April 7, 1994
Dear Fellow Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of the
Capital City Bank Group, Inc., scheduled for 4:00 p.m., Wednesday, April 27,
1994, in Room 123 of the Florida State Conference Center, 555 West Pensacola
Street (directly west of the Civic Center), Tallahassee, Florida.
Due to limited parking at the center, arrangements have been made for parking in
the Civic Center lot. A bank employee will greet you as you enter the lot and
direct you to the parking area. If you, or someone riding with you, need
assistance please drive to the covered walkway at the Pensacola Street entrance
of the Conference Center. A bank employee will be available to assist you.
The meeting will begin at 4:00 p.m. I hope you will come early and join your
friends for refreshments at 3:30. Whether or not you plan to be present at the
meeting, it would be most helpful if you would execute the enclosed Proxy and
return it by April 20, 1994. A postage-paid envelope is enclosed for your
convenience.
Sincerely yours,
GODFREY SMITH
President
PROXY FOR ANNUAL MEETING
APRIL 27, 1994
CAPITAL CITY BANK GROUP, INC.
KNOW ALL MEN BY THESE PRESENTS that I, the undersigned Shareholder of Capital
City Bank Group, Inc., (the "Company") Tallahassee, Florida, do hereby nominate,
constitute and appoint Herschel Williams, William Mitchell and Randy Briley (no
officer or employee of the Company may be named proxy) or any one of them (with
full power to act alone), my true and lawful attorney(s) with full power of
substitution, for me and in my name, place and stead to vote all the Common
Stock of the Company, standing in my name on its books on March 1, 1994, at the
annual meeting of its shareholders to be held at the Florida State Conference
Center, 555 West Pensacola Street, Tallahassee, Florida, on April 27, 1994, at
4:00 p.m., or at any adjournments thereof with all the power the undersigned
would possess if personally present, as follows:
1. Fixing the number of directors to be elected at five (5) and the election of
the five (5) persons listed as a group, except as individually marked to the
contrary below:
For _____________Against _____________Abstain _____________
(1) DuBose Ausley
(2) Thomas A. Barron
(3) Payne H. Midyette, Jr.
(4) Godfrey Smith
(5) William G. Smith, Jr.
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided.
______________________________________________________________________
2. Ratify the appointment of Arthur Andersen & Co., as the Company's auditors
for 1994; and
For _____________ Against _____________ Abstain _____________
3. In the discretion of the proxies named above, such other business as may be
brought before the meeting or any adjournment thereof.
For _____________ Against _____________ Abstain _____________
The Board of Directors recommends a vote "FOR" these proposals.
This Proxy will be voted as directed, but if no direction is given, the Proxy
will be voted "FOR" the above proposals including the election of all five
nominees for director named above.
This Proxy is solicited on behalf of the Board of Directors and may be revoked
prior to its exercise.
<PAGE>
The undersigned shareholder(s) hereby acknowledges receipt of the Notice of
Annual Meeting and Proxy Statement.
Dated:
________________________________
(Seal)
________________________________
(Seal)
When signed as attorney, personal representative, administrator, trustee or
guardian, please give full title. If more than one trustee, all should sign. All
joint owners must sign. If by a corporation please sign full corporate name by
president or other authorized officer. If by a partnership please sign by an
authorized person.
CAPITAL CITY BANK GROUP, INC.
217 North Monroe Street
Tallahassee, Florida 32301
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 27, 1994
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Capital City
Bank Group, Inc., (the "Company") will be held at the Florida State Conference
Center, 555 West Pensacola Street, Tallahassee, Florida, on April 27, 1994, at
4:00 p.m., for the following purposes:
(1) To fix the number of directors to be elected at five (5) and to elect the
five (5) directors as set forth in the proxy statement;
(2) To ratify the appointment of Arthur Andersen & Co. as auditors for the
Company for 1994; and
(3) To transact any and all such other business as may properly come before the
meeting.
Information relating to the above matters is set forth in the accompanying Proxy
Statement dated April 7, 1994.
Only shareholders of record at the close of business on March 1, 1994, will be
entitled to receive notice of and to vote at the meeting.
By Order of the Board of Directors,
J. Kimbrough Davis
Corporate Secretary
Tallahassee, Florida
April 7, 1994
WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY. A SELF-ADDRESSED, STAMPED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. SHAREHOLDERS WHO ARE PRESENT AT THE
ANNUAL MEETING MAY REVOKE THEIR PROXY AND VOTE IN PERSON IF THEY SO DESIRE.
<PAGE>
CAPITAL CITY BANK GROUP, INC.
217 North Monroe Street
Tallahassee, Florida 32301
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 27, 1994
GENERAL
Purpose of Solicitation
The Annual Meeting of the Shareholders of Capital City Bank Group, Inc., (the
"Company") will be held at the Florida State Conference Center, 555 West
Pensacola Street, Tallahassee, Florida, on April 27, 1994, at 4:00 p.m., for the
purposes set forth in the attached Notice of Annual Meeting of Shareholders and
in this Proxy Statement. The accompanying Proxy is solicited on behalf of the
Company's Board of Directors, at the expense of the Company, in connection with
such meeting and any adjournment thereof. This Proxy Statement and the enclosed
form of Proxy are being mailed to shareholders on or about April 7, 1994.
Voting of Proxies and Revocability
When the Proxy is properly executed and returned to the Company, it will be
voted as directed by the shareholder executing it unless it is revoked. If no
directions are given on the Proxy, the shares represented by the Proxy will be
voted for fixing the number of directors at five (5), electing the five (5)
directors as set forth herein and ratifying the appointment of Arthur Andersen &
Co. as auditors. Any person giving a Proxy may revoke it at any time before it
is exercised by the execution of another Proxy bearing a later date or by
written notification to the Corporate Secretary of the Company. Shareholders who
are present at the Annual Meeting may revoke their Proxy and vote in person if
they so desire.
Persons Entitled to Vote and Outstanding Voting Securities
Only shareholders of record at the close of business on March 1, 1994, are
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof. Each share of Common Stock entitles the holder to one vote on any
matter coming before a meeting of the shareholders of the Company. There were
2,851,534 shares of Common Stock of the Company outstanding on the record date
for the Annual Meeting.
Under the By-Laws of the Company, a majority of the shares of Common Stock
entitled to vote constitutes a quorum at a meeting of shareholders. The presence
of a quorum at the Annual Meeting, either in person or by written proxy, and a
favorable vote of a majority of the shares represented at the Annual Meeting
shall be required for the election of directors and the ratification of the
auditors.
PROPOSAL ONE
ELECTION OF DIRECTORS
It is proposed that the number of directors constituting the Board of Directors
for 1994 be fixed at five, and that the five nominees named on the following
page be elected to serve until their successors are elected and qualified. All
of the nominees currently serve as directors of the Company.
<PAGE>
In the event of a vacancy occurring on the Board of Directors, the remaining
directors, by affirmative vote of a majority thereof, whether or not
constituting a quorum, may fill such vacancy for the unexpired term. If at any
time the number of directors shall be increased, the additional directors to be
elected may be elected by the directors then in office by the affirmative vote
of a majority thereof at a regular meeting or at a special meeting called for
that purpose, to serve until the next election of directors.
Information Concerning Nominees
The following table sets forth the name of each nominee for election as a
director of the Company, his age, the year in which he was first elected a
director of the Company, the number of shares of common stock of the Company
beneficially owned by him on March 1, 1994, a brief description of his principal
occupation and business experience during the last five years, directorships of
certain other companies presently held by him, and certain other information.
All of the nominees were elected directors by the shareholders of the Company at
the last Annual Meeting of Shareholders. The nominees listed below have
indicated they are willing and able to serve as directors if elected.
Shares of
Common Stock
Beneficially Percentage
Owned On of
Name Age Information About Nominee March 1, 1994 Ownership
DuBose Ausley* 56 A director since 1982, he 236,910 (1) 8.31%
is Chairman of the Board
of the Company. Mr. Ausley
is Chairman of the law
firm of Macfarlane Ausley
Ferguson and McMullen and
has served as a director
of TECO Energy, Inc., since
1992. In March of 1993, Mr.
Ausley was elected to the
Board of Sprint Corporation
and he served as a director
of Centel Corporation from
1982 to 1993.
Thomas A. Barron* 41 A director since 1982, he 75,795 (2) 2.66%
is Treasurer of the Company.
He also has served as Pres-
ident of Capital City Second
National Bank since 1979 and
President of Industrial
National Bank since 1982.
Payne H. Midyette, Jr. 66 A director since 1983, he is 89,674 (3) 3.14%
Chairman of the Executive Com-
mittee of Midyette-Moor, a
division of Palmer & Cay/
Caswell, Inc. From 1985 to
1992 he was Chairman of
Alexander & Alexander, Inc.,
(Florida Corporation) d/b/a
Midyette-Moor Insurance Agency.
<PAGE>
Godfrey Smith*(6) 80 A director since 1982, he is 556,502 (4) 19.52%
President of the Company.
Mr. Smith served as President
of Capital City First National
Bank of Tallahassee until
February 1989 and currently
serves as its Vice Chairman of
the Board and Chairman of the
Executive Committee.
William G. Smith, Jr.*(6)40 A director since 1982, he was 437,330 (5) 15.34%
elected Executive Vice Pres-
ident and Chief Operating
Officer of the Company in 1987
and President of Capital City
First National Bank in February
1989. Previously he served as
Executive Vice President of
Capital City Bank Group, Inc.,
from 1982 to 1987, and as Pres-
ident of City National Bank from
1980 until July 1989.
All directors and
executive officers as a
group (6 persons) 1,403,237(7) 49.21%
*Serves as an executive officer of the Company.
(1) Includes (i) 60,892 shares held in trust under which Mr. Ausley serves as
trustee and has sole voting and investment power; (ii) 10,000 shares owned by a
corporation of which Mr. Ausley is President and as to which Mr. Ausley controls
voting and investment power; (iii) 16,543 shares held in trusts under which Mr.
Ausley serves as a trustee and has shared voting and investment power; and (iv)
1,475 shares owned by Mr. Ausley's wife, to which he disclaims beneficial
ownership.
(2) Includes (i) 5,000 shares owned by Mr. Barron's wife; (ii) 16,343 shares
held in trusts under which Mr. Barron serves as trustee; and (iii) 18,153 shares
for which Mr. Barron has Power of Attorney and may be deemed to be a beneficial
owner. Mr. Barron disclaims beneficial ownership of the 5,000 shares owned by
his wife.
(3) Includes 31,020 shares for which Mr. Midyette has Power of Attorney and may
be deemed to be a beneficial owner. Also includes 3,017 shares owned by Mr.
Midyette's wife, to which he disclaims beneficial ownership.
(4) Includes 47,601 shares held by Mr. Smith's wife, to which he disclaims
beneficial ownership.
(5) Includes (i) 13,996 shares in accounts for his children for which Mr. Smith
is Custodian; (ii) 90,000 shares held in a trust under which Mr. Smith shares
voting and investment power as a co-trustee; (iii) 6,061 shares owned by Mr.
Smith's wife; and (iv) 102,512 shares held by a partnership under which Mr.
Smith shares voting and investment power. Mr. Smith disclaims beneficial
ownership of the 6,061 shares held by his wife.
(6) Godfrey Smith is the father of William G. Smith, Jr.
(7) Includes shares held by J. Kimbrough Davis, an executive officer of the
<PAGE>
Company. Mr. Davis' shares include (i) 1,394 shares in which he has sole voting
and investment power; (ii) 4,169 shares in which he shares voting and investment
power; and (iii) 1,192 shares owned by his wife. Mr. Davis disclaims beneficial
ownership of the 1,192 shares owned by his wife.
In the course of reviewing his ownership of the Company's common stock, Mr.
Ausley discovered he had inadvertently failed to report two transactions
involving 12,000 shares. As the transactions involved the transfer of shares
between controlled entities of which Mr. Ausley is already deemed to be the
beneficial owner, there was no net change in his total beneficial ownership. Mr.
Ausley has subsequently filed the appropriate report to reflect the above
described transactions.
Board Committees, Attendance and Compensation
Committees such as executive, audit, loan, etc., are established and functioning
in the individual Group banks. The Company does not maintain any standing
committees of its Board of Directors, other than its Compensation Committee
which is responsible for determining awards under the Company's 1992 Stock
Incentive Plan. Each of the directors of the parent company serve on the Board
of Directors of three or more of the Group banks. Additionally, the directors
serve on various committees established by the banks.
The director and committee fees paid to directors by the Group banks are
included in the summary compensation table presented on page 7. In 1993, the
Company paid directors fees of $250 per meeting attended, plus a $2,500 retainer
fee. Additional fees and retainers are paid to directors in varying amounts by
each of the Group banks. These fees are also included in the compensation table
for 1993. Subsequent to January 1, 1993, directors who are officers of the
Company are not paid director fees or a retainer. All directors of the parent
company attended at least 75% of the twelve Board of Directors meetings held
during 1993.
EXECUTIVE OFFICERS
Executive officers are elected annually by the Board of Directors at their
meeting following the Annual Meeting of Shareholders to serve for a one year
term and until their successors are elected and qualified. Messrs. Ausley,
Barron, Godfrey Smith and William G. Smith, Jr., serve as directors and
executive officers of the Company. The section of this proxy statement entitled
"Election of Directors" contains additional information pertaining to the
business experience and other positions held by these four individuals.
Executive Officers Information Concerning Executive Officers
DuBose Ausley Mr. Ausley, Chairman of the Board, is 56
Thomas A. Barron Mr. Barron, Treasurer, is 41
J. Kimbrough Davis(1) Mr. Davis, Senior Vice President and Chief
Financial Officer, is 40
Godfrey Smith(2) Mr. Smith, President, is 80
William G. Smith, Jr.(2) Mr. Smith, Executive Vice President and Chief
Operating Officer, is 40
(1) Mr. Davis was elected Senior Vice President and Chief Financial Officer of
the Company in January 1991, served as Vice President and Chief Financial
Officer from 1987 to 1990, was Corporate Secretary and Chief Accounting Officer
from 1984 to 1987, Vice President of Capital City First National Bank ("First
National") from 1983 to 1987, and served as Assistant Vice President of First
National from 1981 to 1983.
<PAGE>
(2) Godfrey Smith is the father of William G. Smith, Jr.
EXECUTIVE COMPENSATION
Report Of Compensation Committee
Annually, the full Board of Directors establishes the compensation for the
executive officers of the Company. Some of the Company's executive officers are
also officers of certain Group Banks, from which they receive additional
compensation for their services. The compensation of the President of each of
the Group Banks is also reviewed and approved by the Board of Directors of the
Company.
Elements of corporate performance, upon which compensation decisions are made,
may vary from year to year and among executive officers. Among the performance
factors which the Board considers are profitability, market share, asset
quality, operating efficiency and performance relative to industry standards.
The three main components upon which the Company bases executive officer
compensation are base salary, a cash profit participation plan and a stock
incentive plan. The latter two components are determined primarily on corporate
performance and constitute a significant portion of an officer's total
compensation.
It is the policy of the Board of Directors to determine the base salary
component of executive compensation principally upon the responsibilities of the
position held, the experience of the individual and, to the extent possible,
comparisons to peer groups. After considering these factors, the Board
establishes a base salary which it believes is appropriate based on the
individual's capabilities and a review of salary ranges for comparable positions
within the peer groups.
The second component of executive officer compensation is a profit participation
plan which enables the officer to earn an additional cash incentive based upon
the Company's (or Group Bank's) profitability relative to profitability targets,
which are established at the beginning of each year by the Board of Directors
for the Company and each of the Group Banks. Cash bonuses are determined
primarily on a formula basis. The amount of cash bonus which may be earned
increases or decreases by a multiple of the percentage by which net income
exceeds or falls short of the established targets. Cash bonuses earned under
the profit participation plan generally comprise 25% to 50% of the officer's
total cash compensation.
The third component of the Company's compensation package is the Company's 1992
Stock Incentive Plan. Certain executive officers of the Company and Group Bank
Presidents are eligible to earn shares of the Company's common stock based upon
the achievement of short and long-term performance goals established by the
Compensation Committee, which consists of Messrs. Ausley and Midyette. Goals
are set for each individual participant in advance by reference to five separate
performance factors. The performance factors may be applied to the Company, a
Group Bank or a combination thereof, depending on the position and level of
responsibility of the individual participant. The five factors are return on
assets, nonperforming assets, charge-offs, loan growth and deposit growth.
The weightings and specific targets used for setting short-term performance
goals are subject to change annually, and are influenced by the Committee's
desire to effect specified performance in certain areas in a given year. The
weightings and specific targets for long-term performance goals are set with an
emphasis of providing incentives to accomplish longer term financial objectives
which, if accomplished, will result in the Company achieving a higher level of
performance. In setting both short and long-term goals, management considers
<PAGE>
historical and peer group performance.
In January 1994, the Company issued 2,218 shares to plan participants in
recognition of performance for the year ended December 31, 1993. In 1993, the
Compensation Committee awarded 1,000 shares in performance grants to each
participant, to be issued if certain specified long-term performance goals are
achieved for the Company's 1993 and 1994 fiscal years. In February 1994, the
Compensation Committee awarded an aggregate of 3,379 additional shares in
performance grants to participants, to be issued if certain specified short-term
performance goals are achieved for the Company's 1994 fiscal year. For a more
thorough discussion of the stock incentive plan, refer to the section so
designated below.
Compensation of Chief Executive Officer
The Board of Directors determined Godfrey Smith's compensation for 1993 upon a
number of factors and criteria, many of which were subjective. His salary was
primarily based upon a review of the salaries of chief executive officers of
comparable bank holding companies, his historical salary levels and his tenure
with Company. His bonus, pursuant to the Company's profit participation plan,
was determined primarily with reference to the Company's profitability during
1993. His profit participation represented 30.5% of his total compensation.
BOARD OF DIRECTORS
/s/ DuBose Ausley
/s/ Thomas A. Barron
/s/ Payne H. Midyette, Jr.
/s/ Godfrey Smith
/s/ William G. Smith, Jr.
Stock Incentive Plan
The Company's 1992 Stock Incentive Plan (the "Stock Plan" ) was originally
adopted by the shareholders of the Company on April 28, 1992. The Plan became
effective January 1, 1992, and awards may be made until January 1, 2002. On
January 21, 1994, the Company issued 2,218 shares to plan participants based on
performance for the year ended December 31, 1993. These were the first shares
to be issued under the plan. The purpose of the Stock Plan is to attract and
retain key officers who are in a position to make material contributions to the
successful operation of the business of the Company and its subsidiaries. The
Stock Plan is designed to focus management's efforts on long-term results, while
being attentive to short-term profitability.
A participant in the Stock Plan is not required to pay any consideration to the
Company in exchange for the receipt of incentive stock awards, and the Stock
Plan is administered by a committee of directors of the Company who are not
eligible to receive awards pursuant to the Plan (the "Plan Committee"). Awards
of incentive stock provide a participant with the number of shares of Common
Stock determined by the Plan Committee, which may grant awards as either capital
grants or performance grants. Performance grants provide awards of stock based
upon the achievement of specified performance goals established by the Board of
Directors, while capital grants are not conditioned upon the attainment of any
specific performance goals.
When a performance grant is made, it may provide that shares of incentive stock
will be issued to a participant only upon the achievement of certain performance
goals, or the Plan Committee may issue the stock immediately, subject to later
forfeiture by the participant in the event the performance goals are not met.
The Plan Committee also has the discretion to issue incentive stock on other
<PAGE>
bases which it may determine. A restricted period may, but need not be, imposed
on all awards under the Plan, during which Participants may not sell, assign or
transfer their incentive stock. A recipient of incentive stock is entitled to
all other rights of a shareholder, including the right to vote such shares and
receive dividends thereon, during the restricted period. In the event of any
change of control in the ownership of the Company, shares of incentive stock are
freed of all restrictions, including any performance requirements. If a Stock
Plan participant ceases to be an employee of the Company (other than by reason
of death, disability or retirement) during the period in which his or her
incentive stock remains restricted, any such restricted stock will be forfeited
and returned to the Company. Upon death, disability or retirement, shares of
incentive stock are freed of restrictions to the extent determined by the Plan
Committee.
Retirement Plan
Capital City Bank Group, Inc., maintains a noncontributory, defined benefit
retirement plan which covers all full-time employees (and certain part-time
employees with 1,000 hours of service annually) of Capital City Bank Group,
Inc., and the Group banks. The plan, which contains a five-year vesting
requirement, provides monthly payments upon retirement at age 65 based generally
upon the average monthly compensation for the last five consecutive years in
which compensation was highest within the last ten years of employment, with
additional pre-retirement disability and death benefits. The plan includes
profit participation payments as part of the compensation covered by the plan.
The 1993 compensation covered by the plan was $95,600 for Mr. Ausley, $241,210
for Mr. Barron, $110,665 for Mr. Davis, $272,800 for Mr. Godfrey Smith and
$272,102 for Mr. William G. Smith, Jr. At December 31, 1993, Messrs. Ausley,
Barron, Davis and William G. Smith, Jr., had 19, 19, 12 and 15 years of credited
service, respectively, under the plan. At December 31, 1993, Mr. Godfrey Smith
had 56 years of service. On July 1, 1983, Mr. Godfrey Smith, being beyond the
age of 65, withdrew a portion of his vested benefits in a lump sum from the
plan. On January 1, 1992, Mr. Godfrey Smith began receiving a required minimum
distribution of $5,061 per month.
Benefits are equal to the accrued benefits as of December 31, 1988, computed in
accordance with a prior formula, plus a percentage of average monthly
compensation for each year of service after 1988. The following table sets forth
annual retirement benefits payable under the plan to employees in the specified
period-of-service and compensation classifications, assuming the participant was
born in 1955 or later, all service is after 1988, and retirement is at the age
of 65.
Estimated Annual Pension(2) for
Highest Consecutive Representative Years of Service Credit
Five-Year Average (Exclusive of Social Security Benefits)
Salary(1) 10 Years 20 years 30 years
$ 30,000 $ 5,928 $11,856 $17,784
40,000 8,208 16,416 24,624
50,000 10,488 20,976 31,464
60,000 12,768 25,536 38,304
70,000 15,048 30,096 45,144
80,000 17,328 34,656 51,984
90,000 19,608 39,216 58,824
100,000 21,888 43,776 65,664
125,000 27,588 55,176 82,764
150,000 33,288 66,576 99,864
175,000 38,988 77,976 116,964
200,000 44,688 89,376 118,800
235,000 and higher 52,668 105,336 118,800
<PAGE>
(1) Maximum recognized for benefit purposes in 1994 is $150,000, versus $235,840
in 1993. (2) Maximum permitted in 1994 is $118,800 versus $115,641 in 1993.
Employees with service prior to 1989 or born prior to 1955 will have different
benefits from those shown above, depending upon their year of birth, years of
service prior to 1989, and compensation level. No single table is possible for
these employees due to the multiple variables involved.
Compensation Committee Interlocks and Insider Participation
The Group banks had outstanding loans to certain of the Company's directors,
executive officers, their associates and members of the immediate families of
such directors and executive officers. These loans were made in the ordinary
course of business and were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with others. These loans do not involve more than the normal risk
of collectability or present other unfavorable features.
DuBose Ausley, Chairman of the Board, is Chairman of Macfarlane Ausley Ferguson
and McMullen, the Company's general counsel. During 1993, the Company and its
Group banks paid legal fees to the law firm totalling $266,000.
Payne H. Midyette, Jr., Director, is Chairman of the Executive Committee of
Midyette-Moor, a division of Palmer & Cay/Carswell, Inc. During 1993, the
Midyette-Moor Agency earned commissions totalling $60,500 based on policies
issued and in effect for the Company and its Group banks.
Messrs. Ausley and Midyette are members of the Compensation Committee which
administers the Company's Stock Plan.
City National's main office is located on land leased from the Smith Interest
General Partnership in which several directors and officers have an interest.
Lease payments during 1993 totalled approximately $51,900.
Comparative Performance of the Company
The Securities and Exchange Commission requires the Company to present a chart
comparing the cumulative total shareholder return on its Common Stock with the
cumulative shareholder return of (i) a broad equity market index, and (ii) a
published industry index. This chart should not be deemed incorporated by
reference into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934. The chart below compares the total return on the Company's
common stock with the Standard and Poor's 500 Index and the Carson Medlin
Company's Independent Bank Index (weighted), and assumes an investment of $100
on December 31, 1987, in each of the Company's Common Stock, the stock
comprising the Standard & Poor's 500 Index, and the stock comprising the
Independent Bank Index (weighted), in each case with dividends reinvested. The
market for the Company's Common Stock is illiquid and there is no independent
source of information, such as the National Association of Securities Dealers
Automated Quotation System, which reports trades in the Common Stock. Management
of the Company believes that the Common Stock trades relatively infrequently
based on the number of transfers of Common Stock presented to the transfer agent
for processing. Therefore, comparisons of the performance of the Common Stock to
indices comprised of actively-traded securities in liquid markets may not
necessarily be meaningful.
[Paper Copy of Performance Graph Filed Under Cover of Form SE]
<PAGE>
Executive Compensation
The following summary compensation table sets forth information concerning
compensation for services in all capacities earned or paid to the Company's
Chief Executive Officer and the most highly compensated executive officers of
the Company who earned over $100,000 in aggregate salary, bonus and other
compensation in 1993.
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long-Term Compensation
Restricted
Name and Fiscal Other Annual Stock LTIP
Principal Position Year Salary($)(1) Bonus($)(1) Compensation($)(l) Awards ($)(4) Payouts($)
<S> <C> <C> <C> <C> <C> <C>
Godfrey Smith 1993 197,800 87,000 - - -
President and CEO 1992 176,103 75,000 34,400(3) - -
1991 175,000 75,000 33,200(3) - -
William G. Smith, Jr. 1993 132,000 152,400 14,404(2) 26,000 0
Executive Vice President 1992 103,000 140,000 36,150(3) - -
and COO 1991 103,000 119,500 36,050(3) - -
Thomas A. Barron 1993 148,000 106,100 7,046(2) 26,000 0
Treasurer 1992 110,600 119,200 41,550(3) -
1991 105,600 112,200 38,850(3) -
J. Kimbrough Davis 1993 78,100 33,800 6,630(2) 26,000 0
Senior Vice President 1992 66,213 32,500 5,900(3) - -
and CFO 1991 60,000 25,000 6,050(3) - -
DuBose Ausley 1993 75,600 29,000 - - -
Chairman of the Board 1992 60,000 20,000 35,750(3) - -
1991 60,000 20,000 38,800(3) - -
<F1>
(1) Includes compensation for services as officer of Group Banks, where applicable.
<F2>
(2) Reflects the value of short-term incentive stock awards issued for 1993 performance.
<F3>
(3) Director and Committee Fees.
<F4>
(4) Issuance of these stock awards is subject to the plan participants achieving certain specified long-
term performance goals.
</TABLE>
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information concerning each person known
to be a beneficial owner of more than 5% of the outstanding shares of the common
stock as of March 1, 1994.
Amount Beneficially Owned Percent
Name and Address as of March 1, 1994 of Class
Godfrey Smith
Post Office Box 900
Tallahassee, Florida 32302 556,502(1) 19.52%
DuBose Ausley
Post Office Box 391
Tallahassee, Florida 32302 236,910(2) 8.31%
William G. Smith, Jr.
Post Office Box 900
Tallahassee, Florida 32302 437,330(3) 15.34%
R. H. Smith
Post Office Box 11248
Tallahassee, Florida 32302 429,249(4) 15.05%
(1) Includes 47,601 shares held by Mr. Smith's wife, to which he disclaims
beneficial ownership.
(2) Includes (i) 60,892 shares held in trust under which Mr. Ausley serves as
trustee and has sole voting and investment power; (ii) 10,000 shares owned by a
corporation of which Mr. Ausley is President and as to which Mr. Ausley controls
voting and investment power; (iii) 16,543 shares held in trusts under which Mr.
Ausley serves as a trustee and has shared voting and investment power; and (iv)
1,475 shares owned by Mr. Ausley's wife, to which he disclaims beneficial
ownership.
(3) Includes (i) 13,996 shares in accounts for his children for which Mr. Smith
is Custodian; (ii) 90,000 shares held in a trust under which Mr. Smith shares
voting and investment power as a co-trustee; (iii) 6,061 shares owned by Mr.
Smith's wife; and (iv) 102,512 shares held by a partnership under which Mr.
Smith shares voting and investment power. Mr. Smith disclaims beneficial
ownership of the 6,061 shares held by his wife.
(4) Includes (i) 14,656 shares in accounts for his children for which Mr. Smith
is Custodian; (ii) 90,000 shares held in a trust under which Mr. Smith shares
voting and investment power as a co-trustee; (iii) 6,828 shares owned by Mr.
Smith's wife; and (iv) 102,512 shares held by a partnership under which Mr.
Smith shares voting and investment power. Mr. Smith disclaims beneficial
ownership of the 6,828 shares held by his wife.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Arthur Andersen & Co., independent
certified public accountants, as independent auditors for Capital City Bank
Group, Inc., and its subsidiaries for the current fiscal year ending December
31, 1994, subject to ratification by the shareholders. Fiscal 1994 will be the
first year Arthur Andersen & Co. will audit the books and records of the
Company. The decision to change the Company's independent auditors from James
<PAGE>
D. A. Holley & Co. to Arthur Andersen & Co. was made by the Company's Board of
Directors on January 21, 1994. Arthur Andersen & Co. was engaged on April 5,
1994. During the periods in which James D. A. Holley & Co. audited the books
and records of the Company, none of the reports issued by such firm on the
financial statements of the Company contained an adverse opinion or disclaimer
of opinion, or was qualified or modified as to uncertainty, audit scope or
accounting principles. The Company has never had any disagreements with James
D. A. Holley & Co. on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure.
Representatives of James D. A. Holley & Co. will be present at the meeting and
will be given an opportunity to make a statement, if they so desire, and to
respond to questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF ARTHUR ANDERSEN & CO. FOR THE FISCAL YEAR ENDING DECEMBER 31,
1994.
SHAREHOLDERS' PROPOSALS
Shareholders who intend to submit proposals to the Company's shareholders at the
1995 Annual Meeting must submit such proposals to the Company no later than
December 8, 1994, in order to be considered for inclusion in the proxy statement
and form of proxy to be distributed by the Board of Directors in connection with
that meeting. Shareholder proposals should be submitted to J. Kimbrough Davis,
Capital City Bank Group, Inc., Post Office Box 11248, Tallahassee, Florida
32302.
MISCELLANEOUS
The Company has filed an annual report for the fiscal year ended December 31,
1993, on Form 10-K with the Securities and Exchange Commission. Shareholders may
obtain, free of charge, a copy of the Company's annual report on Form 10-K by
writing to the Chief Financial Officer at the Company's corporate address.
The Board of Directors knows of no other matters which will be brought before
the Annual Meeting of Shareholders. Execution of Item 3 of the proxy, however,
confers on the designated proxy holders discretionary authority to vote the
shares in accordance with their best judgement on other business, if any, that
may properly come before this meeting or any adjournments thereof.
For the Board of Directors,
J. KIMBROUGH DAVIS
Corporate Secretary
Tallahassee, Florida
April 7, 1994
