CAPITAL CITY BANK GROUP, INC.
217 North Monroe Street
Tallahassee, Florida 32301
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting (the "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 Thursday, April 24, 1997, at 4:00
p.m., for the following purposes:
(1) To elect seven (7) directors of the Company as set forth in the
enclosed Proxy Statement;
(2) To ratify the appointment of Arthur Andersen LLP as auditors for
the Company for the fiscal year ending December 31, 1997; and
(3) To transact any and all such other business as may properly come
before the meeting or any adjournment thereof.
Information relating to the above matters is set forth in the
accompanying Proxy Statement dated April 4, 1997.
Only shareholders of record at the close of business on Monday, March
3, 1997, will be entitled to receive notice of and to vote at the
Meeting.
By Order of the Board of Directors,
/s/ J. Kimbrough Davis
Corporate Secretary
Tallahassee, Florida
April 4, 1997
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 MEETING MAY REVOKE THEIR PROXY AND
VOTE IN PERSON IF THEY SO DESIRE.
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement X
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-11(c) on Rule 14a-12
Capital City Bank Group, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check appropriate box):
No fee required. X
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials:
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing and registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no:
(3) Filing Party:
(4) Date Filed:
CAPITAL CITY BANK GROUP, INC.
217 North Monroe Street
Tallahassee, Florida 32301
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 24, 1997
GENERAL
Purpose of Solicitation
The Annual Meeting of the Shareholders (the "Meeting") of Capital City
Bank Group, Inc. (the "Company") will be held at the Florida State
Conference Center, 555 West Pensacola Street, Tallahassee, Florida, on
Thursday, April 24, 1997, 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 Proxy are being mailed to shareholders on
or about April 4, 1997.
Voting and Revocability of Proxies
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 prior to the vote of the shareholders at the Meeting. If no
directions are given on the Proxy, the shares represented by the Proxy
will be voted FOR (i) electing the seven (7) directors listed as a
group and as named herein and (ii) ratifying the appointment of Arthur
Andersen LLP as the Company's auditors for the fiscal year ending
December 31, 1997.
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 Meeting may revoke their Proxy and
vote in person if they so desire.
Voting Requirements
Under the Bylaws of the Company, a majority of the shares of Common
Stock entitled to vote will constitute a quorum at a meeting of
shareholders. The presence of a quorum at the Meeting, either in
person or by written proxy, and a favorable vote of a plurality of the
shares represented and voted at the Meeting shall be required for the
election of directors and ratification of the auditors. Abstentions
and broker non-votes shall not be counted for purposes of election or
ratification. None of the proposals to be considered at the Meeting
shall create dissenters' rights under the Florida Business Corporation
Act.
Persons Entitled to Vote and Principal Shareholders
Only shareholders of record at the close of business on Monday, March
3, 1997 (the "Record Date"), are entitled to notice of and to vote at
the Meeting or any adjournments thereof. Each share of common stock
of the Company, par value $.01 per share (the "Common Stock"),
entitles the holder to one vote on any matter coming before the
Meeting. As of the Record Date, there were 2,897,953 shares of Common
Stock of the Company issued and outstanding which were held of record
by approximately 1,005 shareholders.
Persons and groups beneficially owning in excess of 5% of the Common
Stock are required to file certain reports with respect to such
ownership pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). The following table sets forth, as of March 3,
1997, certain information as to the Common Stock beneficially owned by
all persons who have filed the reports required of persons owning more
than 5% of the Common Stock or who were known to the Company to
beneficially own more than 5% of the Common Stock outstanding as of
March 3, 1997.
<TABLE>
<CAPTION>
PRINCIPAL SHAREHOLDERS
Name and Address Amount and Nature Percent of Shares
of Beneficial Owner of Beneficial Ownership(1) of Common Stock
Outstanding
<S> <C> <C>
Godfrey Smith
Post Office Box 900
Tallahassee, Florida 32302 550,314(2) 18.99%
DuBose Ausley
Post Office Box 391
Tallahassee, Florida 32302 218,367(3) 7.54%
William G. Smith, Jr.
Post Office Box 11248
Tallahassee, Florida 32302 976,205(4) 33.69%
R. H. Smith
Post Office Box 11248
Tallahassee, Florida 32302 474,602(5) 16.38%
</TABLE>
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is
deemed to be the beneficial owner, for purposes of this table, of any
shares of Common Stock if he or she has or shares voting or investment
power with respect to such Common Stock or has a right to acquire
beneficial ownership at any time within 60 days from the Record Date.
As used herein, "voting power" is the power to vote or direct the
voting of shares and "investment power" is the power to dispose or
direct the disposition of shares. Except as otherwise noted,
ownership is direct, and the named individuals exercise sole voting
and investment power over the shares of the Common Stock.
(2) Includes 52,000 shares held by Mr. Smith's wife, to which he
disclaims beneficial ownership.
(3) 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)
15,000 shares held in trusts under which Mr. Ausley serves as a
trustee and has shared voting and investment power; (iv) 5,000 shares
deposited in an Individual Retirement Account; and (v) 1,475 shares
owned by Mr. Ausley's wife, to which he disclaims beneficial
ownership.
(4) Includes (i) 16,588 shares in accounts for his children for which
Mr. Smith is Custodian; (ii) 2,400 shares held in trusts under which
Mr. Smith serves as co-trustee and shares voting and investment power;
(iii) 498,314 shares directly owned by Godfrey Smith over which Mr.
Smith has voting and investment power pursuant to a power of attorney
granted by Godfrey Smith; (iv) 729 shares held in an Individual
Retirement Account; (v) 685 shares held in Mr. Smith's wife's
Individual Retirement Account to which he disclaims beneficial
ownership; (vi) 90,000 shares held in a trust under which Mr. Smith
shares voting and investment power as a co-trustee; (vii) 111,512
shares held by a partnership under which Mr. Smith shares voting and
investment power; and (viii) 5,376 shares owned by Mr. Smith's wife,
to which he disclaims beneficial ownership.
(5) Includes (i) 21,248 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)
111,512 shares held by a partnership under which Mr. Smith shares
voting and investment power; (iv) 2,400 shares held in trusts under
which Mr. Smith serves as co-trustee and shares voting and investment
power; and (v) 8,524 shares owned by Mr. Smith's wife, to which he
disclaims beneficial ownership.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Company's Board of Directors is currently composed of seven
members elected to serve until the 1997 Annual Meeting of
Shareholders. Pursuant to the Company's Amended and Restated Articles
of Incorporation, commencing with the 1997 Annual Meeting the Board of
Directors shall be divided into three classes which shall be as nearly
equal in number as possible with one class of directors to be elected
at each Annual Meeting of Shareholders subsequent to the 1997 Annual
Meeting of Shareholders. The Company's Amended and Restated Articles
of Incorporation provide that, subsequent to the 1997 Annual Meeting,
directors are to be elected for terms of three years and until their
successors are elected and qualified.
At the meeting, seven (7) persons will be elected as directors. In
order to classify the Board of Directors in accordance with the
Amended and Restated Articles of Incorporation, three of the directors
will be elected at the Meeting to serve for terms to expire at the
2000 Annual Meeting of Shareholders and until their respective
successors have been elected and qualified, two of the directors will
be elected for terms to expire at the 1999 Annual Meeting of
Shareholders and until their respective successors have been elected
and qualified, and two of the directors will be elected for terms to
expire at the 1998 Annual Meeting of Shareholders and until their
successors have been elected and qualified. It is intended that the
persons named in the proxies solicited by the Board of Directors will
vote for the election of the named nominees. If any nominee is unable
to serve, the shares represented by all valid proxies which have not
been revoked will be voted for the election of such substitute as the
Board of Directors may recommend, or the Board of Directors may amend
the Company's Bylaws and reduce the size of the Board to eliminate the
resulting vacancy. At this time, the Board of Directors knows of no
reason why any nominee might be unavailable to serve.
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 beneficially owned as of March 3, 1997, a brief description of
the nominee's principal occupation and business experience during the
last five years, directorships of certain other companies presently
held, and certain other information. All nominees were elected as
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.
<TABLE>
<CAPTION> Shares of Percent of
Age as Common Stock Shares of
of the Positions with the Company Beneficially Common
Record and Business Experience Owned As of Stock
Name Date During the Last Five Years Record Date(1) Outstanding
BOARD NOMINEES FOR TERMS TO EXPIRE AT 1998 ANNUAL MEETING
<S> <C> <S> <C> <C>
Cader B. Cox, III 47 A director since October 1994, he is President of 2,197 **
Riverview Plantation, Inc.
William G. Smith, Jr.*(2) 43 A director since 1982, he was elected President 976,205(3) 33.69%
Chief Executive Officer of the Company and
Chairman of Capital City Bank in January 1995.
Mr. Smith served as Executive Vice President and
Chief Operating Officer of the Company from 1987
to 1995 and President and Chief Executive
Officer of Capital City First National Bank of
Tallahassee from 1989 to 1995.
<CAPTION>
BOARD NOMINEES FOR TERMS TO EXPIRE AT 1999 ANNUAL MEETING
<S> <C> <S> <C> <C>
Godfrey Smith*(2) 82 A director since 1982, he was elected Vice 550,314(4) 18.99%
Chairman of the Company and Capital City
Bank in January 1995. Mr. Smith served as
President of the Company from 1982 to 1995.
Thomas A. Barron* 44 A director since 1982, he is Treasurer of the 84,072(5) 2.90%
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.
<CAPTION>
BOARD NOMINEES FOR TERMS TO EXPIRE AT 2000 ANNUAL MEETING
<S> <C> <S> <C> <C>
John K. Humphress 48 A director since October 1994, he is a partner in 37,510(6) 1.30%
Krause Humphress Pace & Wadsworth,
Chartered CPA's.
Payne H. Midyette, Jr. 69 A director since 1983, he is Chairman of the 90,144(7) 3.11%
Executive Committee 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.
DuBose Ausley* 59 A director since 1982, he is Chairman of the 218,367(8) 7.54%
Board of the Company. Mr. Ausley is Chairman
of the law firm of Ausley & 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.
<CAPTION>
<S> <C> <C>
All Directors and Named Executive Officers
as a Group (9 persons) 1,476,792(9) 50.96%
</TABLE>
* Serves as an Executive Officer of the Company.
** Less than 1%.
(1) For the definition of beneficial ownership, see footnote 1 to the
table in "Persons Entitled to Vote and Principal Shareholders."
Unless otherwise indicated, ownership is direct and the named
individual exercises sole voting and investment power over the shares
listed as beneficially owned by such person.
(2) Godfrey Smith is the father of William G. Smith, Jr.
(3) Includes (i) 16,588 shares in accounts for his children for which
Mr. Smith is Custodian; (ii) 2,400 shares held in trust for his
children under which Mr. Smith serves as co-trustee and shares voting
and investment power; (iii) 498,314 shares directly owned by Godfrey
Smith over which Mr. Smith has voting and investment power pursuant to
a power of attorney granted by Godfrey Smith; (iv) 729 shares held in
an Individual Retirement Account; (v) 685 shares held in Mr. Smith's
wife's Individual Retirement Account to which he disclaims beneficial
ownership; (vi) 90,000 shares held in a trust under which Mr. Smith
shares voting and investment power as a co-trustee; (vii) 111,512
shares held by a partnership under which Mr. Smith shares voting and
investment power; and (viii) 5,376 shares owned by Mr. Smith's wife,
to which he disclaims beneficial ownership.
(4) Includes 52,000 shares held by Mr. Smith's wife, to which he
disclaims beneficial ownership.
(5) Includes (i) 34,343 shares held in trusts under which Mr. Barron
serves as trustee; (ii) 153 shares for which Mr. Barron has Power of
Attorney and may be deemed to be a beneficial owner; and (iii) 5,000
shares owned by Mr. Barron's wife, to which he disclaims beneficial
ownership.
(6) Includes (i) 24,540 shares held by a limited partnership of which
Mr. Humphress is a general partner and shares voting and investment
power; (ii) 4,100 shares held in a 401k Plan; (iii) 947 shares owned
jointly with his wife; (iv) 600 shares in accounts for his children
for which Mr. Humphress is Custodian; and (v) 300 shares owned by Mr.
Humphress's wife, to which he disclaims beneficial ownership.
(7) Includes (i) 31,020 shares for which Mr. Midyette has Power of
Attorney and may be deemed to be a beneficial owner; and (ii) 23,117
shares owned by Mr. Midyette's wife, to which he disclaims beneficial
ownership.
(8) 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)
15,000 shares held in trusts under which Mr. Ausley serves as a
trustee and has shared voting and investment power; (iv) 5,000 shares
deposited in an Individual Retirement Account; and (v) 1,475 shares
owned by Mr. Ausley's wife, to which he disclaims beneficial
ownership.
(9) Excludes 498,314 shares beneficially owned by Godfrey Smith in
order to avoid double counting. The same shares are beneficially
owned by William G. Smith, Jr. pursuant to that certain power of
attorney granted by Godfrey Smith and thus will only be counted once
for purposes of calculating the shares of Common Stock owned by all
directors and executive officers as a group.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors conducts its business through
meetings of the Board and of its committees. The Board of Directors
of the Company meets monthly and may have additional special meetings.
During the year ended December 31, 1996, the Board met 12 times. No
director attended fewer than 75% in the aggregate of the total number
of Board meetings held during the year ended December 31, 1996 and the
total number of meetings held by committees on which he served during
such fiscal year.
The Company's Board of Directors has a standing Audit Committee
composed of Cader B. Cox, III, John K. Humphress, and Payne H.
Midyette, Jr. The Board of Directors does not have a standing
nominating committee. The full Board of Directors performs this
function.
Compensation Committee Interlocks
The Compensation Committee consists of directors Cader B. Cox, III,
John K. Humphress, and Payne H. Midyette, Jr. The Compensation
Committee meets periodically to evaluate the compensation and fringe
benefits of the Company's President and Chief Executive Officer and to
recommend changes. The Compensation Committee met three times in
fiscal year 1996.
Director Compensation
In 1996, the Company paid directors fees of $400 per meeting attended,
plus a $2,500 retainer fee. Directors who are officers of the Company
are not paid directors fees or a retainer. On February 23, 1996, the
Company adopted the 1996 Director Stock Purchase Plan, which, as of
January 1, 1997, gives directors of the Company the ability to
purchase shares of Common Stock at a ten percent (10%) discount from
fair market value, as determined on January 1 of each year, in an
amount not to exceed the aggregate of their annual retainer and
monthly fees received in the previous calendar year from serving as
directors.
Compensation Committee Report
The Compensation Committee is responsible for making recommendations
to the Board of Directors regarding compensation of the Company's
President and Chief Executive Officer and administering certain
compensation and benefit plans. The Compensation Committee also
reviews from time to time the compensation of senior management in
general and provides its comments on such compensation to the
President and Chief Executive Officer. The primary objective of the
Committee is to establish a level of total compensation which is
competitive while assuring it is reflective of the Company's
performance. 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 the Company's success
in meeting specified performance goals which the Committee believes
enhance shareholder value.
The Compensation Committee used a peer group of similar banks as a
benchmark for compensation in 1996. The banks for the peer group were
chosen based on similarities with the Company relative to size and the
types of markets they serve. The Committee believes this is an
appropriate comparison for both performance and compensation purposes.
This same peer group is used in the 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 1996 executive compensation are
described below.
Base salary is 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.
Mr. William G. Smith, Jr. was elected to serve as President and Chief
Executive Officer of the Company as of January 1, 1995. His base
salary was not raised in 1995 or 1996, although he assumed additional
responsibilities. Instead, Mr. William G. Smith, Jr.'s opportunity
under the profit participation plan was increased.
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. The Committee believes
improved earnings performance will translate into long-term increases
in shareholder value.
Mr. William G. Smith, Jr.'s annual bonus under this plan was tied
directly to the Company's actual profitability for 1996 compared to
budget. It is the Committee's belief his performance and influence
are best measured by the Company's profitability. In 1996, his
incentive compensation represented 61% of his total cash compensation.
Pursuant to the Company's 1996 Associate 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 Board based on the achievement of short-and long-
term performance goals. These goals are set for each individual
participant by the Board with reference to several performance
factors. The factors are generally based on financial performance
including earnings, operating efficiency, asset quality and growth.
The factors may be applied to the Company or a Group Bank depending on
the position and level of responsibility of the individual
participant.
Specific targets and weightings used for establishing short-and long-
term performance goals are subject to change at the beginning of each
measurement period, and are influenced by the Board's desire to
emphasize performance in certain areas. In addition to stock earned
in 1996, 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.
Mr. William G. Smith, Jr. received a payout of 540 shares, with a fair
market value of $42.00 per share, based upon the achievement of
predetermined short-term performance goals for 1996. The opportunity
at maximum performance was 675 shares. Mr. Smith also received a
payout of 7,500 shares, with a fair market value of $42.00 per share,
based upon the achievement of long-term goals and the recognition by
the Board of Mr. Smith's service in prior years.
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/ Cader B. Cox, III
/s/ John K. Humphress
/s/ Payne H. Midyette, Jr.
EXECUTIVE OFFICERS, COMPENSATION AND OTHER INFORMATION
Executive Officers
Executive officers are elected annually by the Board of Directors of
the Company at its meeting following the Annual Meeting of
Shareholders to serve for a one (1) 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. For additional information pertaining to the
business experience and other positions held by these four
individuals, see "PROPOSAL ONE--ELECTION OF DIRECTORS--Information
Concerning Nominees."
Executive Officers Information Concerning Executive Officers
DuBose Ausley Mr. Ausley, Chairman of the Board, is 59
Thomas A. Barron Mr. Barron, Treasurer, is 44
Randolph K. Briley(1) Mr. Briley, Executive Vice President and
Relationship Banking Manager, Capital City Bank,
is 50
G. Matthew Brown(2) Mr. Brown, Executive Vice President, is 45
J. Kimbrough Davis(3) Mr. Davis, Executive Vice President and Chief
Financial Officer, is 43
Mitchell R. Englert(4) Mr. Englert, Executive Vice President and Retail
Banking Manager, Capital City Bank, is 43
William N. Mitchell(5) Mr. Mitchell, President, Capital City Services
Co., is 64
Godfrey Smith(6) Mr. Smith, Vice Chairman, is 82
William G. Smith, Jr.(6) Mr. Smith, President and Chief Executive Officer,
is 43
(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 First National Bank from April 1990 to
January 1995.
(2) Mr. Brown was elected Executive Vice President of Capital City
Bank in January 1997. He served as President of First Federal Bank
from January 1993 to January 1997.
(3) Mr. Davis was elected Executive Vice President and Chief
Financial Officer of the Company in January 1997. He served as Senior
Vice President and Chief Financial Officer from 1991 to 1997 and in
January 1995 he was elected Chief Financial Officer of Capital City
Bank.
(4) 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.
(5) Mr. Mitchell was elected President of Capital City Services Co.
in January 1995. He served as Executive Vice President of Capital
City First National Bank from July 1977 to January of 1995.
(6) Godfrey Smith is the father of William G. Smith, Jr.
Executive Compensation
The following summary compensation table sets forth information
concerning compensation for services in all capacities earned or paid
to the CompanyOs President and 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 the fiscal year ended December 31, 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation (1) Long-Term Compensation
Name and Fiscal Other Annual LTIP
Principal Position Year Salary Bonus Compensation Payouts(1)
<S> <C> <C> <C> <C> <C>
William G. Smith, Jr. 1996 $132,000 $230,580(2) $94,550(3) $315,000
President and Chief 1995 132,000 170,494(2) 2,938(3) -
Executive Officer 1994 132,000 165,822(2) 4,553(3) 10,500
Thomas A. Barron 1996 150,000 206,856(2) 65,068(3) 210,000
Treasurer 1995 148,000 153,461(2) 2,929(3) -
1994 148,000 149,985(2) 6,040(3) 15,000
Godfrey Smith 1996 125,000 75,000 - -
Vice Chairman 1995 150,000 75,000 - -
1994 175,000 75,000 - -
William N. Mitchell 1996 95,900 85,338(2) 2,222(3) -
President 1995 95,900 60,000 - -
Capital City Services Co. 1994 93,112 64,310 - -
J. Kimbrough Davis 1996 99,999 68,310(2) 5,015(3) -
Executive Vice 1995 90,000 47,086(2) 1,312(3) -
President/CFO 1994 80,500 46,079(2) 5,645(3) 16,500
</TABLE>
(1) The dollar value of all payouts made pursuant to long-term
performance awards granted under the Company's Associate Incentive
Plan.
(2) Includes cash bonuses and the dollar value of short-term
incentive stock awards.
(3) Consists of cash bonuses paid as a tax supplement to participants
in the Company's Associate Incentive Plan.
The following Long-Term Incentive Awards table sets forth information
concerning long-term performance share units awarded in 1996 to the
Company's President or any of the four most highly compensated
executive officers of the Company who earned over $100,000 in
aggregate salary, bonus and other compensation in the fiscal year
ended December 31, 1996. Mr. Mitchell is the only such person to
receive a Long-Term Incentive Award in 1996.
<TABLE>
<CAPTION>
LONG-TERM INCENTIVE AWARDS
PERFORMANCE SHARE UNITS AWARDED IN 1996
Name and Number of Long-Term
Principal Performance Share Units Performance
Position Awarded (1) Period
<S> <C> <C>
William N. Mitchell
President
Capital City Services Co. 472 2 years
</TABLE>
(1) The material terms of awards, including a general description of
the formula to be applied in determining the amounts payable are
described below. See "1996 Associate Incentive Plan."
1996 Associate Incentive Plan
The Company's 1996 Associate Incentive Plan (the "1996 Incentive
Plan") was adopted by the shareholders of the Company on April 30,
1996. The 1996 Incentive Plan became effective on February 23, 1996,
and awards may be made until December 31, 2005. Under the 1996
Incentive Plan, key associates of the Company who have been selected
as participants are eligible to receive awards in various forms of
equity-based incentive compensation, including stock options, stock
appreciation rights, restricted stock awards, performance share units
and phantom stock, and awards consisting of combinations of such
incentives. The 1996 Incentive Plan is administered by the Board of
Directors. The Board has the authority, subject to the provisions of
the 1996 Incentive Plan, to establish, adopt or revise such rules and
regulations and to make all such determinations relating to the 1996
Incentive Plan as it may deem necessary or advisable for the
administration of the 1996 Incentive Plan.
The Board is authorized to establish long-term Performance Share
programs to be effective over designated Award Periods of not less
than one (1) year nor more than five (5) years. At the beginning of
each Award Period, the Board establishes in writing Performance Goals
based upon financial or other objectives for the Company for such
Award Period. Performance Goals may include financial or other
measures of corporate performance and may be determined on an
individual basis or by categories of Participants. The Board has the
discretionary authority to adjust Performance Goals or performance
measurement standards as it deems equitable in recognition of
extraordinary or non-recurring events experienced during an Award
Period by the Company, one of the Group Banks or by any other
corporation whose performance is relevant to the determination of
whether Performance Goals have been attained. The Board determines
the number of Performance Share Units to be awarded, if any, to each
Participant who is selected to receive an Award. The Board may add
new Participants to a Performance Share program after its commencement
by making pro rata grants. At the completion of a Performance Share
program, or at other times as specified by the Board, the Board will
calculate the number of shares earned with respect to each
ParticipantOs award by multiplying the number of Performance Share
Units granted to the Participant by a performance factor representing
the degree of attainment of the Performance Goals.
1995 Associate Stock Purchase Plan
The Company's 1995 Associate Stock Purchase Plan (the "1995 Purchase
Plan") was adopted by the shareholders of the Company on April 26,
1995. The 1995 Purchase Plan became effective on March 20, 1995. The
purpose of the 1995 Purchase Plan is to provide associates of the
Company and its Designated Subsidiaries (as defined in the 1995
Purchase Plan) who (i) have been employed by the Company for one (1)
year or more and (ii) do not own 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), with an opportunity to purchase Common Stock of the
Company through accumulated payroll deductions or other contributions.
The 1995 Purchase Plan qualifies as an "Employee Stock Purchase Plan"
under Section 423 of the Code. Under the terms of the 1995 Purchase
Plan, the shares of the Common Stock purchased by participants are
purchased directly from the Company. The 1995 Purchase Plan provides
that Common Stock may be purchased at a discount, not to exceed 15
percent, which is to be fixed by the Board of Directors from time to
time.
As of March 3, 1997, 21,029 shares of the Common Stock had been
purchased under the 1995 Purchase Plan. The Board of Directors has
the right to amend or terminate the 1995 Purchase Plan at any time,
provided that no such amendment or termination may adversely affect
purchase rights previously granted, except that an offering period may
be terminated by the Board of Directors on any exercise date if the
Board of Directors determines that the termination of the 1995
Purchase Plan is in the best interests of the Company and its
shareholders. Although members of the Board of Directors who are
associates are eligible to participate in the 1995 Purchase Plan, no
member of the Compensation Committee may participate in the 1995
Purchase Plan, and members of the Board of Directors who are eligible
to participate in the 1995 Purchase Plan may not vote on any matter
affecting the administration thereof or the grant of any option
pursuant thereto.
Supplemental Plan
In September 1995, the Board of Directors of the Company approved a
supplemental retirement plan (the "Supplemental Plan") for Mr. William
G. Smith, Jr. and Mr. Thomas A. Barron, effective as of January 1,
1996. The Supplemental Plan is designed to restore a portion of the
benefits of Messrs. Smith and Barron which they would otherwise
receive under the Retirement Plan (as hereinafter defined), but for
limitations imposed pursuant to provisions of the Internal Revenue
Code of 1986, as amended (the "Code"). In general, participants under
the Retirement Plan receive benefits determined pursuant to a formula
which is based on average monthly compensation. Because of the above-
referenced limitations, the relative benefits payable to Messrs. Smith
and Barron, as a percentage of total compensation under the Retirement
Plan, are significantly less than those of other Retirement Plan
participants. The Supplemental Plan provides additional benefits,
which, when combined with benefits payable under the Retirement Plan,
approximate 60 percent of average monthly compensation, which more
closely aligns the benefits payable to Messrs. Smith and Barron with
those of other Retirement Plan participants. The Supplemental Plan
will not be a qualified plan under Section 401(a) of the Code. The
Company has no obligation to fund the Supplemental Plan but will
accrue for its anticipated obligations under the Supplemental Plan on
an annual basis.
Retirement Plan
The Company maintains a noncontributory, defined benefit retirement
plan (the "Retirement Plan") which covers all full-time associates
(and certain part-time associates with 1,000 hours of service
annually) of the Company and the Group Banks. The Retirement Plan,
which contains a five (5) year vesting requirement, provides monthly
payments upon retirement at age 65 based generally upon the average
monthly compensation for the last five (5) consecutive years in which
compensation was highest within the last ten (10) years of employment,
with additional pre-retirement disability and death benefits. The
Retirement Plan includes profit participation payments as part of the
compensation covered therein. The 1996 compensation covered by the
Retirement Plan for each of the Named Executive Officers was $354,729
for Mr. Barron, $155,900 for Mr. Mitchell, $145,728 for Mr. Davis,
$200,000 for Mr. Godfrey Smith and $383,138 for Mr. William G. Smith,
Jr. As of December 31, 1996, Messrs. Barron, Mitchell, Davis, and
William G. Smith, Jr., had 22, 20, 15, and 18 years of credited
service, respectively, under the Retirement Plan. At December 31,
1996, Mr. Godfrey Smith had 59 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 Retirement 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 Retirement 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.
<TABLE>
<CAPTION>
RETIREMENT PLAN TABLE
Estimated Annual Pension for
Highest Consecutive Representative Years of Service Credit(2)
Five-Year Average (Exclusive of Social Security Benefits)
<S> <C> <C> <C>
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
160,000 33,568 71,136 106,704
</TABLE>
(1) Maximum recognized for benefit purposes in 1997 is $160,000.
(2) Maximum permitted in 1997 is $125,000.
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.
COMPARATIVE 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 and an index based
upon a group of banks selected by management. The peer group selected
by management is comprised of the banks used for the 1996 executive
compensation study to reinforce the link between Company performance
and executive pay. The Independent Bank Index was dropped in 1995 and
is not shown on this chart.
The performance graph assumes an initial investment of $100 on
December 31, 1991. This investment grows each year based on the total
shareholder returns of the Company's Common Stock, the Standard &
Poor's 500 Index and the market capitalization weighted returns of the
selected peer group, in each case with dividends reinvested.
<TABLE>
<CAPTION>
12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
<S> <C> <C> <C> <C> <C> <C>
Capital City Bank Group, Inc. $100.00 $102.88 $115.38 $137.26 $155.57 $203.63
Peer Group* $100.00 $178.72 $207.26 $212.42 $303.95 $404.44
S&P 500 $100.00 $107.61 $118.48 $120.04 $165.16 $203.08
</TABLE>
*1 The Peer Group includes Allied Bankshares, Inc., Bank of Granite
Corp., Carolina First Corp., Century South Banks, Inc., First Bank
America, Inc. (formerly BancTexas Group, Inc.), First United
Bancshares, Inc., Horizon Bancorp, Inc., Jefferson Bancorp, Inc.,
L.S.B. Bancshares, Inc. of N.C., Leader Financial Corp., Liberty
Bancorp, Inc., North Fork Bancorporation, Inc., Peoples Holding
Company, Main Street Bank Group (formerly Piedmont Bank Group, Inc.),
Seacost Banking Corp. of Florida, Simmons First National Corp.,
Sterline Bancorp New York, WesBanco, Inc.
2 Because not all of the data is available for prior years, First
United Bancshares, Inc. entered in 1992, Peoples Holding Co. entered
in 1993, Horizon Bancorp Inc. entered in 1994, and Leader Financial
Corp. entered in 1994.
3 Because data after September 1996 is not available, Leader
Financial Corp.'s 1996 shareholders return is based on September 1996
data.
Transactions with Management and Related Parties
During 1996, 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 Ausley &
McMullen, the Company's general counsel. During 1996, the Company and
the Group Banks paid legal fees to the law firm totaling $346,813.
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 1996
totaled approximately $65,000.
Section 16(a) Beneficial Ownership Reporting Compliance
To the Company's knowledge, which is based solely on a review of
reports of changes in ownership of the Common Stock as received by the
Company from each person who, at any time during 1996, was a director,
executive officer or beneficial owner of more than 10% of the Common
Stock, the Company believes that no such person has failed to file on
a timely basis reports required by Section 16(a) of the Exchange Act
during 1996 or prior fiscal years with one exception. Mr. John Kent
Humphress failed (i) to report on a timely basis his indirect
beneficial ownership of certain shares of Common Stock owned by him
prior to becoming a director of the Company and (ii) to file a Form 4
or Form 5 on a timely basis to report two purchases of shares of
Common Stock which occurred in January and February of 1995.
Legal Proceedings
There are no pending legal proceedings to which any director, officer,
affiliate of the Company, any owner of record or beneficially of more
than five percent (5%) of the Common Stock, or any associate of any
such director, officer, affiliate of the Company, or security holder
is a party adverse to the Company or any of the Group Banks or has a
material interest adverse to that of the Company or any of the Group
Banks.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
VOTE "FOR" THE ELECTION OF THE SEVEN (7) PERSONS NAMED HEREIN AS
DIRECTORS OF THE COMPANY.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed Arthur Andersen LLP, independent
certified public accountants, as the Company's independent auditors
for the fiscal year ending December 31, 1997. Arthur Andersen LLP has
served as the Company's independent auditors since the 1994 fiscal
year.
It is contemplated that the services to be provided to the Company and
its subsidiaries by Arthur Andersen LLP with respect to fiscal year
1997 include the audit of the Company's consolidated financial
statements, limited reviews of quarterly reports, services related to
filings with the Securities and Exchange Commission, preparation of
the Company's tax returns and other various consultation services.
Representatives of Arthur Andersen LLP will be present at the Meeting
to respond to appropriate questions and to make such statements as
they may desire.
Ratification of the appointment of Arthur Andersen LLP as the
Company's independent auditors for the fiscal year ending December 31,
1997 will require the affirmative vote of at least a plurality of the
shares of Common Stock represented in person or by proxy and voted at
the Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE
COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31,
1997.
SHAREHOLDERS' PROPOSALS
Shareholders who intend to submit proposals to the Company's
shareholders at the 1998 Annual Meeting of Shareholders must submit
such proposals to the Company no later than December 3, 1997, 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, 1996, 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 Proposal Three
of the proxy, however, confers on the designated proxy holders
discretionary authority to vote the shares in accordance with their
best judgment 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
Corporate Secretary
Tallahassee, Florida
April 4, 1997
