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, 1998
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,
1998, 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.
Capital City Bank Group, Inc.
Profit Sharing 401(k) Plan
Financial Statements and Schedules
as of December 31, 1998 and 1997
Together With
Auditors' Report
CAPITAL CITY BANK GROUP, INC.
PROFIT SHARING 401(K) PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1998 AND 1997
TABLE OF CONTENTS
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits--December 31, 1998 and 1997
Statement of Changes in Net Assets Available for Benefits, With Fund
Information, for the Year Ended December 31, 1998
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27a--Schedule of Assets Held for Investment
Purposes--December 31, 1998
Schedule II: Item 27d--Schedule of Reportable Transactions
for the Year Ended December 31, 1998
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Retirement Committee of
Capital City Bank Group, Inc.:
We have audited the accompanying statements of net assets available for
benefits of CAPITAL CITY BANK GROUP, INC. PROFIT SHARING 401(k) PLAN as of
December 31, 1998 and 1997 and the related statement of changes in net
assets available for benefits, with fund information, for the year ended
December 31, 1998. 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 audits.
We conducted our audits 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 audits provide 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, 1998 and 1997 and the changes in net assets available for
benefits for the year ended December 31, 1998 in conformity with generally
accepted accounting principles.
Our audits were 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 audits 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
June 11, 1999
CAPITAL CITY BANK GROUP, INC.
PROFIT SHARING 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
1998 1997
ASSETS:
Cash $ 38,767 $ 52
-------- --------
Investments, at fair value (Notes 2 and 3):
SEI S&P 500 Fund 651,215 96,140
Berger Small Cap Value Fund 155,124 15,371
American Century International Growth Fund 151,100 0
SEI Bond Index Fund 111,907 38,700
Capital City Bank Group Common Stock 68,358 11,982
Provident T-Fund 24,967 4,283
SEI Short Duration Government Fund 18,796 2,105
T. Rowe Price International Fund 20,025
---------- --------
Total investments 1,181,467 188,606
Receivables:
Participants' contributions 0 37,970
Transfer from merged plan 0 207,067
---------- --------
Total receivables 0 245,037
---------- --------
Accrued investment income 2,524 1,277
---------- --------
NET ASSETS AVAILABLE FOR BENEFITS $1,222,758 $434,972
The accompanying notes are an integral part of these statements.
<TABLE>
CAPITAL CITY BANK GROUP, INC.
PROFIT SHARING 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION,
FOR THE YEAR ENDED DECEMBER 31, 1998
<CAPTION>
Berger American SEI Capital City SEI Short T. Rowe Price
S&P Cap International Bond Bank Group Duration Inter-
500 Value Growth Index Common Provident Government national
Fund Fund Fund Fund Stock T-Fund Fund Stock Fund Other Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Participants $195,582 $ 53,812 $ 7,120 $ 32,230 $ 36,721 $13,642 $12,058 $40,265 $38,767 $ 430,197
Rollovers 146,940 73,610 14,394 15,156 1,814 0 0 42,937 0 294,851
-------- -------- -------- -------- -------- ------- ------- ------- ------- ----------
342,522 127,422 21,514 47,386 38,535 13,642 12,058 83,202 38,767 725,048
-------- -------- -------- -------- -------- ------- ------- ------- -------- ----------
Investment income:
Net appreciation
(depreciation) in fair
value (Note 3) 100,899 (2,917) 11,538 6,769 (4,753) 0 686 1,144 0 113,366
Dividends 13,190 2,578 0 1,228 2,006 2,122 244 1,411 2,524 25,303
-------- -------- -------- -------- -------- ------- ------- ------- -------- ----------
Total investment income
(loss) 114,089 (339) 11,538 7,997 (2,747) 2,122 930 2,555 2,524 138,669
-------- -------- -------- -------- -------- ------- ------- ------- -------- ----------
Total additions 456,611 127,083 33,052 55,383 35,788 15,764 12,988 85,757 41,291 863,717
DEDUCTIONS:
Benefits paid to
participants (16,796) (3,144) 0 (673) (1,422) (46,795) (485) (6,616) 0 (75,931)
INTERFUND TRANSFERS 115,260 15,814 118,048 18,497 22,010 51,715 4,188 (99,166) (246,366) 0
-------- -------- -------- -------- ------- ------- ------- ------- -------- --------
NET INCREASE (DECREASE) 555,075 139,753 151,100 73,207 56,376 20,684 16,691 (20,025) (205,075) 787,786
NET ASSETS AVAILABLE FOR
BENEFITS:
Beginning of year 96,140 15,371 0 38,700 11,982 4,283 2,105 20,025 246,366 434,972
-------- -------- -------- -------- ------- ------- ------- ------- -------- ----------
End of year $651,215 $155,124 $151,100 $111,907 $68,358 $24,967 $18,796 $ 0 $ 41,291 $1,222,758
The accompanying notes are an integral part of this statement.
</TABLE>
CAPITAL CITY BANK GROUP, INC.
PROFIT SHARING 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1998 AND 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 pretax annual
compensation, as defined in the Plan and subject to certain limitations under
the Internal Revenue Code. Participants may choose to change their deferral
percentage at any time. 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 1998.
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. Employer discretionary
contributions are allocated among all participants in an amount equal to the
ratio of the participants compensation to the compensation of all
participants for the plan year.
Investment Options
Participants may change investments or redesignate the percentages on the
following dates:
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 SEI Short Duration Government Fund seeks
to provide current income and to preserve
principal value. The fund 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.
American Century International Growth Fund
The American Century International Growth
Fund's investment objective is capital
growth. The fund will seek to achieve this
objective by investing primarily in
securities of foreign issuers that have the
potential for appreciation. The fund will
invest primarily in issuers in developed
markets. Share price will fluctuate with
changes in market, economic, and foreign
currency exchange conditions, as well as with
changes in portfolio company prospects.
T. Rowe Price International Stock Fund
The T. Rowe Price 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 developed, newly
industrialized, and emerging countries
throughout the world. Share price will
fluctuate with changes in market, economic,
and foreign currency exchange conditions, as
well as with changes in portfolio company
prospects. On November 3, 1998, all assets
in this fund were transferred to the American
Century International Growth Fund.
Berger Small Cap Value Fund
The Berger Small Cap Value Fund's investment
objective is capital appreciation. The fund
seeks to achieve this objective by investing
primarily in common stocks of small companies
(market capitalization of less than
$1 billion) that the fund believes are
undervalued in the marketplace relative to
their assets, earnings, cash flow or business
franchise.
Other Options
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.
3. INVESTMENTS
The carrying values of individual investments that represent 5% or more of
the Plan's net assets as of December 31, 1998 are as follows:
Fair
Value
Fair value as determined by quoted market
value:
Mutual funds:
SEI Standard & Poor's 500 Fund $651,215
Berger Small Cap Value Fund 155,124
American Century International Growth Fund 151,100
SEI Bond Index Fund 111,907
Capital City Bank Group Common Stock 68,358
During the year ended December 31, 1998, the Plan's investments (including
investments bought and sold, as well as held during the year) appreciated
(depreciated) in value as follows:
Mutual funds $118,119
Common stock (4,753)
--------
$113,366
========
4. PLAN TERMINATION
Although it has not 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.
5. TAX STATUS
The Company filed for a determination letter with the Internal Revenue
Service but had not yet received a ruling as of June 11, 1999. 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, 1998.
CAPITAL CITY BANK GROUP, INC.
PROFIT SHARING 401(K) PLAN
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
Fair
Description Cost Value
MONEY MARKET FUND:
Provident T-Fund $ 24,967 $ 24,967
---------- ----------
MUTUAL FUNDS:
SEI S&P 500 Fund 561,245 651,215
Berger Small Cap Value Fund 163,783 155,124
American Century International Growth 142,080 151,100
Fund
SEI Bond Index Fund 109,596 111,907
SEI Short Duration Government Fund 18,634 18,796
---------- ----------
Total mutual funds 995,338 1,088,142
---------- ----------
COMMON STOCK:
* Capital City Bank Group Common Stock 71,866 68,358
---------- ----------
Total investments $1,092,171 $1,181,467
*Represents a party in interest.
The accompanying notes are an integral part of this schedule.
<TABLE>
CAPITAL CITY BANK GROUP, INC.
PROFIT SHARING 401(K) PLAN
ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<CAPTION>
Current Value
of Asset on Net
Purchase Selling Cost of Transaction Gain
Identity of Party Involved Description of Asset Price Price Asset Date (Loss)
<S> <C> <C> <C> <C> <C> <C>
MONEY MARKET FUND:
Provident T-Fund Money Market Fund $ 68,443 $ 48,041 $ 48,041 $ 48,041 $ 0
MUTUAL FUNDS:
SEI Bond Index Fund Mutual fund 72,011 3,321 3,264 3,321 57
SEI S&P 500 Fund Mutual fund 477,929 16,797 15,519 16,797 1,278
American Century International Mutual fund
Growth Fund 140,740 0 0 0 0
T. Rowe Price International Mutual fund
Stock Fund 104,279 125,448 125,320 125,448 128
Berger Small Cap Stock Fund Mutual fund 154,919 11,287 12,933 11,287 (1,646)
COMMON STOCK:
* Capital City Bank Group Common Common stock
Stock 66,140 3,146 3,452 3,146 (306)
*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 June 11, 1999, included in this Form 11-K,
into the Company's previously filed Registration Statement File No. 333-36693.
ARTHUR ANDERSEN LLP
Jacksonville, Florida
June 28, 1999
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
