<PAGE> 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. N/A)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
<TABLE>
<S> <C>
Check the appropriate box: [ ] Confidential, for Use of
[ ] Preliminary proxy statement the Commission Only (as
[X] Definitive proxy statement permitted by Rule 14a-6(e)(2)
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
COMMUNITY CAPITAL BANCSHARES, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than 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 transactions 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:
<PAGE> 2
COMMUNITY CAPITAL BANCSHARES, INC.
2815 MEREDYTH DRIVE
ALBANY, GEORGIA
31707
(912) 446-2265
March 27, 2000
Dear Shareholder:
You are cordially invited to attend our annual meeting of shareholders,
which will be held at the Merry Acres Conference Center, 1504 Dawson Road,
Albany, Georgia 31707, on Monday, April 24, 2000, at 1:30 p.m. I sincerely hope
that you will be able to attend the meeting, and I look forward to seeing you.
The attached notice of the annual meeting and proxy statement describes the
formal business to be transacted at the meeting. We will also report on our
operations during the past year and during the first quarter of fiscal year
2000, as well as our plans for the future.
A copy of our annual report, which contains information on our operations
and financial performance as well as our audited financial statements, is also
included with this proxy statement.
Please take this opportunity to become involved in the affairs of Community
Capital. Whether or not you expect to be present at the meeting, please mark,
date, and sign the enclosed proxy card, and return it to us in the envelope
provided as soon as possible. Returning the proxy card will NOT deprive you of
your right to attend the meeting and vote your shares in person. If you attend
the meeting, you may withdraw your proxy and vote your own shares.
Sincerely,
/s/ ROBERT E. LEE
Robert E. Lee
President
<PAGE> 3
COMMUNITY CAPITAL BANCSHARES, INC.
2815 MEREDYTH DRIVE
ALBANY, GEORGIA 31707
(912) 446-2265
---------------------
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 2000
---------------------
The annual meeting of shareholders of Community Capital Bancshares, Inc.
will be held on Monday, April 24, 2000, at 1:30 p.m. at the Merry Acres
Conference Center, 1504 Dawson Road, Albany, Georgia 31707 for the following
purposes:
(1) To elect five persons to serve as Class I directors for a three-year
term; and
(2) To transact any other business as may properly come before the
meeting or any adjournments of the meeting.
The board of directors has set the close of business on March 23, 2000, as
the record date for determining the shareholders who are entitled to notice of,
and to vote at, the meeting.
We hope that you will be able to attend the meeting. We ask, however,
whether or not you plan to attend the meeting, that you mark, date, sign, and
return the enclosed proxy card as soon as possible. Promptly returning your
proxy card will help ensure the greatest number of shareholders are present
whether in person or by proxy.
If you attend the meeting in person, you may revoke your proxy at the
meeting and vote your shares in person. You may revoke your proxy at any time
before the proxy is exercised.
By Order of the Board of Directors,
/s/ ROBERT E. LEE
Robert E. Lee
President
March 27, 2000
<PAGE> 4
COMMUNITY CAPITAL BANCSHARES, INC.
2815 MEREDYTH DRIVE
ALBANY, GEORGIA 31707
(912) 446-2265
---------------------
PROXY STATEMENT FOR 2000 ANNUAL MEETING
---------------------
INTRODUCTION
TIME AND PLACE OF THE MEETING
Our board of directors is furnishing this proxy statement in connection
with its solicitation of proxies for use at the annual meeting of shareholders
to be held on Monday, April 24, 2000, and at any adjournments of the meeting.
RECORD DATE AND MAILING DATE
The close of business on March 23, 2000, is the record date for the
determination of shareholders entitled to notice of and to vote at the meeting.
We first mailed this proxy statement and the accompanying proxy card to
shareholders on or about March 27, 2000.
NUMBER OF SHARES OUTSTANDING
As of the close of business on the record date, Community Capital had
10,000,000 shares of common stock, $1.00 par value authorized, of which
1,050,000 shares were issued and outstanding. Each issued and outstanding share
is entitled to one vote on all matters presented at the meeting.
VOTING AT THE ANNUAL MEETING
PROPOSAL TO BE CONSIDERED
Shareholders will be asked to elect five persons to serve as Class I
directors for a three-year term. The persons nominated to serve as Class I
directors as well as the continuing Class II and Class III directors are
described beginning on page 3. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
APPROVAL OF THIS PROPOSAL.
PROCEDURES FOR VOTING BY PROXY
If you properly sign, return and do not revoke your proxy, the persons
appointed as proxies will vote your shares according to the instructions you
have specified on the proxy card. If you sign and return your proxy card but do
not specify how the persons appointed as proxies are to vote your shares, your
proxy will be voted FOR the election of the director nominees and in the best
judgment of the persons appointed as proxies as to all other matters properly
brought before the meeting. If any nominee for election to the board of
directors named in this proxy statement becomes unavailable for election for any
reason, the proxy will be voted for a substitute nominee selected by the board
of directors.
You can revoke your proxy at any time before it is voted by delivering to
Robert E. Lee, president of Community Capital, at the main office of Community
Capital, either a written revocation of the proxy or a duly executed proxy
bearing a later date or by attending the meeting and voting in person.
REQUIREMENTS FOR SHAREHOLDER APPROVAL
A quorum will be present at the meeting if a majority of the outstanding
shares of common stock are represented in person or by valid proxy. We will
count abstentions and broker non-votes, which are
<PAGE> 5
described below, in determining whether a quorum exists. Only those votes
actually cast for the election of a director, however, will be counted for
purposes of determining whether a particular director nominee received
sufficient votes to be elected. To be elected, a director nominee must receive
more votes than any other nominee for the same seat on the board of directors.
As a result, if you withhold your vote as to one or more nominees, it will have
no effect on the outcome of the election unless you cast that vote for a
competing nominee. At the present time we do not know of any competing nominees.
Approval of any other matter that may properly come before the annual
meeting requires the affirmative vote of a majority of shares of common stock
present in person or by proxy and entitled to vote on the matter. Abstentions
and broker non-votes will be counted in determining the minimum number of votes
required for approval and will, therefore, have the effect of negative votes.
Abstentions. A shareholder who is present in person or by proxy at the
annual meeting and who abstains from voting on any or all proposals will be
included in the number of shareholders present at the annual meeting for the
purpose of determining the presence of a quorum. Abstentions do not count as
votes in favor of or against a given matter.
Broker Non-Votes. Brokers who hold shares for the accounts of their
clients may vote these shares either as directed by their clients or in their
own discretion if permitted by the exchange or other organization of which they
are members. Proxies that brokers do not vote on one or more proposals but that
they do vote on others are referred to as "broker non-votes" with respect to the
proposal(s) not voted upon. Broker non-votes are included in determining the
presence of a quorum. A broker non-vote, however, does not count as a vote in
favor of or against a particular proposal for which the broker has no
discretionary voting authority.
SOLICITATION OF PROXIES
Community Capital will pay the cost of proxy solicitation. Our directors,
officers and employees may, without additional compensation, solicit proxies by
personal interview, telephone, fax, or otherwise. We will direct brokerage firms
or other custodians, nominees or fiduciaries to forward our proxy solicitation
material to the beneficial owners of common stock held of record by these
institutions and will reimburse them for the reasonable out-of-pocket expenses
they incur in connection with this process.
2
<PAGE> 6
PROPOSAL ONE:
ELECTION OF DIRECTORS
The board of directors consists of 15 members and is divided into three
classes with five members in each class. The directors in each class serve for
staggered terms of three years each. The term of each class expires at the
annual meeting in the years indicated below and upon the election and
qualification of their successor. The Board recommends that the shareholders
elect the nominees identified below as director nominees to serve as Class I
directors for a three-year term expiring in 2003. The following table shows for
each nominee and continuing director: (a) his or her name, (b) his or her age at
December 31, 1999, (c) how long he or she has been a director of Community
Capital, (d) his or her position(s) with Community Capital, other than as a
director, and (e) his or her principal occupation and recent business
experience.
CLASS I DIRECTORS NOMINEES:
(For Three-Year Term Expiring 2000)
<TABLE>
<CAPTION>
POSITION WITH COMMUNITY CAPITAL
NAME AGE DIRECTOR SINCE AND BUSINESS EXPERIENCE
- ---- --- -------------- -------------------------------------
<S> <C> <C> <C>
Charles M. Jones, III................ 49 1998 Chairman of the Board of Directors of
Community Capital and Albany Bank &
Trust and Chief Executive Officer
of Community Capital; Chief
Executive Officer, Consolidated
Loan & Mortgage Co. and affiliated
companies
Van Cise Knowles..................... 59 1998 Surgeon, Van C. Knowles M.D., P. C.
Robert E. Lee(1)..................... 47 1998 President of Community Capital and
Albany Bank & Trust and Chief
Executive Officer of Albany Bank &
Trust
Corinne C. Martin.................... 57 1998 Ownership interest in Carlton Co., a
family owned business and
Caterpillar equipment distributor
William F. McAfee.................... 62 1998 Business Owner, Bill McAfee Leasing,
a commercial truck lessor; Sales
Manager, Allstar International, a
commercial truck dealership
</TABLE>
- ---------------
(1) Mr. Lee has served as president of Community Capital since August 1, 1998.
Prior to becoming an officer of Community Capital, Mr. Lee served as
executive vice president and chief financial officer of a community bank.
3
<PAGE> 7
CONTINUING CLASS II DIRECTORS:
(Term Expiring 2001)
<TABLE>
<CAPTION>
POSITION WITH COMMUNITY CAPITAL
NAME AGE DIRECTOR SINCE AND BUSINESS EXPERIENCE
- ---- ----- -------------- ----------------------------------
<S> <C> <C> <C>
C. Richard Langley.................. 51 1998 Attorney, Langley & Lee
Bennett D. Cotten, Jr............... 46 1998 Orthopedic Surgeon, Southwest
Georgia Orthopedic and Sports
Medicine
Jane Anne D. Sullivan............... 40 1998 Business Owner, Buildings Exchange,
a real estate holding company
John P. Ventulett, Jr............... 51 1998 Executive Insurance Agent, Howard
Ventulett and Bishop Insurers,
Inc.
James D. Woods...................... 56 1998 Medical Doctor, Drs. Adams and
Woods, M.D. P.C. Medical Practice
</TABLE>
CONTINUING CLASS III DIRECTORS:
(Term Expiring 2002)
<TABLE>
<CAPTION>
POSITION WITH COMMUNITY CAPITAL
NAME AGE DIRECTOR SINCE AND BUSINESS EXPERIENCE
- ---- ----- -------------- -------------------------------
<S> <C> <C> <C>
Robert M. Beauchamp................. 37 1998 Attorney, Beauchamp-Associate LLC
Glenn A. Dowling.................... 67 1998 Podiatrist, Managing Partner,
Ambulatory Surgery Center and
Albany Podiatry Associates;
Business Owner and Developer,
Partridge Pea Plantation
Mary Helen Dykes.................... 49 1998 Business Owner/Administrator,
Secretary and Treasurer, Bob's
Candies, Inc.
Mark M. Shoemaker................... 45 1998 Medical Doctor, Albany Anesthesia
Associates
Lawrence B. Willson................. 49 1998 Business Administrator, Vice
President and Farm Manager,
Sunnyland Farms, Inc.
</TABLE>
MEETINGS AND COMMITTEES OF THE BOARD
During the year ended December 31, 1999, the board of directors of
Community Capital held 11 meetings and the board of directors of Albany Bank &
Trust held 12 meetings. The directors of Albany Bank & Trust are the same as
those of Community Capital. All incumbent directors attended at least 75% of the
total number of meetings of Community Capital's and Albany Bank & Trust's board
of directors and committees of the board on which he or she serves except for
Mr. Beauchamp who attended 71% of these meetings.
The board of directors has established a compensation committee which
establishes compensation levels for officers of Community Capital and Albany
Bank & Trust, reviews management organization and development, reviews
significant employee benefit programs and establishes and administers executive
compensation programs, including the Community Capital Bancshares, Inc. 1998
Stock Incentive Plan. The compensation committee is chaired by Van Cise Knowles
and also includes Charles M. Jones, III, Robert E. Lee and Jane Anne D.
Sullivan. The compensation committee held three meetings during the year ended
December 31, 1999.
4
<PAGE> 8
The board of directors has established an audit and compliance committee,
which recommends to the board of directors the independent public accountants to
be selected to audit Community Capital and Albany Bank & Trust's annual
financial statements and approves any special assignments given to the
independent public accountants. The audit and compliance committee also reviews
the planned scope of the annual audit, any changes in accounting principles and
the effectiveness and efficiency of Community Capital's and Albany Bank &
Trust's internal accounting staff. Additionally, the audit and compliance
committee provides oversight to Community Capital's and Albany Bank & Trust's
compliance with regulatory rules and regulations, including the Community
Reinvestment Act. The audit and compliance committee is chaired by William F.
McAfee and also includes Glenn A. Dowling and C. Richard Langley. The audit and
compliance committee held one meeting during the year ended December 31, 1999.
The board of directors does not have a nominating committee.
5
<PAGE> 9
EXECUTIVE OFFICERS
The following table shows for each executive officer of Community Capital:
(a) his name, (b) his age at December 31, 1999, (c) how long he has been an
officer of Community Capital, and (d) his positions with Community Capital and
Albany Bank & Trust:
<TABLE>
<CAPTION>
POSITION WITH COMMUNITY
NAME AGE OFFICER SINCE CAPITAL AND ALBANY BANK & TRUST
- ---- --- ------------- -------------------------------------
<S> <C> <C> <C>
Charles M. Jones, III................ 49 1998 Chief Executive Officer of Community
Capital
Robert E. Lee........................ 47 1998 President of Community Capital and
Albany Bank & Trust and Chief
Executive Officer of Albany Bank &
Trust
David J. Baranko..................... 43 1999 Chief Financial Officer of Community
Capital and Albany Bank & Trust
David C. Guillebeau.................. 38 1998 Executive Vice President and Senior
Lending Officer of Albany Bank &
Trust
</TABLE>
COMPENSATION
The following table sets forth information concerning the annual and
long-term compensation for services in all capacities to Community Capital for
the fiscal years 1999 and 1998 of our chief executive officer and our president.
No other executive officer received a combined payment of salary and bonus in
excess of $100,000 for services rendered to Community Capital during 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION AWARDS
ANNUAL COMPENSATION ---------------------------------
------------------------------- NUMBER OF ALL OTHER
COMPENSATION SALARY BONUS SECURITIES COMPENSATION
NAME AND POSITION YEAR ($) ($) UNDERLYING OPTIONS ($)
- ----------------- ------------ ------- ------ ------------------ ------------
<S> <C> <C> <C> <C> <C>
Charles M Jones, III................. 1999 0 0 15,000 0
1998 0 0 0 0
Robert E. Lee,....................... 1999 108,333 15,000 52,500 6,057(1)
President 1998 45,832 0 0 0
</TABLE>
- ---------------
(1) Includes a matching contribution to Mr. Lee's 401K plan of $3,699 and
premiums paid on a term life insurance policy for the benefit of Mr. Lee of
$2,388.
6
<PAGE> 10
The following tables set forth information at December 31, 1999, and for
the fiscal year then ended, concerning stock options granted to the executive
officers listed in the Summary Compensation Table. The listed executive officers
did not exercise any options to purchase common stock of Community Capital
during 1999. We have not granted any stock appreciation rights, restricted stock
or stock incentives other than stock options.
STOCK OPTION GRANTS IN FISCAL 1999
<TABLE>
<CAPTION>
PERCENT OF
TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES IN EXERCISE PRICE
NAME OPTIONS GRANTED FISCAL YEAR PER SHARE EXPIRATION DATE
- ---- --------------- ------------ -------------- -----------------
<S> <C> <C> <C> <C>
Charles M. Jones, III................ 15,000(1) 14.5 $10.50 November 15, 2009
Robert E. Lee........................ 52,500(2) 50.8 10.00 March 11, 2009
</TABLE>
- ---------------
(1) The option vests and becomes exercisable in five equal annual increments
beginning on November 15, 2000, the one-year anniversary of the grant date.
(2) The option vests and becomes exercisable in five equal annual increments
beginning on March 11, 2000, the one-year anniversary of the grant date.
AGGREGATED OPTION EXERCISES IN FISCAL 1999 AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
NUMBER OF UNDERLYING IN-THE-MONEY OPTIONS AT
SHARES UNEXERCISED OPTIONS DECEMBER 31, 1999
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Charles M. Jones, III.......... 0 $0 0 15,000 $ 0 $11,250
Robert E. Lee.................. 0 0 10,500 42,000 13,125 52,500
</TABLE>
EMPLOYMENT AGREEMENT
On August 19, 1998, Community Capital and Albany Bank & Trust entered into
an employment agreement with Mr. Lee regarding Mr. Lee's employment as Community
Capital's President. The initial term of the agreement began on August 1, 1998,
and runs until July 31, 2003. At the end of the initial five-year term and at
the end of any extension of the term, the agreement will be automatically
extended for a period of twelve months, unless a party to agreement provides
notice to the other parties that he or it does not intend to extend the
agreement.
Mr. Lee's base salary under the agreement is $110,000 per year. The board
of directors is required to review the base salary amount annually, and the base
salary may be increased by an amount determined by the board of directors. The
agreement also provides that Mr. Lee is entitled to a cash bonus based on
Community Capital's earnings, provided that the board of directors determines,
according to reasonable safety and soundness standards, that the overall
financial condition of Albany Bank & Trust will not be adversely affected by the
payment of the bonus. Additionally, under the agreement, Mr. Lee received a cash
bonus of $15,000 upon the opening of Albany Bank & Trust. Under the terms of the
agreements on March 11, 1999, we granted Mr. Lee a ten-year incentive stock
option to purchase 52,500 shares of Community Capital's common stock. See "Stock
Option Grants in Fiscal 1999" and "Aggregate Option Exercises in Fiscal 1999 and
Fiscal Year End Option Values" above. Additionally, the agreement generally
requires Community Capital to provide Mr. Lee with an automobile, health
insurance, life insurance, vacation time, reimbursement for reasonable business
expenses and club memberships and other customary benefits.
Generally, in the event Mr. Lee is terminated by Community Capital without
cause or Mr. Lee terminates his employment with cause, Community Capital will be
required to meet its obligations with respect to Mr. Lee's compensation for a
period equal to the greater of twelve months from the date of
7
<PAGE> 11
termination or the remaining term of the agreement. In the event Community
Capital terminates Mr. Lee's employment due to his permanent disability,
Community Capital will be required to meet its obligations with respect to Mr.
Lee's compensation for a period of twelve months following the termination. If
Mr. Lee terminates his employment within six months following a change of
control of Community Capital, Mr. Lee will be entitled to a cash payment equal
to 2.99 times his average base salary for the preceding three years.
If Mr. Lee's employment is terminated by Community Capital with cause or
Mr. Lee terminates his employment without cause or upon a change of control, Mr.
Lee will generally be prohibited from competing with Albany Bank & Trust or
soliciting its customers or employees for a period of twelve months from the
date of termination.
DIRECTOR COMPENSATION
The directors of Community Capital and Albany Bank & Trust were not
separately compensated for their services as directors during 1999. As of
January, 2000, directors of Community Capital receive $100 for each board
meeting attended. Additionally, during the second quarter of 2000, we plan to
grant our chairman of the board a non-qualified option to purchase approximately
200 shares of our common stock and to grant every other non-employee director a
non-qualified option to purchase approximately 100 shares of Community Capital's
common stock for their services as directors during 2000. Generally, the options
will vest in 20% increments over five years, have a maximum term of ten years,
and have an exercise price equal to the fair market value of the common stock on
the grant date. Directors of Albany Bank & Trust will not be separately
compensated for their services as directors until Albany Bank & Trust is
cumulatively profitable.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of the record date, the number of shares
common stock beneficially owned by (a) each current director of Community
Capital, (b) each executive officer listed in the Summary Compensation Table,
and (c) all current executive officers and directors as a group. As of March 20,
2000, Community Capital did not have any non-director shareholders who
beneficially owned more than 5% of the outstanding common stock. The information
shown below is based upon information furnished to Community Capital by the
named persons. Additionally, the address for each person listed below is 2815
Meredyth Drive, Albany, Georgia 31707.
Information relating to beneficial ownership of Community Capital is based
upon "beneficial ownership" concepts described in the rules issued under the
Securities Exchange Act of 1934, as amended. Under these rules a person is
deemed to be a "beneficial owner" of a security if that person has or shares
"voting power," which includes the power to vote or to direct the voting of the
security, or "investment power," which includes the power to dispose or to
direct the disposition of the security. Under the rules, more than one person
may be deemed to be a beneficial owner of the same securities. A person is also
deemed to be a beneficial owner of any security as to which that person has the
right to acquire beneficial ownership within sixty (60) days from the record
date. Unless otherwise indicated in the "Nature of Beneficial Ownership" column,
each person is the record owner of and has sole voting and investment power with
respect to his or her shares.
<TABLE>
<CAPTION>
NUMBER OF
SHARES SUBJECT TO
OPTIONS/WARRANTS AGGREGATE
NUMBER EXERCISABLE NUMBER OF PERCENT NATURE OF
NAME AND ADDRESS OF SHARES WITHIN 60 DAYS SHARES OF CLASS BENEFICIAL OWNERSHIP
---------------- --------- ----------------- --------- -------- -------------------------
<S> <C> <C> <C> <C> <C>
DIRECTORS:
Charles M. Jones, III 30,000 3,000 33,000 3.1
Van Cise Knowles 16,000 3,000 19,000 1.8
</TABLE>
8
<PAGE> 12
<TABLE>
<CAPTION>
NUMBER OF
SHARES SUBJECT TO
OPTIONS/WARRANTS AGGREGATE
NUMBER EXERCISABLE NUMBER OF PERCENT NATURE OF
NAME AND ADDRESS OF SHARES WITHIN 60 DAYS SHARES OF CLASS BENEFICIAL OWNERSHIP
---------------- --------- ----------------- --------- -------- -------------------------
<S> <C> <C> <C> <C> <C>
Robert E. Lee 50,000 13,500 63,500 6.0 Includes 22,500 shares
held in an IRA for the
benefit of Mr. Lee.
Corinne C. Martin 24,000 3,000 27,000 2.6 Includes 3,000 shares
held by Ms. Martin as
trustee for
grandchildren as to
which beneficial
ownership is shared.
William F. McAfee 15,000 3,000 18,000 1.7
C. Richard Langley 11,700 2,340 14,040 1.3
Bennett D. Cotten, Jr. 10,000 2,000 12,000 1.1
Jane Anne D. Sullivan 20,000 3,000 23,000 2.2 Includes 5,000 shares
owned by Ms. Sullivan's
children as to which
beneficial ownership is
shared.
John P. Ventulett, Jr. 15,000 3,000 18,000 1.7
James D. Woods 15,000 3,000 18,000 1.7 Includes 15,000 shares
held in a profit
sharing plan for the
benefit of Dr. Woods.
Robert M. Beauchamp 20,000 3,000 23,000 2.2
Glenn A. Dowling 15,000 3,000 18,000 1.7
Mary Helen Dykes 10,000 2,000 12,000 1.1
Mark M. Shoemaker 15,000 3,000 18,000 1.7
Lawrence B. Willson 15,000 3,000 18,000 1.7
EXECUTIVE OFFICERS*:
David J. Baranko 3,100 800 3,900 0.4 Includes 3,100 shares
held in an IRA for the
benefit of Mr. Baranko.
David C. Guillebeau 5,000 4,200 9,200 0.9
------- ------ ------- ----
ALL DIRECTORS AND 289,800 57,840 347,640 31.4
EXECUTIVE OFFICERS, AS
A GROUP
</TABLE>
- ---------------
* Mr. Jones and Mr. Lee are also executive officers of Community Capital.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 (a) of the Securities Exchange Act of 1934 requires Community
Capital's directors and executive officers and persons who own beneficially more
than 10% of Community Capital's outstanding common stock to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in their ownership of Community Capital's common stock. Directors,
executive officers and greater than 10% shareholders are required to furnish
Community Capital with copies of the forms they file. To our knowledge, based
solely on a review of the copies of these reports furnished to Community
Capital, during the fiscal year ended December 31, 1999, all of our directors
and executive
9
<PAGE> 13
officers, who are listed above, complied with all applicable Section 16(a)
filing requirements, except for Ms. Martin who filed late one report covering
three purchases of our common stock.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Community Capital and Albany Bank & Trust have banking and other business
transactions in the ordinary course of business with directors and officers of
Community Capital and Albany Bank & Trust and their affiliates, including
members of their families, corporations, partnerships or other organizations in
which the directors and officers have a controlling interest. These transactions
are on substantially the same terms (including price, interest rate and
collateral) as those prevailing at the same time for comparable transactions
with unrelated parties. In the opinion of management, these transactions do not
involve more than the normal risk of collectibility or present other unfavorable
features to Community Capital or Albany Bank & Trust.
INDEPENDENT PUBLIC ACCOUNTANTS
Community Capital has selected the accounting firm of Mauldin & Jenkins,
LLC to serve as auditors for Community Capital for the current year. The firm of
Mauldin & Jenkins, LLC has served as Community Capital's auditors since 1998. A
representative of the firm is expected to be present at the meeting and will be
given the opportunity to make a statement if he or she desires to do so and will
be available to respond to appropriate questions from shareholders.
SHAREHOLDER PROPOSALS
Shareholder proposals submitted for consideration at the next annual
meeting of shareholders must be received by Community Capital no later than
December 1, 2000, to be included in the 2001 proxy materials. A shareholder must
notify Community Capital before February 1, 2001, if the shareholder has a
proposal to present at the 2001 annual meeting which the shareholder intends to
present other than by inclusion in Community Capital's proxy material. If
Community Capital does not receive such notice prior to February 1, 2001,
proxies solicited by the management of Community Capital will confer
discretionary authority upon the management of Community Capital to vote upon
any such proposal.
OTHER MATTERS
The board of directors of Community Capital knows of no other matters that
may be brought before the meeting. If, however, any matters other than the
election of directors or matters to related to the election, should properly
come before the meeting, votes will be cast pursuant to the proxies in
accordance with the best judgment of the proxyholders.
If you cannot be present in person, you are requested to complete, sign,
date, and return the enclosed proxy promptly. An envelope has been provided for
that purpose. No postage is required if mailed in the United States.
March 27, 2000
10
<PAGE> 14
PROXY COMMUNITY CAPITAL BANCSHARES, INC.
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, APRIL 24, 2000
The undersigned hereby appoints Robert E. Lee or Charles M. Jones, III or
either of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes them or either of them to represent and to vote, as designated
below, all of the common stock of Community Capital Bancshares, Inc., which the
undersigned would be entitled to vote if personally present at the annual
meeting of shareholders to be held at the Merry Acres Conference Center, 1504
Dawson Road, Albany, Georgia 31707 and at any adjournments of the annual
meeting, upon the proposal described in the accompanying Notice of the Annual
Meeting and the Proxy Statement relating to the annual meeting, receipt of which
are hereby acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL.
PROPOSAL 1: To elect the five (5) persons listed below to serve as Class I
Directors of Community Capital Bancshares, Inc. for a three-year
term:
Charles M. Jones, III, Van Cise Knowles, Robert E. Lee, Corinne C. Martin,
William F. McAfee
<TABLE>
<S> <C>
[ ] FOR all nominees listed above (except as [ ] WITHHOLD authority to vote
indicated below) for all nominees listed above
</TABLE>
INSTRUCTION: To withhold authority for any individual nominee, mark "FOR"
above, and write the nominee's name in this space.
- --------------------------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION TO THE CONTRARY IS INDICATED, IT WILL
BE VOTED FOR THE PROPOSAL.
DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER
MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING.
If stock is held in the name of more than one person, all holders must sign.
Signatures should correspond exactly with the name or names appearing on the
stock certificate(s). When signing as attorney, executor, administrator, trustee
or guardian, please give full title as such. If a corporation, please sign in
full corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
------------------------------
Signature(s) of Shareholder(s)
------------------------------
Name(s) of Shareholders(s)
Date:
- --------------------------------------------------------------------------, 2000
(Be sure to date your Proxy)
[LABEL]
Please mark, sign and date this Proxy, and return it in the enclosed
return-addressed envelope. No postage necessary.
I WILL ____________ WILL NOT ____________ ATTEND THE ANNUAL SHAREHOLDERS
MEETING.
PLEASE RETURN PROXY AS SOON AS POSSIBLE
