<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)
Payment of Filing Fee (Check the appropriate box):
[X] No Filing Fee Required.
[_] $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 Act Rule 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 22, 1997
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
Charles A. Harris Learning Center on East Central Technical Institute campus on
Perry House Road, Fitzgerald, Georgia on Tuesday, April 22, 1997 at 4:00 p.m.,
local time, for the following purposes:
(1) To Elect 14 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 2, 1997, 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 adjournment 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 shares 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 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
---------------------------
Fitzgerald, Georgia James D. Minix, President
April 2, 1997 and Chief Executive Officer
<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 22, 1997
GENERAL INFORMATION
This proxy statement and the accompanying form of proxy, which are first
sent or given to shareholders on or about April 2, 1997, 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 22, 1997,
at 4:00 p.m., local time, at Charles A. Harris Learning Center on East Central
Technical Institute Campus 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 2, 1997, the Company had issued an outstanding 1,448,842 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 2, 1997 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
Principle shareholders
- ----------------------
The following table shows all persons known to the Board of Directors of
the Company to be the beneficial owners on March 15, 1997 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 175,461/1/ 12.11%
Post Office Box 666
Ocilla, Georgia 31774
Curtis A. Summerlin 92,478 6.38%
Post Office Box 309
Broxton, Georgia 31519
/1/ Includes 148,324 shares owned by Robert Sidney Ross, 26,183 shares owned by
Ross of Georgia, Inc. and 954 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, 1997.
Name of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership /1/ of Class
- --------------------- ------------------------ ----------
Paul Branch, Jr. 22,368 1.54%
Terry Coleman 25,493 1.76%
L. Morris Downing, Jr. 41,694 2.88%
Terry L. Hester 25,521/2/ 1.76%
Milton N. Hopkins, Jr. 13,937 0.96%
Edwin W. Hortman, Jr. 5,290/2/ 0.37%
Harold E. Kimball 26,552 1.83%
Marion H. Massee, III 46,736 3.23%
Ben B. Mills, Jr. 44,118 3.05%
James D. Minix 22,777/2/ 1.57%
Ralph D. Roberts, M.D. 25,339 1.75%
W. B. Roberts, Jr. 5,000 0.35%
R. Sidney Ross 175,461 12.11%
Joe K. Shiver 15,310 1.06%
Curtis A. Summerlin 92,478 6.38%
Executive Officer and Directors
as a Group (15 persons) 588,074 40.59%
/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 11,779: 4,873; and 1,236 allocated shares, respectively, on December 31,
1996. 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.
<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 14 members of the Board of Directors, and the
Board of Directors has voted that the Board consist of 14 members of 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,
1996, (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 Last Five
Name and Address Years and Other Directorships
- ---------------- ----------------------------------------------
Paul Branch, Jr. Age 71; Director since November 11, 1982; Farmer
493 Benjamin H. Hill Drive and Businessman; Director Emeritus, The Bank of
West Fitzgerald
Fitzgerald, Georgia 31750
Terry Coleman Age 53; Director since May, 1990; Owner of Eastman
P.O. Box 157 Travel Services & Huddle House in Eastman; State
Eastman, Georgia Representative; Director, the Bank of Dodge County
L. Morris Downing, Jr. Age 54; Director since July, 1994; President of
127 Shady Lane Lowell Packing Company
Fitzgerald, Georgia 31750
Terry L. Hester* Age 42; Director Since March, 1990; Executive Vice
128 Carter's Road President and Chief Financial Officer of the
Fitzgerald, Georgia 31750 Company since June, 1994; Acting President and CEO
from June 1993 to June 1994; Treasurer since 1982;
President, Community Bank of Wilcox
Milton N. Hopkins, Jr. Age 70; Director since November 11, 1982; Farmer
360 Peacock Road and Businessman; Director, the Bank of Fitzgerald
Fitzgerald, Georgia 31750
Harold E. Kimball Age 63; Director since November 11, 1982; Vice
155 Pine Needle Road President of Dixie Electron, Inc.; Chairman of the
Fitzgerald, Georgia 31750 Board, The Bank of Fitzgerald
Marion H. Massee, III Age 67; Director since November 11, 1982; Chairman
226 Jeff Davis Highway of Board since February 1990; Chairman, Masse
Fitzgerald, Georgia 31750 Builders, Inc.; Director Emeritus, The Bank of
Fitzgerald
<PAGE>
DIRECTOR NOMINEES (Continued)
Ages, Term, Principal Occupation for Last Five
Name and Address Years and Other Directorships
- ---------------- ----------------------------------------------
Ben B. Mills, Jr. Age 64; Director since November 11, 1982;
Post Office Box 985 Attorney, Mills & Chasteen; Secretary of Bankcorp
Fitzgerald, Georgia 31750 since June 8, 1993; Director, The Bank of
Fitzgerald; Director, Ashburn Bank
James D. Minix* Age 55; 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, Ashburn Bank and
Broxton State Bank
Ralph D. Roberts, M.D. Age 72; Director since November 11, 1982;
948 West Roanoke Drive Physician; Director Emeritus, The Bank of
Fitzgerald, Georgia 31750 Fitzgerald
W. B. Roberts, Jr. Age 54; Director since March, 1990; Farmer and
Route 1 Box 166 Businessman; Chairman of the Board, Ashburn Bank
Ashburn, Georgia 31714
R. Sidney Ross Age 55; Director since November 11, 1982;
Post Office Box 666 President, Ross of Georgia, Inc.; Vice Chairman of
Ocilla, Georgia 31774 the Board, The Bank of Fitzgerald
Joe K. Shiver Age 71; Director since June, 1994; President of
407 East Wallace Street Shiver Tractor Company, Director, the Bank of Worth
Sylvester, Georgia 31791
Curtis A. Summerlin Age 48; Director since December, 1996; President
Post Office Box 309 and CEO, Broxton State Bank
Broxton, Georgia 31519
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO ELECT THE
THIRTEEN NOMINEES LISTED ABOVE TO SERVICE AS DIRECTORS FOR THE FOLLOWING YEAR.
EXECUTIVE OFFICERS
------------------
Edwin W. Hortman, Jr.* Age 43; President and CEO of Colony Management
111 Stratford Street Services since November 1996; Senior Vice
Fitzgerald, Georgia 31750 President of the Company since February, 1996;
Vice President of the Company 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
<PAGE>
federal statutes and rules and regulations of the Federal Deposit Insurance
Corporation and the Georgia Department of Banking and Finance. As of December
31, 1996, 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
$6,692,036.00. Each of the loans was made in the ordinary course of business, on
substantially the same terms, including interest rates 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.
The law firm of Mills & Chasteen, of which director Ben B. Mills, Jr. is
a partner, was paid $99,281.58 in 1996 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 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. The
case is an appeal to the Georgia Court of Appeals and a decision is expected
momentarily. It is believed that at the very most exposure to The Bank of Dodge
County would be $26,000.00.
2. Civil Action No. 96-CV-247, Ben Hill County Superior Court - Pettice Lee
------------------------------------------------------------------------
Moore, II and Edna Lee W. Moore vs The Bank of Fitzgerald. This action was
- ----------------------------------------------------------
refiled in September, 1996, against 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 transactions with the
Plaintiffs have been well documented and it is believed that the action is a
frivolous one. After the suit was filed, Pettice Lee More, II died and his
administrator has not yet been named a party.
3. Civil Action No. 94-CV-240, Ben Hill County Superior Court - Sharon Moore 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 motion for summary
judgment was filed in the case by the bank and was granted by the trial court.
An appeal was filed to the Georgia Court of Appeals and the ruling of the lower
court was affirmed on March 6, 1997. It is believed that this case is now
essentially over, although Mrs. Moore may possibly try to have certiorari
granted to the Supreme Court of Georgia. The granting of such request would be
very unlikely.
DIRECTORS FEES, COMMITTEES AND ATTENDANCE
Directors of the Company receive $500.00 for each meeting of the Board
of Directors of Colony Bankcorp attended, and $400.00 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., Joe K. Shiver and Curtis Summerlin, 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 at $400.00 for each meeting of the Board attended and $300.00 for
each meeting at which they are not in attendance. Directors emeritus receiver
$200.00 for each board meeting that they attend.
James D. Minix, W. B. Roberts, Jr. and Ben B. Mills, Jr. serve as directors of
Ashburn Bank and receive additional compensation for service in that capacity of
$300.00 for each board meeting attended and $50.00 for each loan and audit
<PAGE>
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. Curtis A.
Summerlin and James D. Minix serve as directors of Broxton State Bank and
receive $300.00 for each meeting attended.
Under a plan, as amended, some 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 man 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 $60,716.48 in expenses to the deferred compensation arrangement in
1996, representing payments made to four 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 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, the all directors are now receiving directors fees. The Bank of
Fitzgerald continues to pay premiums on the insurance policies procured, with
four directors in 1996 receiving payments pursuant to that plan.
In 1996, the Board of Director of the Company held 12 meetings. All
directors attended at least 75% of all meetings of the full Board of Directors
during 1996.
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) Incentive and
Compensation Committee, presently consisting of Messrs. Minix, Massee, Kimball,
Downing and Shiver, which is responsible for reviewing and setting the salaries
and bonuses 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 1996 Fiscal Year, there were ten 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 whose compensation exceeded $100,000.00.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation
------------------------------------------------------
Name and Other Annual Long Term All Other
Principal Position Year Salary Bonus Compensation Compensation Compensation
(a) (b) (c) (d) (e) (f) (g)
- ------------------ ---- ----------- ---------- --------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
James D. Minix, President 1996 $121,800.12 $12,000.00 $22,723.94 (1) $ -0- $ -0-
and Chief Executive 1995 $116,000.04 $12,000.00 $20,347.22 (1) $ -0- $ -0-
Officer of Bankcorp 1994 $110,000.02 $10,000.00 $24,064.86 (1) $ -0- $ -0-
</TABLE>
<PAGE>
e. Includes dollar value of Group Term Life and company vehicle provided to
executive officers as follows :
Name 1996 1995 1994
---- ---- ---- ----
James D. Minix $1,961.44 $1,472.22 $1214.84
Includes contribution to the profit sharing plan of Colony Bankcorp, Inc.
as follows:
Name 1996 1995 1994
---- ---- ---- ----
James D. Minix $10,562.50 $9,375.00 $14,400.02
Includes director's fees paid by the Company and its subsidiaries as
follows:
Name 1996 1995 1994
---- ---- ---- ----
James D. Minix $10,200.00 $9,500.00 $8,450.00
See "Certain Transactions" for additional information concerning fees paid
to directors.
f. There were no long 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 the 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, 1996 the Board of
Directors of the Company and subsidiary banks voted to contribute in the
aggregate $233,466.95.00 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 Office 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. Mr. Hortman has served as President and Chief
Executive Officer of Colony Management Services, Inc. since its inception in
November, 1996.
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, 1997. 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.
<PAGE>
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 persons
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,
1996 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 1997 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 12, 1997. 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 Office
Fitzgerald, Georgia
April 2, 1997
<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. Minix
and 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 22, 1997 at 4:00 p.m., local time, at Charles A.
Harris Learning Center on East Central Technical Institute campus 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 fourteen 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 Curtis A. Summerlin
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)
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, 1996 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: _________________________, 1997
INDIVIDUALS: ENTITIES:
______________________________
Name (Please Print) (Please Print)
____________
______________________________
Signature BY:
______________________________ ____________
Name of Joint Tenant or Signature
Tenant-In-Common, if any (Please Print)
______________________________ ____________
Signature of Joint Tenant or Position
Tenant-In-Common, if any
