However, whether or not you plan to be with us at the meeting,
it is important that your shares be represented. Accordingly,
you are requested to sign and date the enclosed proxy card and
mail it in the envelope provided at your earliest convenience.
Very truly yours,
/s/ Michael R. Coltrane
Michael R. Coltrane
President and Chief Executive Officer
3
CT COMMUNICATIONS, INC.
68 CABARRUS AVENUE, EAST
CONCORD, NORTH CAROLINA 28025
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 20, 2000
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of CT Communications, Inc. will be held
at our Customer Care Center, located at 2000 Progress Place, Northeast, Concord,
North Carolina on Thursday, April 20, 2000, at 9:00 a.m., for the following
purposes:
1. To elect three Directors to the Board of Directors for a three-year
term expiring in 2003,
2. To ratify the action of the Board of Directors in the selection of
KPMG LLP as independent public accountants to audit the books of the
Company for the current year; and
3. To transact any other business properly brought before the meeting
or any adjournment or postponement thereof.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THE TWO
PROPOSALS DESCRIBED IN THIS PROXY STATEMENT.
March 1, 2000 has been fixed as the record date for determining
shareholders entitled to notice of and to vote at the Annual Meeting. Only
holders of Common Stock of record at the close of business on that date will be
entitled to notice of and to vote at the meeting and at any adjournment or
postponement thereof.
You are cordially invited to attend the Annual Meeting. Whether or not you
plan to attend, please sign, date and return the accompanying proxy promptly, so
that your shares may be represented and voted at the Annual Meeting. A return
envelope is enclosed for your convenience.
By Order of the Board of Directors,
/s/ Barry R. Rubens
Barry R. Rubens
Secretary
March 27, 2000
4
TABLE OF CONTENTS
PAGE
----
Background Information.................................... 1
Purpose of Proxy Statement................................ 1
Business to be Transacted................................. 1
Board of Directors Recommendation for Voting on the
Proposals.............................................. 1
Who May Vote.............................................. 1
How to Vote............................................... 2
Quorum to Transact Business............................... 2
Voting of Shares via Proxy................................ 2
Revocation of Proxy....................................... 2
Vote Necessary for Action................................. 2
Duplicate Proxy Statements and Cards...................... 2
Other Business............................................ 2
Expenses of Solicitation.................................. 3
PRINCIPAL SHAREHOLDERS...................................... 3
ITEM 1: ELECTION OF DIRECTORS.............................. 4
Staggered Board of Directors.............................. 4
Compensation of Directors................................. 5
Attendance of Directors................................... 5
Committees of the Board of Directors...................... 6
MANAGEMENT OWNERSHIP OF COMMON STOCK........................ 7
EXECUTIVE COMPENSATION...................................... 8
Summary Compensation Table................................ 8
Stock Benefit Plans....................................... 8
Management Agreements..................................... 10
SERP...................................................... 10
Pension Plan.............................................. 10
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE
COMPENSATION.............................................. 11
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION............................................. 13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............. 13
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE..... 13
PERFORMANCE GRAPH........................................... 13
ITEM 2: RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS..... 14
SHAREHOLDER PROPOSALS....................................... 15
ANNUAL REPORT TO SHAREHOLDERS AND FORM 10-K................. 15
OTHER BUSINESS.............................................. 15
i
5
CT COMMUNICATIONS, INC.
68 CABARRUS AVENUE, EAST
CONCORD, NORTH CAROLINA 28025
---------------------
PROXY STATEMENT
---------------------
2000 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 20, 2000
BACKGROUND INFORMATION
The principal executive offices of CT Communications, Inc., a North
Carolina corporation, are located at 68 Cabarrus Avenue, East, Concord, North
Carolina 28025, and our telephone number is (704) 722-2500.
Effective January 28, 1999, each outstanding share of our Voting Common
Stock was converted into 4.4 shares of a newly created class of Common Stock and
each outstanding share of Class B Nonvoting Common Stock was converted into 4.0
shares of Common Stock. On July 24, 1997, our Board of Directors declared a
three-for-two stock dividend payable August 29, 1997 to holders of record on
August 1, 1997. All stock ownership and per share information in this Proxy
Statement has been restated to give retroactive effect to these events.
On February 24, 2000, our Board of Directors declared a two-for-one stock
dividend payable on April 5, 2000 to holders of record on March 15, 2000. Stock
ownership and per share information have not been adjusted to reflect this
dividend.
The term "Company" (as well as the words "we," "us" and "our") refers to CT
Communications, Inc. and its subsidiaries. References to "you" or "your" refer
to our shareholders. The term "Common Stock" means our outstanding common stock.
PURPOSE OF PROXY STATEMENT
This proxy statement contains information related to our Annual Meeting of
Shareholders to be held on April 20, 2000 at 9:00 a.m., at our Customer Care
Center, located at 2000 Progress Place, Northeast, Concord, North Carolina
28025, and any postponements or adjournments thereof. This proxy statement was
prepared under the direction of our Board of Directors to solicit your proxy for
voting at our Annual Meeting. This proxy statement and related form of proxy
have been mailed to shareholders on or about March 27, 2000.
BUSINESS TO BE TRANSACTED
At the Annual Meeting, shareholders will vote on two items:
(1) the election of Directors, and
(2) the ratification of the action of the Board of Directors in
selecting KPMG LLP as independent public accountants for 2000.
No other items are scheduled to be voted upon.
BOARD OF DIRECTORS RECOMMENDATION FOR VOTING ON THE PROPOSALS
The Board of Directors recommends a vote FOR each of the nominees for
Director and FOR the appointment of KPMG LLP as our independent certified public
accountants for 2000.
WHO MAY VOTE
Shareholders owning Common Stock as of the close of business on March 1,
2000 (the "Record Date") are entitled to vote at the Annual Meeting or any
postponement or adjournment of the meeting. Each shareholder has one vote per
share on all matters to be voted upon at the meeting.
6
HOW TO VOTE
Shareholders may vote
- In person, or
- By signing and dating the proxy card and returning it in the prepaid
envelope.
QUORUM TO TRANSACT BUSINESS
A "quorum" (to transact business) is the presence at the Annual Meeting, in
person or by proxy, of the holders of the majority of the issued and outstanding
shares of the Common Stock. As of the Record Date, 9,397,636 shares of Common
Stock were issued and outstanding, which is the only class of securities
entitled to vote at the Annual Meeting. Each share of Common Stock is entitled
to one vote. If you attend in person and indicate your presence, or mail in a
properly dated proxy card, your shares will be counted toward a quorum.
VOTING OF SHARES VIA PROXY
If you have submitted a properly executed proxy via the mail and a quorum
is established, your shares will be voted as you indicate. However, if you mail
in your proxy card and sign and date your card, but do not mark it, your shares
will be voted in favor of the election of nominated persons for Directors and in
favor of ratifying KPMG LLP as our independent public accountants for 2000. If
you sign and date your proxy card and withhold voting for any or all of the
nominated Directors (as explained on the proxy card) or abstain regarding the
ratification of KPMG LLP, your vote will be recorded as being withheld or as an
abstention, but it will have no effect on the outcome of the vote. Proxies
submitted by brokers that do not indicate a vote for some or all of the
proposals because they do not have discretionary voting authority and have not
received instructions as to how to vote on those proposals (so-called "broker
non-votes") will be counted for purposes of determining a quorum, but will not
affect the outcome of the vote.
REVOCATION OF PROXY
If you later decide to revoke or change your proxy, you may do so by
- sending a written statement to that effect to the Secretary of the
Company, or
- submitting a properly signed proxy card with a later date, or
- voting in person at the Annual Meeting.
VOTE NECESSARY FOR ACTION
Directors are elected by a plurality of the votes cast by the shares
entitled to vote at the Annual Meeting. This means that the Director nominee
with the most affirmative votes for a particular slot is elected for that slot.
The ratification of the appointment of KPMG LLP as our independent public
accountants for 2000 requires an affirmative vote of the majority of the shares
present and voting at the meeting.
DUPLICATE PROXY STATEMENTS AND CARDS
You may receive more than one proxy statement, proxy card or Annual Report.
This duplication will occur if you have shares registered in different names or
your shares are in more than one type of account maintained by First Union
National Bank, our transfer agent. To have all your shares voted, please sign
and return all proxy cards.
OTHER BUSINESS
We know of no other matters to be presented for shareholder action at the
Annual Meeting. If other matters are properly presented at the meeting, your
signed and dated proxy card gives authority to L.D.
2
7
Coltrane, III, Michael R. Coltrane and Barry R. Rubens to vote your shares in
accordance with the recommendations of the Board of Directors, unless you
appoint a substitute to vote your shares.
EXPENSES OF SOLICITATION
We pay the cost of preparing, assembling and mailing this proxy-soliciting
material. In addition to the use of the mail, proxies may be solicited
personally, or by telephone or telegraph, by our officers and employees without
additional compensation. We pay all costs of solicitation, including certain
expenses of brokers and nominees who mail proxy material to their customers or
principals.
PRINCIPAL SHAREHOLDERS
The following table lists all shareholders known to us to beneficially own
more than 5% of the outstanding shares of the Common Stock on January 15, 2000.
SHARES
BENEFICIALLY OWNED(1)
----------------------------
NAME AND ADDRESS NUMBER PERCENT OF CLASS
- ---------------- --------- ----------------
First Charter National Bank................................. 1,080,728(2) 11.52%
Trust Department
P. O. Box 228
Concord, North Carolina 28026-0228
L.D. Coltrane, III.......................................... 715,531(3) 7.63%
68 Cabarrus Avenue, East
Concord, North Carolina 28025
World Division of the General............................... 505,844 5.39%
Board of Global Ministries
of the United Methodist Church
475 Riverside Drive
15th Floor
New York, New York 10027
Estate of Mariam C. Schramm................................. 484,931 5.17%
First Charter National Bank
Trust Department
P.O. Box 228
Concord, North Carolina 28026-0228
- ---------------
(1) All shares of Common Stock listed in the table (unless otherwise noted) are
directly owned, with sole voting and investment power, by the shareholder.
We have obtained certain information included in this table from schedules
filed with the Securities and Exchange Commission pursuant to Section 13(g)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(2) First Charter National Bank holds these shares in various fiduciary
capacities. First Charter National Bank has sole voting and investment power
over 583,807 shares. First Charter National Bank has shared voting and
investment power over 496,921 shares, including the 484,931 shares shown in
the table as held by the Estate of Mariam C. Schramm, as to which First
Charter National Bank acts as co-executor.
(3) The amount shown includes 22,725 shares owned by spouse and 179,498 shares
owned by LDC Associates, L.P., as to which Mr. Coltrane shares voting and
investment power. LDC Associates, L.P. is 99% owned by a grantor trust
established by Mr. Coltrane and his wife and is 1% owned by the general
partner of LDC Associates, L.P. Mr. Coltrane and his wife together own all
of the stock of the General Partner and, therefore, share voting and
investment power over the Common Stock held by LDC Associates, L.P. Michael
R. Coltrane is the trustee and a beneficiary of the grantor trust. The
amount shown also includes the 484,931 shares of Common Stock shown in the
table as held by the Estate of Mariam C. Schramm, as to which L.D. Coltrane,
III was a co-executor with First Charter National Bank on January 15, 2000.
Effective March 3, 2000, L.D. Coltrane, III resigned as co-executor and was
replaced by Michael R. Coltrane.
3
8
------------------------
ITEM 1
ELECTION OF DIRECTORS
------------------------
STAGGERED BOARD OF DIRECTORS
Our Articles of Incorporation and Bylaws provide that the Board of
Directors will consist of at least six but not more than nine members. The exact
number of Directors is determined by the affirmative vote of at least 50% of the
members of the Board of Directors. The number of Directors is currently fixed at
nine. The directors are divided into three classes having staggered three-year
terms.
The Board has nominated for re-election the current members of the Board of
Directors whose terms expire at the Annual Meeting. It is intended that the
persons named in the accompanying form of proxy will vote to elect the three
nominees listed below unless authority to vote is withheld. The nominees will
serve until the 2003 Annual Meeting of Shareholders or until an earlier
resignation or retirement or until a successor is elected and qualifies to
serve. Our Bylaws require any Director to own directly at least five shares of
the Common Stock, and all nominees qualify under our Bylaws.
We expect that each of the nominees will be available for election.
However, if a vacancy in the slate of nominees is caused by death or other
unexpected occurrence, it is intended that shares represented by the
accompanying proxy will be voted for the election of a substitute nominee
selected by the persons named in the proxy.
Directors will be elected by a plurality of the votes cast so long as a
quorum is present at the Annual Meeting. Accordingly, votes withheld from
Director nominees and broker non-votes, if any, will not have the effect of a
"negative" vote for the election of Directors. WE RECOMMEND A VOTE FOR ALL OF
THE NOMINEES FOR ELECTION AS DIRECTORS.
Nominees for Terms Expiring in 2003
Michael R. Coltrane -- Age 53. President, Chief Executive Officer,
Director. Mr. Coltrane became a Director in 1988. Prior to joining us in 1988,
Mr. Coltrane served as Executive Vice President of First Charter National Bank
for more than six years and as Vice President of a large regional bank for more
than ten years. Mr. Coltrane is Vice Chairman of Maxcom Telecommunicaciones,
S.A. de C.V., a director of the general partner of Palmetto MobileNet, L.P., a
director of Northeast Medical Center, Vice Chairman of First Charter
Corporation, the parent company of First Charter National Bank, and Vice
Chairman of the United States Telephone Association. Mr. Coltrane is the son of
L.D. Coltrane, III.
Samuel E. Leftwich -- Age 69. Director. Mr. Leftwich became a Director in
1996. He was the Chairman of Centel Telephone Company, a subsidiary of Centel
Corporation from 1990 until 1993. He is a member of the Corporate Governance
Committee and the Compensation Committee.
Jerry H. McClellan -- Age 69. Director. Mr. McClellan became a Director in
1984. Mr. McClellan retired as Executive Vice President and General Plant
Manager in 1996. He has been with the Company since 1949. He became Executive
Vice President in 1992. He is a member of the Corporate Governance Committee.
Continuing Directors with Terms Expiring in 2002
O. Charlie Chewning, Jr. -- Age 64. Director. Mr. Chewning became a
Director in 1996. Mr. Chewning was the Senior Partner of the Carolinas Offices
of the accounting firm of Deloitte & Touche LLP, Charlotte, North Carolina from
1993 to 1994. Prior to that, he was the Office Managing Partner for the
Charlotte office of Deloitte & Touche LLP. He is a member of the Audit Committee
and the Chairman of the Corporate Governance Committee.
4
9
L.D. Coltrane, III -- Age 81. Chairman of the Board. Mr. Coltrane became a
Director in 1965. Mr. Coltrane became President and Chairman of the Board in
1986. He is the father of Michael R. Coltrane.
Phil W. Widenhouse -- Age 74. Director. Mr. Widenhouse became a Director in
1952. Mr. Widenhouse retired as Executive Vice President in 1992. He has been
with the Company since 1949. Mr. Widenhouse became Executive Vice President in
1971 and was Treasurer from 1973 to 1990. He is Chairman of the Audit Committee
and a member of the Compensation Committee.
Continuing Directors with Terms Expiring in 2001
John R. Boger, Jr. -- Age 70. Director. Mr. Boger became a Director in
1978. Mr. Boger is an attorney with the firm of Williams, Boger, Grady, Davis
and Tuttle. He is Chairman of the Compensation Committee and a member of the
Audit Committee.
William A. Coley -- Age 56. Mr. Coley became a Director on January 28,
1999. He has been President of Duke Power, a division of Duke Energy
Corporation, an electric and natural gas utility headquartered in Charlotte,
North Carolina, since 1997. Mr. Coley was the President -- Associated
Enterprises Group of Duke Power from 1994 to 1997 and prior to that he was the
Executive Vice President -- Customer Group of Duke Power. Mr. Coley is a
director of Duke Energy Corporation and of SouthTrust Corporation. He is a
member of the Corporate Governance Committee.
Ben F. Mynatt -- Age 68. Director. Mr. Mynatt became a Director in 1994. He
is the owner of Ben Mynatt Chevrolet Inc., in Concord, North Carolina. Mr.
Mynatt serves as a trustee of Rowan-Cabarrus Community College and Wingate
University. Mr. Mynatt is a member of the Compensation Committee and of the
Corporate Governance Committee.
COMPENSATION OF DIRECTORS
During 1999, each Director who is not employed by the Company or its
subsidiaries (an "outside Director") was paid an annual retainer of $12,000. The
annual retainer was paid in the form of Common Stock.
Each director also received $750 for each meeting of the Board of Directors
attended. Committee chairmen were paid $600 per Committee meeting attended and
Committee members were paid $500 per Committee meeting attended. For meetings by
telephone conference call, Board members were paid $100 per call. Meeting
attendance fees were paid in cash, unless otherwise elected by the Director, as
described below.
Our 1996 Director Compensation Plan (the "Director Plan") reserves 45,000
shares of Common Stock for issuance to non-employee Directors who elect to
receive part or all of their compensation in Common Stock instead of cash. Under
the Director Plan, dollar values for the retainer and any accumulated meeting
fees are added together, and this amount is converted to a number of shares
based on the fair market value at the time of the meetings. Payments in Common
Stock are made annually following the election of Directors. Any fractional
shares are rounded up to the next whole share when issued.
Directors also receive an annual grant of shares of Common Stock having a
fair market value of $5,000, which is fully vested on the date of grant.
ATTENDANCE OF DIRECTORS
During 1999, the Board of Directors held 11 meetings. Each Director
attended at least 75% of the meetings of the Board of Directors and meetings of
any committees of the Board of Directors on which he served, which were held
when he was a Director.
5
10
COMMITTEES OF THE BOARD OF DIRECTORS
The full Board of Directors considers all of our major decisions. However,
the Board of Directors has established Corporate Governance, Audit and
Compensation Committees, each with specific duties. The following table lists
the various members of each Committee. A description of the duties of each
Committees follows the table.
CORPORATE AUDIT COMPENSATION
NAME GOVERNANCE COMMITTEE COMMITTEE COMMITTEE
- ---- -------------------- --------- ------------
John R. Boger, Jr.................... X CH
O.C. Chewning, Jr.................... CH X
William A. Coley..................... X
S.E. Leftwich........................ X X
Jerry H. McClellan................... X
Ben F. Mynatt........................ X X
Phil W. Widenhouse................... CH X
-----------------------
"CH" denotes Chairman of the Committee
Corporate Governance Committee. The Corporate Governance Committee,
composed of outside Directors, considers and recommends nominees for membership
on the Board of Directors and may consider written nominations of candidates for
election to the Board of Directors properly submitted by our shareholders to the
Secretary of the Company. The Corporate Governance Committee also
- arranges educational programs for Directors,
- recommends processes for and oversees assessment of Board
performance,
- recommends the functions and duties of committees of the Board,
- oversees and evaluates issues of corporate governance,
- establishes and reviews procedures used in conducting the business
of the Board, and
- reviews and considers the Company's position and practices regarding
significant issues of corporate public responsibility.
This Committee met three times during 1999.
Audit Committee. Our Audit Committee consists of outside Directors who are
independent of management and the Company. The Audit Committee
- oversees the Company's financial reporting process and management's
responsibility for the financial reports and accounting and
financial reporting practices,
- recommends to the Board the appointment of our independent auditors,
- oversees the adequacy of our system of internal controls, and
- oversees management practices relating to ethical considerations and
business controls.
These duties include reviewing our independent auditor's reports to our
management. This Committee met twice during 1999.
Compensation Committee. The Compensation Committee, composed of outside
Directors, annually reviews and approves all executive officers' salaries,
including base salaries, target bonus levels, annual bonuses and long-term
incentive awards to be paid to executive officers. It also establishes overall
management compensation strategy and oversees our various compensation and
benefit plans. The Compensation Committee also nominates qualified persons to be
executive officers of the Company. This Committee met twice during 1999.
6
11
MANAGEMENT OWNERSHIP OF COMMON STOCK
The following table shows, as of January 15, 2000, the number of shares of
Common Stock and the percent of outstanding Common Stock beneficially owned by
(i) all current Directors and nominees for Director, (ii) each executive officer
of the Company named in the Summary Compensation Table contained herein and
(iii) all Directors, nominees for Director and executive officers as a group.
None of our Directors or executive officers owns any shares of our 4 1/2%
Preferred Stock or 5% Preferred Stock.
COMMON STOCK BENEFICIALLY
OWNED(1)
-----------------------------
NAME NUMBER PERCENT OF CLASS
- ---- --------- ----------------
L.D. Coltrane, III.......................................... 715,531(2) 7.6%
Michael R. Coltrane......................................... 353,636(3) 3.8
Phil W. Widenhouse.......................................... 99,968(4) 1.1
Jerry H. McClellan.......................................... 28,225(5) *
Thomas A. Norman............................................ 27,792(6) *
Barry R. Rubens............................................. 33,418(7) *
Ben F. Mynatt............................................... 13,249(8) *
Catherine A. Duda........................................... 9,904(9) *
Michael R. Nash............................................. 6,710 *
O. Charlie Chewning, Jr..................................... 5,590 *
John R. Boger, Jr........................................... 4,867(10) *
Samuel E. Leftwich.......................................... 2,769 *
William A. Coley............................................ 649 *
All Directors and executive officers of the Company as a
group (17 persons)....................................... 1,325,694(11) 14.1%
- ---------------
* Less than 1%.
(1) Unless otherwise noted, the persons named in the table have sole voting and
investment power over shares included in the table. The number of shares
listed reflects the recapitalization where cash was paid in lieu of
fractional shares.
(2) See Note 3 under "PRINCIPAL SHAREHOLDERS."
(3) The amount shown includes 157,753 shares held in trust for which Mr.
Coltrane is a co-trustee with Phyllis C. Ausband, his sister, with whom he
shares voting and investment power; 7,249 shares owned by his spouse and
31,786 shares represented by currently exercisable options. Does not
include 179,498 shares held indirectly by a trust for which Mr. Coltrane is
the trustee and a beneficiary, as described in Note 3 under "PRINCIPAL
SHAREHOLDERS."
(4) Includes 50,659 shares owned by spouse.
(5) Includes 13,032 shares owned by spouse.
(6) Includes 14,938 shares represented by currently exercisable options.
(7) Includes 18,688 shares represented by currently exercisable options.
(8) Includes 2,142 shares owned by spouse.
(9) Includes 4,803 shares represented by currently exercisable options.
(10) Includes 1,108 shares owned by spouse.
(11) Includes an aggregate of 72,419 shares represented by currently exercisable
options. Includes 484,931 shares held by First Charter National Bank, as to
which L.D. Coltrane, III was a co-executor on January 15, 2000. Does not
include the remaining 595,797 shares held by First Charter National Bank.
L.D. Coltrane, III and Michael R. Coltrane are shareholders and Michael R.
Coltrane is the Vice Chairman of First Charter Corporation, the parent
corporation of First Charter National Bank.
7
12
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table shows the compensation of the
Chief Executive Officer and the four additional most highly compensated
executive officers (other than the Chief Executive Officer) of the Company
during 1999 (the "named executive officers"), for the past three years.
ANNUAL COMPENSATION LONG TERM COMPENSATION AWARDS
---------------------------------- ----------------------------------------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARDS OPTIONS/SARS COMPENSATION
PRINCIPAL POSITION(S) YEAR ($)(1) ($)(2) ($) ($)(3) (#) ($)(4)
--------------------- ---- -------- -------- ------------ ---------- ------------ ------------
Michael R. Coltrane....................... 1999 $240,000 $418,279 $ 0 $ 84,000 13,838 $22,903
President and Chief 1998 225,000 214,017 0 40,741 3,748 22,990
Executive Officer 1997 220,000 139,311 0 172,163 11,268 16,445
Barry R. Rubens........................... 1999 $177,000 $142,282 $ 0 $226,220 5,555 $15,847
Senior Vice President, 1998 168,000 90,141 0 18,602 1,708 15,087
Chief Financial Officer, 1997 152,000 71,613 0 59,385 5,124 12,496
Secretary and Treasurer
Thomas A. Norman.......................... 1999 $174,256 $166,578(5) $ 0 $ 74,254 10,681 $25,065
Senior Vice President 1998 151,915 109,777 0 18,471 1,692 16,047
and Assistant Secretary 1997 125,000 87,214 0 66,447 5,088 11,519
Catherine A. Duda......................... 1999 $151,000 $121,397 $ 0 $ 29,120 4,795 $ 8,082
Senior Vice President 1998 137,672 77,777 0 7,074 656 10,019
and Assistant Secretary 1997 120,000 67,560 0 25,038 1,972 6,285
Michael R. Nash(6)........................ 1999 $165,167 $ 77,576 $ 0 $192,500 0 $10,184
Senior Vice President, 1998
Chief Operating Officer 1997
and Assistant Secretary
- ---------------
(1) Amounts shown include cash and non-cash compensation received by the
executive officer.
(2) The bonus is based on goals reviewed and approved by the Board of Directors.
See "Report of the Compensation Committee on Executive
Compensation -- Bonuses." Amounts shown were earned in the year indicated,
but paid in the first quarter of the following year.
(3) Represents the value of shares of restricted stock under the Corporation's
1995 Restricted Stock Award Program. A total of 24,218 shares of Common
Stock with a weighted average fair market value of $39.42 per share were
granted in 1999 to key employees who achieved certain performance goals. The
shares are subject to certain transferability restrictions for specific
periods of one to five years. Recipients are entitled to receive any cash
dividends made with respect to the shares of restricted stock prior to the
end of this restricted period. The number and value of the aggregate
restricted stock holdings of the named executive officers as of December 31,
1999 were as follows: Michael R. Coltrane -- 14,220 shares ($796,320); Barry
R. Rubens -- 11,035 shares ($617,960); Thomas A. Norman -- 8,637 shares
($483,672); Catherine A. Duda -- 2,920 shares ($163,520); and Michael R.
Nash -- 6,600 shares ($369,600).
(4) Amounts represent matching contributions to our Employee Savings Plan,
contributions by the Company with respect to term life insurance,
supplemental disability insurance and dividends on restricted stock.
(5) Does not include a bonus to be paid to Mr. Norman under his employment
agreement in connection with the 1999 operations of Maxcom, which amount has
not yet been determined. See "Executive Compensation -- Management
Agreements; Norman Employment Agreement."
(6) Mr. Nash became an employee of the Company on December 28, 1998.
STOCK BENEFIT PLANS
We have in effect the Comprehensive Stock Option Plan (the "Comprehensive
Plan") pursuant to which we may grant stock options to certain key employees. No
options were granted to named executive officers in 1999 under the Comprehensive
Plan.
8
13
We also have in effect the 1989 Executive Stock Option Plan (the "1989
Plan"). No options were granted to named executive officers in 1999 under the
1989 Plan and, pursuant to its terms, no additional options may be granted in
the future.
In addition, we have the CT Communications, Inc. Omnibus Stock Compensation
Plan (the "Omnibus Plan"). During 1999, options to purchase an aggregate of
54,323 shares of Common Stock were granted under the Omnibus Plan, of which
options to purchase an aggregate of 34,869 shares of Common Stock were granted
to named executive officers. No options were exercised by named officers in 1999
under the Omnibus Plan.
The following table sets forth information regarding options granted to the
executive officers named in the Summary Compensation Table during 1999. No
free-standing stock appreciation rights ("SARs") were granted to executive
officers during 1999.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS(1)
--------------------------------------------------------------------- POTENTIAL REALIZABLE VALUE
NUMBER OF PERCENT OF MARKET AT ASSUMED ANNUAL RATES
SECURITIES TOTAL OPTIONS/ PRICE ON OF STOCK PRICE APPRECIATION
UNDERLYING SARS GRANTED EXERCISE OR GRANT FOR OPTION TERM
OPTIONS/SARS TO EMPLOYEES BASE PRICE DATE EXPIRATION -----------------------------
NAME GRANTED (#) IN FISCAL YEAR ($/SH) ($) DATE 0%($) 5%($) 10%($)
- ---- ------------ -------------- ------------ --------- ---------- ------- -------- --------
Michael R. Coltrane.. 13,838 25.5 40.00 40.00 2/21/09 0 348,106 882,168
Barry R. Rubens...... 5,555 10.2 40.00 40.00 2/21/09 0 139,740 354,130
Thomas A. Norman..... 5,098 9.4 40.00 40.00 2/21/09 0 128,244 324,996
5,583 10.3 42.50 42.50 8/19/09 0 149,222 378,159
Catherine A. Duda.... 4,795 8.8 40.00 40.00 2/21/09 0 120,622 305,680
Michael R. Nash...... 0 0 0 0 0 0 0
- ---------------
(1) All options granted in 2000 vest at the rate of 25% per year over four
years, based on the date of grant. Such options have an exercise price equal
to 100% of fair market value of such shares on the date of grant.
The following table provides a summary of the stock option exercises during
1999 by the named executive officers and the value of these executive officer's
unexercised stock options held at fiscal year end.
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
ACQUIRED OPTIONS/SARS AT FISCAL THE-MONEY OPTIONS/SARS
ON VALUE YEAR-END(#) AT FISCAL YEAR-END($)
EXERCISE REALIZED --------------------------- ---------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- -------- -------- ----------- ------------- ----------- -------------
Michael R. Coltrane(1)........... 1,368 31,505 24,570 22,284 924,031 502,315
Barry R. Rubens(1)............... 448 11,845 15,590 9,397 604,129 216,649
Thomas A. Norman(2).............. 3,600 122,400 11,968 14,493 450,565 283,740
Catherine A. Duda................ 0 0 2,948 6,275 110,106 125,955
Michael R. Nash.................. 0 0 0 0 0 0
- ---------------
(1) Exercised pursuant to 1989 Plan.
(2) Exercised pursuant to the Comprehensive Plan.
We have in effect the 1995 Employee Stock Purchase Plan (the "1995 ESPP"),
the 1997 Employee Stock Purchase Plan (the "1997 ESPP") and the 1999 Employee
Stock Purchase Plan (the "1999 ESPP"). During 1999, we did not sell any
additional shares of Common Stock to employees under the 1995 ESPP or
9
14
1997 ESPP. During 1999, we sold 17,735 shares at $42.50 per share and bonused an
additional 1,766 shares to employees under the 1999 ESPP.
MANAGEMENT AGREEMENTS
Change in Control Agreements. We have entered into Change in Control
Agreements with Michael R. Coltrane, Barry R. Rubens, Thomas A. Norman,
Catherine A. Duda and Michael R. Nash. These agreements provide for certain
payments, additional medical benefits and other fringe benefits to such officers
in the event their employment is terminated following a "change in control" of
the Company, as defined in the agreements. The agreements also include covenants
not to compete and not to disclose confidential information.
Norman Employment Agreement. We have entered into an Employment Agreement
with Thomas A. Norman, dated as of September 10, 1998 (the "Norman Agreement").
Pursuant to the Norman Agreement, we agreed to employ Mr. Norman as a Senior
Vice President, President of CT Global Telecommunications ("CTGT") and (on an
interim basis) as Chief Executive Officer of Maxcom. We currently own
approximately 16% of the equity securities of Maxcom, and CTGT provides certain
services under an operating agreement. For his services, Mr. Norman receives (i)
an annual base salary of $132,000 (increased to $185,000 so long as he remains
the Maxcom Chief Executive Officer), (ii) a foreign service premium of $2,000
per week for each calendar week that Mr. Norman works at least four full days in
Mexico (reduced to $1,000 per week so long as Mr. Norman is the Maxcom Chief
Executive Officer), (iii) a one-time $25,000 signing bonus, and (iv) a one-time
$100,000 bonus at such time as CTGT may earn an equity incentive option under
the Maxcom operating agreement (the "CTGT Options"). In lieu of participating in
our long term incentive bonus program, Mr. Norman participates in the CTGT long
term incentive bonus program, with performance measures based on the extent to
which CTGT achieves the CTGT Options. Mr. Norman also is eligible to receive an
annual bonus based on the performance of Maxcom, in lieu of participating in our
annual bonus plan. Mr. Norman receives normal benefits under our various welfare
benefit plans, except that he is reimbursed for 100% of his actual reasonable
travel expenses on behalf of CTGT and living expenses incurred while in Mexico.
The Norman Agreement expires on August 31, 2000, unless it is extended by mutual
agreement or it is terminated (i) for cause, (ii) for death or disability of Mr.
Norman, or (iii) upon 60-days prior notice by us, subject to our making certain
payments to Mr. Norman. Mr. Norman's Change in Control Agreement remains in
effect, subject to certain modifications related to the operation of Maxcom.
SERP
Our Supplemental Executive Retirement Plan ("SERP") provides additional
benefits for key executive employees, who include Michael R. Coltrane, Barry R.
Rubens, Thomas A. Norman and Catherine A. Duda. The SERP is intended to provide
an aggregate income replacement ratio of 60% after 20 years of service of such
employee's pre-retirement average compensation when taking into account our
pension benefit plan and Social Security.
PENSION PLAN
We have a non-contributory pension plan, which applies to all employees,
including executive officers, who have completed one year of service and
attained age 21. The amount of annual benefit to be paid in monthly installments
for life, based on service to normal retirement date and straight life annuity,
is the sum of (i) 1.1% of average compensation multiplied by creditable service
not in excess of 40 years, plus (ii) .65% of average compensation in excess of
covered compensation multiplied by creditable service not in excess of 35 years.
Covered compensation is determined from Internal Revenue Service tables
published annually. Payments under the Pension Plan are not offset by Social
Security. Contributions for executive officers to the Pension Plan fund are not
included because they cannot be readily calculated by the regular actuary for
the Pension Plan.
10
15
PENSION PLAN TABLE*
ESTIMATED ANNUAL BENEFITS PAYABLE UPON RETIREMENT
WITH YEARS OF CREDITABLE SERVICE INDICATED
------------------------------------------------------------------
5-YEAR AVERAGE ANNUAL PAY 15 20 25 30 35 40
- ------------------------- ------- ------- -------- -------- -------- --------
$ 50,000................... $ 9,908 $13,210 $ 16,513 $ 19,815 $ 23,118 $ 25,868
75,000................... 16,470 21,960 27,450 32,940 38,430 42,555
100,000................... 23,033 30,710 38,388 46,065 53,743 59,243
125,000................... 29,595 39,460 49,325 59,190 69,055 75,930
150,000................... 36,158 48,210 60,263 72,315 84,368 92,618
175,000................... 42,720 56,960 71,200 85,440 99,680 109,305
200,000................... 49,283 65,710 82,138 98,565 114,993 125,993
225,000................... 55,845 74,460 93,075 111,690 130,305 142,680
250,000................... 62,408 83,210 104,013 124,815 145,618 159,368
- ---------------
* Assuming a normal retirement date of December 31, 1999.
As of December 31, 1999, the credited years of service and compensation
covered by the Pension Plan, for each named executive officer, were
approximately as follows: Mr. Coltrane -- 11 years ($156,000), Mr. Rubens -- 7
years ($152,042), Mr. Norman -- 4 years ($140,809); Ms. Duda -- 4 years
($144,395); and Michael R. Nash -- 1 year ($160,000). Under the terms of the
Pension Plan, Mr. Norman, Ms. Duda and Mr. Nash will not have any vested benefit
until each of them attains 5 years of service with the Company.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee approves all executive officer compensation and
submits it to the full Board of Directors for its information. Set forth below
is a report of the Compensation Committee regarding executive compensation for
1999.
Executive Compensation Policies and Program. Our executive compensation
program is designed to:
- Attract and retain qualified management,
- Enhance short-term financial gains, and
- Enhance long-term shareholder value and align interests with
shareholders.
The total compensation package for our executives includes cash and
equity-based compensation. Annual compensation may consist of a base salary, an
annual bonus, a long-term incentive bonus, grants of stock options and grants of
restricted and unrestricted stock. Our policy is generally to provide base
salary at approximately the 50th percentile paid to comparable executives, while
focusing also on incentive compensation that is linked to our performance. We
strive, however, to provide each executive officer with total annual cash
compensation (base salary and bonus) in an amount that would be paid on the open
market for a fully qualified officer of that position.
Base Salaries. Generally, the Compensation Committee determines the level
of base salary for the Chief Executive Officer ("CEO") and our other executive
officers based on competitive norms derived primarily from reports of
consultants that we retain for this purpose. Actual salary changes are based
upon an evaluation of each individual's performance. In addition, with respect
to each executive, including the CEO, the Compensation Committee considers the
individual's performance, including that individual's total level of experience
in the telecommunications industry, his record of performance and contribution
to our success relative to his job responsibilities and his overall service to
us. During 1999, the Compensation Committee maintained 1999 base salaries for
our executive officers that were equal approximately to the 50th percentile paid
to comparable executives, based on the information available to the Compensation
Committee.
11
16
Bonuses. An annual bonus has been a long-standing tradition of the
Company. The annual bonus is paid each year based on goals reviewed and approved
by the Board of Directors. These goals fall generally into two categories:
financial and customer satisfaction. Financial goals include targets for
revenue, operating income, share price, access line additions, trouble clearance
time and major account retention, and comprise 45% of the annual bonus award.
Customer satisfaction goals take into account the results of new customer
satisfaction surveys and comprise 55% of the annual bonus award.
The Company also pays a long-term incentive bonus each year based on
three-year goals reviewed and approved by the Board of Directors. The goals, in
declining order of weight, are share price performance; revenue; earnings before
interest, taxes, depreciation and amortization; and earnings per share. Each
goal is evaluated over the three-year period preceding the date that the bonus
is paid. Bonus payments are made using a combination of cash, unrestricted
stock, restricted stock (having a one-year vesting period) and nonqualified
stock options.
Equity Based Compensation. An executives' annual compensation also
consists of stock options and restricted stock. This equity-based compensation
is designed to be a long-term incentive for executives to enhance shareholder
value. We maintain the 1989 Plan, the Comprehensive Plan, the Omnibus Plan, and
the Restricted Stock Award Plan pursuant to which we may grant stock options
(both incentive and nonqualified) and restricted stock awards to key employees.
The Compensation Committee administers these plans in its sole discretion,
including the determination of the individuals to whom options or awards will be
granted, the terms on which those options or awards are granted and the number
of shares subject thereto. In general, when determining the key employees to
whom options or awards shall be granted, the Compensation Committee considers an
executive's relative job responsibilities and abilities to impact the financial
and operating performance of the Company, the aggregate value of options or
awards granted in relation to base salary and the relative position of the
executive with the Company. When the Compensation Committee granted options and
awards in 1999, it considered several factors, including the maximum aggregate
number of options and awards to be granted under these plans in 1999, the
cumulative amount outstanding and the aggregate number of options and awards to
be granted as a percentage of total shares outstanding.
Other. In addition to the above forms of compensation, we also provide
group term life insurance, group whole life insurance and short-term and
long-term disability insurance. Executive officers generally participate in the
non-contributory pension plan, as discussed above. They also receive a
prerequisite package consisting of country club dues reimbursement, automobile
allowance, tax preparation assistance and financial consulting.
Compensation of Chief Executive Officer. The CEO's base salary is
determined by the Compensation Committee after reviewing the salaries of top
executives of comparable telecommunication companies, using the process
previously described. The Committee targeted the total annual compensation for
the CEO in 1999 to be approximately the median for comparable executives, based
on information available to the Compensation Committee. The Committee targeted
the CEO's base salary in 1999 for between the 35th to 40th percentile for
comparable executives. The CEO also participates in the annual bonus and
long-term incentive bonus plans described above. In addition, the CEO was
awarded a discretionary bonus of $100,000 as a result of the successful
recapitalization and secondary offering of the Company's stock during 1999.
Submitted by the Compensation Committee of the Board of Directors:
John R. Boger, Jr.
Ben F. Mynatt
S.E. Leftwich
Phil W. Widenhouse
12
17
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
John R. Boger, Jr., S.E. Leftwich, Ben F. Mynatt and Phil W. Widenhouse
served as members of the Compensation Committee during 1999. Mr. Widenhouse
retired as Executive Vice President of the Company in 1992 and served in various
capacities with the Company from 1949 to 1992.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company may from time to time have short-term loans outstanding with
First Charter National Bank, Concord, North Carolina. L.D. Coltrane, III is a
member of the Advisory Board and a shareholder and Michael R. Coltrane is a
shareholder and Vice Chairman of its holding company, First Charter Corporation.
As of December 31, 1999, the Company had no outstanding loans with First Charter
National Bank. The Company also has an available line of credit totaling $5
million at First Charter National Bank. First Charter National Bank is the
Trustee of the Corporation's Employee Stock Ownership Plan, the Employee Savings
Plus Plan and the Employees Plan of The Concord Telephone Company. The Company
paid First Charter National Bank aggregate fees of $226,412 for such services in
1999.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon our records, we believe that our Directors and officers have
made all filings required by Section 16 of the Exchange Act on a timely basis
for 1999.
PERFORMANCE GRAPH
Set forth on the following page is a line graph comparing the cumulative
total shareholder return on the Common Stock with (i) a peer group consisting of
four regional telecommunications companies (the "RLEC Index"), (ii) the Standard
& Poor's 500 Stock Index, a broad equity market index, and (iii) the Tel Index,
a composite of nine telecommunications companies. Each line graph assumes the
investment of $100 on December 31, 1993 and the reinvestment of dividends. The
companies in the RLEC Index are Commonwealth Telephone Enterprises, Inc., CFW
Communications, Inc., Hickory Tech Corp., and Conestoga Enterprises, Inc. The
companies in the Tel Index are Alltel Corporation, Ameritech Corporation, Bell
Atlantic Corporation, BellSouth Corporation, GTE Corporation, Nynex Corporation,
Pacific Telesis Group, SBC Communications, Inc., and US West Inc.
We added the RLEC Index to our Performance Graph this year. We believe that
the constituent companies of the RLEC Index resemble us more closely than the
Tel Index companies in size, and core businesses, services and products, market
capitalization, and trading market. We expect to use the RLEC Index in lieu of
the Tel Index in the future.
13
18
COMPARISON OF THE RETURN OF THE COMPANY'S COMMON STOCK,
THE S&P 500, THE TEL INDEX AND AN RLEC INDEX
(PERFORMANCE CHART)
CT COMMUNICATIONS,
INC. S&P 500 RLEC INDEX TEL INDEX
------------------ ------- ---------- ---------
12/31/94 100 100 100 100
12/31/95 127 134 112 138
12/31/96 202 161 106 145
12/31/97 234 211 162 210
12/31/98 265 267 186 264
12/31/99 401 319 231 290
------------------------
ITEM 2
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
------------------------
We have appointed KPMG LLP, independent public accountants, as our auditors
for 2000 and recommend our shareholders ratify the appointment. KPMG LLP has
acted in this capacity since 1988. We have been advised by KPMG LLP that neither
the firm nor any of its members or associates has any direct financial interest
or material indirect financial interest in the Company other than as its
auditors. Although the selection and appointment of the independent auditors is
not required to be submitted to a vote, we deem it advisable to obtain your
ratification of this appointment. We understand that a representative from KPMG
LLP will be present at the Annual Meeting, will have the opportunity to make a
statement if he or she desires to do so and will be available to respond to
appropriate questions. WE RECOMMEND A VOTE FOR RATIFICATION OF THE APPOINTMENT
OF THIS FIRM AS INDEPENDENT AUDITORS OF THE COMPANY FOR 2000. If you do not
ratify the appointment of KPMG LLP, we will consider a change in auditors for
the next fiscal year.
14
19
SHAREHOLDER PROPOSALS
The deadline for submission of shareholder proposals pursuant to Rule 14a-8
under the Exchange Act for inclusion in our proxy statement for the 2001 Annual
Meeting of Shareholders is November 28, 2000. Additionally, we must receive
notice of any shareholder proposal to be submitted at the 2001 Annual Meeting of
Shareholders (but not required to be included in our proxy statement) by
February 9, 2000. A proposal received after such date will be considered
untimely pursuant to Rules 14a-4 and 14a-5(e) under the Exchange Act, and the
persons named in the proxies solicited by us may exercise discretionary voting
authority with respect to such proposal.
ANNUAL REPORT TO SHAREHOLDERS AND FORM 10-K
Our 1999 Annual Report to Shareholders and our Annual Report on Form 10-K
for the year ended December 31, 1999, as filed with the Securities and Exchange
Commission, excluding exhibits, accompany this Proxy Statement. COPIES OF THE
EXHIBITS TO OUR ANNUAL REPORT ON FORM 10-K ARE AVAILABLE UPON WRITTEN REQUEST TO
CT COMMUNICATIONS, INC., 68 CABARRUS AVENUE, EAST, CONCORD, NORTH CAROLINA
28025-0228, ATTENTION: BARRY R. RUBENS, CHIEF FINANCIAL OFFICER AND PAYMENT OF
$25.00 TO COVER THE COSTS OF REPRODUCTION.
OTHER BUSINESS
We know of no other matter to come before the meeting. However, if any
other matter requiring a vote of the shareholders should arise, it is the
intention of the persons named in the enclosed proxy to vote such proxy in
accordance with their best judgment.
15
20
. FOLD AND DETACH HERE .
COMMON STOCK
This Proxy is Solicited on Behalf of the Board of Directors of
CT COMMUNICATIONS, INC.
ANNUAL MEETING OF SHAREHOLDERS, APRIL 20, 2000
KNOW ALL MEN BY THESE PRESENT, that the undersigned shareholder of CT
COMMUNICATIONS, INC., a North Carolina corporation (the "Company"), hereby
constitutes and appoints L. D. Coltrane, III, Michael R. Coltrane and Barry R.
Rubens, attorneys and proxies with full power of substitution, for and on behalf
of the undersigned to act and vote as indicated below, according to the number
of shares of the Company's Common Stock held of record by the undersigned on
March 1, 2000, and as fully as the undersigned would be entitled to act and vote
if personally present at the Annual Meeting of Shareholders to be held at the
Company's Customer Care Facility, 2000 Progress Place, Concord, North Carolina,
at 9:00 a.m., local time, April 20, 2000, and any adjournment or postponement
thereof (the "Annual Meeting"), as follows:
(1) Election of directors.
[ ] FOR electing the three nominees listed below for terms expiring in 2003
[ ] WITHHOLD AUTHORITY to vote for election of all nominees listed below.
(Instruction: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, strike a
line through the nominee's name in the list below.)
Michael R. Coltrane
Samuel E. Leftwich
Jerry H. McClellan
(2) Ratification of selection of KPMG LLP as independent public accountants for
2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) In their discretion, the proxies are authorized to act and vote upon any
other business which may properly be brought before said meeting or any
adjournment or postponement thereof.
21
. FOLD AND DETACH HERE .
The undersigned hereby ratifies and confirms all that said attorneys and
proxies or any of them lawfully do or cause to be done by virtue hereof. A
majority of said attorneys and proxies who shall be present and acting as such
at the Annual Meeting or any adjournment or postponement thereof, or if only one
such attorney and proxy be present and acting, then that one, shall have and may
exercise all powers hereby conferred.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED IN FAVOR OF PROPOSALS 1 AND 2.
The undersigned hereby acknowledges
receipt of the Notice of Annual
Meeting of Shareholders, dated
March 27, 2000, and the proxy
materials furnished therewith.
Dated this ___ day of _____, 2000.
____________________________(SEAL)
____________________________(SEAL)
NOTE: Signature should agree with
name on stock certificate as
printed on this proxy card. When
shares are held by joint tenants,
both should sign. Executors,
administrators, trustees and other
fiduciaries, and persons signing on
behalf of corporations or
partnerships, should so indicate
when signing.
PLEASE MARK, DATE, SIGN AND RETURN
THIS
PROXY PROMPTLY. THANK YOU.