<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
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)
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(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Filing Fee Required.
[_] 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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(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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[_] 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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Notes:
<PAGE>
COLONY BANKCORP, INC.
POST OFFICE BOX 989
115 SOUTH GRANT STREET
FITZGERALD, GEORGIA 31750
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 28, 1998
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 28, 1998 at 6:00 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 8, 1998 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
------------------------------------
James D. Minix, President
and Chief Executive Officer
Fitzgerald, Georgia
April 8, 1998
<PAGE>
COLONY BANKCORP, INC.
Post Office Box 989
115 South Grant Street
Fitzgerald, Georgia 31750
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 28, 1998
GENERAL INFORMATION
This proxy statement and the accompanying form of proxy, which are first
sent or given to shareholders on or about April 8, 1998, 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 28, 1998,
at 6:00 p.m., local time, at Charles A. Harris Learning Center on East Central
Technical Institute campus on Perry House Road, Fitzgerald, Georgia, 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, 115 South Grant 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 8, 1998 the Company had issued and outstanding 2,217,513 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 8, 1998 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 February 28, 1998 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 265,073.5 /(1)/ 11.95%
Post Office Box 666
Ocilla, Georgia 31774
Curtis A. Summerlin 128,892 5.81%
Post Office Box 309
Broxton, Georgia 31519
/(1)/ Includes 223,818 shares owned by Robert Sidney Ross, 39,274.5 shares
owned by Ross of Georgia, Inc. and 1,981 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 February 28, 1998.
Name of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership/(1)/ of Class
- ---------------- ------------------------ ----------
Paul Branch, Jr. 33,717 1.52%
Terry Coleman 39,439.5 1.78%
L. Morris Downing, Jr. 66,321 2.99%
Terry L. Hester 39,076/(2)/ 1.76%
Milton N. Hopkins, Jr. 19,800.5 0.89%
Edwin W. Hortman, Jr. 9,267/(2)/ 0.42%
Harold E. Kimball 40,243 1.81%
Marion H. Massee, III 71,753 3.24%
Ben B. Mills, Jr. 68,456 3.09%
James D. Minix 39,138/(2)/ 1.76%
Ralph D. Roberts, M.D. 38,806.5 1.75%
W. B. Roberts, Jr. 7,700 0.35%
R. Sidney Ross 265,073.5 11.95%
Joe K. Shiver 23,447 1.06%
Curits A. Summerlin 128,892 5.81%
Executive Officers and Directors
as a Group (15 persons) 891,130 40.18%
/(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 17,777; 7,482; and 1,963 allocated shares respectfully on December 31,
1997. 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 14 members of the Board of Directors, and the
Board of Directors has voted that the Board consist of 14 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, 1997, (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 72; Director since November 11, 1982;
493 Benjamin H. Hill Drive West Farmer and Businessman; Director Emeritus,
Fitzgerald, Georgia 31750 The Bank of Fitzgerald
Terry Coleman Age 54; Director since May, 1990; Owner of
P. O. Box 157 Owner of Huddle House in Eastman; State
Eastman, Georgia 31023 Representative; Director, The Bank of Dodge
County
L. Morris Downing, Jr. Age 55; Director since July, 1994;
127 Shady Lane President of Lowell Packing Company;
Fitzgerald, Georgia 31750 Director, Colony Management Services, Inc.
Terry L. Hester * Age 43; Director since March, 1990;
128 Carter's Road Executive Vice President and Chief Financial
Fitzgerald, Georgia 31750 Officer of the Company since June,
1994; Acting President and CEO from June
1993 to June 1994; Treasurer since 1982;
Director, Community Bank of Wilcox
Milton N. Hopkins, Jr. Age 71; Director since November 11, 1982;
360 Peacock Road Farmer and Businessman; Director
Fitzgerald, Georgia 31750 Emeritus, The Bank of Fitzgerald
Harold E. Kimball Age 64; Director since November 11, 1982;
155 Pine Needle Road Vice President of Dixie Electron,
Fitzgerald, Georgia 31750 Inc.; Chairman of the Board, The Bank of
Fitzgerald; Director, Colony Management
Services, Inc.
3
<PAGE>
DIRECTOR NOMINEES (CONTINUED)
Ages, Term, Principal Occupation for
Name and Address Last Five Years and Other Directorships
- ---------------- ---------------------------------------
Marion H. Massee, III Age 68; Director since November 11, 1982;
226 Jeff Davis Highway Chairman of Board since February
Fitzgerald, Georgia 31750 1990; Chairman, Massee Builders, Inc.;
Director Emeritus, The Bank of
Fitzgerald; Director, Colony Management
Services, Inc.
Ben B. Mills, Jr. Age 65; Director since November 11,
Post Office Box 985 1982 Attorney, Mills & Chasteen; Secretary
Fitzgerald, Georgia 31750 of Bankcorp since June 8, 1993; Director,
The Bank of Fitzgerald; Director,
Ashburn Bank
James D. Minix * Age 56; Director since March, 1994;
150 Lakeview Drive President and Chief Executive Officer of
Fitzgerald, Georgia 31750 the Company since June, 1994; President
and CEO of The Bank of Fitzgerald
January, 1993 to June, 1994; President
CEO of Ashburn Bank February, 1990 to
December, 1992; Director, The Bank of
Fitzgerald, Ashburn Bank, Colony Bank
Southeast and Colony Management Services,
Inc.
Ralph D. Roberts, M.D. Age 73; Director since November 11, 1982
948 West Roanoke Drive Physician; Director Emeritus, The Bank
Fitzgerald, Georgia 31750 of Fitzgerald
W. B. Roberts, Jr. Age 55; Director since March, 1990;
Route 1 Box 166 Farmer and Businessman; Chairman of the
Ashburn, Georgia 31714 Board, Ashburn Bank
R. Sidney Ross Age 56; Director since November 11, 1982;
Post Office Box 666 President, Ross of Georgia, Inc.; Vice
Ocilla, Georgia 31774 Chairman of The Board, The Bank of
Fitzgerald
Joe K. Shiver Age 72; Director since June, 1994;
407 East Wallace Street President of Shiver Tractor Company;
Sylvester, Georgia 31791 Director, Bank of Worth
Curtis A. Summerlin Age 49; Director since December, 1996;
Post Office Box 309 President and CEO, Colony Bank Southeast
Broxton, Georgia 31519
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO ELECT THE
FOURTEEN NOMINEES LISTED ABOVE TO SERVE AS DIRECTORS FOR THE FOLLOWING YEAR.
EXECUTIVE OFFICERS
------------------
Edwin W. Hortman, Jr. * Age 44; President and CEO of Colony
111 Stratford Street Management Services, Inc. since November,
Fitzgerald, Georgia 31750 1996; Senior Vice President of the
Company since February, 1996; Vice President
of the Company November, 1992 to February,
1996; Director, Colony Management
Services, Inc.
* Messrs. Minix, Hester and Hortman are the only executive officers of the
Company.
4
<PAGE>
CERTAIN TRANSACTIONS
The Company's directors and officers and certain business organizations and
individuals associated with them have been customers of and have had
banking transactions with the Company's subsidiaries and are expected to
continue such relationships in the future. Pursuant to such transactions, the
Company's directors and officers from time to time have borrowed funds from the
Company's subsidiaries for various business and personal reasons. Each of these
loans has been made in strict compliance with state and federal statutes and
regulations of the Federal Deposit Insurance Corporation and the Georgia
Department of Banking and Finance. As of December 31, 1997, certain executive
officers and directors and officers 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 $5,856,392. The extensions of
credit made by the Company's subsidiaries to the Company's directors and
officers, (a) were made in the ordinary course of business, (b) were made on
substantially the same terms, including interest rates and collateral, as were
prevailing at the time for comparable transactions with other persons, and (c)
did not involve more than normal risk of collectibility or present other
unfavorable features.
The Company and its subsidiaries utilized the services of Mills and Chasteen
PC during 1997. Mr. Ben B. Mills, Jr. is a director of the Company and a
partner in that law firm.
CERTAIN LITIGATION
There are no "material" pending legal proceedings, other than ordinary
routine litigation incidental to the business of the Company, to which the
company or any of its subsidiaries is a party or of which any of their property
is the subject. For purposes of this disclosure, the term "material" includes
only those proceedings that involve primarily a claim for damages where the
amount involved, exclusive of interest and cost, exceeds ten percent of the
current assets of the Company and its subsidiaries on a consolidated basis.
During the previous five years, no director, person nominated to become a
director, or executive officer of the Company was the subject of a legal
proceeding (as defined below) that is material to an evaluation of the ability
or integrity of any such person. A "legal proceeding" includes: (1) a petition
under the Federal Bankruptcy laws or any state insolvency law filed by or
against the business or property of such person, or any partnership in which he
was a general partner at or within two years before the time of such filing, or
any corporation or business association of which he was an executive officer at
or within two years before the time of such filing; (2) any criminal proceeding
in which such person was convicted or is presently a named subject of (excluding
traffic violations and other minor offenses); (3) any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining such person from, or
otherwise limiting, engaging in any activity regulated by the Commodity Futures
Trading Commission, engaging in any type of business practice, engaging in any
activity in connection with the purchase or sale of any security of commodity or
in connection with any violation of federal or state securities laws or federal
commodity laws, or from otherwise engaging in any investment related activity;
(4) any order, judgment or decree, not subsequently reversed, suspended or
vacated, of any federal or state authority barring, suspending or otherwise
limiting for more than sixty days the right of any such person to engage in any
activity regulated by the Commodity Futures Trading Commission or any other
investment related activity; (5) any judgment by a court of competent
jurisdiction or finding by the Securities and Exchange Commission, not
subsequently reversed, suspended, or vacated, finding such person to have
violated any federal or state securities law; and (6) any judgment by a court of
compentent jurisdiction in a civil action or a finding by the Commodities
Futures Trading Commission, not subsequently reversed, suspended or vacated,
finding such person to have violated any federal commodities law.
5
<PAGE>
DIRECTOR'S FEES, COMMITTEES AND ATTENDANCE
Directors of the Company receive $500.00 for each monthly meeting of the
Board of Directors of Colony Bankcorp, Inc. attended, and $400.00 for each
monthly meeting of the Board of Directors at which they are not in attendance.
In addition, each director of the Company received a bonus of $2,000.00 for
1997.
Messrs. Kimball, Mills, Minix and Ross serve as directors of The Bank of
Fitzgerald, and receive additional compensation for service in that capacity of
$400.00 for each meeting of the Board attended and $300.00 for each meeting at
which they are not in attendance. Messrs. Branch, Hopkins, Massee and Roberts
serve as directors emeritus at The Bank of Fitzgerald and receive $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 in that capacity of
$300.00 for each board meeting attended and $50.00 for each loan and audit
committee meeting attended. Terry Coleman serves as director of The Bank of
Dodge County and receives additional compensation in that capacity of $200.00
for each board meeting attended and $50.00 for each loan committee meeting
attended. Joe K. Shiver serves as a director of Bank of Worth and receives
additional compensation for those services in that capacity of $300 for each
board meeting attended and $25.00 for each loan committee meeting attended.
Curtis A. Summerlin and James D. Minix serve as directors of Colony Bank
Southeast and receive $300.00 for each monthly board meeting attended. Terry L.
Hester serves as director of Community Bank of Wilcox and receives $200.00 for
each monthly board meeting attended. Messrs. Minix, Kimball, Massee, Downing
and Hortman serve as directors of Colony Management Services, Inc. and receive
$250.00 for each monthly 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 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 $57,618.82 in expenses to the deferred compensation arrangement in
1997, 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 policies procured, with
five directors in 1997 receiving payments pursuant to that plan.
The Board of Directors of the Company conducts regular meetings, generally on
a monthly basis, and also conducts some of its business through meetings of the
four committees described below. In 1997, 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 1997. No additional compensation was paid for
serving on the four committees.
The Executive Committee is responsible for assisiting the Board on the
discharge of it duties and for reviewing and evaluating the Company's strategic
plans. Messrs. Minix, Massee, Ross, Kimball, Mills and Summerlin were members
of this committee in 1997. The Committee met 6 times during the year.
The Compensation Committee is responsible for reviewing and setting the
salaries and bonuses of the executive officers of Company, reviewing a cash
incentive bonus plan and profit sharing compensation plan for employees of the
Company and subsidiary banks and evaluating the Company's various benefit
programs. Messrs. Minix, Massee, Downing, Coleman, Kimball and Shiver were
members of this Committee in 1997. The Committee met 7 times during the year.
6
<PAGE>
The Audit Committee is responsible for reviewing with the Company's
independent accountants the scope and results of their audit engagement and
management letter and reviewing and evaluating the Company's internal auditing
procedures and financial controls. Messrs. Branch, Hopkins, Kimball, Roberts
(Ralph) and Hester were members of this Committee in 1997. The Committee met 12
times in 1997.
The Asset/Liability Committee is responsible for reviewing and evaluating the
Company's risk-management in liquidity, capital planning and asset mix and
volume controls. Messrs. Dowing, Hester, Roberts (W.B.), Shiver and Summerlin
were members of this Committee in 1997. The Committee met 2 times in 1997.
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is responsible for determining the compensation of
the executive officers of Colony Bankcorp, Inc. and its subsidiaries, including
those named in the Summary Compensation Table which appears elsewhere in this
proxy statement. The components of executive compensation are salary, bonus
awards under the Company's Incentive Cash Plan, contributions by the Company to
its Profit Sharing Plan, director fees and the dollar value of our group term
life insurance and company vehicles provided to executive officers.
It is the policy of the Committee to deterimine the salary components of
executive compensation principally upon the basis of corporate performance,
although the elements of corporate performance may vary from year to year.
Among the performance factors which the Committee considers are profiability,
asset quality, growth and corporate performance relative to industry standards
such as problem asset levels, past due loan levels, loan production, net
interest rate margin and net overhead. The Committee does not have a formula by
which it calculates the relative weight of these performance factors in
establishing base salary, but it gives significant subjective weight to the
above performance factors and to the overall value of the Company from year to
year. Bonuses for the Company's Cash Incentive Plan are tied to a weighting
factor, of which one-half of the bonus award is based on the Company's return
on equity, along with other weighting factors of loan growth, problem asset
reduction, net interest rate margin, net overhead, past due loan levels and
charge-off loan levels with the reward potential within a range of 6.25% to 50%
of salary. Contributions to the Company's Profit Sharing Plan are tied directly
to the Company's return on equity with a maximum of 10% of salary being
contributed if the Company's return on equity is 15% or greater. The Committee
also considers how the overall level of the Company's executive compensation
compares to similar-sized bank holding companies in the Southeastern United
States through compensation surveys provided by various industry associations
and accounting firms. It was determined that the salary and bonus component of
executive compensation was generally within competitive market limits of
similar-sized bank holding companies. All other employment benefits of the
executive officers were found to be generally within competitive limits.
In setting the compensation for fiscal year 1997 of James D. Minix, the
Company's President and Chief Executive Officer, which included no salary
increase and a continuation of the bonus award with the Company's Cash Incentive
Plan within a range of 12.50% to 50.00% of salary, the Committee did not apply
an objective formula but did take into account the factors lised below:
1. During fiscal year 1996, the Company continued to increase in value, as
reflected by an approximate 11% increase in stockholder's equity from
fiscal year 1995. During that same period , the market value of the
Company's common stock increased by approximately 10%.
2. The Company posted record earnings for fiscal year 1996. Net income
for 1996 increased by approximately 24% from 1995.
3. The Company's total assets increased by approximately 7% from fiscal
year 1995 to fiscal year 1996.
The Board did not modify or reject any recommendations by the Compensation
Committee in 1997 with respect to compensation decisions.
7
<PAGE>
EXECUTIVE COMMITTEE
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 /(a)/ Year /(b)/ Salary /(c)/ Bonus /(d)/ Compensation/ (e)/ Compensation /(f)/ Compensation /(g)/
- ----------------------- ----------- ------------ ----------- ------------------ ----------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
James D. Minix, President 1997 $121,800.12 $12,000.00 $31,796.23 /(1)/ $ -0- $ -0-
and Chief Executive 1996 $121,800.12 $12,000.00 $23,467.55 /(1)/ $ -0- $ -0-
Officer of Bankcorp 1995 $116,000.04 $12,000.00 $20,347.22 /(1)/ $ -0- $ -0-
Terry L. Hester, Executive 1997 $ 81,250.00 $ 5,000.00 $17,023.44 /(1)/ $ -0- $ -0-
Vice President and Chief 1996 $ 78,750.10 $ 5,000.00 $12,269.09 /(1)/ $ -0- $ -0-
Financial Officer of 1995 $ 75,000.12 $10,000.00 $11,656.23 /(1)/ $ -0- $ -0-
Bankcorp
</TABLE>
/(e)/ /(1)/ Includes dollar value of Group Term Life and company vehicle
provided to executive officers as follows:
<TABLE>
<CAPTION>
Name 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C>
James D. Minix $ 1,848.58 $ 1,961.44 $ 1,472.22
Terry L. Hester $ 450.69 $ 492.21 $ 481.22
Includes contribution to the profit sharing plan of Colony Bankcorp, Inc. as follows:
Name 1997 1996 1995
---- ----- ---- ----
James D. Minix $11,747.65 $11,306.11 $9,375.00
Terry L. Hester $ 7,572.75 $ 7,076.88 $6,375.01
Includes director's fees paid by the Company and its subsidiaries as follows:
Name 1997 1996 1995
---- ---- ---- ----
James D. Minix $18,200.00 $10,200.00 $ 9,500.00
Terry L. Hester $ 9,000.00 $ 4,700.00 $ 4,800.00
</TABLE>
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
10% 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
8
<PAGE>
its individual account vested over a period of 11 years. For the year ending
December 31, 1997 the Board of Directors of the Company and subsidiary banks
voted to contribute in the aggregate $295,452 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. Mr. Hortman has served as President and Chief
Executive Officer of Colony Management Services, Inc. since its inception in
November, 1996.
PERFORMANCE GRAPH
The following graph shows the comparison of five-year cumulative total return
among (i) Colony Bankcorp, Inc. common stock, (ii) the NASDAQ - Total US Index
and (iii) SNL Southeast Banks Index.
[GRAPH OF COLONY BANKCORP APPEARS HERE]
Period Ending
--------------------------------------------------------
Index 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
- --------------------------------------------------------------------------------
Colony Bankcorp, Inc. $100.0 $102.17 $106.52 $140.88 $157.29 $202.10
NASDAQ - Total US $100.0 $114.80 $112.21 $158.70 $195.19 $239.53
SNL Southeast Banks Index $100.0 $105.14 $105.27 $157.89 $216.73 $328.55
* Assumes $100.00 invested on December 31, 1992, with reinvestment of dividends.
9
<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, 1998. 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 persons
acting under the proxies.
FORM 10-K
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-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 INCLUDING
FINANCIAL STATEMENTS AND THE SCHEDULE THERETO. COPIES OF EXHIBITS TO THE FORM
10-K 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 1998 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 8, 1998. 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
JAMES D. MINIX, President
and Chief Executive Officer
Fitzgerald, Georgia
April 8, 1998
10
<PAGE>
COLONY BANKCORP, INC.
POST OFFICE BOX 989
115 SOUTH GRANT 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 28, 1998 at 6:00 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.
<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, 1997 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:___________________________, 1998
INDIVIDUALS: ENTITIES:
- ----------------------------
Name (Please Print) (Please Print)
------------------------------
- ----------------------------
Signature BY:
- ---------------------------- ------------------------------
Name of Joint Tenant or Signature
Tenant-in-Common,
if any (Please Print)
------------------------------
- ----------------------------- Position
Signature of Joint Tenant or
Tenant-In-Common, if any
