<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
[X] Definitive Proxy Statement Commission Only (as Permitted by
Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
CCBT BANCORP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
<PAGE>
CCBT BANCORP, INC.
307 Main Street
Hyannis, Massachusetts 02601
(508) 394-1300
March 22, 1999
Dear Stockholder:
You are cordially invited to attend the 1999 Annual Meeting of Stockholders
(the "Annual Meeting") of CCBT Bancorp, Inc. (the "Company") to be held on
Thursday, April 22, 1999 at the Sheraton Hyannis Resort, West End Circle,
Hyannis, Massachusetts, 02601 at 11 a.m., local time.
The Annual Meeting has been called for the following purposes:
1. To fix the number of Directors.
2. To elect two Directors of the Company for a three-year term.
3. To elect a Clerk.
4. To transact such other business as may properly come before the
meeting and any postponements or adjournments thereof.
The Board of Directors of the Company unanimously recommends that
stockholders vote FOR approval and adoption of Proposals One, Two and Three.
On behalf of the management and directors of the Company, I am pleased to be
able to send you the enclosed Proxy Statement which includes information about
the Company and details about the proposals. I urge you to read these
materials carefully.
Sincerely,
/s/ Stephen B. Lawson
STEPHEN B. LAWSON
President and Chief Executive
Officer
REGARDLESS OF THE NUMBER OF SHARES YOU MAY OWN, IT IS IMPORTANT THAT YOUR
SHARES BE REPRESENTED AT THE ANNUAL MEETING. ACCORDINGLY, PLEASE PROMPTLY SIGN
AND RETURN YOUR PROXY CARD IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU PLAN TO
ATTEND THE ANNUAL MEETING. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN
PERSON WHETHER OR NOT YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.
<PAGE>
CCBT BANCORP, INC.
307 Main Street
Hyannis, Massachusetts 02601
(508) 394-1300
----------------
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On April 22, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of CCBT
Bancorp, Inc. (the "Company"), will be held on Thursday, April 22, 1999, at
the Sheraton Hyannis Resort, West End Circle, Hyannis, Massachusetts, 02601 at
11 a.m., local time (together with all adjournments and postponements thereof,
the "Annual Meeting") for the following purposes:
1. To fix the number of Directors.
2. To elect two Directors of the Company for a three-year term.
3. To elect a Clerk.
4. To transact such other business as may properly come before the
meeting and any postponements or adjournments thereof.
The Board of Directors of the Company has fixed the close of business on
March 8, 1999 as the record date (the "Record Date") for determination of
stockholders entitled to notice of and to vote at the Annual Meeting and any
adjournments or postponements thereof. In the event that there are not
sufficient votes to approve the foregoing proposals at the time of the Annual
Meeting, the Annual Meeting may be adjourned or postponed in order to permit
further solicitation of proxies by the Company.
The above matters are described in detail in the accompanying Proxy
Statement.
Directions to the Meeting: Go west to the end of Main Street, Hyannis, to
the Rotary. Take the third right off the Rotary, just past the Paddock
Restaurant. The Sheraton Hyannis Resort will be on the left.
By Order of the Board of Directors,
/s/ John S. Burnett
JOHN S. BURNETT
Clerk
Hyannis, Massachusetts
March 22, 1999
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE
COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. IF YOU ATTEND THE ANNUAL MEETING AND DESIRE TO WITHDRAW YOUR PROXY
AND VOTE IN PERSON, YOU MAY DO SO.
<PAGE>
VOTING, REVOCATION AND SOLICITATION OF PROXIES
The Company
CCBT Bancorp, Inc. (the "Company") is a bank holding company principally
conducting business through Cape Cod Bank and Trust Company (the "Bank"). On
February 11, 1999, the Company and the Bank completed a reorganization (the
"Reorganization") by which the Bank ceased to be a public company and became a
wholly-owned subsidiary of the Company, and each issued and outstanding share
of common stock of the Bank was converted into and exchanged for one share of
common stock, $1.00 par value per share, of the Company (the "Common Stock").
Moreover, options formerly exercisable for shares of the Bank's common stock
are now exercisable for shares of the Company's Common Stock.
Annual Meeting
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the 1999 Annual
Meeting of Stockholders of the Company to be held at the Sheraton Hyannis
Resort, West End Circle, Hyannis, Massachusetts, 02601 at 11 a.m., local time,
on Thursday, April 22, 1999, and any adjournments or postponements thereof,
for the purposes set forth in this Proxy Statement.
At the Annual Meeting, stockholders of the Company will be asked to consider
and vote upon the following matters:
1. To fix the number of Directors.
2. To elect two Directors of the Company for a three-year term.
3. To elect a Clerk.
4. To transact such other business as may properly come before the meeting
and any postponements or adjournments thereof.
Record Date
The Board of Directors of the Company has fixed the close of business on
March 8, 1999 as the Record Date. Only the holders of shares of Company Common
Stock of record at the close of business on the Record Date will be entitled
to notice of and to vote at the Annual Meeting and any adjournments or
postponements thereof. At the Record Date, 9,028,064 shares of Company Common
Stock were outstanding and entitled to vote. The presence in person or by
proxy of the holders of a majority of the issued and outstanding shares of
Company Common Stock entitled to vote is required to constitute a quorum at
the Annual Meeting.
Proxies, Voting and Revocations
Shares represented by a properly executed proxy received prior to the vote
at the Annual Meeting and not revoked will be voted at the Annual Meeting as
directed in the proxy. If a proxy is submitted and no directions are given,
the proxy will be voted for the approval and adoption of the proposals to be
considered at the Annual Meeting.
The Company intends to count (i) shares of Company Common Stock for which
proxies or ballots have been received but with respect to which holders of
shares have abstained on any matter and (ii) broker non-votes as present for
purposes of determining the presence or absence of a quorum for the
transaction of business.
1
<PAGE>
The persons named as proxies by stockholders may propose and vote for one or
more adjournments or postponements of the Annual Meeting to permit further
solicitation of proxies in favor of the proposals to be considered at the
Annual Meeting.
A holder of record of Company Common Stock may revoke a proxy by filing an
instrument of revocation with John S. Burnett, Clerk of the Company, 307 Main
Street, Hyannis, Massachusetts 02601. Such stockholder may also revoke a proxy
by filing a duly executed proxy bearing a later date, or by appearing at the
Annual Meeting in person, notifying the Clerk, and voting by ballot at the
Annual Meeting. Any stockholder of record attending the Annual Meeting may
vote in person whether or not a proxy has been previously given, but the mere
presence (without notifying the Clerk) of a stockholder at the Annual Meeting
will not constitute revocation of a previously given proxy.
The presence in person or by proxy of at least a majority of the total
number of issued and outstanding shares of Common Stock is necessary to
constitute a quorum for the transaction of business at the Annual Meeting. A
quorum being present, a plurality of the votes cast at the Annual meeting is
necessary to elect each of the nominees for Director and the vote of at least
a majority of the total number of issued and outstanding shares of Common
Stock is required for the approval of Proposals One and Three.
In accordance with applicable state law, abstentions, votes withheld for
director nominees and broker non-votes (shares represented at the meeting
which are held by a broker or other nominee and as to which (i) instructions
have not been received from the beneficial owner or the person entitled to
vote and (ii) the broker or nominee does not have discretionary voting power)
shall be treated as shares that are present and entitled to vote for the
purpose of determining whether a quorum is present. Abstentions and broker
non-votes will not be counted as voting at the Annual Meeting and therefore
will have no effect on the outcome of Proposals One, Two or Three.
Solicitation and Other Expenses
The Company will bear the cost of soliciting proxies from its stockholders,
including mailing costs and printing costs in connection with this Proxy
Statement. In addition to the use of the mails, proxies may be solicited by
the directors, officers and certain employees of the Company, and by personal
interview, telephone or telegram. Such directors, officers and employees will
not receive additional compensation for such solicitation but may be
reimbursed for reasonable out-of-pocket expenses incurred in connection
therewith. The Company may also make arrangements with brokerage houses and
other custodians, nominees and fiduciaries for the forwarding of solicitation
material to the beneficial owners of Company Common Stock. The Company may
reimburse such custodians, nominees and fiduciaries for reasonable out-of-
pocket expenses incurred in connection therewith.
2
<PAGE>
PROPOSAL ONE
NUMBER OF DIRECTORS
The By-laws of the Company provide that the Board of Directors of the
Company shall consist of not less than six nor more than sixteen Directors as
fixed at each Annual Meeting of Stockholders. The Board of Directors of the
Company currently consists of six members and is divided into three classes.
Each class consists of two members. The term of office of the Directors in one
of the classes expires in each year, and their successors are elected at each
annual meeting of stockholders for a term of three years and until their
successors are elected and qualified. It is the recommendation of management
to fix the number of Directors at six (6).
Unless authority to do so has been repealed or limited in the proxy, it is
the intention of the persons named in the proxy to vote the shares represented
by each properly executed proxy "FOR" fixing the number of Directors of the
Company at six (6).
The Board of Directors recommends that stockholders vote "FOR" fixing the
number of Directors at six (6).
PROPOSAL TWO
ELECTION OF DIRECTORS
The terms of George D. Denmark and William C. Snow as Directors of the
Company expire in 1999. At the Annual Meeting, two persons will be elected
Directors of the Company to serve for a three-year term until the 2002 Annual
Meeting of the Stockholders and until their successors are elected and
qualified. The Board of Directors of the Company has nominated George D.
Denmark and William C. Snow for re-election as Directors of the Company for 3-
year terms.
Unless authority to do so has been repealed or limited in the proxy, it is
the intention of the persons named in the proxy to vote the shares represented
by each properly executed proxy "FOR" the election of each of the nominees
named above as Directors of the Company. The Board of Directors believes that
each of the nominees will stand for election and, if elected, will serve as a
Director. However, if any nominee fails to stand for election or is unable to
accept election, the proxies will be voted for the election of such other
person or persons as the Board of Directors may recommend.
The Board of Directors recommends that stockholders vote "FOR" the re-
election of each of the nominees proposed by management for Directors named
herein.
PROPOSAL THREE
ELECTION OF CLERK
The By-laws of the Company provide that the Clerk shall be elected at the
Annual Meeting of Stockholders. Management proposes that John S. Burnett be
re-elected as Clerk of the Company.
Unless authority to do so has been repealed or limited in the proxy, it is
the intention of the persons named in the proxy to vote the shares represented
by each properly executed proxy "FOR" the election of John S. Burnett as Clerk
of the Company.
The Board of Directors recommends that stockholders vote "FOR" the re-
election of John S. Burnett as Clerk of the Company.
3
<PAGE>
DIRECTORS
The following table sets forth as of February 12, 1999, information supplied
by each person who is currently a Director and/or a nominee for election as a
Director of the Company with respect to such person's age, principal
occupation for the past five years and the year in which the person began
serving as a Director of the Bank (prior to the Reorganization).
NOMINEES FOR ELECTION AT THE ANNUAL MEETING FOR A 3-YEAR TERM
<TABLE>
<CAPTION>
Director
Name Age Since Principal Occupation
---- --- -------- --------------------
<C> <C> <C> <S>
George D. Denmark 64 1974 President, Denmark's, Inc., New Bedford, MA
(Medical equipment firm)
William C. Snow 69 1972 President, H.H. Snow & Sons, Inc., Orleans, MA
(Retail department store)
</TABLE>
DIRECTORS WHOSE TERMS WILL EXPIRE AT THE 2000 ANNUAL MEETING
<TABLE>
<CAPTION>
Director
Name Age Since Principal Occupation
---- --- -------- --------------------
<C> <C> <C> <S>
Palmer Davenport 67 1965 Trustee, Davenport Realty Trust, S. Yarmouth,
MA (a real estate development and investment
firm, and parent company of: fence retailing
firm, alarm company, resort facilities, and
retirement community)
Stephen B. Lawson 57 1992 Executive Vice President, Trust, 12/12/85;
President, Chief Executive Officer of the
Bank, 7/01/92. President, Chief Executive
Officer of the Company, 10/8/98
DIRECTORS WHOSE TERMS WILL EXPIRE AT THE 2001 ANNUAL MEETING
<CAPTION>
Director
Name Age Since Principal Occupation
---- --- -------- --------------------
<C> <C> <C> <S>
John F. Aylmer 63 1982 Attorney at law; Former President,
Massachusetts Maritime Academy (Buzzards Bay,
MA); Former Massachusetts State Senator;
President, New England Steamship Foundation.
John Otis Drew 49 1982 Chairman, Board of Directors of the Bank
8/25/94 Principal/President, John A. Drew,
Realtor (Hyannis, MA); Vice President,
A. D. Makepeace Co.; President, Parker Mills,
Inc., Real Estate Holding Company; President,
Sassamon Holdings, Inc.; President, Wankinco
River, Inc.
</TABLE>
4
<PAGE>
THE BOARD OF DIRECTORS, ITS COMMITTEES AND COMPENSATION
The following is a description of the Executive, Audit, and Compensation
Committees of the Board of Directors. The Board of Directors acts as a
nominating committee, selecting nominees for election or re-election as
Directors and Officers.
Executive Committee
The Company's Executive Committee did not meet during fiscal year 1998. The
members of the Executive Committee of the Company during 1998 were John F.
Aylmer, Palmer Davenport, George D. Denmark, John Otis Drew, Stephen B. Lawson
and William C. Snow. They also serve, with Joshua A. Nickerson, Jr., as the
Executive Committee of the Bank, which met 21 times in 1998. The Executive
Committees of the Company and the Bank are vested with the authority of the
respective Boards of Directors in most matters between meetings of the Boards
of Directors. Members of the Executive Committee of the Bank except Mr. Lawson
(who serves as its Chairman) received $350 for each meeting of the Committee
they attended in 1998.
Audit Committee
The Company's Audit Committee did not meet during fiscal year 1998. The
members of the Audit Committee of the Company were John F. Aylmer, George D.
Denmark and William C. Snow. Mr. Aylmer also serves on the Audit Committee of
the Bank, which met six times in 1998. The Audit Committee reviews the
financial statements and scope of the annual audit, monitors internal
financial and accounting controls, and recommends to the Board of Directors of
the Company the appointment of independent certified public accountants.
Members of the Bank's Audit Committee received $250 for each meeting of the
Committee which they attended. Mr. Aylmer received an additional $250 per
quarter as Chairman of the Committee.
Compensation Committee
The Company's Board of Directors serves as its Compensation Committee, and
held no meetings in 1998. Messrs. Davenport, Denmark, and Drew also served on
the Bank's Human Resource Committee (which is the Bank's Compensation
Committee), which met four times in 1998. Mr. Lawson does not act on his own
compensation. Members of the Bank's Human Resource Committee received $250 for
each meeting of the Committee that they attended. Mr. Denmark received an
additional $250 per quarter for his duties as Chairman of the Human Resource
Committee.
Board of Directors
The Board of Directors of the Company held no meetings during fiscal year
1998. The Board of Directors of the Bank held 16 meetings during fiscal year
1998. Directors of the Bank other than Mr. Lawson received $500 for each
meeting of the Board of Directors that they attended. In addition, each of the
Directors of the Bank, other than Mr. Lawson and Mr. Drew, received a
quarterly retainer of $2,250. Mr. Drew, as Chairman of the Bank's Board of
Directors, received a quarterly retainer of $3,250.
Each of the Directors, except Mr. Davenport, attended at least 75% of the
aggregate of meetings of the Bank's Board of Directors and the meetings of the
committees of which they are members.
5
<PAGE>
OWNERSHIP BY MANAGEMENT AND OTHER STOCKHOLDERS
The following table sets forth certain information with respect to the
number of shares of the Company's Common Stock beneficially owned as of
February 12, 1999 by the Directors and the Executive Officers.
Principal Shareholders
Amount and Nature of Beneficial Ownership
<TABLE>
<CAPTION>
Sole voting and Shared voting and Percent
Beneficial Owners investment power investment power(1) Total of Class
----------------- ---------------- ------------------- ------- --------
<S> <C> <C> <C> <C>
Beneficial owners of
more than five percent
of stock:
Trustees of the Abel D.
Makepeace Trust
Box 151, Wareham, MA
02571...................
Zelinda M. Douhan...... 6,800 678,720(2) 685,520 7.59%
Christopher Makepeace.. 64,600 874,320(2) 938,920 10.40%
Thomas Otis, Jr.(3).... 210,284 693,888(2) 904,172 10.02%
Directors and Executive
Officers
John F. Aylmer.......... 4,192 400 4,592 0.05%
John S. Burnett......... -- 1,520 1,520 0.02%
Palmer Davenport........ 152,133 10,000 162,133 1.80%
George D. Denmark....... 13,296 -- 13,296 0.15%
John Otis Drew(4)....... 2,787 2,894 5,681 0.06%
Stephen B. Lawson....... 4,000 21,781 25,781 0.29%
Noal D. Reid............ 4 2,987 2,991 0.03%
William C. Snow......... 64,999 -- 64,999 0.72%
All Directors and
Executive Officers as a
group.................. 241,411 39,582 280,993 3.11%
</TABLE>
- --------
(1) Shares shown include shares owned by their spouses, minor children, other
relatives living in their homes, or in estates or trusts in which they may
have a beneficial interest. Shares shown include the interest shares of
Common Capital Stock held in the Bank's Employee Stock Ownership Plan: Mr.
Burnett, 552 shares; Mr. Lawson, 1,261 shares; Mr. Reid, 983 shares. Also
included are unexercised but exercisable stock options of 3,000 shares for
Mr. Lawson and 2,000 shares for Mr. Reid.
(2) Includes 678,720 shares held in the Abel D. Makepeace Trust.
(3) Mr. Otis is the uncle of Mr. Drew, a Director.
(4) Mr. Drew is a beneficiary of the Abel D. Makepeace Trust but disavows any
voting or investment power over shares of the Company stock held by the
Trust.
6
<PAGE>
EXECUTIVE COMPENSATION
Executive officers of the Company currently receive no compensation in their
capacities as executive officers of the Company but are compensated as
employees of the Bank.
The following table sets forth information concerning the compensation for
services rendered in all capacities during the three fiscal years through 1998
earned by the President and Chief Executive Officer and the other most highly
compensated executive officers of the Bank whose total compensation exceeded
$100,000. The President and Chief Executive Officer, and the Treasurer and
Chief Financial Officer, are also officers of the Company.
I. Summary Compensation Table
The following table sets forth information on an accrual basis for the year
1998 with respect to the cash compensation of the Chief Executive Officer of
the Company and those other executive officers whose total compensation
exceeded $100,000.
<TABLE>
<CAPTION>
Annual Compensation
----------------------------------
Stock
Appreciation
Name and Principal Position Year Salary Bonus Rights
- --------------------------- ---- -------- ------- ------------
<S> <C> <C> <C> <C>
Stephen B. Lawson............................ 1998 $243,065 $30,383 --
President and 1997 210,000 31,500 $16,875
Chief Executive Officer 1996 195,201 37,450 --
Robert R. Prall.............................. 1998 108,509 10,850 --
Chief Lending Officer 1997 98,066 12,238 --
1996 87,957 9,843 --
Noal D. Reid................................. 1998 113,306 72,564 --
Chief Financial Officer 1997 107,460 19,249 16,875
and Treasurer 1996 104,090 16,103 --
Larry K. Squire.............................. 1998 113,762 13,376 --
Chief Operating Officer 1997 107,954 13,338 16,875
1996 104,532 15,399 --
</TABLE>
In addition to these amounts, the Bank also provides compensation through a
number of plans: The Bank maintains a Profit Sharing Retirement Plan covering
substantially all employees following two years of service. Each year, the
Bank contributes amounts equal to 8% of each participant's compensation plus
4.3% of compensation over one-half the social security wage base. In 1998, the
following amounts were contributed to this plan on behalf of the Executive
Officers of the Bank: Mr. Lawson, $18,209, Mr. Prall, $13,381, Mr. Reid,
$14,834, Mr. Squire, $14,163.
Executive Officers also receive group insurance benefits available generally
to all employees and other personal benefits not in excess of 10% of cash
compensation.
7
<PAGE>
II. Stock Options Granted in Fiscal 1998
The following table sets forth information concerning individual grants of
stock options made during 1998 to each executive officer of the Company and/or
the Bank listed below. The value of the options granted was calculated using
the Black-Scholes pricing model. No stock appreciation rights were granted to
these individuals during 1998.
<TABLE>
<CAPTION>
Number of Percentage of
Securities Total Options
Underlying Granted to Value
Options Employees Exercise Price Expiration of
Granted in 1998 Per Share Date Options
---------- ------------- -------------- ---------- -------
<S> <C> <C> <C> <C> <C>
Stephen B. Lawson... 6,000 17.1% $20.75 2/12/08 $32,280
Robert R. Prall..... 4,000 11.4% $20.75 2/12/08 $21,520
Noal D. Reid........ 4,000 11.4% $20.75 2/12/08 $21,520
Larry K. Squire..... 4,000 11.4% $20.75 2/12/08 $21,520
</TABLE>
III. Options Year-End Value Table
<TABLE>
<CAPTION>
Number of Shares Value of Unexercised
Underlying Unexercised In-the Money
Stock Options as year end Stock Options as of year end
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------------------- ----------------------------
<S> <C> <C>
Stephen B. Lawson........ 1,500/10,500 $6,938/$20,813
Robert R. Prall.......... 1,000/7,000 $4,625/$13,875
Noal D. Reid............. 1,000/7,000 $4,625/$13,875
Larry K. Squire.......... 1,000/7,000 $4,625/$13,875
</TABLE>
In 1997 a Stock Option Plan was adopted and options covering 26,000 shares
at a price of $13.375 per share were granted. These options become exercisable
over a period of four years at the rate of 25% per year and expire after 10
years. Options covering 26,000 shares were outstanding at the beginning of
1998 and none were exercised or expired during that year. In 1998 options
covering an additional 26,000 shares were granted at a price of $20.75 and
9,000 shares at $19.25; options covering 4,000 shares were forfeited. Options
covering 57,000 shares were outstanding at the end of the year.
Change in Control Agreements
In connection with the Reorganization, the Bank and the Company entered into
amended and restated Change in Control Agreements with Messrs. Lawson, Reid,
and Squire (each, a "Key Executive"), effective February 11, 1999, to include
the Company as a party to such agreements and to amend the definition of
change in control to conform to the definitions included in the Federal
Securities Laws.
Under the terms of the amended and restated Change in Control Agreements,
each Key Executive is entitled to receive his base salary (offset by any
compensation from a new employer) for a certain period of time if, after a
change in control of the Company or the Bank has occurred, the Key Executive's
employment is terminated other than for cause (as defined in the Change in
Control Agreement), or the Key Executive terminates his employment following:
(i) his demotion; (ii) a reduction in base salary; (iii) exclusion from any
incentive program for which the Key Executive was previously eligible or in
which other executives with comparable duties participate; or (iv) a change in
location of the Key Executive's principal place of employment by more than 50
miles. In general, a Change in Control under the agreements occurs (i) upon a
Change in Control of either the Company or the Bank as defined under the
Securities Exchange Act of 1934 or (ii) under the Change
8
<PAGE>
in Bank Control Act; (iii) if any person becomes the direct or indirect
beneficial owner of 50% or more of any class of securities of the Company;
(iv) individuals who constitute the Board of Directors of the Company on
February 11, 1999 cease to constitute the majority thereof (with certain
exceptions); (v) a merger or the sale of substantially all the assets of the
Company, in which the Company is not the resulting entity; or (vi) a proxy
contest by a stockholder to force a transaction in which the stock of the
company is exchanged for or converted into cash, property or securities not
issued by the Company. The benefits under the Change in Control Agreements
continue for a period of 24 months for Messrs. Squire and Reid and 36 months
for Mr. Lawson. The benefits under these agreements only become payable
following termination after a Change in Control (as defined in the
agreements); the Change in Control Agreements do not serve as employment
agreements.
Compensation Committee Report on Executive Compensation
All members of the Board of Directors of the Company serve as members of the
Company's Compensation Committee. The Compensation Committee reviews and
approves compensation levels for the Company's executive officers and oversees
and administers the Company's executive compensation programs. The Company
currently pays no compensation to any of its officers because those officers
are compensated as officers of the Bank.
The Bank's Human Resource Committee reviews and approves compensation levels
for the Bank's executive officers and oversees and administers the Bank's
executive compensation programs.
The Bank endeavors to pay competitive base salaries to its employees and
subscribes to various surveys of the compensation paid for various positions
by other banks of similar size in order to determine appropriate salary
levels. In addition, the Bank has a Profit Incentive Plan for the payment of
bonuses to reward above-average performance. Profit Incentive Plan bonuses are
based on a combination of Bank financial performance compared to its peers,
the attainment of departmental goals, and individual performance.
Stephen B. Lawson's salary is set by the Human Resource Committee of the
Bank's Board of Directors. The Committee reviews Mr. Lawson's performance
annually and adjusts his compensation based on the Bank's performance and a
comparison of salaries paid to chief executive officers by other banks of
similar size. Based on this comparison, Mr. Lawson's base salary in 1998 was
set at $243,065. Under the terms of the Profit Incentive Plan described above,
Mr. Lawson was also awarded a bonus of $30,383 in recognition of the
performance of the Bank relative to its peers. Mr. Lawson does not vote on his
own compensation.
Salaries of the Bank's other executive officers for 1998 were determined in
a similar manner.
Compensation Committee Interlocks and Insider Participation
Stephen B. Lawson is President and Chief Executive Officer of the Company
and of the Bank. Mr. Lawson, as Director of the Company, also serves on the
Company's Compensation Committee, but does not act upon his own compensation.
9
<PAGE>
RELATIONSHIPS AND TRANSACTIONS WITH THE COMPANY
Certain Directors and Officers of the Company and the Bank and members of
their immediate family are at present, as in the past, customers of the Bank
and have transactions with the Bank in the ordinary course of business. In
addition, certain of the Directors are at present, as in the past, also
directors, officers or stockholders of corporations or members of partnerships
that are customers of the Bank and have transactions with the Bank in the
ordinary course of business. Such transactions for the Directors and Officers
of the Company and the Bank and their families and with such corporations and
partnerships were made in the ordinary course of business, were made on
substantially the same terms, including interest rates and collateral on
loans, as those prevailing at the time for comparable transactions with other
persons and did not involve more than the normal risk of collectability or
present other features unfavorable to the Bank.
10
<PAGE>
PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total stockholder return on the Company's Common Stock (or the
Bank's common stock, prior to the Reorganization), based on the market price
of the Company's (or Bank's) common stock and assuming reinvestment of
dividends, with the total return of companies within the Standard & Poor's
("S&P") 500 Stock Index and the Standard & Poor's Banks Composite Index. The
calculation of total cumulative return assumes a $100 investment in the
Company's (or the Bank's) common stock, the S&P 500 and the S&P Banks
Composite Index on December 31, 1993.
[GRAPH APPEARS HERE]
Cumulative Total Return
---------------------------------------------------
12/93 12/94 12/95 12/96 12/97 12/98
CAPE COD BANK & TRUST CO. 100 112 172 203 367 343
S & P 500 100 101 139 171 229 294
S & P BANKS COMPOSITE 100 95 151 214 309 330
11
<PAGE>
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16(a) of the Securities Exchange Act of 1934 and
Regulations of the Securities and Exchange Commission (the "SEC"), the
Company's executive officers and directors must file reports of ownership and
changes in ownership with the SEC and the NASDAQ Stock Market, Inc. and
furnish the Company with copies of all Section 16(a) Reports they file. Prior
to the Reorganization, the Bank's executive officers and directors were
required to file analogous reports with the Federal Deposit Insurance
Corporation. To the Company's knowledge, based solely on review of the copies
of such reports furnished to the Company, no executive officer or director of
either the Bank or the Company failed to file any such reports.
ACCOUNTANTS
The firm of Grant Thornton, LLP served as the Company's independent public
accountants for the year ended December 31, 1998 and is expected to serve as
the Company's independent public accountant for 1999.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 2000 Annual
Meeting of Stockholders of the Company which is scheduled to be held on April
27, 2000, must be filed with the Clerk of Bancorp prior to November 23, 1999
if such proposals are to be included in the proxy statement for such meeting.
These proposals must also comply with the rules of the SEC governing the form
and content of proposals in order to be included in the Company's proxy
statement and form of proxy. Any such proposal should be directed to: Clerk,
CCBT Bancorp, Inc., 307 Main Street, Hyannis, Massachusetts 02601.
Proxies solicited by the Board of Directors will confer discretionary voting
authority with respect to stockholder proposals that the Company receives
after February 8, 2000, other than proposals to be considered for inclusion in
the Company's proxy statement pursuant to SEC regulations described above.
With respect to stockholder proposals that the Company receives on or before
February 8, 2000, other than proposals to be considered for inclusion in such
proxy statement pursuant to SEC regulations, these proxies will confer
discretionary voting authority, subject to SEC rules governing the exercise of
this authority.
OTHER MATTERS
At the time of the preparation of this proxy material, the Board of
Directors of the Company does not know of any other matter to be presented for
action at the Annual Meeting. If any other matters should properly come before
the meeting, proxy holders shall have discretionary authority to vote their
shares according to their best judgment.
12
<PAGE>
FORM OF
Proxy for the Annual Meeting of Stockholders
to be held on April 22, 1999
CCBT Bancorp, Inc.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned stockholder(s) of CCBT Bancorp, Inc. (the "Company") hereby
appoint(s) John F. Aylmer, Palmer Davenport and John Otis Drew, or each of them
acting singly, as Proxies of the undersigned, with full power to substitute, and
authorizes each of them to represent and to vote all shares of Common Stock of
the Company held of record by the undersigned at the close of business on March
8, 1999, at the Annual Meeting of Stockholders (the "Annual Meeting") to be held
at 11:00 a.m., local time, on Thursday, April 22, 1999 at the Sheraton Hyannis
Resort, Hyannis, Massachusetts, and at any adjournments or postponements
thereof. The undersigned stockholder hereby revokes any proxy or proxies
heretofore given.
When properly executed this proxy will be voted as directed by the undersigned
stockholder(s). UNLESS CONTRARY DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
"FOR" PROPOSALS ONE, TWO AND THREE AND IN ACCORDANCE WITH THE DETERMINATION OF
THE PROXY HOLDERS AS TO OTHER MATTERS. A stockholder wishing to vote in
accordance with the Board of Director's recommendation need only sign and date
this Proxy and return it in the enclosed envelope prior to the Annual Meeting,
April 22, 1999. The undersigned stockholder hereby acknowledges receipt of the
Notice of the Annual Meeting and Proxy Statement.
The undersigned stockholder may revoke this proxy at any time prior to its
exercise by filing a written notice of revocation with, or by delivering a duly
executed proxy bearing a later date to, the Clerk of the Company or by attending
the Annual Meeting and voting in person.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE, AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
Please sign this proxy exactly as your names appear(s) on the books of the
Company. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, this signature
should be that of an authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_________________________________________________ _________________________
_________________________________________________ _________________________
_________________________________________________ _________________________
<PAGE>
[X] PLEASE MARK VOTES AS IN
THIS EXAMPLE
For Against Abstain
1) Proposal to fix the [_] [_] [_]
- -------------------------------- number of Directors
at 6.
CCBT BANCORP, INC.
2) Proposal to elect the
- -------------------------------- following people as
Directors of the
RECORD DATE SHARES: Company:
Mr. George D. Denmark [_] [_] [_]
Mr. William C. Snow [_] [_] [_]
3) Proposal to elect Mr. [_] [_] [_]
John S. Burnett as
Clerk of the Company.
---------------
Please be sure to sign and date this proxy. Date
- ----------------------------------------------------------------
Stockholder sign here Co-owner sign here
- ----------------------------------------------------------------
The undersigned stockholder(s)
authorizes the proxies to vote on the
above matters as indicated and to
vote, in their discretion, upon such
other matters as may properly come
before the Annual Meeting, or any
adjournments thereof.
Mark box at right if an address [_]
change or comment has been noted on
the reverse side of this card.
- --------------------------------------------------------------------------------
CCBT Bancorp, Inc.
Dear Stockholder:
Please take note of the important information enclosed with this Proxy Card.
The proposals are discussed in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on the Proxy Card to indicate how your shares shall be
voted. Then sign the Proxy Card, detach it and return your vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders, which
will be held on Thursday, April 22, 1999.
Thank you in advance for your prompt consideration of these important matters.
