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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE COMMISSION |
OMB Number: 3235-00595 |
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Washington, D.C. 20549 |
Expires: February 28, 2006 |
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SCHEDULE 14A |
Estimated average burden hours per response......... 12.75 |
Proxy
Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934 (Amendment No. )
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COMMUNITY CAPITAL BANCSHARES, INC.
2815 Meredyth Drive
Albany, Georgia
31707
(229) 446-2265
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25,
2005
(1) |
to elect five (5) persons to serve as Class III Directors for a three-year term; and |
(2) |
to transact any other business as may properly come before the meeting or any adjournments of the meeting. |
March 28, 2005
COMMUNITY CAPITAL BANCSHARES, INC.
2815 Meredyth Drive
Albany, Georgia
31707
(229) 446-2265
INTRODUCTION
Time and Place of the Meeting
Record Date and Mailing Date
Number of Shares Outstanding
VOTING AT THE ANNUAL MEETING
Proposal to Be Considered
Procedures for Voting by Proxy
Requirements for Shareholder Approval
SOLICITATION OF PROXIES
2
PROPOSAL ONE: ELECTION OF DIRECTORS
Name (Age) |
Director Since |
Position with Community Capital and Business Experience |
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Class III
Director Nominees: (For Three-Year Term Expiring 2008) |
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Robert M.
Beauchamp (42) |
1998 |
Attorney,
Beauchamp & Associates, LLC |
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Glenn A. Dowling
(72) |
1998 |
Podiatrist,
Managing Partner, Ambulatory Surgery Center and Albany Podiatry Associates; Business Owner and Developer, Partridge Pea Plantation |
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Mary Helen Dykes
(54) |
1998 |
Business
Owner/Administrator, Secretary and Treasurer, Bobs Candies, Inc. |
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Mark M.
Shoemaker (50) |
1998 |
Medical Doctor,
Albany Anesthesia Associates |
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Lawrence B.
Willson (54) |
1998 |
Business
Administrator, Vice President and Farm Manager, Sunnyland Farms, Inc. |
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Class I
Continuing Directors: (Term Expiring 2006) |
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Charles M.
Jones, III (54) |
1998 |
Chairman of the
Board of Directors of Community Capital and Albany Bank & Trust and Chief Executive Officer of Community Capital; Chief Executive Officer,
Consolidated Loan & Mortgage Co. and affiliated companies: Director Flint River Bancshares, Inc. since September, 2004. |
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Van Cise Knowles
(64) |
1998 |
Surgeon, Van C.
Knowles M.D., P. C. |
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Robert E. Lee
(52) |
1998 |
President of
Community Capital and Albany Bank & Trust and Chief Executive Officer of Albany Bank & Trust |
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William F.
McAfee (67) |
1998 |
Business Owner,
Bill McAfee Leasing, a commercial truck lessor; Sales Manager, Allstar International, a commercial truck dealership; Manager, Fowltown
Farms |
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Class II
Continuing Directors: (Term Expiring 2007) |
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C. Richard
Langley (56) |
1998 |
Attorney, Langley
& Lee |
3
Name (Age) |
Director Since |
Position with Community Capital and Business Experience | ||||||||
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Bennett D.
Cotton, Jr. (51) |
1998 |
Orthopedic
Surgeon, Southwest Georgia Orthopedic and Sports Medicine |
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Jane Anne D.
Sullivan (45) |
1998 |
Business Owner,
Buildings Exchange, a real estate holding company |
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John P.
Ventulett, Jr. (56) |
1998 |
Executive
Insurance Agent, Vice President, JSL/Howard Ventulett & Bishop Insurors of Albany |
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James D. Woods
(61) |
1998 |
Medical Doctor,
Drs. Adams and Woods, M.D. P.C. Medical Practice |
Meetings and Committees of the Board
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Audit Committee Report
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The Audit Committee has reviewed and discussed Community Capitals 2004 audited consolidated financial statements with Community Capitals management; |
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The Audit Committee has discussed with the independent auditors, Mauldin & Jenkins, LLC, the matters required to be discussed by SAS 61, which include, among other items, matters related to the conduct of the audit of Community Capitals consolidated financial statements; |
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The Audit Committee has received written disclosures and the letter from the independent auditors required by ISB Standard No. 1 (which relates to the auditors independence from the corporation and its related entities) and has discussed with the auditors the auditors independence from Community Capital; and |
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Based on review and discussions of Community Capitals 2004 audited consolidated financial statements with management and discussions with the independent auditors, the Audit Committee recommended to the Board of Directors that Community Capitals 2004 audited consolidated financial statements be included in Community Capitals Annual Report on Form 10-KSB. |
March 21, 2005 | Audit Committee: |
Audit Committee Charter
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EXECUTIVE OFFICERS
Name (Age) |
Officer Since |
Position with Community Capital and Albany Bank & Trust |
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Charles M.
Jones, III (54) |
1998 |
Chief Executive
Officer of Community Capital |
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Robert E. Lee
(52) |
1998 |
President of
Community Capital and Albany Bank & Trust and Chief Executive Officer of Albany Bank & Trust |
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David J. Baranko
(48) |
1999 |
Chief Financial
Officer of Community Capital and Albany Bank & Trust; Vice President of AB&T National Bank |
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David C.
Guillebeau (43) |
1998 |
Executive Vice
President and Senior Lending Officer of Albany Bank & Trust |
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Paul E. Joiner,
Jr. (56) |
2000 |
Chief Credit
Officer of Community Capital |
COMPENSATION
Summary Compensation Table
Annual Compensation(1) |
Long-Term Compensation Awards |
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Name and Position |
Compensation Year |
Salary ($) |
Bonus ($) |
Number of Securities Underlying Options |
All Other Compensation ($) |
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Charles M.
Jones, III |
2004 | 29,900 | 0 | 285 | 0 | ||||||||||||||||||
Chief
Executive Officer |
2003 | 14,850 | 0 | 285 | 0 | ||||||||||||||||||
2002 | 14,000 | 0 | 285 | 0 | |||||||||||||||||||
Robert E.
Lee |
2004 | 206,896 | 62,500 | 57,500 | 59,710 | (2) | |||||||||||||||||
President |
2003 | 166,600 | 83,717 | 25,000 | 10,340 | (2) | |||||||||||||||||
2002 | 147,085 | 57,722 | 0 | 7,425 | (2) | ||||||||||||||||||
David C.
Guillebeau |
2004 | 112,944 | 12,540 | 3,000 | 5,567 | (3) | |||||||||||||||||
Executive
Vice President |
2003 | 101,609 | 14,000 | 10,000 | 5,018 | (3) | |||||||||||||||||
2002 | 94,800 | 5,849 | 0 | 4,752 | (3) | ||||||||||||||||||
David J.
Baranko |
2004 | 96,160 | 16,000 | 3,000 | 4,800 | (4) | |||||||||||||||||
Chief
Financial Officer |
2003 | 81,997 | 10,660 | 10,000 | 4,100 | (4) | |||||||||||||||||
2002 | 77,000 | 5,005 | 0 | 3,855 | (4) | ||||||||||||||||||
Paul E.
Joiner, Jr. |
2004 | 104,241 | 17,280 | 3,000 | 34,158 | (5) | |||||||||||||||||
Chief Credit
Officer |
2003 | 81,996 | 10,560 | 10,000 | 4,228 | (5) | |||||||||||||||||
2002 | 72,977 | 6,411 | 0 | 3,668 | (5) |
(1) |
We have omitted information on perks and other personal benefits because the aggregate value of these items does not meet the minimum amount required for disclosure under the Securities and Exchange Commission regulations. |
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(2) |
Includes $44,022 earned under a salary continuation agreement in 2004, 401K plan matching contributions of $6,208, $5,500 and $5,500 in 2004, 2003 and 2002, respectively, and premiums paid on a term life insurance policy for the benefit of Mr. Lee of $4,480, $4,480 and $1,905 in 2004, 2003 and 2002, respectively. |
(3) |
Represents 401K plan matching contributions. |
(4) |
Represents 401K plan matching contributions. |
(5) |
Includes $28,946 earned under a salary continuation agreement in 2004, 401K plan matching contributions of $5,212, $4,228 and $3668 in 2004, 2003 and 2002, respectively. |
Stock Option Grants in Fiscal 2004
Name |
Number of Securities Underlying Options Granted |
Percent of Total Options Granted to Employees in Fiscal Year |
Exercise Price Per Share |
Expiration Date |
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Charles M.
Jones, III |
285 | 0.37 | % | $12.00 | 4/26/2014 | |||||||||||||
Robert E.
Lee |
57,500 | 74.07 | % | $11.36 | 8/24/2014 | |||||||||||||
David C.
Guillebeau |
3,000 | 3.86 | % | $11.05 | 4/16/2014 | |||||||||||||
David J.
Baranko |
3,000 | 3.86 | % | $11.05 | 4/16/2014 | |||||||||||||
Paul E.
Joiner, Jr. |
3,000 | 3.86 | % | $11.05 | 4/16/2014 |
Aggregated Option Exercises in Fiscal 2004 and Fiscal Year-End Option Values
Number of Securities Underlying Unexercised Options |
Value of Unexercised In-the-Money Options at December 31, 2004 |
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Name |
Number of Shares Acquired on Exercise |
Value Realized |
Exercisable |
Unexercisable |
Exercisable |
Unexercisable |
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Charles M.
Jones, III |
0 | 22,853 | 0 | $ | 163,809 | 0 | ||||||||||||||||||||||
Robert E.
Lee |
0 | 80,000 | 77,500 | $ | 525,000 | $ | 653,200 | |||||||||||||||||||||
David C.
Guillebeau |
0 | 32,000 | 11,000 | $ | 230,360 | $ | 33,150 | |||||||||||||||||||||
David J.
Baranko |
0 | 7,714 | 11,000 | $ | 60,350 | $ | 33,150 | |||||||||||||||||||||
Paul E. Joiner,
Jr. |
0 | 2,000 | 11,000 | $ | 20,360 | $ | 33,150 |
Salary Continuation Agreements
7
20% under the variable component of the formula. The amount of the benefit payable other than due to retirement at or after age 65 is based upon the portion of the normal retirement benefit obligation that the Company has accrued at the time of the other payment event under generally accepted accounting principles. These benefit amounts are also paid, generally, over a period of 15 years commencing once the executive attains age 65; except that any benefit payable upon a change in control or due to death is payable immediately in a lump sum. The salary continuation agreements represent unfunded obligations of Community Capital and Albany Bank & Trust and, as such, benefits are payable from general assets; however, the the Company has purchased bank-owned life insurance to assist it in satisfying the obligations represented by these agreements. As of December 31, 2004, the cash surrender value of these policies was approximately $6,218,000, and the amount of the accrued supplemental retirement benefits for the named executive officers was approximately $78,000.
Employment Agreements
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9
Director Compensation
10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Name and Address |
Number of Shares |
Number of Shares Subject to Options/Warrants Exercisable within 60 days |
Aggregate Number of Shares |
Percent of Class |
Nature of Beneficial Ownership |
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Directors: |
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Robert M.
Beauchamp |
74,025 | 22,138 | 96,163 | 3.3 | ||||||||||||||||||
Bennett D.
Cotten, Jr. |
14,285 | 14,995 | 29,280 | 1.0 | ||||||||||||||||||
Glenn A.
Dowling |
21,428 | 22,138 | 43,566 | 1.5 | ||||||||||||||||||
Mary Helen
Dykes |
5,488 | 14,995 | 20,483 | 0.7 | ||||||||||||||||||
Charles M.
Jones, III |
52,747 | 44,281 | 97,028 | 3.3 | ||||||||||||||||||
Van Cise
Knowles |
52,762 | 710 | 53,472 | 1.8 | Includes 23,571 shares held in an IRA for the benefit of Mr. Knowles. | |||||||||||||||||
C. Richard
Langley |
39,568 | 8,924 | 48,492 | 1.7 | Includes 25,887 shares held in an IRA for the benefit of Mr. Langley. | |||||||||||||||||
Robert E.
Lee |
101,847 | 80,000 | 186,847 | 6.2 | Includes 48,842 shares held in an IRA for the benefit of Mr. Lee and 857 shares held jointly with Mr. Lees spouse. | |||||||||||||||||
William F.
McAfee |
21,428 | 22,138 | 43,566 | 1.5 | ||||||||||||||||||
Mark M.
Shoemaker |
21,428 | 22,138 | 43,566 | 1.5 | ||||||||||||||||||
Jane Anne D.
Sullivan |
29,070 | 22,138 | 51,208 | 1.7 | Includes 7,142 shares owned by Ms. Sullivans children as to which beneficial ownership is shared. | |||||||||||||||||
John P.
Ventulett, Jr. |
29,764 | 14,995 | 44,759 | 1.5 | ||||||||||||||||||
Lawrence B.
Willson |
21,428 | 22,138 | 43,566 | 1.5 |
11
Name and Address |
Number of Shares |
Number of Shares Subject to Options/Warrants Exercisable within 60 days |
Aggregate Number of Shares |
Percent of Class |
Nature of Beneficial Ownership |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
James D.
Woods |
30,518 | 22,138 | 52,656 | 1.8 | Includes 21,428 shares held in a profit sharing plan for the benefit of Dr. Woods. | ||||||||||||||||||||
Executive
Officers* : |
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David J.
Baranko |
7,246 | 10,314 | 17,560 | 0.6 | Includes 4,428 shares held in an IRA for the benefit of Mr. Baranko. | ||||||||||||||||||||
David C.
Guillebeau |
19,962 | 34,600 | 54,562 | 1.9 | |||||||||||||||||||||
Paul E.
Joiner, Jr. |
13,636 | 4,600 | 18,236 | 0.6 | |||||||||||||||||||||
All
Directors and Executive Officers, as a Group (17 persons) |
556,630 | 388,380 | 945,010 | 28.7 |
* |
Mr. Jones and Mr. Lee are also executive officers of Community Capital. |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
RELATIONSHIPS AND RELATED TRANSACTIONS
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INDEPENDENT PUBLIC ACCOUNTANTS
2004 |
2003 |
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Audit
fees |
$ | 107,450 | $ | 95,000 | ||||||
Audit-related
fees |
15,370 | 51,500 | ||||||||
Tax
fees |
19,825 | 10,500 | ||||||||
All other
fees |
| 2,500 | ||||||||
Total
Fees |
$ | 142,645 | $ | 159,500 |
Audit Fees
Audit-Related Fees
Tax Fees
All Other Fees
13
DIRECTOR NOMINATIONS AND SHAREHOLDER COMMUNICATIONS
OTHER MATTERS
14
COMMUNITY
CAPITAL BANCSHARES, INC.
PROXY
SOLICITED BY
THE BOARD OF DIRECTORS
FOR
THE ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD ON MONDAY, APRIL 25, 2005
The undersigned hereby appoints Robert E. Lee or Charles M. Jones, III or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them or either of them to represent and to vote, as designated below, all of the common stock of Community Capital Bancshares, Inc., which the undersigned would be entitled to vote if personally present at the annual meeting of shareholders to be held at the Merry Acres Conference Center, 1504 Dawson Road in Albany, Georgia, and at any adjournments of the annual meeting, upon the proposal described in the accompanying notice of the annual meeting and the proxy statement relating to the annual meeting, receipt of which are hereby acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL.
PROPOSAL: | To elect the five (5) persons listed below to serve as Class III Directors of Community Capital Bancshares, Inc. for a three-year term: |
Robert M. Beauchamp | Mary Helen Dykes | Lawrence B. Willson | |
Glenn A. Dowling | Mark M. Shoemaker |
o FOR all nominees listed above (except as indicated below) | o WITHHOLD authority to vote for all nominees listed above |
INSTRUCTION: To withhold authority for any individual nominee, mark FOR above, and write the nominee's name in this space _______________________________________________________________________________.
THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION TO THE CONTRARY IS INDICATED, IT WILL
BE
VOTED FOR THE PROPOSAL.
DISCRETIONARY
AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER
MATTERS
WHICH MAY COME BEFORE THE ANNUAL MEETING.
If stock is held in the name of more than one person, all holders must sign. Signatures should correspond exactly with the name or names appearing on the stock certificate(s). When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.
[LABEL] |
_____________________________________________________ Signature(s) of Shareholder(s) _____________________________________________________ Name(s) of Shareholders(s) Date: ____________________________________________, 2005 (Be sure to date your proxy) |
Please mark, sign and date this proxy, and return it in the enclosed return-addressed envelope. No postage necessary.
I WILL __________ WILL NOT ___________ ATTEND THE ANNUAL SHAREHOLDERS MEETING.
PLEASE RETURN PROXY AS SOON AS POSSIBLE