PROXY FOR ANNUAL MEETING
APRIL 26, 1995
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 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, 1995, at the annual meeting of its shareholders to be held at the Tallahassee
Leon County Civic Center, 505 West Pensacola Street, Tallahassee, Florida, on
April 26, 1995, at 11:00 a.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 seven (7) and the election
of the seven (7) persons listed as a group, except as individually marked to
the contrary below:
For _____________Against _____________Abstain _____________
(1) DuBose Ausley
(2) Thomas A. Barron
(3) Cader B. Cox, III
(4) John K. Humphress
(5) Payne H. Midyette, Jr.
(6) Godfrey Smith
(7) William G. Smith, Jr.
INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided.
______________________________________________________________________
2. Approve the Company's 1995 Associate Stock Purchase Plan:
For _____________ Against _____________ Abstain _____________
3. Ratify the appointment of Arthur Andersen LLP, as the Company's auditors for
1995:
For _____________ Against _____________ Abstain _____________
4. 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 seven
nominees for director named above.
<PAGE>
This Proxy is solicited on behalf of the Board of Directors and may be revoked
prior to its exercise.
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.
<PAGE>
April 7, 1995
Dear Fellow Shareholders:
You are cordially invited to attend the Annual Shareholders' Meeting of Capital
City Bank Group, Inc., scheduled for 11:00 a.m., Wednesday, April 26, 1995 in
the Leon County Civic Center. Please proceed via the elevator or escalator
inside the Civic Center to the lower level where you will be directed to the
meeting room.
Arrangements have been made for parking in the Civic Center lot. A bank
associate will greet you as you enter the Civic Center. If you, or someone
riding with you, need assistance, please drive to the Civic Center driveway on
Pensacola Street, and the bank will have an associate available to assist you.
The meeting will begin at 11:00 a.m. I hope you will come early and join your
friends for light refreshments at 10:30 a.m., and remain for lunch after the
meeting to help celebrate the bank's 100th anniversary. To help with preparing
the meal, a self-addressed R.S.V.P. card is enclosed.
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 17, 1995. A
postage-paid envelope is enclosed for your convenience.
Sincerely,
William G. Smith, Jr.
President
<PAGE>
CAPITAL CITY BANK GROUP, INC.
217 North Monroe Street
Tallahassee, Florida 32301
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Capital City
Bank Group, Inc., (the "Company") will be held at the Tallahassee Leon County
Civic Center, 505 West Pensacola Street, Tallahassee, Florida, on April 26,
1995, at 11:00 a.m., for the following purposes:
(1) To fix the number of directors to be elected at seven (7) and to elect the
seven (7) directors as set forth in the proxy statement;
(2) To approve the Company's 1995 Associate Stock Purchase Plan;
(3) To ratify the appointment of Arthur Andersen LLP as auditors for the Company
or 1995; and
(4) 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, 1995.
Only shareholders of record at the close of business on March 1, 1995, 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, 1995
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 26, 1995
GENERAL
Purpose of Solicitation
The Annual Meeting of the Shareholders of Capital City Bank Group, Inc., (the
"Company") will be held at the Tallahassee Leon County Civic Center, 505 West
Pensacola Street, Tallahassee, Florida, on April 26, 1995, at 11:00 a.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 Proxy are being mailed to shareholders on or about April 7, 1995.
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 seven (7), electing the seven (7)
directors as set forth herein, approving the Company's 1995 Associate Stock
Purchase Plan and ratifying the appointment of Arthur Andersen LLP 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, 1995, 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
2,853,680 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, approval of the 1995 Associate
Stock Purchase Plan and ratification of the auditors. Abstentions or broker
non-votes shall be counted for purposes of determining whether a quorum is
present, and shall not be deemed a favorable vote on a particular matter for
purposes of election, approval or ratification.
ELECTION OF DIRECTORS
(Proposal One)
It is proposed that the number of directors constituting the Board of Directors
for 1995 be fixed at seven, and that the seven 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 on March 1, 1995, a brief description of the director's
principal occupation and business experience during the last five years,
directorships of certain other companies presently held, and certain other
information. Messrs. Cox and Humphress were elected to the Board of Directors
in October 1994. The remaining 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, 1995 Ownership
DuBose Ausley* 57 A director since 1982, he 236,910 (1) 8.30%
is Chairman of the Board
of the Company. Mr. Ausley
is Chairman of the law
firm of Macfarlane Ausley
Ferguson & 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* 42 A director since 1982, he 76,785 (2) 2.69%
is Treasurer of the Company
and was elected President of
Capital City Bank in January
1995. He served as President
of Capital City Second
National Bank from 1979 to
1995 and President of
Industrial National Bank
from 1982 to 1995.
Cader B. Cox, III 45 A director since October 1994, 1,000 **
he is President of Riverview
Plantation, Inc.
John K. Humphress 46 A director since October 1994, 37,763 (3) 1.32%
he is a partner in Krause
<PAGE>
Humphress Pace & Wadsworth,
Chartered CPA's.
Payne H. Midyette, Jr. 67 A director since 1983, he is 89,774 (4) 3.15%
Chairman of the Executive Com-
mittee of Midyette-Moor, a
division of Palmer & Cay/
Carswell, Inc. From 1985 to
1992 he was Chairman of
Alexander & Alexander, Inc.,
(Florida Corporation) d/b/a
Midyette-Moor Insurance
Agency.
Godfrey Smith*(7) 81 A director since 1982, he was 554,600 (5) 19.43%
elected Vice Chairman of the
Company and Capital City Bank
in January 1995. Mr. Smith
served as President of the
Company from 1982 to 1995.
William G. Smith, Jr.*(7)41 A director since 1982, he was 448,306 (6) 15.71%
elected President of the
Company and Chairman of
Capital City Bank in January
1995. Mr. Smith served as
Executive Vice President and
Chief Operating Officer from
1987 to 1995 and President of
Capital City First National
Bank of Tallahassee from
1989 to 1995.
All directors and
executive officers as a
group (10 persons) 1,453,968 (8) 50.95%
*Serves as an executive officer of the Company. (9)
**Less than 1%
(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 Chairman and as to which Mr. Ausley
controls voting and investment power; (iii) 4,543 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 7,116 shares of which Mr. Humphress has Power of Attorney and may
be deemed to be beneficial owner. Also includes 19,824 shares held in trust
for which Mr. Humphress serves as a member of an advisory committee and may
be deemed to be a beneficial owner.
<PAGE>
(4) Includes 31,020 shares for which Mr. Midyette has Power of Attorney and may
be deemed to be a beneficial owner. Also includes 3,117 shares owned by Mr.
Midyette's wife, to which he disclaims beneficial ownership.
(5) Includes 52,000 shares held by Mr. Smith's wife, to which he disclaims
beneficial ownership.
(6) Includes (i) 15,430 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) 111,512 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.
(7) Godfrey Smith is the father of William G. Smith, Jr.
(8) Includes shares held by J. Kimbrough Davis, an executive officer of the
Company. Mr. Davis' shares (i) include 2,066 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.
(9) Includes shares owned by two persons who became executive officers in
January 1995.
Board Committees, Attendance and Compensation
Board committees 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 making
recommendations to the Board of Directors regarding compensation of the
Company's Chief Executive Officer, reviewing the compensation of certain other
executive officers and administering certain compensation and benefit plans.
Five of the parent company directors serve on the Board of Directors of one or
more of the four Group banks. Additionally, these directors serve on various
committees established by the banks.
In 1994, the Company paid directors fees of $250 per meeting attended, plus a
$2,500 retainer fee. Effective January 1, 1995, the fee for attending a meeting
was increased from $250 to $400. Directors who are officers of the Company are
not paid director fees or a retainer. Five of the seven parent company
directors attended at least 75% of the twelve Board of Directors meetings held
during 1994. Messrs. Cox and Humphress were elected to the Board in October
1994 and attended all meetings subsequent to their election.
EXECUTIVE OFFICERS, COMPENSATION AND OTHER INFORMATION
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.
<PAGE>
Executive Officers Information Concerning Executive Officers
DuBose Ausley Mr. Ausley, Chairman of the Board, is 57
Thomas A. Barron Mr. Barron, Treasurer, is 42
Randolph K. Briley (1) Mr. Briley, Executive Vice President and Relationship
Banking Manager, Capital City Bank, is 48
J. Kimbrough Davis (2) Mr. Davis, Senior Vice President and Chief Financial
Officer, is 41
Mitchell R. Englert (3) Mr. Englert, Executive Vice President and Retail
Banking Manager, Capital City Bank, is 41
Godfrey Smith (4) Mr. Smith, Vice Chairman, is 81
William G. Smith, Jr.(4) Mr. Smith, President, is 41
(1) Mr. Briley was elected Executive Vice President and Relationship Banking
Manager of Capital City Bank in January 1995. He served as Executive Vice
President of Capital City First National Bank from April 1990 to 1995.
(2) Mr. Davis was elected Senior Vice President and Chief Financial Officer of
the Company in January 1991. He served as Vice President and Chief Financial
Officer from 1987 to 1990 and in January 1995 he was elected Chief Financial
Officer of Capital City Bank.
(3) Mr. Englert was elected Executive Vice President and Retail Banking Manager
of Capital City Bank in January 1995. He served as President of City
National Bank from July 1989 to 1995.
(4) Godfrey Smith is the father of William G. Smith, Jr.
Compensation Committee Report
The Compensation Committee is responsible for making recommendations to the
Board of Directors regarding compensation of the Company's Chief Executive
Officer, reviewing the compensation of certain other executive officers and
administering certain compensation and benefit plans. Our primary objective in
the area of compensation is to attract and retain the highest quality executive
officers by implementing compensation plans which are competitive while assuring
compensation is reflective of the Company's performance. We believe executive
compensation should be designed to motivate executives to pursue the actions
necessary to strengthen Company performance and enhance shareholder value. To
achieve these objectives, the Company's executive compensation program ties a
significant portion of officer compensation to Capital City Bank Group's success
in meeting specified performance goals which we believe enhance shareholder
value, as well as individual performance. The committee used a peer group of
similar banks as a benchmark for compensation in 1994.
In 1995, we engaged an independent executive compensation consultant to assist
the Committee in their assessment and evaluation of the appropriateness of the
executive compensation program. The peer group was changed for 1995. The banks
for the peer group were chosen based on the similarities with Capital City Bank
Group relative to size and the types of markets they serve. We feel this is an
appropriate comparison for both performance and compensation purposes. We have
used the new peer group in our stock performance graph for comparison purposes.
A description of each of the major elements of the executive compensation
program and its specific relationship to corporate performance and a summary of
the decisions and actions taken by the Compensation Committee with regard to
1994 and 1995 executive compensation are described below.
In addition, we have specifically identified our actions regarding the
compensation of Godfrey Smith and William G. Smith, Jr. relative to their
<PAGE>
changing responsibilities. We have commented on each individual's compensation
in relationship to Company and individual performance.
Executive officers' base salaries are determined principally by the
responsibilities required by the position, the experience of the individual, and
the competitive market. Executives are eligible for periodic increases in their
base salary as a result of individual performance or significant changes in
their responsibilities. However, it is the intention of the Company to keep
salary increases low on a comparative basis and provide additional opportunity
through incentives.
For 1994, Godfrey Smith's base salary was reduced based upon his conveyance of
greater responsibilities to William G. Smith, Jr., who was elected to serve as
the Chief Executive Officer beginning in 1995. However, William G. Smith, Jr.'s
base salary was not raised in 1994 or 1995 although he assumed additional
responsibilities. Instead, William G. Smith, Jr.'s opportunity under the profit
participation plan was increased slightly in both years.
The profit participation plan enables executive officers to earn a cash
incentive based on the Company's and/or Group Bank's profitability targets,
established at the beginning of the year by the Board of Directors for the
Company and for each of the Group Banks. The amount of cash bonus which may be
earned by an executive increases or decreases, within a range, by a multiple of
the percentage by which net income exceeds or falls short of the established
profit goals. The goals are based upon earnings performance. We believe
improved earnings performance will translate into long-term increases in
shareholder value.
Mr. Godfrey Smith's annual bonus under this plan was tied directly to the
Company's actual profitability for 1994 compared to budget. It is our belief
his performance and influence are best measured by the Company's profitability.
In 1994, his incentive compensation represented 30% of his total cash
compensation.
Mr. William G. Smith, Jr.'s actual bonus paid for 1994 under the plan was tied
to the profitability of Capital City First National Bank ("CCFNB") and the
Company. His annual bonus opportunity was reflective of a less than competitive
base salary and long-term incentives. Mr. William G. Smith, Jr. received an
award equal to 55% of total cash compensation. Of his total bonus of $160,000,
$82,000 was earned based upon CCFNB performance and $78,000 was based upon
Company performance.
Pursuant to the Company's 1992 Stock Incentive Plan, certain executive officers
of the Company and the Group Banks are eligible to earn shares of the Company's
common stock. Actual grants are determined by the Committee based on the
achievement of short and long-term performance goals. These goals are set for
each individual participant by the Committee with reference to several
performance factors. The performance factors include return on assets, level of
nonperforming assets, net charge-offs, loan growth, and deposit growth. The
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.
Specific targets and weightings used for establishing short-term and long-term
performance goals are subject to change at the beginning of each measurement
period, and are influenced by the Committee's desire to emphasize performance in
certain areas. In addition to stock earned in 1994, the Company provided a cash
bonus equal to 28% of the value of stock as a partial offset to the tax
liability incurred by the participant.
<PAGE>
Godfrey Smith is not a participant in the stock incentive plan based upon his
intention to reduce his role in the long-term management of the Company.
William G. Smith, Jr. received a payout of 192 shares, with a fair market value
of $30 per share, based upon the achievement of predetermined short-term
performance goals for 1994. The opportunity at maximum performance was 762
shares. In addition, he earned 350 shares based upon his achievement of
long-term goals over the performance period ended December 31, 1994. The
maximum award opportunity was 1,000 shares.
The Committee believes that the executive compensation program described in this
Report serves the interests of the shareholders and the Company. Executive
officer compensation is linked to individual and Company short and long-term
performance objectives. The Committee will continue to ensure that the
compensation program, and each element therein, meets Capital City Bank Group's
business objectives and philosophy.
Compensation Committee
/s/ DuBose Ausley
/s/ Cader B. Cox, III
/s/ John K. Humphress
/s/ Payne H. Midyette, Jr.
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 four other most highly compensated executive
officers of the Company who earned over $100,000 in aggregate salary, bonus and
other compensation in 1994.
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation (1) Long-Term Compensation (1)
Name and Fiscal Other Annual LTIP
Principal Position Year Salary Bonus Compensation Payouts
<S> <C> <C> <C> <C> <C>
DuBose Ausley 1994 $ 75,600 $ 29,000 $ - -
Chairman of the Board 1993 75,600 29,000 - -
1992 60,000 20,000 35,750(4) -
Godfrey Smith 1994 175,000 75,000 - $ -
Vice Chairman 1993 197,800 87,000 - -
1992 176,103 75,000 34,400(4) -
William G. Smith, Jr. 1994 132,000 165,822(2) 4,553(3) 10,500
President 1993 132,000 166,804(2) 4,033(3) -
1992 103,000 140,000 36,150(4) -
Thomas A. Barron 1994 148,000 149,985(2) 6,040(3) 15,000
Treasurer 1993 148,000 113,146(2) 1,973(3) -
1992 110,600 119,200 41,550(4)
J. Kimbrough Davis 1994 80,500 46,079(2) 5,645(3) 16,500
Sr. Vice President/CFO 1993 78,100 40,430(2) 1,856(3) -
1992 66,213 32,500 5,900(4) -
<F1>
(1) Includes compensation for services as an officer of Group Banks, where applicable.
<F2>
(2) Includes cash bonuses and the value of short-term incentive stock awards.
<F3>
(3) Consists of cash bonuses paid as a tax supplement to participants in the Company's Stock Incentive
Plan.
<F4>
(4) Director and Committee Fees.
</TABLE>
<PAGE>
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. 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. On January 20, 1995, the Company issued 6,865 shares to
plan participants in recognition of achievement of short and long-term
performance goals for the performance periods ended December 31, 1994.
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. The Stock Plan is
administered by the Compensation Committee and no member of the Committee is
eligible to receive awards pursuant to the Plan. Awards of common stock are
determined by the Compensation Committee and may be granted as either
performance grants or capital 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. To date, all shares of stock issued under
the Plan have been based upon the achievement of specified 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 Compensation Committee may issue the stock immediately, subject to
later forfeiture by the participant in the event the performance goals are not
met. The Compensation Committee also has the discretion to issue incentive stock
on other 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 employed by 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
Compensation Committee.
Associate Stock Purchase Plan
It is the intention of the Company to implement an associate stock purchase
plan. The plan will provide associates with the ability to purchase stock of
the Company. Each associate will have an equal opportunity based upon a
percentage of compensation. We anticipate the executives will be provided the
same opportunity as other associates. However, additional restrictions apply,
based upon tax law. The plan is further described in this Proxy Statement under
Proposal Two.
Retirement Plan
Capital City Bank Group, Inc., maintains a noncontributory, defined benefit
retirement plan which covers all full-time associates (and certain part-time
associates 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
<PAGE>
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 1994 compensation covered by the plan was $105,050 for Mr. Ausley, $282,675
for Mr. Barron, $116,258 for Mr. Davis, $262,000 for Mr. Godfrey Smith and
$288,535 for Mr. William G. Smith, Jr. At December 31, 1994, Messrs. Ausley,
Barron, Davis, and William G. Smith, Jr., had 20, 20, 13, and 16 years of
credited service, respectively, under the plan. At December 31, 1994, Mr.
Godfrey Smith had 57 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 associates 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 for
Highest Consecutive Representative Years of Service Credit(2)
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
(1) Maximum recognized for benefit purposes in 1995 and 1994 is $150,000.
(2) Maximum permitted in 1995 is $120,000 versus $118,800 in 1994.
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
& McMullen, the Company's general counsel. During 1994, the Company and its
Group banks paid legal fees to the law firm totalling $263,000.
<PAGE>
Payne H. Midyette, Jr., Director, is Chairman of the Executive Committee of
Midyette-Moor, a division of Palmer & Cay/Carswell, Inc. During 1994, the
Midyette-Moor Agency earned commissions totalling $37,100 based on policies
issued and in effect for the Company and its Group banks.
Messrs. Ausley, Cox, Humphress and Midyette are members of the Compensation
Committee which administers the Company's Stock Incentive Plan.
Capital City Bank's Apalachee Parkway Office is located on land leased from the
Smith Interests General Partnership in which several directors and officers have
an interest. Lease payments during 1994 totalled approximately $53,000.
Stock Performance Graph
The Securities and Exchange Commission requires the Company to present a chart
comparing the cumulative total shareholder return on its Common Stock over a
five-year period with the cumulative shareholder return of (i) a broad equity
market index and (ii) a published industry index or a peer group selected by
management. The chart below compares total return of the Company's common stock
over a five-year period with the Standard and Poor's 500 Index, the Independent
Bank Index and an index based upon a group of banks selected by management. In
the future, the peer group selected by management will replace the Independent
Bank Index. However, the SEC requires the Company to disclose the performance
of the Independent Bank Index in the year of the change. The peer group
selected by management is comprised of the banks used for the 1994 executive
compensation study to reinforce the link between Company performance and
executive pay. Next year, the Independent Bank Index will be dropped and the
performance graph will only display Company performance, the Standard and Poor's
500 Index and the selected peer group.
The performance graph assumes an initial investment of $100 on December 31,
1989. This investment grows each year based on the total shareholder returns of
the Company's Common Stock, the Standard & Poor's 500 Index, the Independent
Bank Index, and the market capitalization weighted returns of the selected peer
group, 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 Company's Common Stock trades relatively infrequently based on the
number of transfers of Company's Common Stock presented to the transfer agent
for processing. Therefore, comparisons of the performance of the Company's
Common Stock to indices comprised of actively-traded securities in liquid
markets may not necessarily be meaningful.
12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94
CAPITAL CITY BANK
GROUP, INC. $100.00 $87.83 $ 90.43 $ 93.04 $104.35 $124.14
PEER GROUP* $100.00 $74.68 $ 88.34 $153.53 $178.75 $191.82
S & P 500 $100.00 $96.89 $126.28 $135.88 $149.52 $151.55
INDEPENDENT BANK
INDEX $100.00 $89.00 $ 99.00 $136.00 $160.00 $193.00
*The Peer Group includes Allied Bankshares, Inc., BancTexas Group, Inc., Bank of
Granite Corp., Carolina First Corp., Century South Banks, Inc., Commerce Bank,
First City Bancorp, Inc., First United Bancshares, Inc., Horizon Bancorp, Inc.,
Jefferson Bancorp, Inc., L.S.B. Bankshares, Inc. of S.C., Leader Financial
Corp., Liberty Bancorp, Inc., L.S.B. Bankshares, Inc., NBSC Corp., North Fork
<PAGE>
Bancorporation, Inc., Peoples Holding Company, Piedmont Bank Group, Inc.,
Premier Bankshares Corp., Seacoast Banking Corp. of Florida, Security Capital
Bancorp, Simmons First National Corp., Sterling Bancorp New York, WesBanco, Inc.
Not all of the data is available for prior years. First United Bancshares, Inc.
entered in 1992, Commerce Bank Virginia Beach entered in 1993, Peoples Holding
Co. entered in 1993, Horizon Bancorp,Inc. entered in 1994, and Leader Financial
Corp. entered in 1994. L.S.B. Bancshares, Inc. of S.C. may enter in 1995.
<PAGE>
APPROVAL OF CAPITAL CITY BANK GROUP, INC.'S
1995 ASSOCIATE STOCK PURCHASE PLAN
(Proposal Two)
On March 20, 1995, the Board of Directors adopted the Capital City Bank Group,
Inc. 1995 Associate Stock Purchase Plan (the "Plan"), subject to shareholder
approval at the 1995 Annual Meeting of Shareholders. The full text of the Plan
is attached as Exhibit A to this Proxy Statement. The following summary of the
major provisions of the Plan is qualified, in its entirety, by reference to the
Plan as set forth in Exhibit A. Capitalized terms not otherwise defined herein
shall have the meaning set forth in the Plan.
Purpose
The purpose of the Plan is to provide associates of the Company and its
designated subsidiaries with an opportunity to purchase Common Stock of the
Company through accumulated payroll deductions or other contributions. It is
the intention of the Company to have the Plan qualify as an "Employee Stock
Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code"). The provisions of the Plan, accordingly, shall be
construed so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code. Under the Plan, the Company will
sell shares to participants at a price equal to a percentage of the fair market
value of Common Stock at the beginning or end of a subscription period,
whichever is less. The percentage is established from time-to-time by the
Compensation Committee (the "Committee"), subject to IRS limitations.
The Board of Directors believes that the Plan will encourage broader stock
ownership by associates of the Company and thereby provide an incentive for non-
executive associates to contribute to the profitability and success of the
Company. In particular, the Board intends for the Plan to offer a convenient
means for such associates who might not otherwise own Common Stock in the
Company to purchase and hold Common Stock, and that the discounted sale feature
of the Plan provides a meaningful inducement to participate. The Board believes
that associates' continuing economic interest, as shareholders, in the
performance and success of the Company will enhance the entrepreneurial spirit
of the Company, which can greatly contribute to the long-term growth and
profitability of the Company.
Administration
The Plan shall be administered by the Committee, which shall consist of
disinterested members of the Board of Directors as appointed from time-to-time
by the Board. Although members of the Board are allowed to participate in the
Plan, no member of the Committee may participate in the Plan, and members of the
Board of Directors who are eligible to participate in the Plan may not vote on
any matter affecting the administration of the Plan or the grant of any option
pursuant to the Plan.
Subject to the Plan's terms and conditions, the Committee shall have full and
discretionary authority to construe, interpret and apply the terms of the Plan,
to determine eligibility and to adjudicate all disputed claims filed under the
Plan. Every finding, decision and determination made by the Committee shall, to
the full extent permitted by law, be final and binding upon all parties.
Shares Subject to Plan
Under the terms of the Plan, the shares of the Company's Common Stock purchased
by participants will be purchased directly from the Company. The maximum number
of shares of Common Stock which shall be made available under the Plan shall be
<PAGE>
150,000 shares, which, as of February 28, 1995, using the most recent sale price
of $31.00 per share (known to the Company with respect to sales of Common Stock)
would represent approximately $4,650,000 of market value. The maximum number of
shares available under the Plan, however, shall be subject to appropriate
adjustment in the case of any extraordinary dividend or other distribution,
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, share exchange, or other
similar corporate transaction or event affecting the Common Stock. Shares
purchased from the Company will be either authorized but unissued shares or
treasury shares.
Stock Option Rights
Any associate of the Company will be eligible to participate in the Plan, except
those who have been employed by the Company for less than one year and any
associate who owns 5 percent or more of the total combined voting power or value
of all outstanding shares of all classes of securities of the Company or any
subsidiary. Approximately 456 associates of the Company currently would be
eligible to participate in the Plan.
An eligible associate may enroll for any six-month offering period, commencing
January 1 and July 1 of each year, by filing an enrollment form with the Company
at least 15 business days prior to the commencement of the offering period. If
the Plan is approved by the Company's shareholders at the 1995 Annual Meeting,
the initial subscription period will begin on or after July 1, 1995. After
initial enrollment in the Plan, the associate will be automatically re-enrolled
in the Plan for subsequent subscription periods unless he or she files a notice
of withdrawal before such subscription period begins, terminates employment, or
otherwise becomes ineligible to participate.
Upon enrollment in the Plan, the associate must elect a rate at which he or she
will make payroll contributions for the purchase of Common Stock. An associate
generally may elect to make contributions in an amount not less than one percent
(1%) nor more than ten percent (10%) of such associate's compensation (or such
higher or lower rates as the Committee may specify), although an associate's
contributions will be adjusted downward or refunded to the extent necessary to
ensure that he or she will not purchase during any offering period Common Stock
that has a fair market value, determined at the beginning of the offering
period, in excess of $25,000 per calendar year. All associate contributions
will be made by means of direct payroll deduction or, if permitted by the
Committee, by supplemental contribution. The contribution rate elected by a
participant will continue in effect until modified by the participant. The
contributions of an associate will be credited to an account maintained by the
Company on behalf of such associate.
Pursuant to the above method, shares of the Company's Common Stock will be
purchased on a given purchase date in the aggregate for all accounts under the
Plan. Shares purchased will be credited to the account maintained under the
Plan for each participant based upon the average cost of all shares purchased.
No interest will be credited on contributions pending investment in Common
Stock. Participants will have the exclusive right to vote or direct the voting
of shares credited to their accounts, and will be permitted to withdraw,
transfer, or sell their shares without restriction. Participants' rights under
the Plan are nontransferable except pursuant to the laws of descent and
distribution.
Costs and Expenses
The Company will pay costs and expenses incurred in the administration of the
Plan and maintenance of accounts. The Company will not pay brokerage fees and
<PAGE>
expenses relating to sales by participants, and participants may be charged
reasonable fees for withdrawals of share certificates and other specified
services. The Company will be responsible for furnishing account statements to
participants.
Amendment or Termination
A participant's enrollment in the Plan may be terminated at any time, effective
for payroll periods or subscription periods beginning after the filing of a
notice of termination of enrollment. Enrollment will also terminate upon
termination of a participant's employment by the Company and its subsidiaries.
Upon termination of enrollment, cash amounts resulting from previous
contributions will be repaid to the participant. A participant may not reduce
or eliminate contributions for an existing offering period without thereby
terminating enrollment, unless such action is taken to the extent necessary to
comply with Section 423(b)(8) of the Code and/or Section 3(b) of the Plan.
The Board of Directors may amend any provision of the Plan, provided that no
amendment may be made that would change any option previously granted if such a
change would adversely affect any participant. The Board or the Committee may
establish limitations or procedures deemed advisable and consistent with the
Plan.
The Board of Directors shall have the right to terminate the Plan at any time,
provided that no such termination may adversely affect options previously
granted except that an offering period may be terminated by the Board on any
exercise date if the Board determines that the termination of the Plan is in the
best interests of the Company and its shareholders.
Federal Income Tax Consequences
Under current law, the Company believes that the following federal income tax
consequences would generally result under the Plan. Rights to purchase shares
under the Plan are intended to constitute "options" issued pursuant to an
"Employee Stock Purchase Plan" within the meaning of Section 423 of the Code:
(1) No taxable income results to the participants upon the grant of an
option to purchase or upon the purchase of shares for his or her account under
the Plan (although the amount of a participant's contributions under the Plan
will be taxable as ordinary income to the participant).
(2) If the participant disposes of shares less than two years after the
first day of a subscription period with respect to which he or she purchased the
shares, or within one year after the date of purchase, then at that time the
participant will realize ordinary income in an amount equal to the fair market
value of the shares on the date of purchase minus the Purchase Price of the
shares.
(3) If the participant holds the shares for at least two years after the
first day of an offering period with respect to which he or she purchased the
shares, and one year after the date of purchase, then at the time the
participant disposes of the shares he or she will realize ordinary income in an
amount equal to the lesser of (i) the fair market value of the shares on the
first day of the offering period minus the Purchase Price of the shares; or (ii)
the fair market value of the shares on the date of disposition minus the
Purchase Price of the shares.
(4) In addition, the participant will realize a long-term or short-term
capital gain or loss, as the case may be, in an amount equal to the difference
between the amount realized upon any sale of the Common Stock and the
<PAGE>
participant's basis in the Common Stock (i.e., the Purchase Price plus the
amount, if any, taxed to the participant as ordinary income, as described in (2)
and (3) above).
(5) If the statutory holding period described in (2) and (3) above is
satisfied, the Company will not receive any deduction for federal income tax
purposes with respect to any discount in the sale price of Common Stock
applicable to such participant. If such statutory holding period is not
satisfied, the Company generally should be entitled to a tax deduction in an
amount equal to the amount taxed to the participant as ordinary income.
The foregoing provides only a general description of the application of federal
income tax laws to the Plan. The summary does not address the effects of other
federal taxes or taxes imposed under state, local, or foreign tax laws. Because
of the complexities of the tax laws, participants are encouraged to consult a
tax advisor regarding their individual circumstances.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE CAPITAL CITY
BANK GROUP, INC.'s 1995 ASSOCIATE STOCK PURCHASE PLAN.
PRINCIPAL SHAREHOLDERS AND MANAGEMENT STOCK OWNERSHIP
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
Company's common stock as of March 1, 1995.
Amount Beneficially Owned Percent
Name and Address as of March 1, 1995 of Class
Godfrey Smith
Post Office Box 900
Tallahassee, Florida 32302 554,600(1) 19.43%
DuBose Ausley
Post Office Box 391
Tallahassee, Florida 32302 236,910(2) 8.30%
William G. Smith, Jr.
Post Office Box 900
Tallahassee, Florida 32302 448,306(3) 15.71%
R. H. Smith
Post Office Box 11248
Tallahassee, Florida 32302 445,117(4) 15.60%
(1) Includes 52,000 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 Chairman and as to which Mr. Ausley
controls voting and investment power; (iii) 4,543 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) 15,430 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) 111,512 shares held by a partnership under
<PAGE>
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) 20,090 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) 7,545 shares
owned by Mr. Smith's wife; and (iv) 111,512 shares held by a partnership
under which Mr. Smith shares voting and investment power. Mr. Smith
disclaims beneficial ownership of the 7,545 shares held by his wife.
RATIFICATION OF APPOINTMENT OF AUDITORS
(Proposal Three)
The Board of Directors has appointed Arthur Andersen LLP, independent certified
public accountants, as independent auditors for Capital City Bank Group, Inc.
and its subsidiaries for the fiscal year ending December 31, 1995, subject to
ratification by the shareholders. Fiscal 1994 was the first year Arthur Andersen
LLP audited the books and records of the Company. The decision to change the
Company's independent auditors from James D. A. Holley & Co. to Arthur Andersen
LLP was made by the Company's Board of Directors on January 21, 1994. Arthur
Andersen LLP 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. or Arthur Andersen LLP on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure. Representatives of Arthur Andersen LLP 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 LLP FOR THE FISCAL YEAR ENDING DECEMBER 31, 1995.
SHAREHOLDERS' PROPOSALS
Shareholders who intend to submit proposals to the Company's shareholders at the
1996 Annual Meeting must submit such proposals to the Company no later than
December 8, 1995, in order to be considered for inclusion in the Proxy Statement
and 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,
1994, 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 4 of the proxy, however,
confers on the designated proxy holders discretionary authority to vote the
<PAGE>
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,
/s/ J. KIMBROUGH DAVIS
J. KIMBROUGH DAVIS
Corporate Secretary
Tallahassee, Florida
April 7, 1995
<PAGE>
EXHIBIT A
CAPITAL CITY BANK GROUP, INC.
1995 ASSOCIATE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Plan is to provide Associates of the
Company and its Designated Subsidiaries with an opportunity to
purchase Common Stock of the Company through accumulated payroll
deductions. It is the intention of the Company to have the Plan
qualify as an "Employee Stock Purchase Plan" under Section 423 of the
Internal Revenue Code of 1986, as amended. The provisions of the
Plan, accordingly, shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that
section of the Code.
2. Definitions.
(a) "Associate" shall mean any individual who is an employee of
the Company or a Designated Subsidiary for purposes of tax
withholding under the Code who has been an employee for at
least one (1) year and who is not an owner of five percent
(5%) or more of all outstanding Common Stock on a fully
diluted basis (i.e., after taking into account outstanding
stock options and other Common Stock equivalents). For
purposes of the Plan, the employment relationship shall be
treated as continuing intact while the individual is on sick
leave or other leave of absence approved by the Company or
applicable Designated Subsidiary. Where the period of leave
exceeds ninety (90) days and the individuals's right to
reemployment is not guaranteed either by statute or by
contract, the employment relationship will be deemed to have
terminated on the 91st day of such leave.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(d) "Committee" shall mean the Compensation Committee of the
Board, or such other committee as may be appointed by the
Board, each member of which shall be a "disinterested
person" within the meaning of Rule 16b-3, which shall be the
administrative committee for the Plan.
(e) "Common Stock" shall mean the Common Stock of the Company,
$0.01 par value per share.
(f) "Company" shall mean Capital City Bank Group, Inc., a
Florida corporation.
(g) "Compensation" shall mean all base gross earnings, cash-
based profit participation, commissions and payments for
overtime.
(h) "Designated Subsidiaries" shall mean the Subsidiaries which
have been designated by the Board from time to time in its
sole discretion as eligible to participate in the Plan.
<PAGE>
(i) "Enrollment Date" shall mean the first day of each Offering
Period.
(j) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
(k) "Exercise Date" shall mean the last day of each Offering
Period.
(l) "Fair Market Value" shall mean, as of any date, the value of
Common Stock determined as follows:
(1) If the Common Stock is listed on any established
stock exchange or a national market system,
including without limitation, the National Market
System of the National Association of Securities
Dealers, Inc. Automated Quotation System ("NASDAQ"),
its Fair Market Value shall be the
closing price for the Common Stock, as quoted on
such exchange (or the exchange with the greatest
volume of trading in Common Stock) or system on
the trading date immediately preceding the date of
such determination, as reported in The Wall Street
Journal or such other source as the Board deems
reliable; or
(2) If the Common Stock is quoted on NASDAQ (but not
on the National Market System thereof) or is
regularly quoted by a recognized securities dealer
but selling prices are not reported, its Fair
Market Value shall be the average of the closing
bid and asked prices for the Common Stock on the
date of such determination, as reported in The
Wall Street Journal or such other source as the
Board deems reliable; or
(3) In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall
be determined in good faith by the Board.
(m) "Offering Period" shall mean, subject to the second sentence
of Section 4 hereof, a period of six months, commencing on
January 1 and July 1 of each year and terminating on June 30
and December 31 of each year, respectively.
(n) "Parent" shall mean a corporation which is a "parent
corporation" of the Company within the meaning of Section
424(e) of the Code.
(o) "Plan" shall mean this Capital City Bank Group, Inc. 1995
Associate Stock Purchase Plan.
(p) "Purchase Price" shall mean an amount equal to a percentage
of the Fair Market Value of a share of Common Stock on the
Enrollment Date or on the Exercise Date, whichever is lower,
as determined in the sole discretion of the Committee
subject to the limitations imposed under Section 423 of the
Code.
<PAGE>
(q) "Reserves" shall mean the number of shares of Common Stock
covered by each option under the Plan which have not yet
been exercised and the number of shares of Common Stock
which have been authorized for issuance under the Plan but
not yet placed under option.
(r) "Rule 16b-3" shall mean Rule 16b-3 promulgated under the
Exchange Act, or any successor provision.
(s) "Subsidiary" shall mean a corporation which is a "subsidiary
corporation" of the Company within the meaning of Section
424(f) of the Code.
3. Eligibility.
(a) Each person who is an Associate on a given Enrollment Date
shall be eligible to participate in the Plan for the
Offering Period containing such Enrollment Date.
(b) Any provisions of the Plan to the contrary notwithstanding,
no Associate shall be granted an option under the Plan (i)
if, immediately after the grant, such Associate would own
stock (together with stock owned by any other person or
entity that would be attributed to such Associate pursuant
to Section 424(d) of the Code) of the Company (including,
for this purpose, all shares of stock subject to any
outstanding options to purchase such stock, whether or not
currently exercisable and irrespective of whether such
options are subject to the favorable tax treatment of
Section 421(a) of the Code) possessing five percent (5%) or
more of the total combined voting power or value of all
classes of stock of the Company or of any Parent or
Subsidiary, or (ii) which permits his or her rights to
purchase stock under all associate stock purchase plans
(within the meaning of Section 423 of the Code) of the
Company and its Parents and Subsidiaries to accrue at a rate
which exceeds twenty-five thousand dollars ($25,000) worth
of stock (determined at the Fair Market Value of the stock
at the time such option is granted) for each calendar year
in which such option is outstanding at any time. The
limitation described in clause (ii) of the preceding
sentence shall be applied in a manner consistent with
Section 423(b)(8) of the Code.
4. Offering Periods. The Plan shall be implemented by consecutive
Offering Periods continuing from the first Offering Period until
terminated in accordance with Section 19 hereof. The Board or the
Committee shall have the power to change the duration of Offering
Periods (including the commencement dates thereof) with respect to
future offerings without stockholder approval if such change is
announced at least fifteen (15) days prior to the scheduled beginning
of the first Offering Period to be affected thereafter.
5. Participation.
(a) An Associate may become a participant in the Plan for an
Offering Period by completing a subscription agreement
authorizing payroll deductions in the form of Attachment A
to this Plan (or in such other form as the Committee shall
approve and which shall contain substantially the same terms
<PAGE>
as Attachment A) and filing it with the human resources
office of the Company or applicable Designated Subsidiary at
least fifteen (15) business days prior to the applicable
Enrollment Date, unless a later time for filing the
subscription agreement is set by the Board or Committee for
all Associates with respect to a given Offering Period.
(b) Payroll deductions for a participant shall commence on the
first payroll date following the Enrollment Date and shall
end on the last payroll date in the Offering Period to which
such authorization is applicable, unless sooner terminated
by the participant as provided in Section 10 hereof.
6. Payroll Deductions.
(a) At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions
made on each pay day during the Offering Period in an amount
(expressed as a whole number percentage or a fixed dollar
amount) of the Compensation he or she receives on each pay
day during the Offering Period.
(b) All payroll deductions made for a participant shall be
credited to his or her account under the Plan. The Board or
Committee may, in its sole discretion, determine whether or
not to permit participants to make any additional payments
into such account and, if so, upon such terms as the Board
or Committee may determine.
(c) A participant may discontinue his or her participation in
the Plan, as provided in Section 10 hereof, at any time
during the Offering Period prior to the Exercise Date. Once
an Offering Period has commenced, a participant may not
increase or decrease the rate or amount of his or her
payroll deductions for that Offering Period, but may, during
that Offering Period, increase or decrease the rate or
amount of his or her payroll deductions for the next
succeeding Offering Period, by completing or filing with the
Company or applicable Designated Subsidiary a new
subscription agreement, at least fifteen (15) business days
prior to the end of that Offering Period, authorizing a
change in payroll deduction rate or amount. A participant's
subscription agreement shall remain in effect for successive
Offering Periods unless terminated as provided in Section 10
hereof.
(d) Notwithstanding the foregoing, a participant's payroll
deductions may be decreased to 0% at any time, to the extent
necessary to comply with Section 423(b)(8) of the Code and
Section 3(b) hereof. Subject to the preceding sentence,
payroll deductions shall recommence at the rate or amount
provided in such participant's subscription agreement at the
beginning of the next succeeding Offering Period, unless
terminated by the participant as provided in Section 10
hereof.
(e) At the time the option is exercised, in whole or in part, or
at the time some or all of the Common Stock issued under the
Plan is disposed of, the participant must make adequate
provisions for the federal, state, or other tax withholding
<PAGE>
obligations of the Company or applicable Designated
Subsidiary, if any, which arise upon the exercise of the
option or the disposition of the Common Stock. At any time,
the Company or applicable Designated Subsidiary may, but
will not be obligated to, withhold from the participant's
compensation the amount necessary for the Company or
applicable Designated Subsidiary to meet applicable
withholding obligations, including any withholding required
to make available to the Company or applicable Designated
Subsidiary any tax deductions or benefits attributable to
sale or early disposition of Common Stock by the Associate.
7. Grant of Option. On the Enrollment Date of each Offering Period, each
Associate participating in such Offering Period shall be granted an
option to purchase on the Exercise Date of such Offering Period (at
the applicable Purchase Price) up to a number of shares of the
Company's Common Stock determined by dividing such Associate's payroll
deductions accumulated prior to such Exercise Date and retained in the
participant's account as of the Exercise Date by the applicable
Purchase Price; provided, however, that in no event shall an Associate
be permitted to purchase during any calendar year more than $25,000 in
Fair Market Value of Common Stock (with Fair Market Value to be
determined on each Enrollment Date) within such calendar year and,
provided further, that such purchase shall be subject to the
limitations set forth in Sections 3(b) and 12 hereof. Exercise of the
option shall occur as provided in Section 8 hereof, unless the
participant has withdrawn pursuant to Section 10 hereof, and shall
expire on the last day of the Offering Period.
8. Exercise of Option. Unless a participant withdraws from the Plan as
provided in Section 10 hereof, his or her option for the purchase of
shares will be exercised automatically on the Exercise Date and,
subject to the limitations set forth in Sections 3(b) and 12 hereof,
the maximum number of full shares subject to option shall be purchased
for such participant at the applicable Purchase Price with the
accumulated payroll deductions in his or her account. No fractional
shares will be purchased; any payroll deductions accumulated in a
participant's account which are not sufficient to purchase a full
share shall be retained in the participant's account for the
subsequent Offering Period, subject to earlier withdrawal by the
participant as provided in Section 10 hereof. During a participant's
lifetime, a participant's option to purchase shares hereunder is
exercisable only by the participant.
9. Delivery. As promptly as practicable after each Exercise Date on
which a purchase of shares occurs, the Company shall arrange the
delivery to or for the account of each participant (which may be a
master account for all participants) as appropriate, a certificate
representing the shares purchased upon exercise of his or her option;
provided, however, that the Committee may instead determine to hold
such shares in an account for each such participant until the
participant either ceases participation in the Plan or requests
delivery of such shares.
10. Withdrawal; Termination of Employment.
(a) A participant may withdraw all but not less than all the
payroll deductions credited to his or her account and not
yet used to exercise his or her option under the Plan at any
time prior to the last business day of an Offering Period
<PAGE>
(or such earlier date established by the Committee in its
discretion) by giving written notice to the Company or
applicable Designated Subsidiary in the form of Attachment B
to this Plan. All of the participant's payroll deductions
credited to his or her account will be paid to such
participant promptly after receipt of notice of withdrawal
and such participant's option for the Offering Period will
be automatically terminated, and no further payroll
deductions for the purchase of shares will be made during
the Offering Period. If a participant withdraws from the
Plan during an Offering Period, he or she may not resume
participation until the next Offering Period. He or she may
resume participation for any other Offering Period by
delivering to the Company or applicable Designated
Subsidiary a new subscription agreement at least fifteen
(15) business days prior to the Enrollment Date for such
Offering Period.
(b) Upon a participant's ceasing to be an Associate for any
reason, he or she will be deemed to have elected to withdraw
from the Plan and the payroll deductions credited to such
participant's account during the Offering Period but not yet
used to exercise the option will be returned to such
participant or, in the case of his or her death, to the
person or persons entitled thereto under Section 14 hereof,
and such participant's option will be automatically
terminated.
(c) A participant's withdrawal from an Offering Period will not
have any effect upon his or her eligibility to participate
in any similar plan which may hereafter be adopted by the
Company.
11. Interest. No interest shall accrue or be payable with respect to any
of the payroll deductions of a participant in the Plan.
12. Stock.
(a) The maximum number of shares of Common Stock which shall be
made available for sale under the Plan shall be 150,000
shares, subject to adjustment upon changes in capitalization
of the Company as provided in Section 18 hereof. If on a
given Exercise Date the number of shares with respect to
which options are to be exercised exceeds the number of
shares then available under the Plan, the Company shall make
a pro rata allocation of the shares remaining available for
purchase in as uniform a manner as shall be practicable and
as it shall determine to be equitable.
(b) No participant will have an interest or voting right in
shares covered by his or her option until such option has
been exercised.
(c) Shares to be issued to a participant under the Plan will be
registered in the record or beneficial name of the
participant or in the record or beneficial name of the
participant and his or her spouse.
<PAGE>
13. Administration.
(a) Administration Body. The Plan shall be administered by the
Committee. The Committee shall have full and exclusive
discretionary authority to construe, interpret and apply the
terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Every
finding, decision and determination made by the Committee
shall, to the full extent permitted by law, be final and
binding upon parties. Members of the Board who are
Associates are permitted to participate in the Plan,
provided that:
(1) Members of the Board who are eligible to
participate in the Plan may not vote on any matter
affecting the administration of the Plan or the
grant of any option pursuant to the Plan.
(2) No member of the Committee may participate in the
Plan.
(b) Rule 16b-3 Limitations. Notwithstanding the provisions of
Subsection (a) of this Section 13, in the event that Rule
16b-3 provides specific requirements for the administrators
of plans of this type, the Plan shall be only administered
by such a body and in such manner as shall comply with the
applicable requirements of Rule 16b-3. Unless permitted by
Rule 16b-3, no discretion concerning decisions regarding the
Plan shall be afforded to any committee or person that is
not "disinterested" as that term is used in Rule 16b-3.
14. Designation of Beneficiary.
(a) A participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any,
from the participant's account under the Plan in the event
of such participant's death subsequent to an Exercise Date
on which the option is exercised but prior to delivery to
such participant of such shares or cash. In addition, a
participant may file a written designation of a beneficiary
who is to receive any cash from the participant's account
under the Plan in the event of such participant's death
prior to exercise of the option.
(b) Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of
the death of a participant and in the absence of a
beneficiary validly designated under the Plan who is living
at the time of such participant's death, the Company shall
delivery such shares or cash to the executor or
administrator of the estate of the participant, or if no
such executor or administrator has been appointed (to the
knowledge of the Company), the Company, in its discretion,
may deliver such shares or cash to the spouse or to any one
or more dependents or relatives of the participant, or if
such spouse, dependent or relative is not known to the
Company, then to such other person as the Company may
designate.
<PAGE>
15. Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an
option or to receive shares under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other than
by will, the laws of descent and distribution or as provided in
Section 14 hereof) by the participant. Any such attempt at
assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to
withdraw funds from an Offering Period in accordance with Section 10
hereof.
16. Use of Funds. All payroll deductions received or held by the Company
or applicable Designated Subsidiary under the Plan may be used by the
Company or such Subsidiary for any corporate purpose, and the Company
or applicable Designated Subsidiary shall not be obligated to
segregate such payroll deductions.
17. Reports. Individual accounts will be maintained for each participant
in the Plan. Statements of account will be given to participating
Associates at least annually, within such time as the Committee may
reasonably determine, which statements will set forth the amounts of
payroll deductions, the Purchase Price, the number of shares purchased
and the remaining cash balance, if any.
18. Adjustments Upon Changes in Capitalization.
(a) Changes in Capitalization. Subject to any required action
by the stockholders of the Company, the Reserves as well as
the price per share of Common Stock covered by each option
under the Plan which has not yet been exercised shall be
proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a
stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any
other increase or decrease in the number of shares of Common
Stock effected without receipt of consideration by the
Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." Such
adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, shall affect, and
no adjustment by reason thereof shall be made with respect
to, the number or price of shares of Common Stock subject to
an option.
(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Offering
Period will terminate immediately prior to the consummation
of such proposed action, unless otherwise provided by the
Board.
(c) Merger or Asset Sale. In the event of a proposed sale of
all or substantially all of the assets of the Company, or
the merger of the Company with or into another corporation,
each option under the Plan shall be assumed or an equivalent
option shall be substituted by such successor corporation or
a parent or subsidiary of such successor corporation, unless
the Board determines, in the exercise of its sole discretion
and in lieu of such assumption or substitution, to shorten
the Offering Period then in progress by setting a new
Exercise Date (the "New Exercise Date"). If the Board
shortens the Offering Period then in progress in lieu of
<PAGE>
assumption or substitution in the event of a merger or sale
of assets, the Board shall notify each participant in
writing, at least ten (10) business days prior to the New
Exercise Date, that the Exercise Date for his or her option
has been changed to the New Exercise Date and that his or
her option will be exercised automatically on the New
Exercise Date, unless prior to such date he or she has
withdrawn from the Offering Period as provided in Section 10
hereof. For purposes of this paragraph, an option granted
under the Plan shall be deemed to be assumed if, following
the sale of assets or merger, the option confers the right
to purchase, for each share of option stock subject to the
option immediately prior to the sale of assets or merger,
the consideration (whether stock, cash or other securities
or property) received in the sale of assets or merger by
holders of Common Stock for each share of Common Stock held
on the effective date of the transaction (and if such
holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the
outstanding shares of Common Stock); provided, however, that
if such consideration received in the sale of assets or
merger was not solely common stock of the successor
corporation or its parent (as defined in Section 424(e) of
the Code), the Board may, with the consent of the successor
corporation and the participant, provide for the
consideration to be received upon exercise of the option to
be solely common stock of the successor corporation or its
parent equal in fair market value to the per share
consideration received by holders of Common Stock in the
sale of assets or merger.
The Board may, if it so determines in the exercise of its
sole discretion, also make provision for adjusting the
Reserves, as well as the price per share of Common Stock
covered by each outstanding option, in the event the Company
effects one or more reorganizations, recapitalizations,
rights offerings or other increases or reductions of shares
of its outstanding Common Stock, and in the event of the
Company being consolidated with or merged into any other
corporation.
19. Amendment or Termination. The Board may at any time and for any
reason terminate or amend the Plan in its sole discretion. Except as
provided in Section 18 hereof, no such termination may adversely
affect options previously granted; provided, that an Offering Period
may be terminated by the Board on any Exercise Date if the Board
determines that the termination of the Plan is in the best interests
of the Company and its stockholders. Except as provided in Section 18
hereof, no amendment may adversely affect the rights of any options
previously granted. The Board (or the Committee), shall determine in
its sole discretion for purposes of this Section 19 whether or not a
participant's rights have been "adversely affected." To the extent
necessary to comply with Rule 16b-3 or Section 423 of the Code (or any
successor rule or provision or any other applicable law or
<PAGE>
regulation), or to increase the number of shares of Common Stock
available for the sale under the Plan, the Company shall obtain
shareholder approval in such a manner and to such a degree as
required.
20. Notices. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have
been duly given when received in the form specified by the Company at
the location, or by the person, designated by the Company for the
receipt thereof.
21. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the
issuance and delivery of such shares pursuant thereto shall comply
with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the
Exchange Act,the rules and regulations promulgated thereunder and the
requirements of any stock exchange upon which the shares may then be
listed.
22. Term of Plan. The Plan shall become effective upon its adoption by
the Board. It shall continue in effect for a term of ten (10) years
thereafter unless sooner terminated under Section 19 hereof.
23. Additional Restrictions of Rule 16b-3. The terms and conditions of
options granted hereunder to, and the purchase of shares by, persons
subject to Section 16 of the Exchange Act shall comply with the
applicable provisions of Rule 16b-3. This Plan shall be deemed to
contain, and such options shall contain, and the shares issued upon
exercise thereof shall be subject to, such additional conditions and
restrictions as may be required by Rule 16b-3 to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect to
Plan transactions.
* * *
As adopted by the Board of Directors of
Capital City Bank Group, Inc.
on March 20, 1995
<PAGE>
ATTACHMENT A
CAPITAL CITY BANK GROUP, INC.
1995 ASSOCIATE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
___ Original Application Enrollment Date:_________________
___ Change in Payroll Deduction Rate
___ Change of Beneficiary(ies)
1. _____________________________________ hereby elects to participate in the
Capital City Bank Group, Inc. 1995 Associate Stock Purchase Plan (the
"Associate Stock Purchase Plan") and subscribes to purchase shares of the
Company's Common Stock in accordance with this Subscription Agreement and
the Associate Stock Purchase Plan.
2. I hereby authorize payroll deductions from each paycheck in the amount of
(please complete one or the other) (i) _______% (a whole number) of my
Compensation, or (ii) $_______, on each payday during the Offering Period
in accordance with the Associate Stock Purchase Plan. (Please note that no
fractional percentages are permitted.)
3. I understand that said payroll deductions will be accumulated for the
purchase of shares of Common Stock at applicable Purchase Price determined
in accordance with the Associate Stock Purchase Plan. I understand that if
I do not withdraw from an Offering Period, any accumulated payroll
deductions will be used to automatically exercise my option on the Exercise
Date.
4. I have received a copy of the complete "Capital City Bank Group, Inc. 1995
Associate Stock Purchase Plan." I understand that my participation in the
Associate Stock Purchase Plan is in all respects subject to the terms of
the Plan.
5. Shares purchased for me under the Associate Stock Purchase Plan should be
issued in the name(s) of (Associate or Associate and Spouse
Only):____________________________________________________________________.
6. I understand that, under current federal income tax law, if I dispose of
any shares received by me pursuant to the Plan within two (2) years after
the Enrollment Date (i.e., within two (2) years after the first day of the
Offering Period during which I purchased such shares), I will be treated
for federal income tax purposes as having made a "disqualifying
disposition" and as having received ordinary income at the time of such
disposition in an amount equal to the excess of fair market value of the
shares at the time such shares were delivered to me over the price which I
paid for the shares. The remainder of the gain, if any, recognized on such
disqualifying disposition will be taxed as capital gain. I hereby agree to
notify the Company in writing within thirty (30) days after the date of any
disqualifying disposition of my shares and I will make adequate provision
for federal, state or other tax withholding obligations, if any, which
arise upon such disqualifying disposition. The Company or applicable
Designated Subsidiary may, but will not be obligated to, withhold from my
compensation the amount necessary to meet any applicable withholding
obligation including any withholding necessary to make available to the
<PAGE>
Company or such Subsidiary any tax deductions or benefits attributable to
sale or disqualifying disposition of Common Stock by me. If I dispose of
such shares at any time after the expiration of the two-year holding
period, I understand that I will be treated for federal income tax purposes
as having received income only at the time of such disposition, and that
such income will be taxed as ordinary income only to the extent of an
amount equal to the lesser of (a) the excess of the fair market value of
the shares at the time of such disposition over the purchase price which I
paid for the shares, or (b) the excess of the fair market value of the
shares over the Purchase Price on the first day of the Offering Period in
which the shares were purchased. The remainder of the gain, if any,
recognized on such disposition will be taxed as capital gain.
7. I hereby agree to be bound by the terms of the Associate Stock Purchase
Plan. The effectiveness of this Subscription Agreement is dependent upon
my eligibility to participate in the Associate Stock Purchase Plan.
8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the
Associate Stock Purchase Plan:
Name of Beneficiary: (Please Print)
______________________________________________________________________________
(Last) (First) (Middle)
___________________________ __________________________________________
(Relationship)
__________________________________________
(Address)
<PAGE>
Name of Beneficiary: (Please Print)
______________________________________________________________________________
(Last) (First) (Middle)
___________________________ __________________________________________
(Relationship)
__________________________________________
(Address)
Associate's Social
Security Number: __________________________________________
Associate's Address: __________________________________________
__________________________________________
__________________________________________
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated:________________ __________________________________________
Signature of Associate
<PAGE>
ATTACHMENT B
CAPITAL CITY BANK GROUP, INC.
1995 ASSOCIATE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the Offering Period of the Capital City Bank
Group, Inc. 1995 Associate Stock Purchase Plan (the "Plan") which began on
______________, 19__ (the "Enrollment Date") hereby notifies the Company that he
or she hereby withdraws from the Offering Period. The undersigned hereby
directs the Company or applicable Designated Subsidiary to pay to the
undersigned as promptly as practicable all the payroll deductions credited to
his or her account with respect to such Offering Period. The undersigned
understands and agrees that his or her option for such Offering Period will be
automatically terminated. The undersigned understands further that no further
payroll deductions will be made for the purchase of shares in the current
Offering Period and the undersigned shall thereafter be eligible to participate
in succeeding Offering Periods only by delivering to the Company or applicable
Designated Subsidiary a new Subscription Agreement within the time period set
forth in Section 10 of the Plan.
Name and Address of Participant
____________________________________
____________________________________
____________________________________
Signature
____________________________________
Date:________________________________
