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 (AMENDMENT NO. ____)
Filed by the registrant [ X ]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement.
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2)).
COMMUNITY CAPITAL CORPORATION
(Name of Registrant as Specified in Its Charter)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] 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 by 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:___________________________________
<PAGE>
COMMUNITY CAPITAL CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
May 24, 2000
Notice is hereby given that the Annual Meeting of Shareholders of
Community Capital Corporation will be held at the Inn on the Square at 104 Court
Street, Greenwood, South Carolina on Wednesday, May 24, 2000, at 11:30 a.m., for
the following purposes:
(1) To elect nine members to the Board of Directors;
(2) To ratify the appointment of Tourville, Simpson & Caskey,
Certified Public Accountants, as the Company's independent
auditors for the fiscal year ending December 31, 2000; and
(3) To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
Only shareholders whose names appeared of record on the books of the
Company on April 3, 2000 will be entitled to notice of, and to vote at, the
Annual Meeting or any adjournment thereof.
You are cordially invited and urged to attend the Annual Meeting in
person, but if you are unable to do so, please date, sign and promptly return
the enclosed, self-addressed, postage-paid envelope. If you attend the Annual
Meeting and desire to revoke your proxy and vote in person, you may do so. In
any event, a proxy may be revoked at any time before it is exercised.
By Order of the Board of Directors,
William G. Stevens
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Charles J. Rogers
CHAIRMAN OF THE BOARD
Greenwood, South Carolina
April 17, 2000
<PAGE>
COMMUNITY CAPITAL CORPORATION
1402-C HIGHWAY 72 WEST
GREENWOOD, SOUTH CAROLINA 29649
PROXY STATEMENT
GENERAL
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Community Capital Corporation (the
"Company") to be used in voting at the Annual Meeting of Shareholders of the
Company to be held at the Inn on the Square at 104 Court Street, Greenwood,
South Carolina, on Wednesday, May 24, 2000 at 11:30 a.m., and at any adjournment
thereof. The purposes of the Annual Meeting are (a) to elect nine members of the
Board of Directors, (b) to ratify the appointment of Tourville, Simpson &
Caskey, Certified Public Accountants, as the Company's independent auditors for
the fiscal year ending December 31, 2000, and (c) to transact such other
business as may properly come before the Annual Meeting or any adjournment
thereof. This Proxy Statement and the accompanying form of proxy are being
mailed to shareholders commencing on or about April 17, 2000.
Any shareholder who has signed the proxy referred to in this Proxy
Statement may revoke it at any time before it is exercised at the Annual Meeting
by (i) delivering to the Secretary of the Company a written notice, bearing a
date later than the proxy, stating that the proxy is revoked, (ii) signing and
so delivering a proxy relating to the same shares and bearing a later date prior
to the vote at the Annual Meeting or (iii) attending the Annual Meeting and
voting in person (although attendance at the Annual Meeting will not, by itself,
revoke a proxy). Whether or not you plan to attend the Annual Meeting, you are
urged to sign and return the enclosed proxy.
The cost of preparing, assembling and mailing this Proxy Statement and
the form of proxy will be borne by the Company. Directors, officers and
employees of the Company may also solicit proxies personally or by mail,
telephone or telegram. No compensation will be paid for such solicitations. In
addition, the Company may request banking institutions, brokerage firms,
custodians, nominees and fiduciaries to forward the Company's proxy solicitation
materials to the beneficial owners of the Company's common stock (the "Common
Stock") held of record by such entities, and the Company will reimburse their
reasonable forwarding expenses.
VOTING SECURITIES OUTSTANDING
The Board of Directors has fixed April 3, 2000 as the record date (the
"Record Date") for the determination of shareholders entitled to notice of, and
to vote at, the Annual Meeting or at any adjournments thereof. As of the Record
Date, there were 3,084,956 issued and outstanding shares of the Common Stock
held of record by approximately 1,250 shareholders. All of such shares are
eligible to be voted on each matter currently scheduled to come before the
Annual Meeting, and there are no other outstanding shares of capital stock of
the Company eligible to be voted at the Annual Meeting. Cumulative voting for
the election of directors is not available under the Company's Article of
Incorporation. Consequently, each share of Common Stock is entitled to one vote
on each matter to be voted upon at the Annual Meeting.
QUORUM
The presence in person or by proxy of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum at the Annual Meeting or an adjournment
thereof. Directions to withhold authority to vote for directors, abstentions and
broker non-votes will be considered shares present in person or by proxy and
entitled to vote and, therefore, will be counted for
1
<PAGE>
purposes of determining whether there is a quorum at the Annual Meeting. (A
broker non-vote occurs when a broker or other nominee holding shares for a
beneficial owner votes on one proposal, but does not vote on another proposal
because the broker or nominee does not have the discretionary voting power and
has not received voting instructions from the beneficial owner.) If a quorum is
not present or represented at the Annual Meeting, the shareholders entitled to
vote, present in person or represented by proxy, have the power to adjourn the
meeting from time to time, without notice other than an announcement at the
meeting, until a quorum is present or represented. Directors, officers and
regular employees of the Company may solicit proxies for the reconvened meeting
in person or by mail, telephone or telegraph. At any such reconvened meeting at
which a quorum is present or represented, any business may be transacted that
might have been transacted at the meeting as originally scheduled.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Company's Articles of Incorporation provide for a classified Board
of Directors so that, as nearly as possible, one-third of the members of the
Board of Directors is elected at each annual meeting to serve until the third
annual shareholders meeting after their election. At the date of the Annual
Meeting, the Board of Directors will consist of twenty directorships divided
into two classes of seven directors whose terms expire at the Annual Meeting and
the first annual meeting following the forthcoming Annual Meeting and one class
of six directors each whose terms expire at the second consecutive annual
meeting following the forthcoming Annual Meeting.
In January 2000, Hazel B. Hughes, James A. Lollis, Donna W. Robinson
and William F. Steadman resigned from the Board of Directors. Following these
resignations, the Board of Directors dispensed with two of the four vacancies
created by these resignations by reducing from seven to six directors the size
of the director class expiring at the annual meeting expected to be held in
2001, and reducing from eight to seven directors the size of the director class
expiring at the annual meeting expected to be held in 2002. Harold Clinkscales,
Jr. was elected by the Board of Directors in January 2000 to fill the vacancy
created by Mr. Lollis' resignation, and William W. Riser, Jr. was elected by the
Board of Directors in February 2000 to fill the vacancy created by Mr.
Steadman's resignation.
The Board of Directors has nominated the following nine nominees for
election to the Board of Directors:
John W. Drummond, B. Marshall Keys, Clinton C. Lemon, Jr., George B.
Park, George D. Rodgers, Charles J. Rogers, and Thomas E. Skelton are
being nominated to serve from the date of their election at the Annual
Meeting until the annual meeting expected to be held in 2003.
William W. Riser, Jr. is being nominated to serve from the date of his
election at the Annual Meeting until the annual meeting expected to be
held in 2002.
Harold Clinkscales, Jr. is being nominated to serve from the date of
his election at the Annual Meeting until the annual meeting expected to
be held in 2001.
All of the nominees except Mr. Keys are currently members of the Board of
Directors. For additional information on each of these nominees, see the
information set forth elsewhere in this Proxy Statement under the heading
"Management - Directors."
In accordance with the Bylaws of the Company, those nine nominees
receiving the greatest number of votes cast (although not necessarily a majority
of the votes cast) at the Annual Meeting will be elected to the Board of
Directors. Accordingly, directions to withhold authority, abstentions and broker
non-votes will have no effect on the outcome of the vote. Cumulative voting in
the election of directors is not permitted by the Company's Articles of
Incorporation.
2
<PAGE>
The persons named in the accompanying proxy have been designated by the
Board of Directors, and unless authority is specifically withheld, they intend
to vote for the election of the nominees listed above. A shareholder executing
the enclosed proxy may vote for any or all of the nominees or may withhold such
vote from any or all nominees. In each case where the shareholder has
appropriately specified how the proxy is to be voted, it will be voted in
accordance with such shareholder's specifications. Although it is not
contemplated that any of the nominees will become unable to serve prior to the
Annual Meeting, the persons named on the enclosed proxy will have the authority
to vote for the election of other persons in accordance with their best
judgement.
THE PERSONS NAMED IN THE FORM OF PROXY WILL VOTE THE PROXY AS
SPECIFIED. IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED "FOR" THE
ELECTION OF THE NOMINEES LISTED ABOVE.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors, upon recommendation of the Audit Committee, has
reappointed the firm of Tourville, Simpson & Caskey, Certified Public
Accountants, as independent auditors to make an examination of the accounts of
the Company for the fiscal year ending December 31, 2000, subject to shareholder
ratification. If the shareholders do not ratify this appointment, other
certified public accountants will be considered by the Board of Directors upon
recommendation of the Audit Committee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL. THE
PERSONS NAMED IN THE FORM OF PROXY WILL VOTE THE PROXY AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THE PROXY WILL BE VOTED "FOR" THE RATIFICATION OF THE
COMPANY'S INDEPENDENT AUDITORS.
A representative of Tourville, Simpson & Caskey is expected to be in
attendance at the Annual Meeting and will have the opportunity to make a
statement and be available to respond to appropriate questions.
OTHER BUSINESS
The Board of Directors of the Company knows of no other matter to come
before the Annual Meeting. However, if any matter requiring a vote of the
shareholders should arise, it is the intention of the persons named in the
enclosed proxy to vote such proxy in accordance with their best judgement.
PROPOSALS FOR 2001 ANNUAL MEETING
Shareholder proposals intended to be presented at the Annual Meeting of
Shareholders expected to be held in 2001 must be received by the Company by
December 20, 2000 for possible inclusion in the proxy material relating to such
meeting.
3
<PAGE>
MANAGEMENT
DIRECTORS
Set forth below is the age and certain biographical information with
respect to each of the nine nominees for election as directors at the
forthcoming Annual Meeting and with respect to each of the directors whose terms
will continue beyond the Annual Meeting.
DIRECTOR NOMINEES FOR TERMS EXPIRING AT THE ANNUAL MEETING EXPECTED TO BE HELD
IN 2003:
JOHN W. DRUMMOND, 80, has owned and operated Drummond Oil Company since
1960 and has served as a member of the South Carolina Senate since 1965. He has
served as a director of the Company since its inception in April 1988.
B. MARSHALL KEYS, 48, has owned and operated Palmetto Insurance
Associates, LLC in Belton, South Carolina for over five years.
CLINTON C. LEMON, JR., 55, has served as Chairman and Chief Executive
Officer of Southern Bulk Haulers, Inc. since 1989, and Chairman and Chief
Executive Officer of Southern Tank Transport in Harleyville, South Carolina
since 1994. Mr. Lemon has served as a director of the Company since March 1997
and is Chairman of the Board of Community Bank & Trust in Barnwell, South
Carolina, a wholly-owned subsidiary of the Company.
GEORGE B. PARK, 49, has served as President and Chief Executive Officer
of Otis S. Twilley Seed Company, Inc., a mail order seed company, since August
1993 and as President and owner of GeoSeed, a seed distribution company, since
August 1993. Mr. Park has also served as Managing Director of K. Sahin Zaden,
B.V., a flower seed breeding and production company. Prior to 1989, he was
co-owner, Vice President and Corporate Secretary of George W. Park Seed Company.
He has served as a director of the Company since its inception in April 1988.
GEORGE D. RODGERS, 56, has been the owner of Palmetto Insurance
Associates, LLC and its predecessor in Clemson, South Carolina since 1985. Mr.
Rodgers has served as a director of the Company since June 1995.
CHARLES J. ROGERS, 67, has served as Chairman of the Board of Directors
of the Company since January 1989. He has served as President of The
Organizational Paths Company, a consulting firm for organizational strategies,
since July 1993. Mr. Rogers served as team leader of the Greenwood Plant of the
Monsanto Chemical Company from 1982 until June 1993. He has served as a director
of the Company since its inception in April 1988.
THOMAS E. SKELTON, PH.D., 69, served as Professor of Entomology at
Clemson University from 1969 until his retirement on June 30, 1997. He served as
the head of the Clemson University Entomology Department from June 1992 through
June 1995 and as Interim Dean of the College of Agriculture, Forestry and Life
Sciences from July 1995 through August 1996. Dr. Skelton is General Partner, SVT
Properties and co-owner of Skelton Properties, both of which are real estate
investment companies. Dr. Skelton has served as a director of the Company since
June 1995.
DIRECTOR NOMINEE FOR TERM EXPIRING AT THE ANNUAL MEETING EXPECTED TO BE HELD IN
2002:
WILLIAM W. RISER, JR., 80, has served as President of Country Clean,
Inc. of Newberry since 1971 and has served as Managing Partner of Plaza
Management Group, a South Carolina general partnership, since 1997. He is
retired from the US Air Force, having joined in 1941. Mr. Riser has served as a
director of the Company since February 2000.
4
<PAGE>
DIRECTOR NOMINEE FOR TERM EXPIRING AT THE ANNUAL MEETING EXPECTED TO BE HELD IN
2001:
HAROLD CLINKSCALES, JR., 47, has served as President and owner of
Southern Burglar and Fire Alarm Company, Inc. since 1974. He has served as a
director of the Company since January 2000 and is Chairman of the Board of
TheBank in Belton, South Carolina, a wholly-owned subsidiary of the Company.
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE ANNUAL MEETING EXPECTED TO BE
HELD IN 2002:
PATRICIA C. EDMONDS, 45, has served as the Executive Director of the
Upper Savannah Council of Governments since March 1990 and served as its
Assistant Director from August 1984 to March 1989. She has served as a director
of the Company since its inception in April 1988.
MILES LOADHOLT, 57, has served as Senior Partner of Ness, Motley,
Loadholt, Richardson & Poole since 1968. He has served as a director of the
Company since May 1999.
THOMAS C. LYNCH, JR., 64, served as a pharmacist and President of Lynch
Drug Company, a retail pharmacy in Clemson, South Carolina, from 1963 until its
sale to Eckerd Drug, Inc. in January 1997. Mr. Lynch has served as a director of
the Company since June1995 and is Chairman of the Board of Clemson Bank & Trust
in Clemson, South Carolina, a wholly-owned subsidiary of the Company.
H. EDWARD MUNNERLYN, 56, has served as President and owner of Munnerlyn
Company, a corporate apparel and uniforms company, since January 1989. Prior to
1989 has was employed by Greenwood Mills, Inc. ("GMI"), a textile manufacturer,
for twenty years and was Executive Vice President when he left GMI in 1988. He
has served as a director of the Company since its inception in April 1988.
JOSEPH H. PATRICK, JR., 56, has served as President of Southern
Resources, LLP since January 1996. From 1984 to January 1996, he served as
President and co-owner of Southern Brick Company. Mr. Patrick has served as a
director of the Company since its inception in April 1988 and is Chairman of the
Board of Greenwood Bank & Trust in Greenwood, South Carolina, a wholly-owned
subsidiary of the Company (the "Greenwood Bank").
LEX D. WALTERS, 61, has served as President of Piedmont Technical
College since 1968. He has served as a director of the Company since its
inception in April 1988.
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE ANNUAL MEETING EXPECTED TO BE
HELD IN 2001:
DAVID P. ALLRED, 61, is a retired medical doctor who was in private
practice in Saluda, North Carolina from April 1994 until April 1998 and was in
private practice in Beaufort, South Carolina from July 1990 to December 1993.
From September 1988 to July 1990, he was employed by the Medical University of
South Carolina, From August 1971 through August 1988, he was in private medical
practice in Greenwood, South Carolina. He has served as a director of the
Company since its inception in April 1988.
EARL H. BERGEN, 79, has owned and has served as President of Bergen's
Factors, Inc. since 1988. From 1953 to 1987 Mr. Bergen was sole proprietor of
Bergen's Inc. retail stores. Mr. Bergen has served as a director of the Company
since July 1997 and is Chairman of the Board of Mid State Bank in Newberry,
South Carolina (the "Newberry Bank").
ROBERT C. COLEMAN, 54, has owned and has served as President of Coleman
Realty Company since 1976 and as a partner in DB&B, LLC, a commercial real
estate development partnership, since January 1997. He has served as a director
of the Company since its inception in April 1988.
WAYNE Q. JUSTESEN, JR., 54, has been employed by GMI since 1978 and has
served as Secretary and General Counsel of GMI since 1983. He has served as a
director of the Company since its inception in April 1988.
5
<PAGE>
WILLIAM G. STEVENS, 55, has served as President and Chief Executive
Officer and a director of the Company since its inception in April 1988. He
served as Chief Executive Officer of the Greenwood Bank from 1989 until May
1998. Mr. Stevens was employed by NCNB National Bank of South Carolina (formerly
Bankers Trust) for eighteen years prior to 1987.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company had a total of ten regular
meetings during 1999 and one special meeting. No directors except James M.
Horton and Messrs. Drummond, Justesen, Rodgers and Walters attended fewer than
75 percent of the total of such Board meetings and the meetings of the
committees upon which the director served. Mr. Horton is not standing for
reelection at the Annual Meeting.
Among its standing committees, the Board of Directors has established
an Audit Committee, a Compensation Committee, an Asset/Liability Committee and a
Nominating Committee.
The Audit Committee currently consists of Messrs. Horton, Munnerlyn,
Rodgers, Rogers and Stevens. This Committee recommends to the Board of Directors
the engagement of the independent auditors for the Company, determines the scope
of the auditing of the books and accounts of the Company, reviews the reports
submitted by the auditors, examines procedures employed in connection with the
Company's internal control structure, undertakes certain other activities
related to the fiscal affairs of the Company and makes recommendations to the
Board of Directors as may be appropriate. This Committee met seven times during
1999.
The Compensation Committee currently consists of Messrs. Bergen,
Clinkscales, Coleman, Justesen, Lemon, Rogers and Skelton. This Committee
reviews and recommends to the Board of Directors the salaries and other
compensation of all officers and directors of the Company. This Committee also
administers the Company's 1997 Stock Incentive Plan. This Committee met nine
times during 1999.
The Asset/Liability Committee currently consists of Messrs. Allred and
Stevens. This Committee oversees and coordinates the entire investment portfolio
of the Company, including all of its subsidiaries. This Committee met one time
during 1999.
The Nominating Committee was established by the Board in March 1999 and
currently consists of Messrs. Lemon, Horton, Park, and Rodgers. This Committee
makes recommendations to the Board with respect to the size and composition of
the Board, reviews the qualifications of potential candidates for election as
director and recommends director nominees to the Board. The Nominating Committee
met one time in 1999. The Nominating Committee will consider nominees
recommended by the shareholders, provided the nomination is made in writing,
provides pertinent information concerning the nominee's background and
experience, and is received by the Secretary of the Company no later than thirty
days prior to the Annual Meeting, unless the Company notifies the shareholders
otherwise.
EXECUTIVE OFFICERS
The following individuals constitute the executive officers of the
Company, each of whom has held the indicated office for over five years:
NAME AGE OFFICES HELD
- ---- --- ------------
William G. Stevens 55 President and Chief Executive Officer
James H. Stark 65 Chief Financial Officer, Executive Vice
President and Secretary
6
<PAGE>
MANAGEMENT COMPENSATION
COMPENSATION OF OFFICERS
The following table summarizes for each of the indicated years the
compensation earned by the Company's President and Chief Executive Officer and
by each of the other executive officers of the Company and its subsidiaries
whose annual compensation from the Company for all services provided to the
Company or such subsidiaries during any of the indicated years exceeded
$100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
---------------------------------- --------------------------
SHARES OF COMMON STOCK
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITIONS YEAR SALARY BONUS OPTIONS COMPENSATION
- ------------------------------------- ---------------------------------- -------------------------- --------------
<S> <C> <C> <C> <C> <C>
William G. Stevens 1999 $ 201,773 $ -0- 4,500 $ 9,173
PRESIDENT AND CHIEF EXECUTIVE
OFFICER OF THE COMPANY 1998 201,545 -0- 4,725 9,346
1997 159,643 21,114 -0- 7,337
Hazel B. Hughes 1999 133,354 -0- 2,000 7,192
PRESIDENT AND CHIEF EXECUTIVE
OFFICER OF THE GREENWOOD BANK 1998 108,495 24,458 2,100 5,243
1997 82,000 13,613 -0- 4,022
- ------------------------------------- ---------------------------------- -------------------------- --------------
</TABLE>
Amounts included under the heading "Salary" for Mr. Stevens in 1999,
1998 and 1997 include aggregate director compensation of $11,098, $12,545, and
$9,515, respectively. The amount included under the heading "Salary" for Ms.
Hughes in 1999 includes aggregate director compensation of $7,291. Amounts
included under the heading "All Other Compensation" for Mr. Stevens and Ms.
Hughes in 1999 include (i) $1,591 and $1,026, respectively, of premiums for life
insurance provided by the Company for the benefit of each officer, and (ii)
$7,582 and $6,166, respectively, in Company contributions to the Company's
401(k) plan for the account of each officer. The 1998 share amounts under the
heading "Long-Term Compensation Awards" have been adjusted to reflect the impact
of a stock dividend in 1998.
OPTION GRANTS
The following table sets forth certain information with respect to
options to purchase Common Stock granted during the year ended December 31, 1999
to the officers included in the Summary Compensation Table above. The Company
has granted no stock appreciation rights to any of its executive officers or
other employees.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-------------------------------------------------------------- POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
NUMBER OF % OF TOTAL EXERCISE OF STOCK PRICE APPRECIATION
SECURITIES OPTIONS GRANTED OR BASE FOR OPTION TERM
UNDERLYING TO EMPLOYEES PRICE PER EXPIRATION ---------------------------
NAME OPTIONS GRANTED IN 1999 SHARE DATE 5% 10%
- ---------------------------- ------------------ ----------------- ------------- ----------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
William G. Stevens 4,500 3.13 % $ 10.38 5/26/04 $ 12,915 $ 28,530
Hazel B. Hughes 2,000 1.39 10.38 5/26/04 5,740 12,680
- ---------------------------- ------------------ ----------------- ------------- ----------- ------------ --------------
</TABLE>
7
<PAGE>
YEAR-END OPTION VALUES
The following table sets forth certain information with respect to
unexercised options to purchase Common Stock held at December 31, 1999 by the
officers included in the Summary Compensation Table above. No options were
exercised by either of these two officers during 1999.
<TABLE>
<CAPTION>
DECEMBER 31, 1999 OPTION VALUES
VALUE OF UNEXERCISED
NUMBER OF SECURITIES UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT 12/31/99 (1) OPTIONS AT 12/31/99 (2)
------------------------------------ ------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------- ---------------- --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
William G. Stevens 51,528 4,500 $ 11,929 $ -0-
Hazel B. Hughes 17,002 2,000 3,313 -0-
- -------------------------------------- ---------------- --------------- ------------- ----------------
</TABLE>
- ---------------
(1) Amount represents shares of Common Stock, as adjusted for the payment
of stock dividends.
(2) The value amount in the table has been calculated on the basis of the
$8.50 per share closing price of the Common Stock on December 31, 1999
as reported on the American Stock Exchange.
COMPENSATION OF DIRECTORS
Traditionally, directors of the Company have each received $150 per
month for their services as directors, plus a fee of $75 for attending each
regular and special board or committee meeting. During 1999, these fees were
paid only for the months of July and August, and the Board has voted to forgo
any of these fee payments for any of the other months of 1999. Beginning in
January 2000, directors of the Company each receive $250 per month for their
services as directors, plus a fee of $50 for attending each regular and special
board or committee meeting. All directors of the Company are also reimbursed by
the Company for all out-of-pocket expenses, including mileage, reasonably
incurred by them in the discharge of their duties as directors, including
out-of-pocket expenses incurred in attending meetings of the Board of Directors
and its committees.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Each of the Company's wholly-owned bank subsidiaries (Greenwood Bank &
Trust, Clemson Bank & Trust, Community Bank & Trust, TheBank, and Mid State
Bank, collectively, the "Banks"), in the ordinary course of its business, makes
loans to and has other transactions with directors, officers of the Company and
their associates ("Affiliated Persons"). All loans, other extensions of credit
and other transactions between Affiliated Persons and any of the Banks or the
Company are made on substantially the same terms, including rates and
collateral, as those prevailing at the time for comparable transactions with
unaffiliated third parties and do not involve more than the normal risk of
collectibility or present other unfavorable features. Each of the Banks expect
to continue to enter into transactions in the ordinary course of business on
similar terms with such Affiliated Persons. The aggregate dollar amounts of such
loans outstanding to Affiliated Persons of Greenwood Bank & Trust, Clemson Bank
& Trust, Community Bank & Trust, TheBank and Mid State Bank were approximately
$6,427,133, $3,430,809, $4,104,683, $1,977,022, and $1,935,237, respectively, at
December 31, 1999.
The Greenwood Bank operates a branch location of approximately 2,400
square feet on Laurel Avenue in Greenwood, South Carolina. The land and building
housing this branch are leased by the Greenwood Bank from Robert C. Coleman, a
director of the Company and the Greenwood Bank. The lease expires on July 31,
2006. Annual lease payments by the Greenwood Bank under this lease were $42,000
in the fiscal year ended December 31, 1999. The Greenwood Bank is responsible
for all taxes, fees, utilities, maintenance and insurance costs relating to the
leased premises. The Company believes that the terms of the Greenwood Bank's
lease with Mr. Coleman are no more or less favorable to the Greenwood Bank than
those that would be obtainable through arm's length negotiations with unrelated
third parties for similar property.
8
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information known to the Company
regarding the beneficial ownership of the Common Stock of the Company as of
March 15, 2000. Information is presented for (i) each director, each nominee for
director, and each executive officer of the Company, individually, and (ii) all
directors and executive officers of the Company, as a group. As of that date,
the Company did not know of any shareholder who was the beneficial owner of more
than five percent of the outstanding Common Stock. Except as otherwise specified
in the notes to the following table, each of the shareholders named in the table
has indicated to the Company that such shareholder has sole voting and
investment power with respect to all shares of Common Stock reflected as being
beneficially owned by that shareholder.
NUMBER OF SHARES
BENEFICIALLY
NAME OWNED (1) PERCENTAGE (1)
--------------------------------------- -------------------- ---------------
George B. Park........................ 74,973 (2) 2.41%
William G. Stevens.................... 64,383 (3) 2.05
David P. Allred....................... 63,259 (4) 2.03
Lex D. Walters........................ 56,902 (5) 1.83
Charles J. Rogers..................... 55,778 (6) 1.80
Joseph H. Patrick, Jr................. 52,122 (7) 1.68
John W. Drummond...................... 44,799 (8) 1.44
Wayne Q. Justesen, Jr................. 36,446 (9) 1.17
Thomas C. Lynch, Jr................... 30,993 (10) 1.00
Miles Loadholt........................ 30,266 (11) *
Harold Clinkscales, Jr................ 12,824 (12) *
H. Edward Munnerlyn................... 26,848 (13) *
Hazel B. Hughes....................... 25,092 (14) *
Clinton C. Lemon, Jr.................. 24,636 (15) *
Earl H. Bergen........................ 19,468 (16) *
Thomas E. Skelton..................... 19,091 (17) *
James H. Stark........................ 19,047 (18) *
Patricia C. Edmonds................... 17,392 (19) *
Robert C. Coleman..................... 14,711 (20) *
William W. Riser, Jr.................. 11,400 (21) *
George D. Rodgers..................... 9,039 (22) *
B. Marshall Keys...................... 8,112 (23) *
All directors and executive officers
as a group (22 persons)........... 717,581 21.07
* Amount represents less than 1.0%.
(1) Beneficial ownership is determined in accordance with the rules and
regulations of the Securities and Exchange Commission and generally
includes voting or investment power with respect to securities. Shares of
Common Stock issuable upon the exercise of options currently exercisable,
or exercisable within 60 days, are deemed outstanding for computing the
percentage ownership of
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the person holding such options, but are not deemed outstanding for
computing the percentage ownership of any other person. Percentage
ownership is based on 3,084,956 shares outstanding on March 15, 2000.
(2) Includes 29,724 shares issuable pursuant to currently exercisable stock
options.
(3) Includes 51,528 shares issuable pursuant to currently exercisable stock
options and 9,308 shares held by Mr. Steven's wife.
(4) Includes 29,724 shares issuable pursuant to currently exercisable stock
options and 4,861 held by Mr. Allred's wife.
(5) Includes 23,342 shares issuable pursuant to currently exercisable stock
options and 5,736 shares held by Mr. Walter's wife.
(6) Includes 23,342 shares issuable pursuant to currently exercisable stock
options, 105 shares held jointly with Mr. Roger's wife, and 1,919 shares
held by Mr. Roger's wife.
(7) Includes 20,152 shares issuable pursuant to currently exercisable stock
options and an aggregate of 252 shares held for two of Mr. Patrick's sons.
(8) Includes 23,342 shares issuable pursuant to currently exercisable stock
options.
(9) Includes 20,152 shares issuable pursuant to currently exercisable stock
options and 344 shares held by Mr. Justesen as custodian for two of Mr.
Justesen's sons.
(10) Includes 4,200 shares issuable pursuant to currently exercisable stock
options and 23,608 shares held jointly with Mr. Lynch's wife.
(11) Includes 2,100 shares issuable pursuant to currently exercisable stock
options.
(12) Includes 2,100 shares issuable pursuant to currently exercisable stock
options.
(13) Includes 20,152 shares issuable pursuant to currently exercisable stock
options, 33 shares held by Mr. Munnerlyn's wife, and 518 shares held by Mr.
Munnerlyn's son.
(14) Includes 17,000 shares issuable pursuant to currently exercisable stock
options, 5,592 shares held in an IRA for Ms. Hughes, and 2,500 shares held
in an IRA for Ms. Hughes' husband.
(15) Includes 2,625 shares held in the C.Calhoun Lemon, Sr. 1972 Trust, and
1,912 shares held in the C.Calhoun Lemon, Sr. Trust A.
(16) Includes 2,625 shares issuable pursuant to currently exercisable stock
options, 5,505 shares held jointly with Mr. Bergen's wife, and 2220 shares
owned by Mr. Bergen's wife.
(17) Includes 4,200 shares issuable pursuant to currently exercisable stock
options and 2,315 shares held jointly with Dr. Skelton's wife.
(18) Includes 16,686 shares issuable pursuant to currently exercisable stock
options, 636 shares held in an IRA for Mr. Stark, and 1,725 shares held
jointly with Mr. Stark's wife.
(19) Includes 10,579 shares issuable pursuant to currently exercisable stock
options.
(20) Includes 12,174 shares issuable pursuant to currently exercisable stock
options and 548 shares held in an account for Mr. Coleman's children of
which Mr. Coleman serves as trustee.
(21) Includes 2,100 shares issuable pursuant to currently exercisable stock
options.
(22) Includes 4,200 shares issuable pursuant to currently exercisable stock
options and 190 shares in an IRA for Mr. Rodger's wife.
(23) Includes 2,100 shares issuable pursuant to currently exercisable stock
options and 1,125 shares held in a family trust.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act requires the Company's directors and
executive officers to file reports of holdings and transactions in the Company's
securities with the Securities and Exchange Commission. On the basis of Company
records and other information, the Company believes that all filing requirements
under Section 16(a) of the 1934 Act applicable to its officers and directors
were satisfied with respect to the Company's fiscal year ended December 31,
1999.
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<PAGE>
ANNUAL REPORT
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1999, WHICH IS REQUIRED TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, IS BEING DELIVERED TO SHAREHOLDERS CONCURRENTLY WITH THE
DELIVERY OF THIS PROXY STATEMENT. SHAREHOLDERS TO WHOM THIS PROXY STATEMENT IS
MAILED WHO DESIRE AN ADDITIONAL COPY OF THE FORM 10-K, WITHOUT CHARGE, MAY
OBTAIN ONE BY MAKING WRITTEN REQUEST TO MR. JAMES H. STARK, CHIEF FINANCIAL
OFFICER, 1402-C HIGHWAY 72 WEST, GREENWOOD, SOUTH CAROLINA 29649.
By Order of the Board of Directors,
William G. Stevens
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Charles J. Rogers
CHAIRMAN OF THE BOARD
Greenwood, South Carolina
April 17, 2000
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<PAGE>
REVOCABLE PROXY
PLEASE MARK VOTES
[X] AS IN THIS EXAMPLE COMMUNITY CAPITAL CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, MAY 24, 2000 AT THE INN ON THE SQUARE, 104 COURT
STREET, GREENWOOD, SOUTH CAROLINA AT 11:30 A.M. LOCAL TIME.
The undersigned hereby appoints William G. Stevens and James H. Stark, or any of
them acting in the absence of the other, as attorneys and proxies of the
undersigned, with full power of substitution, to vote all of the shares of the
common stock of Community Capital Corporation, South Carolina corporation, held
or owned by the undersigned or standing in the name of the undersigned at the
2000 Annual Meeting of Shareholders of the Company and any adjournment thereof,
and the undersigned hereby instructs said attorneys to vote as follows:
--------------------------
Please be sure to sign and date this Proxy in the box below. Date
- --------------------------------- ---------------------------------------
Shareholder sign above Co-holder (if any) sign above
WITH- FOR ALL
FOR HOLD EXCEPT
1. Election of Directors: [ ] [ ] [ ]
Three-year terms:
John W. Drummond
B. Marshall Keys
Clinton C. Lemon, Jr.
George B. Park
George D. Rodgers
Charles J. Rogers
Thomas E. Skelton
Two-year term:
William W. Riser, Jr.
One-year term:
Harold Clinkscales, Jr.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK "FOR
ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
For Against Abstain
2. The ratification of the appointment [ ] [ ] [ ]
of Tourville, Simpson & Caskey,
Certified Public Accountants, as
independent public accountant for
the Company for the fiscal year
ending December 31, 2000.
3. In their discretion, upon any other
business which may properly come
before the meeting or any
adjournment thereof.
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
COMMUNITY CAPITAL CORPORATION
- --------------------------------------------------------------------------------
THE PROXIES WILL BE VOTED AS INSTRUCTED. IN THE ABSENCE OF SUCH
INSTRUCTIONS, THIS PROXY WILL BE VOTED "FOR" EACH OF THE PROPOSALS LISTED ABOVE,
AND THE PROXIES HEREIN NAMED WILL VOTE ON OTHER MATTERS THAT MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF IN ACCORDANCE WITH THEIR JUDGMENT.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
- --------------------------------------------------------------------------------
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