SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
/ X / ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period: N/A
Commission File Number 0-13358
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
CAPITAL CITY BANK GROUP, INC. Profit Sharing 401(k) Plan.
(Exact name of the plan)
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
CAPITAL CITY BANK GROUP, INC.
(Exact name of registrant as specified in its charter)
217 North Monroe Street, Tallahassee, Florida 32301
(Address of principal executive offices)
REQUIRED INFORMATION
The following financial statements shall be furnished for the plan:
Capital City Bank Group, Inc. Profit Sharing 401(k) Plan ("Plan") is
subject to the Employee Retirement Income Security Act of
1974("ERISA"). Therefore, in lieu of the requirements of Items 1-3 of
Form 11-K, the financial statements and schedules of the Plan for the
fiscal year ended December 31, 1997, which have been prepared in
accordance with the financial reporting requirements of ERISA, are
attached hereto as Appendix 1 and incorporated herein by this
reference.
Financial Statements and Schedules
December 31, 1997
TABLE OF CONTENTS
Report of Independent Certified Public Accountants
Financial Statements
Statement of Net Assets Available
for Benefits - December 31, 1997
Statement of Changes in Net Assets
Available for Benefits, With Fund Information,
for the Period From Inception (January 1, 1997)
Through December 31, 1997
Notes to Financial Statements and Schedules
Schedules Supporting Financial Statements
Schedule I: Item 27a - Schedule of Assets
Held for Investment Purposes - December 31, 1997
Schedule II: Item 27d - Schedule of Reportable
Transactions for the Period From Inception
(January 1, 1997) Through December 31, 1997
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Retirement Committee of Capital City Bank Group, Inc.:
We have audited the accompanying statement of net assets available for
benefits of Capital City Bank Group, Inc. Profit Sharing 401(k) Plan as
of December 31, 1997 and the related statement of changes in net assets
available for benefits, with fund information, for the period from
inception (January 1, 1997) through December 31, 1997. These financial
statements and the schedules referred to below are the responsibility
of the Plan's management. Our responsibility is to express an opinion
on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits
of the Plan as of December 31, 1997 and the changes in net assets
available for benefits for the period from inception (January 1, 1997)
through December 31, 1997 in conformity with generally accepted
accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes and reportable transactions are
presented for purposes of additional analysis and are not a required
part of the basic financial statements but are supplementary
information required by the Department of Labor Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statement of changes
in net assets available for benefits is presented for purposes of
additional analysis rather than to present the changes in net assets
available for plan benefits of each fund. The supplemental schedules
and fund information have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Jacksonville, Florida
May 8, 1998
Statement of Net Assets Available for Benefits
December 31, 1997
Cash $ 52
Investments, at fair value (Notes 2 and 3):
Provident T-Fund 4,283
SEI Short Duration Government Fund 2,105
SEI Bond Index Fund 38,700
SEI S&P 500 Fund 96,140
T. Rowe Price International Fund 20,025
Berger Small Cap Stock Fund 15,371
Capital City Bank Group Common Stock 11,982
Total investments 188,606
Receivables:
Participants' contributions 37,970
Transfer from merged plan 207,067
Total receivables 245,037
Accrued investment income 1,277
Net assets available for benefits $434,972
The accompanying notes are an integral part of this statement.
<TABLE>
Statement of Changes in Net Assets Available for Benefits, with Fund Information, for the Period from Inception (January 1, 1997)
through December 31, 1997.
<CAPTION>
Participant-Directed
SEI Short SEI SEI Berger Capital City
Duration Bond S&P T. Rowe Price Small Cap Bank Group
Provident Government Index 500 International Stock Common
T-Fund Fund Fund Fund Stock Fund Fund Stock Other Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Contribution:
Participants $4,278 $2,102 $ 9,099 $46,391 $10,627 $ 5,485 $11,043 $ 37,970 $126,995
Rollovers 0 0 29,453 48,952 9,843 9,805 0 0 98,053
Transfer from Merged
Plan (Note 1) 0 0 0 0 0 0 0 207,067 207,067
4,278 2,102 38,552 95,343 20,470 15,290 11,043 245,037 432,115
INVESTMENT INCOME:
Net Appreciation
(Depreciation) In
Fair Value (Note 3) 0 1 137 627 (445) (227) 939 0 1,032
Dividends 5 2 11 170 0 308 0 1,329 1,825
Total Additions 4,283 2,105 38,700 96,140 20,025 15,371 11,982 246,366 434,972
NET INCREASE
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of Year 0 0 0 0 0 0 0 0 0
End of Year 4,283 2,105 38,700 96,140 20,025 15,371
The accompanying notes are an integral part of this statement.
</TABLE>
Notes to Financial Statements and Schedules
December 31, 1997
1. Description of the Plan
The following description of the Capital City Bank Group, Inc. Profit
Sharing 401(k) Plan (the "Plan") provides general information only.
More complete information regarding the Plan's provisions may be found
in the plan document.
General
The Plan, as established on October 1, 1997, effective retroactively to
January 1, 1997, is a defined contribution plan under the provisions of
Section 401(a) of the Internal Revenue Code ("IRC"), which includes a
qualified deferred arrangement as described in Section 401(k) of the
IRC. The Plan provides benefits to all employees of Capital City Bank
Group, Inc. (the "Company"). Presently, employees of the Company and
certain participating subsidiaries who are 21 years of age or older,
become eligible to participate in the Plan at the time of employment.
Employees may enter the Plan as of the January 1, April 1, July 1, or
October 1, following the date upon which employees become eligible to
participate in the Plan.
On July 1, 1996 the Company acquired First Financial Bancorp, Inc., the
parent company of First Federal Bank. Effective September 30, 1997,
First Federal Bank's 401(k) plan was terminated and merged into the
Plan. However, the assets were not transferred into the Plan until
January 2, 1998.
Contributions and Withdrawals
Each year, participants may elect to contribute up to 15% of pre-tax
annual compensation, as defined in the Plan and subject to certain
limitations under the Internal Revenue Code. Employer matching and
discretionary contributions may be contributed to the Plan at the
option of the Company's board of directors, subject to certain
limitations. There were no employer contributions for 1997.
Participants in service may make hardship withdrawals from their
voluntary contributions upon demonstrating immediate and heavy
financial need. No withdrawals may be made from company contributions.
Participant Accounts
Each participant's account is credited with the participant's
contribution and allocations of plan earnings. Allocations of plan
earnings are based on account balances, as defined in the Plan.
Investment Options
Participants may change investments or redesignate the percentages on
the following date(s): March 1, June 1, September 1, December 1.
Upon enrollment in the Plan, a participant may direct employee
contributions in any of seven investment options.
MONEY MARKET FUND
Provident T-Fund
The Provident T-Fund is a money market fund whose objective is to seek
current income with overnight liquidity and security of principal. The
fund invests in U.S. Treasury bills, notes, and direct obligations of
the U.S. Treasury and in repurchase agreements fully collateralized by
such obligations. The fund's average weighted maturity is 37 days.
BOND FUNDS
SEI Short Duration Government Fund
The Short Duration Government Fund seeks to provide current income and
to preserve principal value. The funds invests in those securities
issued by the U.S. government and backed by its full faith and credit
and securities issued by U.S. government agencies. The average
maturity of the fund is one to three years. The fund seeks to provide
a higher level of sustainable income and total return than money market
investments, with limited principal value fluctuations.
SEI Bond Index Fund
The SEI Bond Index Fund's objective is current income. The fund seeks
to provide investment results that correspond to the aggregate price
and income performance of the debt securities in the Lehman Aggregate
Bond Index. The index covers the U.S. investment grade fixed rate bond
market, including the government and corporate markets, agency mortgage
pass-through securities, and asset-backed securities. The maturity of
the index is typically between eight and ten years.
STOCK FUNDS
SEI S&P 500 Fund
The SEI S&P 500 Fund's investment objective is long-term growth of
capital. The fund seeks to provide investment results consistent with
the stock market as a whole, as represented by the Standard &
Poor's 500 Stock Index. The fund purchases, in the same proportion,
the 500 common stocks which make up the Standard & Poor's 500 Stock
Index. The 50 largest stocks in the index account for approximately
50% of the weighting of the index, and the index represents
approximately two-thirds of the market value of common stocks listed on
the New York Stock Exchange. Deviation in performance between the fund
and the index, called tracking error, is typically attributable to
trading costs and cash reserves held for liquidity needs.
T. Rowe Price International Stock Fund
The T. Rowe International Stock Fund's objective is long-term growth of
capital through investments primarily in common stocks of established,
non-U.S. companies The fund expects to invest substantially all of its
assets outside the U.S. and to diversify broadly among countries
throughout the world-developed, newly industrialized, and emerging.
Share price will fluctuate with changes in market, economic, and
foreign currency exchange conditions, as well as with changes in
portfolio company prospects.
Berger Small Cap Stock Fund
This fund invests in stocks of smaller companies, and represents a
managed portfolio.
Capital City Bank Group Common Stock
This investment option invests in the common stock of Capital City Bank
Group, Inc.
BENEFITS PAYMENTS
On termination of service due to death, disability or retirement, a
participant may elect to receive either a lump-sum amount equal to the
value of the participant's vested interest in his or her account, or
annual installments over a ten year period. For termination of service
due to other reasons, a participant may receive the value of the vested
interest in his or her account as a lump-sum distribution.
VESTING
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company's matching and discretionary
contribution portion of their accounts plus actual earnings thereon is
based on years of continuous service. A participant is 100% vested
after five years of credited service.
2. Summary of Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared under the accrual
method of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets,
liabilities, and changes therein, and disclosure of contingent assets
and liabilities. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value as determined by quoted
market prices on the last day of the plan year.
Purchases and sales of securities are recorded on a settlement date
basis which does not materially differ from the trade date. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Plan Expenses
All plan expenses are paid by the plan sponsor.
2. Investments
The carrying values of individual investments that represent 5% or more
of the Plan's net assets as of December 31, 1997 are as follows:
Number
Of
Shares or
Pricipal Fair
Amount Value
Fair Value as Determined by Quoted
Market Value:
Mutual Funds:
SEI Standard & Poor's 500 Fund 3,137 $96,140
SEI Bond Index Fund 3,682 38,700
During the year ended December 31, 1997, the Plan's investments
(including investments bought and sold, as well as held during the
year) appreciated (depreciated) in value as follows:
Mutual Funds $ 93
Common Stock 939
$1,032
3. Plan Termination
Although it has not been expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any time
and to terminate the Plan subject to the provisions of ERISA.
4. Tax Status
The Company filed for a determination letter with the Internal Revenue
Service but had not yet received a ruling as of May 8, 1998. However,
management believes that the Plan is currently designed and is being
operated in compliance with the application requirements of the Code.
Therefore, management believes that the Plan was qualified and that the
related trust was tax-exempt as of December 31, 1997.
Profit Sharing 401(k) Plan
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
Shares or Fair
Description Face Value Cost Value
MONEY MARKET FUND:
Provident T-Fund 4,283 $ 4,283 $ 4,283
MUTUAL FUNDS:
SEI Short Duration
Government Fund 210 2,104 2,105
SEI Bond Index Fund 3,682 38,564 38,700
SEI S&P 500 Fund 3,137 95,514 96,140
T. Rowe Price International
Stock Fund 1,492 20,470 20,025
Berger Small Cap Stock Fund 771 15,599 15,371
Total Mutual Funds 172,251 172,341
COMMON STOCK:
Capital City Bank Group
Common Stock 287 11,043 11,982
Total Investments $185,577 $188,606
*Represents a party in interest.
The accompanying notes are an integral part of this schedule.
<TABLE>
Profit Sharing 401(k) Plan
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1997
Current
Expense Value of
Incurred Asset on Net
Purchase Selling With Cost of Transaction Gain
Identity of Party Involved Description of Asset Price Price Transaction Asset Date (Loss)
<CAPTION> <C> <C> <C> <C> <C> <C> <C>
MONEY MARKET FUND:
Provident T-Fund Money Market Fund $ 4,283 $0 $0 $ 4,283 $4,283 $0
MUTUAL FUNDS:
SEI Short Duration
Government Fund Mutual Fund 2,104 0 0 2,104 2,104 0
SEI Bond Index Fund Mutual Fund 38,564 0 0 38,564 38,564 0
SEI S&P 500 Fund Mutual Fund 95,514 0 0 95,514 95,514 0
T.Rowe Price International
Stock Fund Mutual Fund 20,470 0 0 20,470 20,470 0
Berger Small Cap Stock Fund Mutual Fund 15,599 0 0 15,599 15,599 0
COMMON STOCK:
Capital City Bank Group
Common Stock Common Stock 11,043 0 0 11,043 11,043 0
*Represents a party in interest.
The accompanying notes are an integral part of this schedule.
</TABLE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation of our report dated May 8, 1998, included in this Form 11-K,
into the Company's previously filed Registration Statement File No. 333-36693.
Jacksonville, Florida
June 29, 1998
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned Chief Financial Officer hereunto duly authorized.
CAPITAL CITY BANK GROUP, INC. Profit Sharing 401(k) Plan.
By: Capital City Trust Company, Trustee
By: /S/ Randolph M. Pople
Randolph M. Pople, President
