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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 [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
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
COLONY BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(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:
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COLONY BANKCORP, INC.
April 7, 1999
Dear Shareholder:
You are invited to attend our Annual Meeting of Shareholders to be held on
April 27, 1999 in Fitzgerald, Georgia at the time and place shown in the
attached notice. As we do at the meeting every year, in addition to considering
the matters described in the proxy statement, we will review our 1998 business
results and other matters of interest to our shareholders.
We hope that you will attend the meeting in person, but even if you plan to
do so, we encourage you to please vote your shares ahead of time by using the
enclosed proxy card. This will ensure that your Colony Bankcorp stock will be
represented at the meeting. If you attend the meeting and prefer to vote in
person, you may do so. The attached proxy statement explains more about proxy
voting. Please read it carefully.
We look forward to your participation in the annual meeting process.
Sincerely,
James D. Minix
President and
Chief Executive Officer
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF COLONY BANKCORP, INC.
DATE: Tuesday, April 27, 1999
TIME: 6:00 p.m.
PLACE: Charles A. Harris Learning Center
East Central Technical Institute
Perry House Road
Fitzgerald, Georgia
MATTERS TO BE VOTED ON:
PROPOSAL I: Election of thirteen directors
PROPOSAL II: Proposal to amend our articles of incorporation to
increase the number of authorized shares of $1.00 par
value common stock of the Company to twenty million
shares from five million shares.
Any other matter that may be properly brought before the meeting.
Only shareholders of record at the close of business on April 7, 1999 may vote
at the meeting.
Your vote is important. Please complete, sign, date and return your proxy card
promptly in the enclosed envelope.
By Order of the Board of Directors
James D. Minix
President and Chief Executive Officer
Fitzgerald, Georgia
April 7, 1999
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COLONY BANKCORP, INC.
POST OFFICE BOX 989
115 SOUTH GRANT STREET
FITZGERALD, GEORGIA 31750
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
APRIL 27, 1999
This proxy statement is furnished to the shareholders of Colony Bankcorp,
Inc. in connection with the solicitation of proxies by its Board of Directors to
be voted at the 1999 Annual Meeting of Shareholders and at any adjournments
thereof (the "Annual Meeting"). The Annual Meeting will be held on Tuesday,
April 27, 1999, at Charles A. Harris Learning Center on East Central Technical
Institute campus on Perry House Road, Fitzgerald, Georgia, at 6:00 p.m. local
time.
The approximate date on which this proxy statement and the accompanying
proxy card are first being sent or given to shareholders is April 7, 1999.
As used in this proxy statement, the terms Colony Bankcorp, Company, we,
our, and us all refer to Colony Bankcorp, Inc. and its subsidiaries.
VOTING
GENERAL
The securities which can be voted at the Annual Meeting consist of Colony
Bankcorp's $1.00 par value common stock ("Colony Bankcorp stock"), with each
share entitling its owner to one vote on each matter submitted to the
stockholders. The record date for determining the holders of Colony Bankcorp
stock who are entitled to notice of and to vote at the Annual Meeting is April
7, 1999. On the record date, 4,435,026 shares of Colony Bankcorp stock were
outstanding and eligible to be voted.
QUORUM AND VOTE REQUIRED
The presence, in person or by proxy, of a majority of the outstanding
shares of Colony Bankcorp stock is necessary to constitute a quorum at the
Annual Meeting. In determining whether a quorum exists at the Annual Meeting
for purposes of all matters to be voted on, all votes "for" or "against" as
well as all abstentions (including votes to withhold authority to vote) will be
counted.
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In voting for the proposal to elect thirteen directors (Proposal No. 1),
you may vote in favor of all nominees or withhold your votes as to all or as to
specific nominees. The vote required to approve Proposal No. 1 is governed by
Georgia law and is a plurality of the votes cast by the holders of shares
entitled to vote, provided a quorum is present. Votes withheld and broker non-
votes will not be counted and will have no effect.
In voting for the proposal to amend our articles of incorporation (Proposal
No. 2), you may vote in favor of or against the proposal or may abstain from
voting. The vote required to approve Proposal No. 2 is governed by Georgia law
and is a majority of the outstanding shares entitled to vote, provided a quorum
is present. Abstentions and broker non-votes are considered in determining the
number of votes required to obtain a majority of the shares represented and
entitled to vote at the Annual Meeting and will have the same legal effect as a
vote against such proposal.
Our directors and executive officers hold 1,670,064 shares of Colony
Bankcorp stock, or approximately 37.66 % of all outstanding stock, and we
believe that all of those shares will be voted in favor of both proposals.
PROXIES
All properly executed proxy cards delivered pursuant to this solicitation
and not revoked will be voted at the Annual Meeting in accordance with the
directions given. In voting by proxy with regard to the election of directors,
you may vote in favor of all nominees, withhold your votes as to all nominees or
withhold your votes as to specific nominees. In voting by proxy with regard to
the other proposal, you may vote for or against the proposal or abstain from
voting. You should specify your choices on the proxy card. IF NO SPECIFIC
INSTRUCTIONS ARE GIVEN WITH REGARD TO THE MATTERS TO BE VOTED UPON, THE SHARES
REPRESENTED BY A SIGNED PROXY CARD WILL BE VOTED "FOR" THE PROPOSALS LISTED ON
THE PROXY CARD. If any other matters properly come before the Annual Meeting,
the persons named as proxies will vote upon such matters according to their
judgment.
All proxy cards delivered pursuant to this solicitation are revocable at
any time before they are voted by giving written notice to our Secretary, Ben B.
Mills, Jr., at 115 South Grant Street, Fitzgerald, Georgia 31750, by delivering
a later dated proxy card, or by voting in person at the Annual Meeting.
All expenses incurred in connection with the solicitation of proxies will
be paid by us. Solicitation may take place by mail, telephone, telegram, or
personal contact by our directors, officers and regular employees of the Company
without additional compensation.
2
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our Board of Directors consists of thirteen members, eleven of whom are
non-employee directors. The Company's bylaws provide that the Board of
Directors shall consist of not less than three nor more than twenty-five
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. The Board of Directors has voted
that the Board consist of thirteen members for the Company's ensuing fiscal
year.
The Board has nominated the following persons for submission to the
shareholders for election for a one-year term expiring at the 2000 annual
meeting:
Terry Coleman Ben B. Mills, Jr.
L. Morris Downing, Jr. James D. Minix
Terry L. Hester Ralph D. Roberts, M.D.
Milton N. Hopkins, Jr. W. B. Roberts, Jr.
Harold E. Kimball R. Sidney Ross
Marion H. Massee, III Joe K. Shiver
Curtis A. Summerlin
Each of the nominees is currently a director.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE
PROPOSAL TO ELECT THE THIRTEEN NOMINEES NAMES ABOVE.
Each of the nominees has consented to serve if elected. If any nominee
should be unavailable to serve for any reason, the Board may designate a
substitute nominee (in which event the persons named as proxies will vote the
shares represented by all valid proxy cards for the election of such substitute
nominee), allow the vacancy to remain open until a suitable candidate is
located, or reduce the number of directors.
Information as of December 31, 1998 about each of the nominees is set forth
below. Their ownership of Colony Bankcorp stock is set forth in the table on
page seven.
NOMINEES:
Terry Coleman. Mr. Coleman, age 55, is the Owner of Huddle House in
Eastman, Georgia; He serves as a State Representative and a Director of The Bank
of Dodge County. Mr. Coleman has been a Director of Colony Bankcorp since May,
1990.
L. Morris Downing, Jr. Mr. Downing, age 56, is President of Lowell Packing
Company. He also serves as a Director of Colony Management Services, Inc. Mr.
Downing has been a director of Colony Bankcorp since July, 1994.
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Terry L. Hester. Mr. Hester, age 44, has been Executive Vice President and
Chief Financial Officer of the Colony Bankcorp since June, 1994. He also served
as Acting President and Chief Executive Officer from June, 1993 to June, 1994
and has served as Treasurer since 1982. He also serves as a Director of
Community Bank of Wilcox. Mr. Hester has been a Director of Colony Bankcorp
since March, 1990.
Milton N. Hopkins, Jr. Mr. Hopkins, age 72, is a Farmer and a Businessman.
He also serves as Director Emeritus of The Bank of Fitzgerald. Mr. Hopkins has
been a Director of Colony Bankcorp since November, 1982.
Harold E. Kimball. Mr. Kimball, age 65, is Vice President of Dixie
Electron, Inc. He also serves as Chairman of the Board of The Bank of
Fitzgerald and as Director of Colony Management Services, Inc. Mr. Kimball has
been a Director of Colony Bankcorp since November, 1982.
Marion H. Massee, III. Mr. Massee, age 69, is Chairman of the Board of
Massee Builders, Inc. He also serves as Director Emeritus of The Bank of
Fitzgerald and as a Director of Colony Management Services, Inc. Mr. Massee has
been a Director of Colony Bankcorp since November, 1982 and has served as
Chairman of the Board since February, 1990.
Ben B. Mills, Jr. Mr. Mills, age 66, is an Attorney with Mills & Chasteen.
He also serves as a Director of The Bank of Fitzgerald and Ashburn Bank. Mr.
Mills has served as a Director of Colony Bankcorp since November, 1982 and as
Secretary since June, 1993.
James D. Minix. Mr. Minix, age 57, has served as President and Chief
Executive Officer of the Company since June, 1994. Mr. Minix served as
President and Chief Executive Officer of The Bank of Fitzgerald from January,
1993 to June, 1994. He also served as President and Chief Executive Officer of
Ashburn Bank from February, 1990 to December 1992. He serves as a Director for
The Bank of Fitzgerald, Ashburn Bank, Colony Bank Southeast and Colony
Management Services, Inc. Mr. Minix has been a Director of Colony Bankcorp
since March, 1994.
Ralph D. Roberts, M.D. Dr. Roberts, age 74, is a Physician. He is also
Director Emeritus of The Bank of Fitzgerald. Dr. Roberts has served as a
Director of Colony Bankcorp since November, 1982.
W. B. Roberts, Jr. Mr. Roberts, age 56, is a Farmer and a Businessman. He
also serves as Chairman of the Board of Ashburn Bank. Mr. Roberts has been a
Director of Colony Bankcorp since March, 1990.
R. Sidney Ross. Mr. Ross, age 57, is President of Ross of Georgia, Inc.
He also serves as Vice Chairman of the Board of The Bank of Fitzgerald. Mr.
Ross has been a Director of Colony Bankcorp since November, 1982 and serves as
Vice Chairman of the Board of Directors.
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Joe K. Shiver. Mr. Shiver, age 73, is President of Shiver Tractor Company.
He has been a Director of Colony Bankcorp since June, 1994.
Curtis A. Summerlin. Mr. Summerlin, age 50, is President and Chief
Executive Officer of Colony Bank Southeast. He has served as a Director since
December, 1996.
EXECUTIVE OFFICERS
James D. Minix, Terry L. Hester and Paul W. Williams are the only executive
officers of Colony Bankcorp. Mr. Minix and Mr. Hester were previously reported
on as nominees for election as directors.
Paul W. Williams. Mr. Williams, age 41, has served as President and Chief
Executive Officer of Colony Management Services, Inc. since August, 1998. He
has also served as Executive Vice President of Colony Bankcorp since September,
1998; Mr. Williams is also a Director of Colony Management Services, Inc. and
served as Senior Vice President and Chief Accounting Officer of Community
Bankshares, Inc. from 1994-1998.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Our Board of Directors conducts regular meetings, generally on a monthly
basis and also conducts some of its business through the four committees
described below. Our Board of Directors met twelve times during the year, and
each director attended at least 75% of the meetings of the full Board and of the
committees on which he serves.
The Executive Committee assists the Board in its duties and reviews and
evaluates the Company's strategic plans. Mr. Minix, Mr. Massee, Mr. Ross, Mr.
Kimball, Mr. Mills, and Mr. Summerlin were members of this committee during the
year. The committee met six times during the year.
The Compensation Committee determines the salaries and bonuses of the
executive officers of the Company, reviews a cash incentive bonus plan and
profit sharing compensation plan for employees of the Company and subsidiary
banks, and evaluates the Company's various benefit programs. Mr. Minix, Mr.
Massee, Mr. Downing, Mr. Coleman, Mr. Kimball, and Mr. Shiver were members of
this committee during the year. The committee met ten times during the year.
The Audit Committee reviews with our independent accountants the scope and
results of their audit engagement and management letter, consults with
management concerning our accounting methods and the adequacy of our internal
controls, and oversees and reviews our internal auditing procedures. Mr.
Branch, Mr. Hopkins, Mr. Kimball, Mr. Ralph Roberts, and Mr. Hester were members
of this committee during the year. This committee met twelve times during the
year.
The Asset/Liability Committee reviews and evaluates our risk management in
liquidity, capital planning and asset mix, and volume controls. Mr. Downing, Mr.
Hester, Mr. Shiver, and
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Mr. Summerlin were members of this committee during the year. The committee met
four times during the year.
DIRECTOR COMPENSATION
Directors of the Company receive $500 for each monthly meeting of the Board
of Directors attended and $400 for meetings not attended.
Directors of The Bank of Fitzgerald receive $400 for each meeting attended
and $300 for each meeting not attended. Directors Emeritus receive $200 for
each meeting attended.
Directors of Ashburn Bank receive $300 for each meeting attended and $50
for each loan and audit committee meeting attended.
Directors of The Bank of Dodge County receive $200 for each meeting
attended and $50 for each loan committee meeting attended.
Directors of Colony Bank Southeast receive $300 for each meeting attended.
Directors of Community Bank of Wilcox receive $200 for each meeting
attended.
Directors of Colony Management Services, Inc. receive $250 for each meeting
attended.
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 the agreement,
a Director agrees to serve for either five or ten years without director's fee
compensation in exchange for an agreement by the Bank to pay the director
deferred income at death, or upon attaining age 65. With the deferred
compensation, the Bank has purchased key man insurance on the participating
directors which will pay 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 incurred $83,575 in deferred
compensation expense during the year, representing (1) payment to six directors
who had attained the specified age and (2) a difference between premium paid for
the key man insurance and accrual for funding payments under the plan at
retirement and (3) the increase in the cash value of the policies. All fees
covered by the 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. All directors are participating in the
plan, except new directors elected since 1990.
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STOCK OWNERSHIP
Principal Shareholders
This table sets forth information as of February 28, 1999, regarding
ownership of Colony Bankcorp by each person we believe owns more than 5% of
such stock.
All share data has been adjusted to give effect to our 2-for-1
stock split effected as a 100% dividend to shareholders of record
as of March 31, 1999.
SHARES PERCENT
BENEFICIALLY OF
NAME AND ADDRESS OWNED CLASS
- ---------------- ----- -----
Robert Sidney Ross............................... 521,347 (1) 11.76%
Post Office Box 666
Ocilla, Georgia 31774
Curtis A. Summerlin.............................. 233,538 5.27%
Post Office Box 309
Broxton, Georgia 31519
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(1) Includes 447,636 shares owned by Robert Sidney Ross, 68,949 shares owned by
Ross of Georgia, Inc. and 4,762 shares owned by a minor child.
Directors and Executive Officers
The following table sets forth information as of February 28, 1999,
regarding the ownership of Colony Bankcorp stock by each Colony Bankcorp
director (including nominees for director) and by the executive officers of
Colony Bankcorp and its subsidiaries, and by all directors and executive
officers as a group.
SHARES PERCENT
BENEFICIALLY OF
NAME AND ADDRESS OWNED (1) CLASS
- ---------------- ---------- -----
Terry Coleman.................................... 81,987 1.85%
Director
L. Morris Downing, Jr............................ 136,802 3.08%
Director
Terry L. Hester.................................. 79,120 (2) 1.78%
Director; Executive Officer
Milton N. Hopkins, Jr............................ 37,601 0.85%
Director
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<TABLE>
<CAPTION>
SHARES PERCENT
BENEFICIALLY OF
NAME AND ADDRESS OWNED (1) CLASS
- ---------------- --------- -----
<S> <C> <C>
Harold E. Kimball................................ 80,486 1.81%
Director
Marion H, Massee, III............................ 143,306 3.23%
Director
Ben B. Mills, Jr................................. 136,912 3.09%
Director
James D. Minix................................... 77,858 (2) 1.76%
Director; Executive Officer
Ralph D. Roberts, M.D............................ 77,613 1.75%
Director
W. B. Roberts, Jr................................ 15,400 0.35%
Director
R. Sidney Ross................................... 521,347 11.76%
Director
Joe K. Shiver.................................... 44,094 0.99%
Director
Curtis A. Summerlin.............................. 233,538 5.27%
Director
Paul W. Williams................................. 4,000 0.09%
Executive Officer
All directors and executive officers as a group
(14 persons).................................... 1,670,064 37.66%
</TABLE>
_____________
(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 Mr. Hester owns 35,742 shares; Mr. Minix owns
15,146 shares; and Mr. Williams has no allocated shares as of December 31,
1998. Although shares are held by Trustees, all plan participants direct the
Trustees in the manner in which they wish their allocated shares to be votes.
Unallocated shares, if any, will not be voted pursuant to the plan.
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EXECUTIVE COMPENSATION
The following table sets forth the total annual compensation paid in each
of the last three fiscal years to our executive officers who received an annual
salary and bonus in excess of $100,000 (collectively, the "Named Executive
Officers") in each of our last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation (2) (3)
----------------------------------------------------
Name and Other Annual Long-Term All-Other
Principal Position Year Salary Bonus Compensation Compensation Compensation
- ------------------ --- ------ ----- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
James D. Minix 1998 $121,800 $16,477 $34,547 (1) $ - $ -
President and Chief 1997 121,800 12,000 31,796 (1) - -
Executive Officer 1996 121,800 12,000 23,468 (1) - -
of the Company
Terry L. Hester 1998 83,500 5,000 16,109 (1) - -
Vice President and 1997 81,250 5,000 17,023 (1) - -
Chief Financial Officer 1996 78,750 5,000 12,269 (1) - -
of the Company
</TABLE>
Name 1998 1997 1996
---- ---- ---- ----
(1) Includes dollar value of Group Term Life and company vehicle provided to
executive officers as follows:
James D. Minix $ 1,764 $ 1,849 $ 1,961
Terry L. Hester 488 451 492
Includes contribution to the profit sharing plan of Colony Bankcorp, Inc.
as follows:
James D. Minix $11,283 $11,748 $11,306
Terry L. Hester 7,222 7,573 7,077
Includes director's fees paid by the Company and its subsidiaries as
follows:
James D. Minix $21,500 $18,200 $10,200
Terry L. Hester 8,400 9,000 4,700
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- ----------------------------
(2) There were no long-term compensation awards for restricted stock awards or
options/SARs or long-term compensation payouts for LTIP payouts or any
executive officers.
(3) There was no additional compensation for any executive officers.
PROFIT SHARING AND STOCK BONUS PLANS
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 out of profits in an amount 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
seven years; prior to 1989 an employee's interest in its individual account
vested over a period of eleven years. For the year ending December 31, 1998,
the Board of Directors of the Company and subsidiary banks voted to contribute
in the aggregate $264,222 of the profits of the Company to the Company's profit
sharing plans.
OTHER COMPENSATION AND BENEFIT PLANS
Incentive Cash Plan. Bonuses for our 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 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.
TRANSACTIONS WITH THE COMPANY
Loans. The Company's directors and officers from time to time have
borrowed funds from the Company's subsidiaries for various business and personal
reasons. Such loans are 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, 1998, certain officers, executive officers, 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 bank in the
aggregate amount of $6,844,196. Such loans were (1) made in the ordinary course
of business; (2) 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 (3) did not involve more than normal risk of
collectibility or present other unfavorable features.
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The Company and its subsidiaries utilized the services of Mills and
Chasteen P.C. during 1998. Mr. Ben B. Mills, Jr. is a director of the Company
and a partner in that law firm.
LEGAL PROCEEDINGS
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 subject. Material proceedings are defined as claims 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 that is material to an evaluation of the ability or integrity of any
such person.
REPORT ON EXECUTIVE COMPENSATION
The Colony Bankcorp Compensation Committee makes this report on
executive compensation for the fiscal year ended December 31, 1998.
One of the committee's responsibilities is to determine the
compensation of the executive officers of Colony Bankcorp, Inc. and its
subsidiaries ("Colony Bankcorp"), 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 our policy to determine 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 we consider are corporate profitability, 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. We do not use a formula to calculate
the relative weight of these performance factors in establishing base
salary, but do give significant subjective weight to the overall value of
Colony Bankcorp from year to year.
We also take into account how the overall level of Colony Bankcorp's
executive compensation compares to similar-sized bank holding companies in
the Southeastern United States. 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 1998 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
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50.00% of salary, we did not apply an objective formula but did take into
account the following factors:
1. During the fiscal year 1997, Colony Bankcorp continued to
increase in value as reflected by an approximate 12.62%
increase in stockholder's equity from fiscal year 1996.
During that same period, the market value of the Company's
common stock increased by approximately 27%.
2. Colony Bankcorp posted record earnings for fiscal year 1997.
Net income for 1997 increased by approximately 23% from
1996.
3. Colony Bankcorp's total assets increased by approximately
7.50% from fiscal 1996 to fiscal 1997.
The Board of Directors of the Company did not modify or reject any
recommendations we made in 1998 with respect to compensation decisions.
COLONY BANKCORP, INC. COMPENSATION COMMITTEE
Terry Coleman Marion H. Massee, III
L. Morris Downing, Jr. James D. Minix
Harold E. Kimball Joe K. Shiver
PROPOSAL NO. 2
The Board of Directors recommends that shareholders approve an amendment to
Article V of our articles of incorporation that would change the number of
authorized shares of common stock of the Company to twenty million shares from
five million shares.
The articles of incorporation were recently amended to reduce the par value
of the company's common stock from $10.00 per share to $1.00 per share. The par
value of the common stock will remain $1.00 per share and the common stock will
continue not to carry preemptive rights. If you approve this amendment, the
first sentence of Article V of our articles of incorporation will read as
follows:
The corporation shall have the authority to issue twenty
million shares of common stock of $1.00 par value each.
The purpose of the proposed increase is to provide more shares for general
corporate purposes, including stock dividends and splits, raising additional
capital, stock issuances under employee stock plans, and possible future
acquisitions. The Board of Directors believes that an increase in the total
number of shares of authorized Colony Bankcorp stock will help us to meet our
future needs, and give us greater flexibility in responding quickly to
advantageous business opportunities.
We regularly explore opportunities for acquisitions of financial
institutions and related businesses, including acquisitions made by exchanging
Colony Bankcorp stock for the stock of the acquired entity. There are no
present plans, understandings or agreements for issuing a
12
<PAGE>
material number of additional shares from the currently authorized shares of
Colony Bankcorp stock or the additional shares proposed to be authorized.
The authorization of additional shares of Colony Bankcorp stock pursuant to
this proposal will have no dilutive effect upon the proportionate voting power
of our present stockholders. However, to the extent that shares subsequently
are issued to persons other than the present stockholders and/or in proportions
other than the proportion that presently exists, such issuance could have a
substantial dilutive effect on present shareholders. Our Board of Directors
believes, however, that the proposed amendment to our articles of incorporation
will provide several long-term benefits to Colony Bankcorp and its shareholders,
including the flexibility to pursue acquisitions in exchange for Colony Bankcorp
stock. While we have no specific plans, proposals, understandings or agreements
for any such acquisition, the issuance of additional shares of Colony Bankcorp
for an acquisition may have a dilutive effect on earnings per share and book
value per share, as well as a dilutive effect on the voting power of existing
shareholders. We would expect that any such dilutive effect on earnings per
share and/or book value per share would be relatively short-term in duration.
If you approve the proposed amendment to the articles of incorporation, it
is contemplated that the articles of amendment would be filed with the Georgia
Secretary of State promptly after the shareholders meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE
PROPOSAL TO AMEND COLONY BANKCORP'S ARTICLES OF INCORPORATION TO INCREASE THE
AUTHORIZED SHARES OF COLONY BANKCORP STOCK.
PERFORMANCE GRAPH
The following graph shows the comparison of five-year cumulative total
return among (1) Colony Bankcorp, Inc. common stock, (ii) the NASDAQ-Total US
Index and (iii) SNL Southeast Banks Index.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
PERIOD ENDING
--------------------------------------------------------------------------
INDEX 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Colony Bankcorp, Inc. $100.00 $104.26 $137.89 $153.95 $197.81 $273.41
NASDAQ - Total US $100.00 $ 97.75 $138.26 $170.01 $208.58 $293.21
SNL Southeast Banks Index $100.00 $100.22 $150.31 $206.33 $312.79 $332.99
</TABLE>
* Assumes $100.00 invested on December 31, 1993
13
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE 1934 ACT
Section 16(a) of the Securities Exchange Act of 1934 and regulations of the
SEC require our executive officers and directors and persons who beneficially
own more than ten percent of any class of our equity securities, as well as
certain affiliates of such persons to file initial reports of ownership of any
equity securities of Colony Bankcorp and subsequent reports of changes in
ownership of such securities with the SEC. Such persons also are required by
SEC regulations to furnish us with copies of all Section 16(a) reports they
file. Based solely on our review of the copies of such reports that we have
received and written representations from such reporting persons that no other
reports were required, we believe that, during the fiscal year ended December
31, 1998, all Section 16(a) filing requirements applicable to our directors and
executive officers were complied with in a timely manner.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of McNair, McLemore, Middlebrooks & Co., LLP, Macon, Georgia, has
served as our independent accountants each year since 1995, and we consider
them to be well qualified. Our Board of Directors has selected McNair,
McLemore, Middlebrooks & Co., LLP, to serve as our independent accountants for
the fiscal year ending December 31, 1999. Representatives of that firm will be
present at the Annual Meeting and will have the opportunity to make a statement
if they desire to do so. They will be available to answer your questions at
that time.
SHAREHOLDER PROPOSALS FOR 2000 MEETING
Shareholder proposals that are intended to be presented at our 2000 Meeting
of Shareholders must be received by us no later than December 7, 1999, in order
to be included in our proxy statement and related proxy materials for that
meeting. Any such proposal must comply with the rules and regulations of the
Securities and Exchange Commission.
OTHER MATTERS WHICH MAY COME BEFORE
THE ANNUAL MEETING
Our Board of Directors knows of no matters other than those referred to in
the accompanying Notice of Annual Meeting of Shareholders which may properly
come before the Annual Meeting. However, if any other matter should be properly
presented for consideration and voting at the Annual Meeting or any adjournments
thereof, it is the intention of the persons named as proxies on the enclosed
form of proxy card to vote the shares represented by all valid proxy cards in
accordance with their judgment of what is in Colony Bankcorp's best interest.
14
<PAGE>
ANNUAL REPORTS
Upon receipt of a written request, we will furnish, without charge, any
owner of common stock of the company a copy of its annual report to the
Securities and Exchange Commission on Form 10-K (the "10-K") for the fiscal year
ended December 31, 1998, including financial statements and the schedules
thereto. Copies of exhibits to the 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.
15
<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 acknowledges receipt of the Notice of the Annual
Meeting of Shareholders and Proxy Statement and does hereby appoint Marion H.
Massee, III and James D. Minix and each of them, with full powers of
substitution, as proxies of the undersigned, to represent the undersigned and to
vote all shares of COLONY BANKCORP, INC. common stock which the undersigned
would be entitled to vote if personally present at the Annual Meeting of
Shareholders of Colony Bankcorp, Inc. to be held Tuesday, April 27, 1999, 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 share of common
stock which the undersigned may be entitled to vote.
PROPOSAL I: To elect the thirteen nominees listed below to serve as
directors for the following year:
______FOR all nominees listed below ______WITHHOLD AUTHORITY to
(except as marked to the contrary below). vote for all nominees listed
below.
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
Ben B. Mills, Jr.
INSTRUCTIONS: To withhold your vote for any individual nominee, strike a
line through the nominee's name in the list above.
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>
PROPOSAL II: To amend the articles of incorporation of the Company to
increase the number of authorized shares of $1.00 par value
common stock of the Company to twenty million shares from
five million shares:
______FOR ______AGAINST ______ABSTAIN
UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED AS IF MARKED FOR
---
APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION.
The Board of Directors recommends a vote FOR the amendment to the articles
of incorporation of the Company.
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.
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 the signatory is a corporation, please
sign the full corporate name by an authorized officer.
DATE: _____________________, 1999
INDIVIDUALS: ENTITIES:
(Please Print)
________________________________________ ________________________
Name (Please print) By:
________________________________________ ________________________
Signature Signature
________________________________________ ________________________
Name of Joint Tenant or Tenant-In-Common Position
if any (Please Print)
________________________________________
Signature of Joint Tenant or
Tenant-In-Common, if any
