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, 1999
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, 1999, 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.
<PAGE>
Capital City Bank Group, Inc.
Profit Sharing 401(k) Plan
Financial Statements and Schedules
as of December 31, 1999 and 1998
Together With
Auditors' Report
<PAGE>
CAPITAL CITY BANK GROUP, INC.
PROFIT SHARING 401(K) PLAN
FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 1999 AND 1998
TABLE OF CONTENTS
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits
--December 31, 1999 and 1998
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 1999
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
SCHEDULE SUPPORTING FINANCIAL STATEMENTS
Schedule I: Schedule H, Line 4i--Schedule of Assets Held
for Investment Purposes--December 31, 1999
<PAGE>
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, 1999 and 1998 and the
related statement of changes in net assets available for benefits
for the year ended December 31, 1999. These financial statements
are the responsibility of the plan administrator. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States. 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, 1999 and
1998 and the changes in net assets available for benefits for the
year ended December 31, 1999 in conformity with accounting
principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedule of assets held for investment purposes is presented for
purposes of additional analysis and is not a required part of the
basic financial statements but is 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 supplemental schedule has been
subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly stated
in all material respects in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN LLP
Jacksonville, Florida
June 9, 2000
<PAGE>
CAPITAL CITY BANK GROUP, INC.
PROFIT SHARING 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
1999 1998
---------- ----------
ASSETS:
Cash and cash equivalents $ 48,784 $ 38,767
---------- ----------
Investments, at fair value:
SEI S&P 500 Fund 1,194,103 651,215
American Century International Growth Fund 352,099 151,100
Berger Small Cap Stock Fund 244,562 155,124
Capital City Bank Group Common Stock 83,463 68,358
SEI Bond Index Fund 81,810 111,907
Provident T-Fund 34,947 24,967
SEI Short Duration Government Fund 21,518 18,796
---------- ----------
Total investments 2,012,502 1,181,467
---------- ----------
Accrued investment income 5,959 2,524
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $2,067,245 $1,222,758
========== ==========
The accompanying notes are an integral part of these statements.
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CAPITAL CITY BANK GROUP, INC.
PROFIT SHARING 401(k) PLAN
STATEMENT OF CHANGES NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
ADDITIONS:
Contributions:
Participants $ 560,872
Rollovers 27,429
----------
Total contributions 588,301
----------
Investment income:
Net appreciation in fair value 312,696
Dividends 7,238
----------
Total investment income 319,934
----------
Total additions 980,235
DEDUCTIONS:
Benefits paid to participants (63,748)
----------
Net increase 844,487
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 1,222,758
----------
End of year $2,067,245
==========
The accompanying notes are an integral part of this statement.
<PAGE>
CAPITAL CITY BANK GROUP, INC.
PROFIT SHARING 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 1999 AND 1998
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 (the "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 May 7, 1999, the Company acquired the First National Bank of
Grady County. Effective May 7, 1999, the employees of the First
National Bank of Grady County became eligible to participate in
the Plan.
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 IRC. 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 in
1999.
Participants may receive a distribution while in service upon
demonstration of financial hardship.
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
participant's compensation to the compensation of all
participants for the plan year.
<PAGE>
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.
Deviations in performance between the fund and the
index, called tracking errors, is typically
attributable to trading costs and cash reserves held
for liquidity needs.
<PAGE>
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.
Berger Small Cap Stock 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
their 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 their 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.
Credited service is based on 1,000 hours of work in one year.
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.
<PAGE>
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
Investments that represent 5% or more of the Plan's net assets as
of December 31, 1999 and 1998 are as follows:
1999 1998
---------- ----------
Fair value as determined by quoted market value:
Mutual funds:
SEI S&P 500 Fund $1,194,103 $651,215
American Century International Growth Fund 352,099 151,100
Berger Small Cap Stock Fund 244,562 155,124
Capital City Bank Group Common Stock 83,463 68,358
SEI Bond Index Fund 81,810 111,907
During the year ended December 31, 1999, the Plan's investments
(including gains and losses on investments bought and sold as
well as held during the year) appreciated (depreciated) in value
as follows:
Mutual funds $333,299
Common stock (20,603)
--------
$312,696
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
the Employee Retirement Income Security Act of 1974. In the
event of plan termination, participants would become 100% vested
in their employer contributions.
5. TAX STATUS
The Internal Revenue Service issued a determination letter dated
July 20, 1999 stating that the Plan was designed in accordance
with applicable IRC requirements as of that date.
<PAGE>
Schedule I
CAPITAL CITY BANK GROUP, INC.
PROFIT SHARING 401(K) PLAN
SCHEDULE H, LINE 4i--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
Description Fair
Value
------------------------------------------------ ----------
MONEY MARKET FUND:
Provident T-Fund $ 34,947
----------
MUTUAL FUNDS:
SEI S&P 500 Fund 1,194,103
American Century International Growth Fund 352,099
Berger Small Cap Stock Fund 244,562
SEI Bond Index Fund 81,810
SEI Short Duration Government Fund 21,518
----------
Total mutual funds 1,894,092
----------
COMMON STOCK:
Capital City Bank Group Common Stock 83,463
----------
Total investments $2,012,502
==========
*Represents a party in interest.
The accompanying notes are an integral part of this schedule.
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
As independent certified public accountants, we hereby consent to
the incorporation of our report dated June 9, 2000, included in
this Form 11-K, into the Company's previously filed Registration
Statement File No. 333-36693.
ARTHUR ANDERSEN LLP
Jacksonville, Florida
June 27, 2000
<PAGE>
Signatures
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or 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
