<PAGE>
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 [_] Confidential, for Use of the
Commission Only (as permitted by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
COLONY BANKCORP, INC.
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(Name of Registrant as Specified In Its Charter)
COLONY BANKCORP, INC.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange ActRule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
COLONY BANKCORP,INC.
POST OFFICE BOX 989
302 SOUTH MAIN STREET
FITZGERALD, GEORGIA 31750
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 23, 1996
To the Shareholders of Colony Bankcorp, Inc.:
Notice is hereby given that the annual meeting of shareholders (the "annual
meeting") of Colony Bankcorp, Inc. (the "Company") will be held at Ben Hill-
Irwin Technical Institute Conference Center on Perry House Road, Fitzgerald,
Georgia on Tuesday, April 23, 1996 at 7:00 p.m., local time, for the following
purpose:
(1) To elect 13 directors for a term of one (1) year; and
(2) To transact any other business that may properly come before the
annual meeting or any other adjournment or postponement thereof.
The close of business on April 3, 1996, has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
annual meeting or any adjournement or postponement thereof. Only shareholders of
record at the close of business on the record date are entitled to notice of,
and to vote at, the annual meeting.
Shareholders may receive more than one proxy because of shares registered
in different names or addresses. Each such proxy should be marked, dated, signed
and returned. Please check to be certain of the manner in which your share are
registered -- whether individually, as joint tenants, or in a representative
capacity -- and sign the related proxy accordingly.
A complete list of shareholders entitled to vote at the annual meeting will
be available for examination by any shareholder, for any purpose germane to the
annual meeting, during normal business hours, for a period of at least 10 days
prior to the annual meeting at the Company's corporate offices located at the
above address set forth above.
You are cordially invited to attend the annual meeting. Whether or not you
plan to do so, please mark, date and sign the enclosed proxy and mail it
promptly in the enclosed postage-paid envelope. Returning your proxy does not
deprive you of your right to attend the annual meeting and to vote your shares
in person.
More detailed information regarding the matters to be acted upon at the
special meeting is contained in the proxy statement accompanying this notice.
By order of the Board of Directors
/s/ James D. Minix
------------------------------------
James D. Minix, President
and Chief Executive Officer
Fitzgerald, Georgia
April 3, 1996
<PAGE>
COLONY BANKCORP, INC.
Post Office Box 989
302 South Main Street
Fitzgerald, Georgia 31750
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 23, 1996
GENERAL INFORMATION
This proxy statement and the accompanying form of proxy, which are first
sent or given to shareholders on or about April 3, 1996, are furnished to the
holders of shares of common stock of Colony Bankcorp, Inc. (the "Company") in
connection with the solicitation by management of the Company of proxies for use
at the annual meeting of shareholders of the Company to be held April 23, 1996,
at 7:00 p.m., local time, at Ben Hill-Irwin Technical Institute Conference
Center on Perry House Road, Fitzgerald, Georgia, 31750 and any adjournment or
postponement thereof.
Any proxy given pursuant to this solicitation may be revoked at any time
before it is voted by so notifying the secretary of the Company, Ben B. Mills,
Jr., Post Office Box 989, 302 South Main Street, Fitzgerald, Georgia 31750, in
writing prior to the special meeting, or by appearing at the meeting and
requesting the right to vote in person at the meeting, or by delivering to the
secretary of the Company a duly executed proxy bearing a later date, without
compliance with any other formalities. If the proxy is properly signed and
returned by the shareholder and is not revoked, it will be voted at the special
meeting in the manner specified therein. If a shareholder signs and returns the
proxy but does not specify how the proxy is to be voted,the proxy will be voted
for the election as a director of each of the nominees named herein.
On April 3, 1996 the Company had issued and outstanding 1,291,110 shares of
its $10.00 par value common stock, which constitutes its only class of voting
securities, with each share entitled to one vote. Only shareholders of record at
the close of business on April 3, 1996 are entitled to notice of and to vote at
the special meeting of shareholders or any adjournments thereof.
All expenses of this solicitation, including the cost of preparing and
mailing this proxy statement, will be paid by the Company. In addition to the
solicitation by mail, directors, officers and regular employees of the Company
may solicit proxies by telephone, telegram or personal interview for which they
will receive no compensation in addition to their regular salaries.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Principal Shareholders
- ----------------------
The following table shows all persons known to the Board of Directors of
the Company to be the beneficial owners on March 15, 1996 of more than 5% of the
outstanding common stock of the Company, the only class of the Company's voting
securities:
Name and Address Amount and Nature Percent of Class
of Beneficial Owner of Beneficial Ownership Outstanding
- ------------------- ----------------------- ----------------
Robert Sidney Ross 151,736/1/ 11.75%
Post Office Box 666
Ocilla, Georgia 31774
/1/ Includes 84,433 shares owned by Robert Sidney Ross, 66,803 shares owned by
Ross of Georgia, Inc. and 500 shares owned by minor child.
<PAGE>
Security Ownership of Directors and Executive Officers
- ------------------------------------------------------
The following table shows the number of shares of common stock beneficially
owned by each director, director nominees and by all directors, director
nominees and officers as a group on March 15, 1996.
Name of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership/1/ of Class
- ---------------------- ---------------------- ----------
Paul Branch, Jr. 22,368 1.73%
Terry Coleman 26,226 2.03%
L. Morris Downing, Jr. 41,694 3.23%
Terry L. Hester 24,808/2/ 1.92%
Milton N. Hopkins, Jr. 19,662 1.52%
Edwin W. Hortman, Jr. 4,251/2/ 0.33%
Harold E. Kimball 26,552 2.06%
Marion H. Massee, III 46,736 3.62%
Ben B. Mills, Jr. 43,618 3.38%
James D. Minix 22,314/2/ 1.73%
Ralph E. Roberts, M.D. 25,339 1.96%
W. B. Roberts, Jr. 5,000 0.39%
R. Sidney Ross 151,736 11.75%
Joe K. Shiver 15,310 1.19%
Executive Officer and Directors
as a Group (14 persons) 475,614 36.84%
/1/ Includes shares owned by spouses and minor children of officers and
directors, as well as shares owned by trust or businesses in which officers and
directors have a significant interest. The information contained herein shall
not be construed as an admission that any such person is, for purposes of
Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, the
beneficial owner of any securities not held of record by that person or entity.
/2/ Includes shares held by Trustees of Colony Bankcorp, Inc. Profit Sharing and
Stock Bonus Plan, of which, Messrs. Hester, Minix and Hortman participate and
own 11,877; 4,410; and 1,013 allocated shares respectfully on December 31, 1995.
Although shares are held by the Trustees, all plan participants direct the
Trustees in the manner in which they wish their allocated shares to be voted.
Unallocated shares, if any, will not be voted pursuant to the plan.
2
<PAGE>
DIRECTOR AND MANAGEMENT INFORMATION
The Company's bylaws provide that the Board of Directors shall consist of
not less than three nor more than 25 persons, with the exact number to be fixed
and determined from time to time by resolution of the Board of Directors, or by
resolution of the shareholders at any annual or special meeting of shareholders.
There are presently 13 members of the Board of Directors, and the Board of
Directors has voted that the Board consist of 13 members for the Company's
ensuing fiscal year.
Management has nominated and the Board of Directors recommends the election
of each of the nominees set forth in the following table as a director of the
Company until the next annual meeting of shareholders or until his successor is
duly elected and qualified. All of the nominees are currently directors of the
Company. If any nominee is unable to serve as director, the proxy will be voted
for a nominee named by the Board of Directors in his stead by those persons
named to vote the proxies. The Board of Directors has no reason to believe that
any of its present nominees will be unable to serve. Provided a quorum is
present at the annual meeting, directors shall be elected by a plurality of the
votes cast by the shares of common stock represented in person or by proxy at
the annual meeting.
The following table sets forth for each director and executive officer of
the Company (a) the person's name and address, (b) his age at December 31, 1995,
(c) the year he was first elected as a director or executive officer of the
Company, and (d) his principal occupation for the last five years, his positions
with the Company and with any subsidiary of the Company. All directors serve for
a term of one year; all officers serve at the direction of the board.
DIRECTOR NOMINEES
Ages, Term, Principal Occupation for
Name and Address Last Five Years and Other Directorships
- ---------------- ---------------------------------------
Paul Branch, Jr. Age 70; Director since November 11, 1982;
493 Benjamin H. Hill Drive West Farmer and Businessman; Vice Chairman of the
Fitzgerald, Georgia 31750 Board, The Bank of Fitzgerald
Terry Coleman Age 52; Director since May, 1990; Owner of
P.O. Box 157 Eastman Travel Services & Huddle House in
Eastman, Georgia 31023 Eastman; State Representative; Director, The
Bank of Dodge County
L. Morris Downing Age 53; Director since July, 1994;
127 Shady Lane President of Lowell Packing Company
Fitzgerald, Georgia 31750
Terry L. Hester* Age 41; Director since March, 1990; Executive
128 Carter's Road Vice President and Chief Financial Officer
Fitzgerald, Georgia 31750 of the Company since June, 1994; Acting
President and CEO from June 1993 to June 1994;
Treasurer since 1982; Vice President, The
Bank of Fitzgerald
Milton N. Hopkins, Jr. Age 69; Director since November 11, 1982;
Route 5 Osierfield Farmer and Businessman; Director, The Bank
Fitzgerald, Georgia 31750 of Fitzgerald
Harold E. Kimball Age 62, Director since November 11, 1982; Vice
155 Pine Needle Road President of Dixie Electron, Inc.; Chairman
Fitzgerald, Georgia 31750 of the Board, The Bank of Fitzgerald
Marion H. Massee, III Age 66; Director since November 11, 1982;
226 Jeff Davis Highway Chairman of Board since February 1990;
Fitzgerald, Georgia 31750 Chairman, Massee Builders, Inc.; Director,
The Bank of Fitzgerald
3
<PAGE>
DIRECTOR NOMINEES (Continued)
Ages, Term, Principal Occupation for
Name and Address Last Five Years and Other Directorships
- ---------------- ---------------------------------------
Ben B. Mills, Jr. Age 63; Director since November 11, 1982; Attorney,
Post Office Box 985 Mills & Chasteen; Secretary of Bankcorp since June
Fitzgerald, Georgia 31750 8, 1993; Director, The Bank of Fitzgerald; Director,
Ashburn Bank
James D. Minix* Age 53; Director since March, 1994; President and
150 Lakeview Drive Chief Executive Officer of the Company since June,
Fitzgerald, Georgia 31750 1994; President and CEO of The Bank of Fitzgerald
January, 1993 to June, 1994; President and CEO of
Ashburn Bank February, 1990 to December, 1992;
Director, The Bank of Fitzgerald
Ralph D. Roberts, M.D. Age 71; Director since November 11, 1982;
948 West Roanoke Drive Physician; Director Emeritus, The Bank of Fitzgerald
Fitzgerald, Georgia 31750
W. B. Roberts, Jr. Age 53; Director since March, 1990; Farmer and
Route 1 Box 166 Businessman; Chairman of the Board, Ashburn Bank
Ashburn, Georgia 31714
R. Sidney Ross Age 53; Director since November 11, 1982;
Post Office Box 666 President, Ross of Georgia, Inc.; Director, The Bank
Ocilla, Georgia 31774 of Fitzgerald
Joe K. Shiver Age 70; Director since June, 1994; President of
407 East Wallace Street shiver Tractor Company; Director, The Bank of Worth
Sylvester, Georgia 31791
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO ELECT THE
THIRTEEN NOMINEES LISTED ABOVE TO SERVE AS DIRECTORS FOR THE FOLLOWING YEAR.
EXECUTIVE OFFICERS
------------------
Edwin W. Hortman, Jr.* Age 42; Senior Vice President of the Company since
111 Stratford Street February, 1996; Vice President of the Company
Fitzgerald, Georgia 31750 November, 1992 to February, 1996; Executive Vice
President of United Bank of Griffin, 1985-1992
* Messrs. Minix, Hester and Hortman are the only executive officers of the
Company.
CERTAIN TRANSACTIONS
Each of the subsidiary banks of the Company has made loans in the ordinary
course of its business to officers and directors of the Company, and also to
their relatives, spouses, and entities in which they may have an interest. Each
of these loans has been made in strict compliance with state and federal
statutes and rules and regulations of the Federal Deposit Insurance Corporation
and the Georgia Department of Banking and Finance. As of December 31, 1995,
certain executive officers and directors and companies in which they are an
executive officer or partner or in which they have a 10% or more beneficial
interest, were indebted to the banks in the aggregate amount of $8,987,256.00
Each of the loans was made in the ordinary course of business, on substantially
the same terms, including interest rate and collateral, as those prevailing at
the time for comparable transactions with other persons, and did not involve
more than the normal risk of collectibility or present other unfavorable
features.
4
<PAGE>
The law firm of Mills & Chasteen, of which director Ben B. Mills, Jr. is a
partner, was paid $83,015.04 in 1995 by Colony Bankcorp, Inc. and its
subsidiaries for services rendered by that firm to those entities in the normal
course of business.
CERTAIN LITIGATION
There are presently three lawsuits involving subsidiary banks of Colony
Bankcorp, Inc. as follows:
1. Civil Action Number 95V-3607, Dodge Superior Court, Pettice Lee Moore, II and
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Edna Lee W. Moore vs. The Bank of Dodge County. This action was split off from
- ----------------------------------------------
an earlier lawsuit filed in Ben Hill County against several member banks and
involves a claim by the Moores that they were overcharged when payment was made
of their loans in 1989. The lawsuit alleges fraud, conversion, breach of
contract, and seeks actual damages, punitive damages, and attorneys' fees in
excess of one million dollars. The case was tried in November, 1995, which
resulted in a jury verdict for the Moores in the amount of $26,000.00. A motion
to vacate the judgment has been filed by the bank and hearing will beheld
shortly. It is believed that at the very most the exposure of The Bank of Dodge
County would be $26,000.00
2. Civil Action No. C16-123 - Ben Hill County Superior Court - Pettice Lee
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Moore, II and Edna Lee W. Moore vs. Colony Bankcorp. Inc., The Bank of
- ----------------------------------------------------------------------
Fitzgerald and The Bank of Dodge County. The action was filed in September,
- ----------------------------------------
1993, and subsequently Colony Bankcorp, Inc. has been dismissed on motion for
summary judgment, leaving as the named defendant The Bank of Fitzgerald. This
suit seeks to recover damages for alleged fraud, conversion, and wrongful
foreclosure concerning loans made to the plaintiffs in 1989. All the
transactions with the plaintiffs have been well documented and it is believed
that the action is a frivolous one. Discovery in the case is complete and
motions for summary judgment have been filed on behalf of the defendant banks.
3. Civil Action No. 94-CV-240 - Ben Hill County Superior Court - Sharon Moore
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vs. The Bank of Fitzgerald. In this case, Sharon Moore, who is the wife of
- ---------------------------
Pettice Lee Moore, II, filed suit against The Bank of Fitzgerald in August,
1994, seeking damages based on various allegations of wrongful disclosure,
breach of contract, etc. In many respects, the complaint is very similar to the
complaint filed by Pettice Lee Moore, II and his mother in 1993. A review of
the facts and the law would strongly support the conclusion that the lawsuit has
no foundation and is basically frivolous. A motion for summary judgment has been
filed by the bank.
DIRECTOR'S FEES, COMMITTEES AND ATTENDANCE
Directors of the Company receive $400.00 for each meeting of the Board of
Directors of Colony Bankcorp attended, and $300.00 for each meeting of the Board
of Directors at which they are not in attendance. In addition, each director of
the Company, except Terry L. Hester, W.B. Roberts, Jr., Terry Coleman, L. Morris
Downing, Jr. and Joe K. Shiver, is also a director of The Bank of Fitzgerald,
and in that capacity the directors are compensated for participation on the
Board of Directors of The Bank of Fitzgerald in the same manner as they are
compensated for their services as directors of Bankcorp.
W.B. Roberts, Jr. and Ben B. Mills, Jr. serves as director of Ashburn Bank
and receive additional compensation for service in that capacity of $300.00 for
each board meeting attended and $50.00 or each loan committee meeting. Terry
Coleman serves as director of The Bank of Dodge County and receives additional
compensation for service in that capacity of $50.00 for each loan committee
meeting and $200.00 for each board meeting attended. Joe K. Shiver serves as a
director of The Bank of Worth and receives additional compensation for those
services in that capacity of $25.00 for each loan committee meeting and $200.00
for each board meeting attended.
Under a plan, as amended, directors of The Bank of Fitzgerald were able to
defer all or a portion of director's fees in return for a deferred income
agreement under which a director agrees to serve as a director for either five
or ten years without the director's fees compensation in exchange for an
agreement for the Bank to pay the director a deferred amount of income at death,
or upon their attaining the age of 65. With the deferred compensation, the Bank
has purchased key main insurance on the participating directors to pay to the
Bank a death benefit equal in value to the projected cost of the deferred
income. Management believes the program will have no net cost to the Bank. The
Bank charged $43,865.05 in expenses to the deferred compensation arrangement
5
<PAGE>
in 1995, representing payments made to five directors who had attained the
specified age, together with a difference between premiums paid for the key man
insurance by the Bank and accrual for funding payments under the plan at
retirement and the increase in the cash value of the policies. All directors are
participating in the plan, except for new directors elected since 1990. Neither
the Company nor the other subsidiaries of the Company have a similar deferred
income arrangement. All fees covered by that deferred compensation plan have
been deferred, and all directors are now receiving directors fees. The Bank of
Fitzgerald continues to pay premiums on the insurance policy procured, and five
directors in 1995 receive payments pursuant to that plan.
In 1995, the Board of Directors of the Company held 12 meetings. All
directors attended at least 75% of all meetings of the full Board of Directors
during 1995 with the exception of Terry Coleman who because of conflicts in his
capacity of serving as State Representative attended 8 of the 12 meetings.
The Board of Directors of the Company has formed the following committees:
(a) an Audit Committee, presently consisting of Messrs. Branch, Hopkins and
Kimball, which is responsible for reviewing and evaluating the Company's
financial controls, (b) an Executive Committee, presently consisting of Messrs.
Minix, Massee, Ross, Kimball and Mills, which is responsible for assisting the
Board on the discharge of its duties and (c) an Incentive and Compensation
Committee, presently consisting of Messrs. Minix, Massee, Kimball, Downing and
Shiver, which is responsible for reviewing and setting the salaries and bonses
of the executive officers of the Company and establishing and reviewing a cash
incentive and profit sharing compensation plan for the employees of the Company
and subsidiary banks.
During the 1995 Fiscal Year, there were four meetings of the Audit
Committee, three meetings of the Executive Committee and three meetings of the
Incentive and Compensation Committee. No additional compensation was paid for
serving on these committees.
EXECUTIVE COMPENSATION
The following table sets forth the aggregate annual compensation for each of the
Company's chief executive officers and for each of the Company's executive
officers and subsidiary bank's executive officers whose compensation exceeded
$100,000.00.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation
-----------------------------------------------------
Name and Other Annual Long Term All Other
Principal Position/a/ Year/b/ Salary/c/ Bonus/d/ Compensation/e/ Compensation/f/ Compensation/g/
- --------------------- ------ ----------- ---------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
James D. Minix, President 1995 $116,000.04 $12,000.00 $20,347.22/1/ $ -0- $ -0-
and Chief Executive 1994 $110,000.02 $10,000.00 $24,064.86/1/ $ -0- $ -0-
Officer of Bankcorp 1993 $110,000.00 $ -0- $ 6,458.18/1/ $ -0- $ -0-
Stephen C. Wood, President 1995 $ 91,000.00 $ -0- $17,124.91/1/ $ -0- $ -0-
and Chief Executive Officer 1994 $ 82,500.00 $ 2,750.00 $18,674.75/1/ $ -0- $ -0-
of Ashburn Bank 1993 $ 71,500.00 $ 2,750.00 $18,060.80/1/ $ -0- $ -0-
Walter P. Patten, President 1995 $ 93,999.88 $ -0- $13,023.59/1/ $ -0- $ -0-
and Chief Executive Officer 1994 $ 88,810.00 $ 600.00 $13,357.00/1/ $ -0- $ -0-
of the Bank of Worth 1993 $ 83,007.28 $ 500.00 $12,648.00/1/ $ -0- $ -0-
Thomas T. Dampier, 1995 $ 88,000.00 $ 8,800.00 $11,008.44/1/ $ -0- $ -0-
President and Chief Executive 1994 N/A N/A N/A N/A N/A
Officer of The Bank of 1993 N/A N/A N/A N/A N/A
Fitzgerald
Joe D. Taylor, President 1995 $ 90,000.04 $ -0- $14,103.55/1/ $ -0- $ -0-
and Chief Executive Officer 1994 N/A N/A N/A N/A N/A
of The Bank of Dodge County 1993 N/A N/A N/A N/A N/A
</TABLE>
6
<PAGE>
/1/ Includes dollar value of Group Term Life and company vehicle provided to
executive officers as follows:
Name 1995 1994 1993
---- ---- ---- ----
James D. Minix $1,472.22 $ 1,214.84 $ 1,658.18
Stephen C. Wood $2,024.91 $ 1,299.74 $ 1,773.31
Walter P. Patten $ 748.60 $ 228.00 $ 228.00
Thomas T. Dampier $1,368.44 N/A N/A
Joe D. Taylor $2,453.55 N/A N/A
Includes contribution to the profit sharing plan of Colony Bankcorp, Inc. and
subsidiary banks as follows:
James D. Minix $9,375.00 $14,400.02 $ -0-
Stephen C. Wood $9,100.00 $12,375.01 $11,287.49
Walter P. Patten $9,399.99 $10,729.00 $10,020.00
Thomas T. Dampier $4,840.00 N/A N/A
Joe D. Taylor $6,750.00 N/A N/A
Includes director's fees paid by the company and its subsidiaries as follows:
James D. Minix $9,500.00 $ 8,450.00 $ 4,800.00
Stephen C. Wood $6,000.00 $ 5,000.00 $ 5,000.00
Walter P. Patten $2,875.00 $ 2,400.00 $ 2,400.00
Thomas T. Dampier $4,800.00 N/A N/A
Joe D. Taylor $4,900.00 N/A N/A
See "Certain Transactions" for additional information concerning fees paid
to directors.
/f/ There were no longer term compensation awards for restricted stock awards or
options/SARs or long term compensation payouts for LTIP payouts for any
executive officers.
/g/ There was no additional compensation for any executive officers to be
reported in column /g/.
Each of the subsidiary banks of the Company has adopted a profit sharing
and stock bonus plan which provides for the Board of Directors to make a
discretionary contribution to the plan in an amount out of profits not to exceed
15% of the total annual compensation of the employees eligible to participate in
the plan. Employees are eligible to participate after completion of one year of
service. The contribution by the Bank is allocated among the participants
according to the ratio of the participant's compensation to thee total
compensation of all employees. The employee's interest vests over a period of 7
years; prior to 1989 an employee's interest in its individual account vested
over a period of 11 years. For the year ending December 31, 1995 the Board of
Directors of the Company and subsidiary banks voted to contribute in the
aggregate $209,745.00 of the profits of the Company to the Company's profit
sharing plans.
James D. Minix, Terry L. Hester and Edwin W. Hortman, Jr. are the only
executive officers of Colony Bankcorp, Inc. Mr. Minix has served as President
and Chief Executive Officer of the Company since June 1, 1994. Prior to being
elected President of the Company, he served as President of The Bank of
Fitzgerald from January 1, 1993 to June 1, 1994 and as President of Ashburn Bank
from February 26, 1990 to December 31, 1992. Mr. Hester has served as Executive
Vice President and Chief Financial Officer since June 1, 1994. Prior to being
elected Executive Vice President, he served as Acting President and Chief
Executive Officer of the Company from June 8, 1993 to June 1, 1994. Mr. Hester
has served as Treasurer of the Company since 1982. Mr. Hortman has served as
Senior Vice President since February 1996 and as Vice President from November,
1992 to February, 1996 and is responsible for credit review, compliance,
auditing and data processing.
7
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed McNair, McLemore, Middlebrooks & Co.
as the Company's independent public accountants for the fiscal year ending
December 31, 1996. Representatives of McNair, McLemore, Middlebrooks & Co. will
be present at the annual meeting and will have the opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions by shareholders.
OTHER MATTERS
The Board of Directors does not contemplate bringing before the meeting any
matter other than those specified in the notice of annual meeting of
shareholders, nor does it have information that other matters will be presented
at the meeting. If other matters come before the meeting, signed proxies will be
voted upon such questions in accordance with the best judgment of the person
acting under the proxies.
FORM 10-KSB
UPON RECEIPT OF A WRITTEN REQUEST, THE COMPANY WILL, WITHOUT CHARGE,
FURNISH ANY OWNER OF COMMON STOCK A COPY OF ITS ANNUAL REPORT TO THE SECURITIES
AND EXCHANGE COMMISSION ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31,
1995 INCLUDING FINANCIAL STATEMENTS AND THE SCHEDULE THERETO. COPIES OF EXHIBITS
TO THE FORM 10-KSB ARE ALSO AVAILABLE UPON SPECIFIC REQUEST AND PAYMENT OF A
REASONABLE CHARGE FOR REPRODUCTION. SUCH REQUESTS SHOULD BE DIRECTED TO THE
SECRETARY OF THE COMPANY AT THE ADDRESS INDICATED ON THE FRONT OF THE PROXY
STATEMENT.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended to be presented at the 1996 annual
meeting of shareholders and to be included in the Company's proxy statement and
proxy for that meeting must be received by the Company, directed to the
attention of the Secretary, not later than December 5, 1996. Any such proposal
must comply with all respects with the rules and regulations of the Securities
and Exchange Commission.
By order of the
Board of Directors
/s/ James D. Minix
--------------------------------
JAMES D. MINIX, President
and Chief Executive Officer
Fitzgerald, Georgia
April 3, 1996
<PAGE>
COLONY BANKCORP, INC.
POST OFFICE BOX 989
302 SOUTH MAIN STREET
FITZGERALD, GEORGIA 31750
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Marion H. Massee, III and James D. Minx nd
each of them, with full power of substitution, to represent and vote as
designated herein at the annual meeting of shareholders of Colony Bankcorp, Inc.
to be held Tuesday, April 23, 1996 at 7:00 p.m., local time, at Ben Hill-Irwin
Technical Institute Conference Center on Perry House Road, Fitzgerald, Georgia
and at any adjournment or postponement thereof, with all the powers (other than
the power to revoke the proxy or vote in a manner not authorized by the exceeded
form of proxy) which the undersigned would have if personally present at such
meeting, to act in their discretion upon any other matter or matters which may
properly be brought before the meeting, and to appear and vote all the shares of
common stock which the undersigned may be entitled to vote.
PROPOSAL: To elect the thirteen nominees listed below to serve as
directors for the following year:
FOR all nominees listed WITHHOLD AUTHORITY to
- ---- below (except as marked ---- vote for all nominees
to the contrary below). listed below.
Paul Branch,Jr. Ben B. Mills, Jr.
Terry Coleman James D. Minix
L. Morris Downing, Jr. Ralph D. Roberts, M.D.
Terry L. Hester W.B. Roberts, Jr.
Milton N. Hopkins, Jr. R. Sidney Ross
Harold E. Kimball Joe K. Shiver
Marion H. Massee, III
INSTRUCTIONS; To Withhold authority to vote for any individual nominees,
mark "FOR" above and write the names of such nominees for whom you wish to
withhold authority in the space provided below:
- ----------------------------------------------------------------------------
UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED AS IF MARKED FOR ALL
---
NOMINEES LISTED ABOVE.
The Board of Directors recommends a vote FOR the election of the above
nominees to the Board of Directors.
(Continued on Reverse Side)
<PAGE>
If other matters properly come before the meeting, the persons named herein
as proxy shall have the discretionary authority to vote with respect to such
matters after considering the recommendations of management.
The undersigned hereby acknowledges receipt of the annual report of the
company for the fiscal year ended December 31, 1995 and the notice of annual
meeting and proxy statement of the Company for the above-mentioned annual
meeting of shareholders.
Please sign below, date and return promptly in the enclosed, self-addressed
stamped envelope. When shares are held by joint tenants, both should sign. 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 person.
DATE: , 1996
--------------------------
INDIVIDUALS ENTITIES:
- ----------------------------------- --------------------------------
Name (Please Print) (Please Print)
- -----------------------------------
Signature BY:
- ----------------------------------- -------------------------------
Name of Joint Tenant or Tenant-In- Signature
Common, if any (Please Print)
- ----------------------------------- -------------------------------
Signature of Joint Tenant or Position
Tenant-In-Common, if any
