<PAGE>
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
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
CAPITOL CITY BANCSHARES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
<PAGE>
(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:
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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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<PAGE>
CAPITOL CITY BANCSHARES, INC.
526 Lee Street, S.W.
Atlanta, Georgia 30311-0200
June 1, 2000
Dear Shareholder:
On behalf of the Board of Directors, I am pleased to invite you to attend
our Annual Meeting of Shareholders to be held on June 27, 2000 in Atlanta,
Georgia at the time and place shown in the attached notice. As we do at the
meeting every year, in addition to considering the matters described in the
proxy statement, we will review our 1999 business results and other matters of
interest to our shareholders. The meeting should be interesting and
informative.
We hope that you will attend the meeting in person, but even if you plan to
do so, we encourage you to please vote your shares ahead of time by using the
enclosed proxy card. This will ensure that your Capitol City Bancshares stock
will be represented at the meeting. If you attend the meeting and prefer to vote
in person, you may do so. The attached proxy statement explains more about
proxy voting. Please read it carefully. Every shareholder's vote is important,
whether you own a few shares or many.
We look forward to your participation in the annual meeting process.
Sincerely,
/s/ George G. Andrews
George G. Andrews
President and Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF CAPITOL CITY BANCSHARES, INC.
DATE: June 27, 2000
TIME: 5:00 p.m.
PLACE: Main Office, Capitol City Bank & Trust,
562 Lee Street, S.W., Atlanta, Georgia 30311
MATTERS TO BE VOTED ON:
PROPOSAL 1: Election of seventeen directors
PROPOSAL NO. 2: Approval of the Capital City Bancshares, Inc. Stock
Option Plan
Any other matter that may be properly brought before the meeting.
Only shareholders of record at the close of business on May 15, 1999 are
entitled to notice of and to vote at the meeting on any adjournments thereof.
Your vote is important. Please complete, sign, date and return your proxy
card promptly in the enclosed envelope.
By Order of the Board of Directors
/s/ George G. Andrews
George G. Andrews
President and Chief Executive Officer
Atlanta, Georgia
June 1, 2000
<PAGE>
CAPITOL CITY BANCSHARES, INC.
562 Lee Street, S.W.
Atlanta, Georgia 30311
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
JUNE 27, 2000
This proxy statement is furnished to the shareholders of Capitol City
Bancshares, Inc. in connection with the solicitation of proxies by its Board of
Directors to be voted at the 2000 Annual Meeting of Shareholders and at any
adjournments thereof (the "Annual Meeting"). The Annual Meeting will be held on
June 27, 2000, at 562 Lee Street, S.W., Atlanta, Georgia, at 5:00 p.m. local
time.
This proxy statement and the accompanying proxy card were mailed or given
to shareholders on or about June 1, 2000.
As used in this proxy statement, the terms Capitol City Bancshares,
Company, we, our, and us all refer to Capitol City Bancshares, Inc. and its
subsidiaries.
VOTING
General
The securities which can be voted at the Annual Meeting consist of Capitol
City Bancshares' $6.00 par value common stock ("Capitol City Bancshares Stock"),
with each share entitling its owner to one vote on each matter submitted to the
stockholders. The record date for determining the holders of Capitol City
Bancshares, Inc. Stock who are entitled to notice of and to vote at the Annual
Meeting is May 1, 2000. On the record date, 532,088 shares of Capitol City
Bancshares Stock were outstanding and eligible to be voted.
Quorum and Vote Required
The presence, in person or by proxy, of a majority of the outstanding
shares of Capitol City Bancshares Stock is necessary to constitute a quorum at
the Annual Meeting. In determining whether a quorum exists at the Annual
Meeting for purposes of all matters to be voted on, all votes "for" or "against"
as well as all abstentions (including votes to withhold authority to vote) will
be counted.
<PAGE>
In voting for the proposal to elect seventeen directors (Proposal No. 1),
you may vote in favor of all nominees or withhold your votes as to all or as to
specific nominees. The vote required to approve Proposal No. 1 is governed by
Georgia law and is a plurality of the votes cast by the holders of shares
entitled to vote, provided a quorum is present. Votes withheld and broker non-
votes will not be counted and will have no effect.
Our directors and executive officers hold 278,980 shares of Capitol City
Bancshares Stock, or approximately 44.85% of all outstanding stock, and we
believe that all of those shares will be voted in favor of both proposals.
Proxies
All properly executed proxy cards delivered pursuant to this solicitation
and not revoked will be voted at the Annual Meeting in accordance with the
directions given. In voting by proxy with regard to the election of directors,
you may vote in favor of all nominees, withhold your votes as to all nominees or
withhold your votes as to specific nominees. In voting by proxy with regard to
the other proposal, you may vote for or against the proposal or abstain from
voting. You should specify your choices on the proxy card. If no specific
instructions are given with regard to the matters to be voted upon, the shares
represented by a signed proxy card will be voted "for" the proposals listed on
the proxy card. If any other matters properly come before the Annual Meeting,
the persons named as proxies will vote upon such matters according to their
judgment.
All proxy cards delivered pursuant to this solicitation are revocable at
any time before they are voted by giving written notice to our Secretary, Kaneta
R. Lott, 562 Lee Street, S.W., Atlanta, Georgia 30311, by delivering a later
dated proxy card, or by voting in person at the Annual Meeting.
All expenses incurred in connection with the solicitation of proxies will
be borne by the Company. Solicitation may take place by mail, telephone,
telegram, or personal contact by our directors, officers and regular employees
of the Company without additional compensation.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our 1999-2000 Board of Directors consisted of eighteen members, sixteen of
whom are non-employee directors. The Company's bylaws provide that the Board of
Directors shall consist of not less than five nor more than twenty-five persons,
with the exact number to be fixed and determined from time to time by resolution
of the Board of Directors, or by resolution of the shareholders at any annual or
special meeting of shareholders. The Board
-2-
<PAGE>
of Directors has voted that the Board consist of seventeen members for the
Company's ensuing fiscal year. The term of office for directors is one year or
until the next Annual Meeting and thereafter until their successors are elected
and qualified.
The Board has nominated the following persons for submission to the
shareholders for election for a one-year term expiring at the 2001 annual
meeting or until their successors are elected and qualified.
The following table lists the name and ages of all directors, nominee
directors and executive officers of the Company, indicates all positions and
offices with the Company held by each such person, states the term of office as
a director or principal officer and the period during which such person has
served, and briefly describes the business experience of each director, nominee
director or executive officer. There are no arrangements or understandings
between such persons and any other person pursuant to which that person was
elected as a director or executive officer.
<TABLE>
<CAPTION>
Year
Name Age Elected Information About Nominees
- ---- --- ------- --------------------------
<S> <C> <C> <C>
George G. Andrews 48 1994 Director; President, Chief
Executive Officer and Chief
Financial Officer; formerly with
Trust Company Bank
Dr. Gloria Campbell D'Hue 52 1994 Director; Physician
J. Al Cochran 69 1994 Director; General Counsel;
Attorney-at-Law
Keith K. Evans 54 1995 Director; Physical Therapist,
Atlanta Human Performance
Center
Leon Goodrum 58 1994 Chairman; Operator,
McDonald's Restaurant
Agnes H. Harper 54 1995 Director; Retired Agent, New
York Life Insurance Company
Charles W. Harrison 68 1994 Director; Insurance Executive,
Harrison Insurance Agency
</TABLE>
-3-
<PAGE>
<TABLE>
<S> <C> <C> <C>
Robert A. Holmes 56 1995 Director; University
Administrator; Clark Atlanta
University
Moses M. Jones 49 1995 Director; Physician
Marian S. Jordan 54 1995 Director; Teacher, Atlanta
Board of Education and
Parents' Choice Day Care
Kaneta R. Lott 49 1994 Director; Secretary; Dentist,
Childrens Dentistry, P.C.
Donald F. Marshall 62 1994 Director; Dentist
George C. Miller, Jr. 51 1995 Director; President, Spectrum
Consulting Associates, Inc.
Elvin R. Mitchell, Sr. 86 1995 Director; Contractor; E. R.
Mitchell Construction Company
Roy W. Sweat 72 1995 Director; Chiropractor
William Thomas 54 1995 Director; President, Thomas
Cleaning Service, Inc.
Cordy T. Vivian 73 1995 Director; President, Basic, Inc.
(relations)
</TABLE>
Each of the nominees is currently a director of the Company, and has been
nominated by the Board to serve an additional term. Former director, Sarah S.
Sistrunk, is not standing for reelection.
The Board of Directors unanimously recommends that you vote "FOR" the
proposal to elect the seventeen nominees named above.
Each of the nominees has consented to serve if elected. If any nominee
should be unavailable to serve for any reason, the Board may designate a
substitute nominee (in which event the persons named as proxies will vote the
shares represented by all valid proxy cards for the election of such substitute
nominee), allow the vacancy to remain open until a suitable candidate is
located, or reduce the number of directors.
-4-
<PAGE>
PROPOSAL NO. 2
APPROVAL OF THE CAPITAL CITY
BANCSHARES, INC STOCK OPTION PLAN
General
The Board of Directors has adopted the Capital City Bancshares, Inc. Stock
Option Plan effective July 13, 1999. We believe that the issuance of stock
options can promote the growth and profitability of the company by providing
additional incentives for participants to focus on the company's long-range
objectives. We also believe that stock options help us to attract and retain
highly qualified personnel and to link their interests directly to shareholder
interests. Therefore, we ask you to approve this plan at the meeting. A copy of
the plan is included in this proxy statement and attached as Appendix "A"
hereto.
The plan authorizes the grant to our employees and directors of stock
options for up to 159,600 shares of common stock from time to time during the
term of the plan, subject to adjustment upon changes in capitalization.
Under the plan, the company may grant either incentive stock options (which
qualify for certain favorable tax consequences, as described below) or
nonqualified stock options. The plan will be administered by the Board of
Directors. The Board will determine the employees and directors who will
receive options and the number of shares that will be covered by their options.
The Board will also determine the periods of time (not exceeding ten years from
the date of grant in the case of an incentive stock option) during which options
will be exercisable and will determine whether termination of an optionee's
employment under various circumstances would terminate options granted under the
plan to that person. If granted an option under the plan, the optionee will
receive an option agreement specifying the terms of the option, such as the
number of shares of common stock the optionee can purchase, the price per share,
when the 4 6 optionee can exercise the option, and when the option expires.
The option price per share is an amount to be determined by the Board of
Directors, but will not be less than 100% of the fair market value per share on
the date of grant (or one hundred ten percent (110%) of such amount if the
option is granted to an individual owning stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the
Company). Generally, the option price will be payable in full upon exercise.
Payment of the option price of any stock option may be made in cash, by delivery
of shares of common stock (valued at their fair market value at the time of
exercise), or by a combination of cash and stock. The company will receive no
consideration upon granting of an option.
-5-
<PAGE>
Options generally may not be transferred except by will or by the laws of
descent and distribution, and during an optionee's lifetime may be exercised
only by the optionee (or by his or her guardian or legal representative, should
one be appointed). The grant of an option does not give the optionee any rights
of a shareholder until the optionee exercises the option.
The Board of Directors will have the right at any time to terminate or
amend the plan but no such action may terminate options already granted or
otherwise affect the rights of any optionee under any outstanding option without
the optionee's consent.
Federal Income Tax Consequences
There are no federal income tax consequences to the optionee or to the
company on the granting of options. The federal tax consequences upon exercise
will vary depending on whether the option is an incentive stock option or a
nonqualified stock option.
Incentive Stock Options. When an optionee exercises an incentive stock
option, the optionee will not at that time realize any income, and the company
will not be entitled to a deduction. However, the difference between the fair
market value of the shares on the exercise date and the exercise price will be a
preference item for purposes of the alternative minimum tax. The optionee will
recognize capital gain or loss at the time of disposition of the shares acquired
through the exercise of an incentive stock option if the shares have been held
for at least two years after the option was granted and one year after it was
exercised. The company will not be entitled to a tax deduction if the optionee
satisfies these holding period requirements. The net federal income tax effect
to the holder of the incentive stock options is to defer, until the acquired
shares are sold, taxation on any increase in the shares' value from the time of
grant of the option to the time of its exercise, and to tax such gain, at the
time of sale, at capital gain rates rather than at ordinary income rates.
If the holding period requirements are not met, then upon sale of the
shares the optionee generally recognizes as ordinary income the excess of the
fair market value of the shares at the date of exercise over the exercise price
stated in the option agreement. Any increase in the value of the shares
subsequent to exercise is long or short-term capital gain to the optionee
depending on the optionee's holding period for the shares. However, if the sale
is for a price less than the value of the shares on the date of exercise, the
optionee might recognize ordinary income only to the extent the sales price
exceeded the option price. In either case, the company is entitled to a
deduction to the extent of ordinary income recognized by the optionee.
Nonqualified Stock Options. Generally, when an optionee exercises a
nonqualified stock option, the optionee recognizes income in the amount of the
aggregate market price of the shares received upon exercise less the aggregate
amount paid for those shares, and the
-6-
<PAGE>
company may deduct as an expense the amount of income so recognized by the
optionee. The holding period of the acquired shares begins upon the exercise of
the option, and the optionee's basis in the shares is equal to the market price
of the acquired shares on the date of exercise.
Initial Option Grants
The Company granted the following stock options effective July 13, 1999:
. Incentive stock options covering 10,000 shares to Mr. Andrews,
President and Chief Executive Officer of the Company;
. Incentive stock options covering 80,000 shares to directors of the
Company as a group, each director receiving options covering 5,000
shares (not including options granted to Mr. Andrews).
Each of these option grants includes the following features:
. An exercise period of ten years;
. Restrictions on transferability;
. An exercise price of $10.00 per share, which the Board determined was
the fair market value on the date of grant; and
. Fully vested on date of grant.
Shareholder Approval Required
The affirmative vote of the holders of a majority of the votes entitled to
be cast at the meeting is required for approval of the plan. Abstentions and
broker non-votes will not be considered to be either affirmative or negative
votes. Because directors are entitled to receive options under the plan, the
directors of the company have a personal interest in seeing the plan approved.
The Board of Directors unanimously recommends that you vote "FOR" approval
of the Capital City Bancshares, Inc. Stock Option Plan.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Information as of December 31, 1999 about each of the Directors and
Officers of the Company is set forth in the table beginning on page 3.
George G. Andrews and Kaneta R. Lott are the only executive officers of
Capitol City Bancshares and were previously reported as nominees for election as
directors.
-7-
<PAGE>
J. Al Cochran serves as a director of Independence State Bank of Powder
Springs, Georgia, a company with a class of securities registered pursuant to
Section 12 of the Securities Exchange Act of 1934 or subject to the requirement
of Section 15(d) of such Act or any company registered as an investment company
under the Investment Company of 1940.
Other than Mr. Cochran, no other director, executive officer, or nominee
for such positions held directorships in any reporting company other than the
Company during 1999.
There are no family relationships among directors, executive officers, or
persons nominated or chosen by the Company to become directors or executive
officers. The Company and the Bank do not separately compensate their
directors. The directors are not compensated for attending the monthly board
meetings of the Bank and various other committee meetings.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Our Board of Directors conducts regular meetings, generally on a monthly
basis and also conducts some of its business through the committees described
below. Our Board of Directors met 12 times during the year, with one meeting
having optional attendance. Each director attended at least 75% of the meetings
of the full Board and of the committees on which he or she served with the
exception of Robert A. Holmes and Elvin Mitchell, Sr., who attended 73% of the
meetings, George C. Miller, Jr., who attended 63%, and Cordy T. Vivian, who
attended 55% of the meetings.
The Board of Directors has established a number of committees to assist it
in the discharge of its duties. The executive committee makes and reviews
policies and decisions in connection with personnel, compensation, nominations
of directors and strategic matters. It also entertains shareholder nominees for
directors.
The audit committee recommends the engagement of the Bank's independent
certified auditors, serves as liaison with those independent auditors on behalf
of the Bank, and is responsible for reviewing the audit reports of the Bank's
independent auditors.
The loan committee exercises primary responsibility for the monitoring of
the Bank's lending functions and must approve any loan in excess of the lending
officer's designated lending limits.
The assets/liability committee manages the purchase, pricing and timing of
the Bank's assets and liabilities.
-8-
<PAGE>
DIRECTOR COMPENSATION
Directors of the Company received no compensation in 1999.
STOCK OWNERSHIP
Principal Shareholders.
As of December 31, 1999, William Thomas with 5.88% is the only beneficial
owner known to the Company of more than five percent (5%) of its $6.00 par value
common stock, the only class of voting securities of the Company.
The following table sets forth, as of the most recent practicable date the
common stock of the Company beneficially owned by all directors, executive
officers, nominee directors and significant employees. For purposes of this
table, beneficial ownership has been determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934:
Security Ownership of Certain Beneficial Owners
<TABLE>
<CAPTION>
===============================================================================
Amount and Nature of
Name of Beneficial Owner Beneficial Ownership/1/ Percent of Class
===============================================================================
<S> <C> <C>
George G. Andrews 18,000/2/ 2.89%
- -------------------------------------------------------------------------------
Dr. Gloria Campbell-D'Hue 15,000/3/ 2.41%
- -------------------------------------------------------------------------------
J. Al Cochran 15,000 2.41%
- -------------------------------------------------------------------------------
Keith E. Evans 12,500 2.01%
- -------------------------------------------------------------------------------
Leon Goodrum 15,000 2.41%
- -------------------------------------------------------------------------------
</TABLE>
__________________________
/1/ Included in the number of shares listed above, each Director,
excluding Mr. Andrews, are options granted under the Capitol City Bancshares,
Inc. Nonqualified Stock Option Plan to purchase 5,000 shares of common stock at
$10.00 per share, expiring on July 13, 2009.
/2/ Includes 4,000 shares owned by Mr. Andrews, 4,000 shares held jointly
with Mr. Andrews' spouse, and 10,000 options to purchase common stock granted
under the Capitol City Bancshares, Inc. Incentive Stock Option Plan. These
10,000 options are exercisable at $10.00 per share and expire on July 13, 2009.
/3/ Includes 4,150 shares owned by Dr. D'Hue and 5,250 shares owned by her
child.
-9-
<PAGE>
<TABLE>
<S> <C> <C>
- -------------------------------------------------------------------------------
Agnes H. Harper 15,175/4/ 2.44%
- -------------------------------------------------------------------------------
Charles W. Harrison 15,600/5/ 2.51%
- -------------------------------------------------------------------------------
Robert A. Holmes 13,000 2.09%
- -------------------------------------------------------------------------------
Moses M. Jones 10,000 1.61%
- -------------------------------------------------------------------------------
Marian S. Jordan 15,250/6/ 2.45%
- -------------------------------------------------------------------------------
Kaneta R. Lott 17,000/7/ 2.73%
- -------------------------------------------------------------------------------
Donald F. Marshall 15,000 2.41%
- -------------------------------------------------------------------------------
George C. Miller, Jr. 10,500/8/ 1.69%
- -------------------------------------------------------------------------------
Elvin Mitchell, Sr. 20,400/9/ 3.28%
- -------------------------------------------------------------------------------
Roy W. Sweat 20,000 3.21%
- -------------------------------------------------------------------------------
William Thomas 36,555/10/ 5.88%
- -------------------------------------------------------------------------------
Cordy T. Vivian 15,000 2.41%
===============================================================================
</TABLE>
The Company's common stock beneficially owned by all directors and
principal officers as a group as of December 31, 1999, (17 persons) totaled
278,980 shares, representing 44.85% of the Company's common stock.
_____________________
/4/ Includes 1,183 shares held by Mrs. Harper, 7,800 shares held jointly
with Mrs. Harper's spouse, and 1,192 shares held by Mrs. Harper's spouse.
/5/ Includes 10,000 shares owned by Mr. Harrison, 600 shares held by Mr.
Harrison's children.
/6/ Includes 10,000 shares owned by Ms. Jordan and 250 shares held by Ms.
Jordan's children.
/7/ Includes 5,000 shares held jointly with Dr. Lott's spouse, 2,000
shares held by Dr. Lott's children and 5,000 shares held by Childrens Dentistry
Profit Sharing Plan.
/8/ Includes 4,500 shares owned by Mr. Miller and 1,000 shares held by
Spectrum Consulting Associates, Inc., an affiliated corporation.
/9/ Includes 14,250 shares owned by Mr. Mitchell, 1,000 held by Mr.
Mitchell's spouse, and 150 shares held by Mr. Mitchell's grandchildren.
/10/ Includes 14,000 shares owned by Mr. Thomas and 17,555 shares held by
Thomas Cleaning Service, Inc., an affiliated corporation.
-10-
<PAGE>
The Company knows of no arrangements, including any pledge by any person of
securities of the Company, the operation of which may at a subsequent date
result in a change in control of the Company.
-11-
<PAGE>
The following table sets forth the aggregate annual compensation for the
Bank's Chief Executive Officer. No individual earned in excess of $100,000
during 1999.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- ----------------------------------------------------------------------------------------------------------------
Restricted
Other Annual Stock LTIP Other
Name and Position Year Salary Bonus Compensation Awards Options/SARS Payouts Compensation
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
George G. Andrews 1999 95,000 10,000 2,601(1) --- --- --- 9,263(2)
--------------------------------------------------------------------------------------------
CEO, President, 1998 90,000 7,500 1,800(1) --- --- --- 5,793(3)
--------------------------------------------------------------------------------------------
Director 1997 81,900 1,500 1,800(1) --- --- --- ---
--------------------------------------------------------------------------------------------
</TABLE>
__________________________
/1/ Representing membership dues paid on Mr. Andrews' behalf.
/2/ Company matching contributions to the Company's 401(k) Plan on behalf
of Mr. Andrews.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)
- ------------------------------------------------------------------------------------------------------------
# of Securities
Underlying % of Total Options/SARs Exercise or
Options/SARs Granted to Employees in Base Price
Name Granted Fiscal Year ($/Share) Expiration Date
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CEO - George G. Andrews 10,000 9.52% $10.00 July 13, 2009
- ------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
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-the-
Acquired On Value Options/SARs at FY-End money Options/SARs at FY-End
Name Exercise (A) Realized (Exercisable/Unexercisable) (Exercisable/Unexercisable)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CEO - - - 10,000/0/(2)/ $25,000/0/(1)/
George G. Andrews
- ------------------------------------------------------------------------------------------------------------
</TABLE>
No stock options were exercised by the listed individuals and there were no
outstanding SARs during fiscal year 1999.
The Company does not have any Long Term Incentive Plans in effect.
(1) The dollar values have been calculated by determining the difference
between the estimated fair market value of the Company's common stock at
March 6, 2000 ($12.50) and the exercisable prices of the options ($10.00).
(2) On July 13, 1999, Mr. Andrews was granted the option to purchase 10,000
shares of common stock at $10.00 per share, expiring on July 13, 2009.
-12-
<PAGE>
Executive Employment Agreements.
The Company is not aware of any compensatory plan or arrangement with respect to
any individual named in the summary compensation table for the latest fiscal
year which will result from the resignation, retirement or other termination of
such individual's employment with the Company or from a change in control of the
Company or a change in the individual's responsibilities following a change in
control.
OTHER COMPENSATION AND BENEFIT PLANS
The Company provides a 401(k) plan for qualified employees to defer a portion of
their salary with matching contributions from the Company made at the discretion
of the Board of Directors.
TRANSACTIONS WITH THE COMPANY
The Company's directors and executive officers, and certain business
organizations and individuals associated therewith, have been customers of and
have had banking transactions with the Company and are expected to continue such
relationships in the future. Pursuant to such transactions, the Bank's directors
and executive officers from time to time have borrowed funds from the Bank for
various business and personal reasons. Extensions of credit made by the Bank to
its directors and executive officers have been made in the ordinary course of
business on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and do not involve more than a normal risk of collectibility or
present other unfavorable features.
LEGAL PROCEEDINGS
There are no "material" pending legal proceedings, other than ordinary routine
litigation incidental to the business of the Company, to which the Company or
any of its subsidiaries is a party or of which any of their property is subject.
Material proceedings are defined as claims for damages where the amount
involved, exclusive of interest and cost, exceeds ten percent of the current
assets of the Company and its subsidiaries on a consolidated basis.
During the previous five years, no director or executive officer was the subject
of a legal proceeding (as defined below) that is material to an evaluation of
the ability or integrity of any director or executive officer. A "legal
proceeding" includes: (a) any bankruptcy petition filed by or against any
business of which such person was a general partner or executive prior to that
time; (b) any conviction in a criminal proceeding or subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses); (c)
any order, judgment, or decree of any court of competent jurisdiction, or any
Federal or State authority
-13-
<PAGE>
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of commodities business, securities or banking
activities; and (d) any finding by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures Trading
Commission of a violation of a federal or state securities or commodities law
(such finding having not been reversed, suspended or vacated).
COMPLIANCE WITH SECTION 16(A) OF THE 1934 ACT
Section 16(a) of the Securities Exchange Act of 1934 and regulations of the
SEC require our executive officers and directors and persons who beneficially
own more than ten percent of any class of our equity securities, as well as
certain affiliates of such persons to file initial reports of ownership of any
equity securities of Capitol City Bancshares, Inc. and subsequent reports of
changes in ownership of such securities with the SEC. Such persons also are
required by SEC regulations to furnish us with copies of all Section 16(a)
reports they file. Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the Company under Rule 16a-3(d) during 1999 and Form 5 and
amendments thereto furnished to the Company during 1999, no person who, at any
time during 1999, was a director, officer or beneficial owner of more than 10%
of any class of equity securities of the Company failed to file on a timely
basis any reports required by Section 16(a) during the 1999 fiscal year or
previously.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Mauldin & Jenkins, LLC, Albany, Georgia, has served as our
independent accountants each year since 1994, and we consider them to be well
qualified. Our Board of Directors has selected Mauldin & Jenkins, LLC to serve
as our independent accountants for the fiscal year ending December 31, 2000.
Representatives of that firm will be present at the Annual Meeting and will have
the opportunity to make a statement if they desire to do so. They will be
available to answer your questions at that time.
SHAREHOLDER PROPOSALS FOR 2000 MEETING
Shareholder proposals that are intended to be presented at our 2001 Meeting of
Shareholders must be received by us no later than February 1, 2001, in order to
be included in our proxy statement and related proxy materials for that meeting.
Any such proposal must comply with the rules and regulations of the Securities
and Exchange Commission.
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OTHER MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING
Our Board of Directors knows of no matters other than those referred to in the
accompanying Notice of Annual Meeting of Shareholders which may properly come
before the Annual Meeting. However, if any other matter should be properly
presented for consideration and voting at the Annual Meeting or any adjournments
thereof, it is the intention of the persons named as proxies on the enclosed
form of proxy card to vote the shares represented by all valid proxy cards in
accordance with their judgment of what is in Capitol City Bancshares' best
interest.
ANNUAL REPORTS
Upon receipt of a written request, we will furnish, without charge, any owner of
common stock of the company a copy of its annual report to the Securities and
Exchange Commission on Form 10-K (the "10-K") for the fiscal year ended December
31, 1999, including financial statements and the schedules thereto. Copies of
exhibits to the 10-K are also available upon specific request and payment of a
reasonable charge for reproduction. Such requests should be directed to the
Secretary of the Company at the address indicated on the front of the proxy
statement.
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APPENDIX "A"
CAPITOL CITY BANCSHARES, INC.
STOCK OPTION PLAN
ARTICLE I - PURPOSE OF PLAN
1.1 PURPOSE OF PLAN. The purposes of this Plan are to encourage the stock
ownership of Capitol City Bankshares, Inc. by key employees, officers and
directors of the Company and its Bank subsidiary, to provide an incentive
for such individuals to improve profitability, and to assist the Company
and subsidiary in attracting and retaining key employees and directors
through the grant of Options.
ARTICLE II - DEFINITIONS
2.1 AWARD means Options granted hereunder.
2.2 Bank means Capitol City Bank & Trust Company, a financial institution
organized under the laws of the State of Georgia.
2.3 BOARD means the Board of Directors of the Company.
2.4 CODE means the Internal Revenue Code of 1986, as amended. Reference in
this Plan to any section of the Code shall be deemed to include any
amendments or successor provisions to such section and any regulations
promulgated thereunder.
2.5 COMPANY means Capitol City Bancshares, Inc., a Georgia business corporation
registered as a bank holding company under the Bank Holding Company Act of
1956, or any successors as described in Article XI.
2.6 DATE OF DISABILITY means the date on which a Participant is classified as
Disabled.
2.7 DEATH means a Participant's death while holding Options granted under this
Plan.
2.8 DIRECTOR means a member of the Board or Emeritus Director who is not also
employed by the Company or the Bank as an employee.
2.9 DISABILITY OR DISABLED means the permanent inability of a Participant to
perform the duties and responsibilities for which he was employed by the
Company or the Bank due to reasons of health or mental incapacity.
2.10 ELIGIBLE EMPLOYEE means any person employed by the Company or the Bank on a
full-time, salaried basis who satisfies all of the requirements of Article
VI.
<PAGE>
2.11 FAIR MARKET VALUE means the fair market value of the Stock, as determined
by the Board; provided, however, that (i) if the Stock is admitted to
quotation on the National Association of Securities Dealers Quotation
system on the date that the Option is granted, Fair Market Value shall not
be less than the average of the highest bid and lowest asked prices of the
Stock on such system on such date, or (ii) if the Stock is admitted to
trading on a national securities exchange on the date the Option is
granted, Fair Market Value shall not be less than the last sale price
reported for the Stock on such exchange on such date or, in the absence of
such a reported sale price, on the last date preceding such date on which a
sale was reported.
2.12 INCENTIVE STOCK OPTION means an Option that is an incentive stock option
within the meaning of Section 422 of the Code and that is granted under
Article VII.
2.13 NONQUALIFIED STOCK OPTION means an Option that is not an Incentive Stock
Option and that is granted under Article VII.
2.14 OPTION means either a Nonqualified Stock Option or an Incentive Stock
Option granted under Article VII.
2.15 PARTICIPANT means a Director or Eligible Employee who has been granted an
Award under this Plan.
2.16 PLAN means this Capitol City Bancshares, Inc. Stock Option Plan.
2.17 RETIREMENT means normal retirement by an employee from the Company under a
retirement plan maintained by the Company.
2.18 RETIREMENT DATE is the employee's date of Retirement.
2.19 STOCK means the common stock, par value $6.00 per share, of the Company.
2.20 STOCK OPTION AGREEMENT means an agreement with respect to Options as
described in Article VIII.
2.21 TERMINATION means (i) in the case of an Eligible Employee, the resignation
or discharge from employment with the Company, except in the event of
Death, Disability, or Retirement, and (ii) in the case of a Director, the
resignation or removal from, or the expiration of the term of service on,
the Board.
2.22 VESTED OPTION means, at any date, an Option that a Participant is then
entitled to exercise pursuant to the terms of a Stock Option Agreement.
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ARTICLE III - EFFECTIVE DATE AND DURATION
3.1 EFFECTIVE DATE. Except as provided to the contrary herein, this Plan shall
be effective as of July 13, 1999.
3.2 PERIOD FOR GRANTS OF AWARDS. Awards may be made as provided herein for a
period of ten (10) years after the initial effective date of the Plan.
3.3 SHAREHOLDER APPROVAL. The Plan shall be submitted to the shareholders of
the Company for approval within 12 months after the date the Plan is
adopted by the Board.
3.4 TERMINATION. This Plan shall be terminated as provided in Article XII, but
shall continue in effect until all matters relating to the payment of
Awards and the administration of the Plan have been settled.
ARTICLE IV - ADMINISTRATION
4.1 ADMINISTRATION. This Plan shall be administered by the Board. All questions
of interpretation and application of this Plan, or of the terms and
conditions pursuant to which Awards are granted, exercised, or forfeited
under the provisions hereof, shall be subject to the determination of the
Board. Such determination shall be final and binding upon all parties
affected thereby. A majority vote of the members of the Board shall be
required for all of its actions.
ARTICLE V - GRANT OF AWARDS AND LIMITATIONS ON NUMBER OF SHARES OF STOCK AWARDED
5.1 GRANT OF AWARDS: NUMBER OF SHARES. The Board may, from time to time, grant
Awards of Options to one or more Directors and/or Eligible Employees;
provided that:
(a) Subject to any adjustment pursuant to Article X or Article XI, the
aggregate number of shares of Stock subject to Awards under this Plan
may not exceed One Hundred Fifty Nine Thousand Six Hundred (159,600)
shares;
(b) Except with respect to shares that are the subject of Options
repurchased pursuant to Section 7.4, to the extent that an Award
lapses or the rights of the Participant to whom it was granted
terminate, or to the extent that the Award is canceled by mutual
agreement of the Board and the Participant (which cancellation
opportunities may be offered by the Board to Participants from
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time to time), any shares of Stock subject to such Award shall again
be available for the grant of the Award hereunder;
(c) Shares of Stock ceasing to be subject to an Award because of the
exercise of an option shall no longer be available for the grant of an
Award hereunder;
(d) Directors shall not be eligible to receive awards of Incentive Stock
Options hereunder; and
(e) Shares of Stock that are the subject of grants of Options under this
Plan shall be set aside out of authorized but unissued shares of Stock
not reserved for other purposes.
In determining the size of Awards, the Board may take into account a
Participant's responsibility level, performance potential, cash
compensation level, the Fair Market Value of the Stock at the time of
awards, and such other considerations as it deems appropriate.
ARTICLE VI - ELIGIBILITY
6.1 ELIGIBLE INDIVIDUALS. Full-time, salaried officers and other key employees
of the Company (including officers or employees who are members of the
Board) and Directors shall be eligible to receive Awards under this Plan;
provided they are residents of the State of Georgia. Subject to the
provisions of this Plan; the Board shall from time to time select from such
eligible persons those to whom Awards shall be granted and determine the
size of the Awards. A Participant may hold more than one Option at any one
time. No Director, officer, or employee of the Company shall have any right
to be granted an Award under this Plan, as all Awards granted hereunder are
granted in the sole and absolute discretion of the Board, as provided
herein.
ARTICLE VII - OPTIONS
7.1 GRANTS OF OPTIONS. Awards shall be granted to Participants in the form of
Options to purchase Stock.
7.2 TYPE OF OPTION. The board may choose to grant a Participant who is a
Director Nonqualified Stock Options and it may choose to grant a
Participant who is an Eligible Employee either Incentive Stock Options or
Nonqualified Stock Options or both, subject to the limitations contained
herein.
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7.3 INCENTIVE STOCK OPTION DOLLAR LIMITATIONS. If the Board grants Incentive
Stock Options, the aggregate Fair Market Value (determined at the time the
Option is granted) of any such Options plus an incentive stock options
qualified under Section 422 of the Code and granted under any other plans
of the Company that shall be first exercisable by any one Participant
during any one calendar year shall not exceed $100,000, or such other
dollar limitation as may be provided in the Code.
7.4 BOARD LIMITATIONS AND COMPANY REPURCHASE OF OPTIONS. Grants of Options
hereunder shall be subject to guidelines adopted by the Board with respect
to the timing and size of such Options. In addition, the Board may, in its
discretion, provide that an Option may not be exercised in whole or in part
for any period of periods specified by the Board. In the discretion of the
Board, the Company may agree to repurchase Options for cash.
ARTICLE VIII - TERMS AND CONDITIONS OF STOCK OPTION AGREEMENTS
8.1 STOCK OPTION AGREEMENTS. Awards shall be evidenced by Stock Option
agreements in such form as the Board shall, from time to time, approve.
Such Stock Option agreements, which need not be identical, shall comply
with and be subject to the following terms and conditions:
(a) Method of Payment. Upon exercise of the Option, the Option price shall
be payable in United States dollars in cash or by certified check,
bank draft, money order payable to the order of the Company, or Stock,
or combination thereof.
(b) Number of Shares. The Stock Option Agreement shall state the total
number of shares to which it pertains.
(c) Option Price. With respect to Incentive Stock Options, the Option
price shall be not less than the Fair Market Value of such shares on
the date of granting of the Option (or one hundred ten percent (110%)
of such amount if the Option is granted to an individual owning stock
possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company). With respect to
Nonqualified Stock Options, the Option price shall be set in the
Board's sole and absolute discretion.
(d) Term of Option. Each Nonqualified and Incentive Stock Option granted
under this Plan shall expire not more than ten (10) years from the
date the Option is granted, except that each Incentive Stock Option
granted under the plan to an individual owning stock possessing more
than ten percent (10%)
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of the total combined voting power of all classes of stock of the
Company shall expire not more than five (5) years from the date the
Option is granted.
(e) Date of Exercise. Except for such limitations as may be provided by
the Board in its discretion pursuant to Article VII, any Vested Option
may be exercised in whole at any time during its term or in part from
time to time during its term.
(f) Exercise of Option or Forfeiture. Except as otherwise provided in any
employment agreement or other written agreement with the Participant,
if a Participant ceases employment with the Company or ceases to be a
Director, as the case may be, prior to exercise of the Participant's
Options, such Options shall be exercised or forfeited as follows:
(i) Termination. Upon the Termination of participant who is an
-----------
Eligible Employee, the Participant's Vested Options shall be
exercisable within three (3) months (or such shorter period as
the Code or the terms of the particular Options may require) of
the Participant's Termination. In default of such timely
exercise, all Options of the Participant shall be forfeited.
(ii) Retirement. Upon the Retirement of a Participant who is an
----------
Eligible Employee, the Participant's Options (which shall
become Vested Options as of the Participant's Retirement Date)
shall be exercisable within three (3) months (or such shorter
period as the Code or the Terms of the particular Options may
require) of the Participant's Retirement Date. In default of
such timely exercise, all Options of the Participant shall be
forfeited.
(iii) Termination of Director Status. In the case of a Participant
------------------------------
who is a Director and who ceases to be a Director or Emeritus
Director for a reason other than Death, the Participant's
Options shall be exercisable within three (3) months (or such
shorter period as the Code or the terms of the particular
Options may require) of the termination.
(iv) Disability. Upon the Disability of a Participant, the
----------
Participant's Options (which shall become Vested Options as of
the Participant's Date of Disability) shall be exercisable
within three (3) months (or such shorter period as the Code or
the terms of the particular Options may require) of the
Participant's Date of Disability. In default of such timely
exercise, all Options of the Participant shall be forfeited.
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(v) Death. If the Participant dies while in the employment of the
-----
Company, while serving as a Director, or within the period of
time after Retirement during which the Participant would have
been entitled to exercise his or her option rights, the
Participant's estate, personal representative, or beneficiary
(as applicable) shall have the right to exercise such Options
(which shall become Vested Options as of the date of the
Participant's Death) within one (1) year from the date of the
Participant's death (or such shorter period as the Code or the
terms of the particular Options may require).
(g) Agreement as to Sale of Securities. If, at the time of the exercise of
any Option, in the opinion of counsel for the Company, it is necessary
or desirable, in order to comply with any applicable laws or
regulations relating to the sale of securities, that the Participant
exercising the Option shall agree to purchase the shares that are
subject to the Option for investment only and not with respect to any
present intention to resell the same and that the Participant will
dispose of such shares only in compliance with such laws and
regulations, the Participant will, upon the request of the Company,
execute and deliver to the Company an agreement to such effect. The
Participant shall agree to comply with the right of first refusal and
other provisions of his or her Stock Option Agreement and to become a
party to an shareholder's agreement in effect among the Company and
its stockholders.
(h) Minimum Number of Shares. The minimum number of shares with respect to
which an Option may be exercised at any one time shall be five hundred
(500) shares, unless the number is the total number at the time
available for exercise under the Award.
(i) Required Amendments. Each Award shall be subject to any provision
necessary to ensure compliance with federal and state securities laws.
(j) Limitation of Participant Rights. A Participant shall not be deemed to
be the holder of, or to have the rights of a holder with respect to,
any shares of stock subject to such Option unless and until the Option
shall have been exercised pursuant to the terms thereof, the Company
shall have issued and delivered the shares to the Participant, and the
Participant's name shall have been entered as a stockholder of record
on the books of the Company. Thereafter, the Participant shall have
full voting, dividend, and other ownership rights with respect to such
shares of Stock.
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ARTICLE IX - GRANTS IN SUBSTITUTION FOR OPTIONS GRANTED BY OTHER CORPORATIONS.
9.1 SUBSTITUTE AWARDS. Awards may be granted under this Plan from time to time
in substitution for similar awards held by employees of the Company or the
Bank as the result of merger or consolidation of the employing corporation
with the Company or the Bank, or the acquisition by the Company of fifty
percent (50%) or more of the stock of the employing corporation, or the
acquisition by the Company of the assets of the employing corporation, or
the acquisition by the Company of fifty percent (50%) or more of the stock
of the employing corporation causing it to become a subsidiary. The terms
and conditions of the substitute awards so granted may vary from the terms
and conditions set forth in this Plan to such extent as the Board at the
time of the Grant may deem appropriate to conform, in whole or in part, to
the provisions of the options in substitution for which they are granted.
ARTICLE X - CHANGES IN CAPITAL STRUCTURE
10.1 CAPITAL STRUCTURE CHANGES
(a) If the outstanding shares of the Company's Stock as a whole are
increased, decreased, changed into, or exchanged for a different
number or kind of shares or securities of the Company, whether through
merger, consolidation, reorganization, recapitalization,
reclassification, stock dividend, stock split, combination of shares,
exchange of shares, change in corporate structure, or the like, an
appropriate and proportionate adjustment shall be made in the number
and kinds of shares subject to the plan and in the number, kinds, and
per share exercise price of shares subject to unexercised Options or
portions thereof granted prior to any such change. Any such adjustment
in an outstanding Option, however, shall be made without a change in
the total price applicable to the unexercised portion of the Option
but with a corresponding adjustment in the price for each share of
Stock covered by the Option.
(b) Upon dissolution or liquidation of the Company, or upon a
reorganization, merger, or consolidation in which the Company is not
the surviving corporation, or upon the sale of substantially all of
the assets of the Company to another corporation, the Plan and the
Options issued thereunder shall terminate, unless provision is made in
connection with such transaction for the assumption of Options
theretofore granted or the substitution for such Options of new
options of the successor employer corporation or a parent or
subsidiary thereof, with appropriate adjustment as to the number and
kinds of shares and the per share exercise prices. In the event of
such termination, all outstanding
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Options shall be exercisable in full for at least thirty (30) days
prior to the termination date whether or not otherwise exercisable
during such period.
(c) In the event of a change in the Stock which is limited to a change in
the designation thereof to "capital stock" or other similar
designation, or in par value or no par value, without increase or
decrease in the number of issued shares, the shares resulting from any
such change shall be deemed to be Stock within the meaning of this
Plan.
(d) Adjustments under this Section shall be made by the Board, whose
determination as to what adjustment shall be made, and the extent
thereof, shall be conclusive. The Board shall have the discretion and
power in any such event to determine and to make effective provision
for the acceleration of time during which the Option may be exercised,
notwithstanding the provisions of the Option setting forth the date or
dates on which all or any part of it may be exercised. No fractional
shares of Stock shall be issued under the Plan on account of any
adjustment specified above.
ARTICLE XI - COMPANY SUCCESSORS
11.1 IN GENERAL. If the Company shall be the surviving or resulting corporation
in any merger, sale of assets or sale of stock, consolidation, or corporate
reorganization (including a reorganization in which the holders of Stock
receive securities of another corporation), any Award granted hereunder
shall pertain to and apply to the securities to which a holder of Stock
would have been entitled. The Board shall make such appropriate
determinations and adjustments as it deems necessary so as to substantially
preserve the rights and benefits, both as to the number of shares and
otherwise, or Participants under this Plan.
ARTICLE XII - AMENDMENT
12.1 AMENDMENTS AND TERMINATION. The Plan shall terminate on the tenth (10th)
anniversary of the initial effective date of the Plan and, in addition, the
Board may at any time and from time to time alter, amend, suspend, or
terminate this Plan in whole or in part, except (i) without such
stockholder approval as may be required by law and the Company's charger,
no such action may be taken which changes the minimum Option price,
increases the maximum term of Options, materially increases the benefits
accruing to Participants hereunder, materially increases the number of
securities that may be issued pursuant to this Plan (except as provided in
Article X), extends the period of granting Awards hereunder, or materially
modifies the requirements as to eligibility for participation hereunder,
and (ii) without the consent of the Participant to whom any Award shall
theretofore have been granted, no such
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action may be taken that adversely affects the rights of such Participant
concerning such Award, except as such termination or amendment of this Plan
is required by statute, or rules and regulations promulgated thereunder, or
as otherwise permitted hereunder.
ARTICLE XIII - MISCELLANEOUS PROVISIONS
13.1 NONTRANSFERABILITY. Except by the laws of descent and distribution, no
benefit provided hereunder shall be subject to alienation, assignment, or
transfer by a Participant (or by any person entitled to such benefit
pursuant to the terms of this Plan), nor shall it be subject to attachment
or other legal process of whatever nature, and any attempted alienation,
assignment, attachment, or transfer shall be void and of no effect
whatsoever and upon any such attempt, the benefit shall terminate and be of
no force or effect. During participant's lifetime, Options granted to the
Participant shall be exercisable only by the Participant. Share of stock
shall be delivered only into the hands of the Participant entitled to
receive the same or into the hands of the Participant's authorized legal
representative.
13.2 NO EMPLOYMENT RIGHT. Neither this Plan nor any action taken hereunder shall
be construed as giving any right to any individual to be retained as a
director, officer, or employee of the Company.
13.3 TAX WITHHOLDING. The Company shall have the right to deduct from all Awards
paid by any federal, state, local, or employment taxes that it deems are
required by law to be withheld with respect to such payments. In the case
of Awards paid in Stock, the Participant receiving such Stock may be
required to pay the Company an Amount required to be withheld with respect
to such Stock. At the request of a Participant, such sums as may be
required for the payment of any estimated or accrued income tax liability
may be withheld and paid over to the governmental entity entitled to
receive same.
13.4 ACCELERATION. Except as otherwise provided hereunder, the Board may in its
discretion accelerate the time at which an Option granted hereunder may be
exercised.
13.5 FRACTIONAL SHARES. Any fractional shares concerning Awards shall be
eliminated at the time of payment or payout by rounding down for fractions
of less than one half (1/2) and rounding up for fractions equal to or more
than one half (1/2).
13.6 GOVERNMENT AND OTHER REGULATIONS. The obligation of the Company to make
payment of Awards in Stock or otherwise shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any government
agencies as may be deemed necessary or appropriate by the Board. If Stock
awarded hereunder
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may in certain circumstances be exempt from registration under the
Securities Act of 1933, the Company may restrict its transfer in such
manner as it deems advisable to ensure such exempt status.
13.7 INDEMNIFICATION. Each person who is or at any time serves as a member of
the Board shall be indemnified and held harmless by the Company against
and from (i) any loss, cost, liability, or expenses that may be imposed
upon or reasonably incurred by such person in connection with or
resulting from any claim, action, suit, or proceeding to which such
person may be a party or in which such person may be involved by reason
of any action or failure to act under this Plan; and (ii) any and all
amounts paid by such person in satisfaction of judgment in any such
action, suit, or proceeding relating to the Plan. Each person covered by
this indemnification shall give the Company an opportunity, at its own
expense, to handle and defend the same before such person undertakes to
handle and defend the same on such person's own behalf. The foregoing
right to indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the charter
or bylaws of the Company, as a matter of law, or otherwise, or any power
that the Company may have to indemnify such person or hold such person
harmless.
13.8 RELIANCE ON REPORTS. Each member of the Board shall be fully justified in
relying or acting in good faith upon any report made by the independent
public accountants of the Company, and upon any other information
furnished in connection with this Plan. In no event shall any person who
is or shall have been a member of the Board be liable for any
determination made or other action taken or any omission to act in
reliance upon any such report or information, or for any action taken,
including the furnishing of information, or failure to act, if in good
faith.
13.9 GOVERNING LAW. All matters relating to this Plan or to awards granted
hereunder shall be governed by the laws of the State of Georgia, without
regard to the principles of conflict of laws thereof, except to the
extent preempted by the laws of the United States.
13.10 RELATIONSHIP TO OTHER BENEFITS. No payment under this Plan shall be taken
into account in determining any benefits under any pension, retirement,
profit sharing, or group insurance plan of the Company.
13.11 EXPENSES. The expenses of implementing and administering this Plan shall
be borne by the Company.
13.12 TITLES AND HEADINGS. The titles and headings of the Articles and sections
in this Plan are for convenience of reference only, and in the event of
any conflict, the text of this Plan, rather than such titles or headings,
shall control.
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13.13 USE OF PROCEEDS. Proceeds from the sale of Stock pursuant to Options
granted under the Plan shall constitute general funds of the Company.
13.14 NONEXCLUSIVITY OF PLAN. Neither the adoption of the Plan by the Board nor
the submission of the Plan to the stockholders of the Company for
approval shall be construed as crating any limitation on the power of the
Board to adopt such other incentive arrangements as it may deem
desirable, including, without limitation, the granting of stock options
otherwise than under the Plan, and such arrangements may be applicable
either generally or only in specific cases.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed by
its duly authorized officer and its seal to be affixed hereto, effective, except
as specified to the contrary herein, as of July 13, 1999.
CAPITOL CITY BANCSHARES, INC. (SEAL)
BY:_____________________________________
As its:_________________________________
CAPITOL CITY BANK & TRUST COMPANY (SEAL)
BY:_____________________________________
As its:_________________________________
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CAPITOL CITY BANCSHARES, INC.
562 Lee Street, S.W.
Atlanta, Georgia 30311
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting
of Shareholders and Proxy Statement and does hereby appoint George G. Andrews
and Leon Goodrum and each of them, with full powers of substitution, as proxies
of the undersigned, to represent the undersigned and to vote all shares of
CAPITOL CITY BANCSHARES, INC. common stock which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Shareholders of
Capitol City Bancshares, Inc. to be held June 27, 2000, at 5:00 p.m. local time,
at 562 Lee Street, S.W., Atlanta, Georgia, and at any adjournment or
postponement thereof, with all the powers (other than the power to revoke the
proxy or vote in a manner not authorized by the exceeded form of proxy) which
the undersigned would have if personally present at such meeting, to act in
their discretion upon any other matter or matters which may properly be brought
before the meeting, and to appear and vote all the share of common stock which
the undersigned may be entitled to vote.
PROPOSAL 1: To elect the seventeen nominees listed below to serve as
directors for the following year:
_____ FOR all nominees listed below _____ WITHHOLD AUTHORITY to
(except as marked to the contrary below), vote for all nominees listed below.
George G. Andrews Marian S. Jordan
Dr. Gloria Campbell-D'Hue Kaneta R. Lott
J. Al Cochran Donald F. Marshall
Keith E. Evans George C. Miller, Jr.
Leon Goodrum Elvin Mitchell, Sr.
Agnes H. Harper Roy W. Sweat
Charles W. Harrison William Thomas
Robert A. Holmes Cordy T. Vivian
Moses M. Jones
INSTRUCTIONS: To withhold your vote for any individual nominee, strike a line
through the nominee's name in the list above.
(Continued on Reverse Side)
<PAGE>
UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED AS IF MARKED FOR ALL NOMINEES
---
LISTED ABOVE.
The Board of Directors recommends a vote FOR the election of the above nominees
to the Board of Directors.
PROPOSAL 2: To approve the Capital City Bancshares, Inc. Stock Option Plan.
_____ FOR approval of the _____ AGAINST approval of the
1999 Stock Incentive Plan 1999 Stock Incentive Plan
The Board of Directors recommends a vote FOR the approval of the Capital City
Bancshares, Inc. Stock Option Plan.
If other matters properly come before the meeting, the persons named herein as
proxy shall have the discretionary authority to vote with respect to such
matters after considering the recommendations of management.
Please sign below, date and return promptly in the enclosed, self-addressed
stamped envelope. When shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If the signatory is a corporation, please sign the
full corporate name by an authorized officer.
DATE: ____________________________, 2000.
INDIVIDUALS: ENTITIES: (Please Print)
___________________________________ ___________________________________
Name (Please print) By:
___________________________________ ___________________________________
Signature Signature
___________________________________ ___________________________________
Name of Joint Tenant or Tenant-In- Position
Common if any (Please Print)
____________________________________ ___________________________________
Signature of Joint Tenant or Tenant-
In-Common, if any
