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 240.14a-11(c) or 240.14a-12
CCBT FINANCIAL COMPANIES, INC.
(formerly 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 FINANCIAL COMPANIES, INC.
307 Main Street
Hyannis, Massachusetts 02601
(508) 3941300
Dear Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of
Stockholders (the "Annual Meeting") of CCBT Financial Companies, Inc. (formerly,
CCBT Bancorp, Inc., the "Company", to be held on Thursday, April 27, 2000 at the
Sheraton Four Points Hotel, Hyannis, Massachusetts, at 11 a.m., local time.
The Annual Meeting has been called for the following purposes:
1. To elect two Directors of the Company for a three-year term.
2. To elect a Clerk.
3. 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 and Two.
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 FINANCIAL COMPANIES, INC.
307 Main Street
Hyannis, Massachusetts 02601
(508) 3941300
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of CCBT
Financial Companies, Inc. (formerly, CCBT Bancorp, Inc., the "Company"), will be
held on Thursday, April 27, 2000, at the Sheraton Four Points Hotel, Hyannis,
Massachusetts at 11 a.m., local time (together with all adjournments and
postponements thereof, the "Annual Meeting") for the following purposes:
1. To elect two Directors of the Company for a three year term.
2. To elect a Clerk.
3. 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 10, 2000, 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: Take Rte. 6 (MidCape Highway) to exit 6
(Rte. 132). Proceed South on Rte. 132. Go straight through the first set of
traffic lights, but keep to the right. The Sheraton Four Points Hotel is on the
right, just before the next set of lights. Coffee and pastries will be served
beginning at 10:30 a.m.
By Order of the Board of Directors,
/s/John S. Burnett
------------------
JOHN S. BURNETT
Clerk
Hyannis, Massachusetts
March 24, 2000
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 Financial Companies, Inc. (the "Company") is a bank holding
company principally conducting business through Cape Cod Bank and Trust Company,
N.A. (the "Bank"). In December, 1999, the Company changed its name from CCBT
Bancorp, Inc. to CCBT Financial Companies, Inc. to better reflect the wide array
of services provided by the Company. In February 1999, the Company and the Bank
completed a reorganization by which the Bank 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 of the Company.
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 2000 Annual
Meeting of Stockholders of the Company to be held at the Sheraton Four Points
Hotel, Hyannis, MA, at 11 a.m., local time, on Thursday, April 27, 2000, 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 elect two Directors of the Company for a three-year term.
2. To elect a Clerk.
3. 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 10, 2000, 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, 8,608,048 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 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, 31
<PAGE>
Workshop Road, P.O. Box 1180, South Yarmouth, Massachusetts 02664-0180. 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.
1
<PAGE>
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 Proposal Two.
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 or Two.
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
ELECTION OF DIRECTORS
The terms of Stephen B. Lawson and William R. Enlow as Directors of the
Company expire in 2000. At the Annual Meeting, two persons will be elected
Directors of the Company to serve for a three-year term until the 2003 Annual
Meeting of the Stockholders and until their successors are elected and
qualified. The Board of Directors of the Company has nominated Stephen B. Lawson
and William R. Enlow for reelection 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 reelection of each of the nominees proposed by management for Directors
named herein.
PROPOSAL TWO
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
reelected 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
reelection of John S. Burnett as Clerk of the Company.
DIRECTORS
The following table sets forth as of February 2, 2000, 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 Company (or the Bank, prior to the
reorganization into the holding company structure).
<TABLE>
<CAPTION>
NOMINEES FOR ELECTION AT THE ANNUAL MEETING FOR A 3-YEAR TERM
NAME AGE DIRECTOR SINCE PRINCIPAL OCCUPATION
- ---- --- -------------- --------------------
<S> <C> <C> <C>
Stephen B. Lawson 58 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
William R. Enlow 49 2000 Partner, law firm of Sorling, Northrup, Hanna,
Cullen and Cochran, Ltd. (2/88- Present);
Former Director Firstbank Illinois Corp,
Marine Corporation (multi-bank holding
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
company); Director and First Vice Chairman,
Memorial Health System and Memorial
Medical Center (Springfield, Illinois);
President and Board Member Springfield
School District 186; Trustee, Illinois Teachers
Retirement System
</TABLE>
<TABLE>
<CAPTION>
DIRECTORS WHOSE TERMS WILL EXPIRE AT THE 2001 ANNUAL MEETING
NAME AGE DIRECTOR SINCE PRINCIPAL OCCUPATION
- ---- --- -------------- --------------------
<S> <C> <C> <C>
John F. Aylmer 64 1982 Attorney at law; Former President,
Massachusetts Maritime Academy (Buzzards
Bay, MA); Former Massachusetts
State Senator; President, New
England Steamship Foundation.
John Otis Drew 50 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>
<TABLE>
<CAPTION>
DIRECTORS WHOSE TERMS WILL EXPIRE AT THE 2002 ANNUAL MEETING
NAME AGE DIRECTOR SINCE PRINCIPAL OCCUPATION
<S> <C> <C> <C>
George D. Denmark 65 1974 Former President, Denmark, Inc., New
Bedford, MA (Medical equipment firm)
William C. Snow 70 1972 President, H.H. Snow & Sons, Inc., Orleans,
MA (Retail department store)
</TABLE>
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 reelection as
Directors and Officers.
Executive Committee
The Company's Executive Committee did not meet during fiscal year 1999.
<PAGE>
The members of the Executive Committee of the Company during 1999 were John F.
Aylmer, George D. Denmark, John Otis Drew, Stephen B. Lawson and William C.
Snow. They also serve, with Barrett C. Nichols, Jr., and Joshua A. Nickerson,
Jr., as the Executive Committee of the Bank, which met 20 times in 1999. 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 before June 30 in 1999.
4
<PAGE>
Audit Committee
The Company's Audit Committee did not meet during fiscal year 1999. 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 4 times in 1999. 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.
Through June 30, 1999, members of the Bank's Audit Committee received
$250 for each meeting of the Committee which they attended, and 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 1999. Messrs. Denmark, and Drew also served on the
Bank's Human Resource Committee (which is the Bank's Compensation Committee),
which met 5 times in 1999. Mr. Lawson does not act on his own compensation.
Through June 30, 1999, members of the Bank's Human Resource Committee received
$250 for each meeting of the Committee that they attended, and 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 11 meetings during fiscal
year 1999. The Board of Directors of the Bank held 16 meetings during fiscal
year 1999. Through June 30, 1999, 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
Directors, received a quarterly retainer of $3,250 through June 30, 1999.
Effective July 1, 1999, compensation for Directors of the Company was
changed to $7,000 per quarter, with Mr. Drew, as Chairman, receiving an
additional $1,000 per quarter. No additional fee was paid after June 30, 1999,
for chairmanship of, or attendance at, committee meetings.
Each of the Directors 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.
Mr. Palmer Davenport passed away in July 1999. Mr. William Enlow was
elected as a Director by the Board of Directors on February 3, 2000, to fill the
vacancy in the Board of Directors.
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
1, 2000, by the Directors and the Executive Officers.
Principal Shareholders
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Ownership
Sole voting and Shared voting and Percent
Beneficial Owners investment power investment power (1) Total of Class
- ----------------- ---------------- -------------------- ----- --------
Beneficial owners of more
than five percent of stock:
Trustees of the
Abel D. Makepeace Trust
Box 151, Wareham, MA 02571
<S> <C> <C> <C> <C>
Zelinda M. Douhan 6,800 638,720(2) 645,520 7.50%
Christopher Makepeace 47,900 823,520 871,420 10.12%
Thomas Otis, Jr. (3) 210,284 638,720 849,004 9.86%
Directors and Executive Officers
John F. Aylmer 4,192 400 4,592 0.05%
Robert T. Boon 100 4,138 4,238 0.05%
George D. Denmark 13,296 0 13,296 0.15%
John Otis Drew (4) 3,592 3,161 6,753 0.08%
William R. Enlow 1,200 200 1,400 0.02%
(elected 2/3/2000)
Stephen B. Lawson 1,000 25,491 26,491 0.31%
Robert R. Prall 3,000 4,700 7,700 0.09%
Noal D. Reid 4 5,487 5,491 0.06%
William C. Snow 64,999 0 64,999 0.76%
Larry K. Squire 1,603 5,391 6,994 0.08%
All Directors and Executive Officers 92,986 48,968 141,954 1.65%
as a group
</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 be deemed to have beneficial ownership but for which they
disclaim beneficial such ownership. Shares shown include the interest
shares of Common Stock held in the Bank's Employee Stock Ownership
Plan: Mr. Lawson, 1,261 shares; Mr. Reid, 983 shares; Mr. Squire, 891
shares; Mr Boon, 738 shares; and Mr. Prall, 160 shares. Also included
are unexercised but exercisable stock options: Mr. Boon, 2,500 shares;
Mr. Lawson, 6,750 shares; Mr. Prall, 4,500; Mr. Reid, 4,500 shares; and
Mr. Squire, 4,500 shares.
(2) Includes 638,720 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
1999 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 1999
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 1999 $249,388 $49,878 -
President and 1998 243,065 30,383 -
Chief Executive Officer 1997 210,000 31,500 $16,875
Robert R. Prall 1999 117,938 17,402 -
Chief Lending Officer 1998 108,509 10,850 -
1997 98,066 12,238 -
Noal D. Reid 1999 114,972 256,164* -
Chief Financial Officer 1998 113,306 72,564 -
and Treasurer 1997 107,460 19,249 16,875
Larry K. Squire 1999 114,972 20,120 -
Chief Operating Officer 1998 113,762 13,376 -
1997 107,954 13,338 16,875
Robert T. Boon 1999 118,040 27,149 -
Chief Investment Officer 1998 102,564 12,820 -
1997 92,768 17,637 -
</TABLE>
*Mr. Reid's bonus, as approved by the Bank's Executive Committee, is a
percentage of the Bank's earnings from its leveraged portfolios managed by Mr.
Reid.
In addition to these amounts, the Company and the Bank also provide
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 1999, the following amounts were contributed to this plan
<PAGE>
on behalf of the Executive Officers of the Bank: Mr. Lawson, $18,119.10, Mr.
Reid, $18,119.10, Mr. Prall, $14,630.93, Mr. Squire, $14,075.12, and Mr. Boon,
$14,691.64.
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 1999
The following table sets forth information concerning individual grants
of stock options made during 1999 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 1999.
<TABLE>
<CAPTION>
Number of Percentage of
Securities Total Options
Underlying Granted to Present Value
Options Employees Exercise Price Expiration of Options
Granted in 1999 Per Share Date at Grant Date
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Stephen B. Lawson 3,000 5.7% $17.375 1/14/09 $11,940
5,000 9.5% $15.0625 12/2/09 $19,300
Robert T. Boon 2,000 3.8% $17.375 1/14/09 $ 7,960
3,000 5.7% $15.0625 12/2/09 $11,580
Robert R. Prall 2,000 3.8% $17.375 1/14/09 $ 7,960
3,000 5.7% $15.0625 12/2/09 $11,580
Noal D. Reid 2,000 3.8% $17.375 1/14/09 $ 7,960
2,000 3.8% $15.0625 12/2/09 $ 7,720
Larry K. Squire 2,000 3.8% $17.375 1/14/09 $ 7,960
3,000 5.7% $15.0625 12/2/09 $11,580
</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....................... 4,500/15,500 $6,000/$7,563
Robert T. Boon ......................... 1,500/7,500 $2,000/$2,938
Robert R. Prall......................... 3,000/10,000 $4,000/$4,938
Noal D. Reid............................ 3,000/9,000 $4,000/$4,625
Larry K. Squire......................... 3,000/10,000 $4,000/$4,938
</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. 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
beginning of 1999 and none were exercised or expired during that year. In 1999
options covering an additional 17,000 shares were granted at a price of $17.375,
<PAGE>
10,500 shares at $16.375 and 25,000 shares at $15.0625; options covering 5,500
shares were forfeited. Options covering 104,000 shares were outstanding at the
end of the year.
Change of Control Agreements
In connection with the formation of the holding company structure, 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.
8
<PAGE>
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 of 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 which
other executives with comparable duties participate in; 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 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.
<PAGE>
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 1999 was set
at $249,388. Under the terms of the Profit Incentive Plan described above, Mr.
Lawson was also awarded a bonus of $49,878 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 1999 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.
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, 1994.
10
<PAGE>
[GRAPHIC-- GRAPH PLOTTED POINTS LISTED BELOW]
<TABLE>
<CAPTION>
Cumulative Total Return
-------------------------------------------------------
12/94 12/95 12/96 12/97 12/98 12/99
<S> <C> <C> <C> <C> <C> <C>
CCBT FINL COS INC 100.00 154.19 181.75 328.52 306.67 263.86
S & P 500 100.00 137.58 169.17 225.61 290.09 351.13
S & P BANKS COMPOSITE 100.00 159.35 225.56 325.81 347.35 302.12
</TABLE>
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. 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 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, 1999 and is expected to serve
as the Company's independent public accountant for 2000. It is not anticipated
that a representative from Grant Thornton LLP will be present at the meeting.
Questions relating to the financial statements may be addressed to the Chief
Financial Officer.
12
<PAGE>
STOCKHOLDER PROPOSALS
Proposals of stockholders submitted pursuant to Exchange Act Rule 14a-8
and intended to be presented at the Company's 2001 Annual Meeting of
Stockholders which is scheduled to be held on April 26, 2001, must be filed with
the Clerk of the Company prior to November 23, 2000, 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 Financial Companies, Inc., 31
Workshop Road, P.O. Box 1180, South Yarmouth, MA 02664-0180.
The Company's Amended By-laws provide that any stockholder proposals
(including director nominations) intended to be presented at the Company's 2001
Annual Meeting, other than a stockholder proposal submitted pursuant to Exchange
Act Rule 14a-8 as described above, must be received in writing at the principal
executive office of the Company on or between the dates of December 28, 2000,
and January 29, 2001, together with all supporting documentation required by the
Company's Amended By-laws. However, if the 2001 Annual Meeting is scheduled to
be held on a date more than 30 days before April 27, 2001, or more than 60 days
after April 27, 2001, a stockholder's notice shall be timely filed if delivered
to, or received by, the Company at its principal executive office not later than
the close of business on the later of (a) 90 days prior to the date of the
scheduled meeting or (b) the 10th day following the day on which public
announcement of the date of such annual meeting is first made by the Company.
Proxies solicited by the Board of Directors will confer discretionary voting
authority with respect to these proposals, 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.
13
<PAGE>
REVOCABLE PROXY
CCBT FINANCIAL COMPANIES, INC.
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
Proxy for the Annual Meeting of Stockholders
to be held on April 27, 2000
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned stockholder(s) of CCBT Financial Companies, Inc. (the "Company")
hereby appoint(s) John F. Aylmer, George D. Denmark and William C. Snow, 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 10, 2000, at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held at 11:00 a.m., local time, on Thursday, April 27, 2000 at
the Sheraton Four Points Hotel, Hyannis, Massachusetts, and at any adjournments
or postponements thereof. The undersigned stockholder hereby revokes any proxy
or proxies heretofore given.
1. Proposal to elect the following people as Directors of the Company:
Stephen B. Lawson and William R. Enlow
With- For All
For hold Except
[ ] [ ] [ ]
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
2. Proposal to elect Mr. John S. Burnett as the Clerk of the Company.
For Against Abstain
[ ] [ ] [ ]
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.
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 AND TWO 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 27,
2000. 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.
<PAGE>
Please be sure to sign and date this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
CCBT FINANCIAL COMPANIES, INC.
PLEASE VOTE, DATE, SIGN 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.
