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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 (S) 240.14a-11(c) or (S) 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:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(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):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] 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:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
Colony
Bankcorp, Inc.
- --------------------------------------------------------------------------------
April 5, 2000
Dear Shareholder:
You are invited to attend our Annual Meeting of Shareholders to be held on
April 25, 2000 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 1999 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,
/s/ James D. Minix
James D. Minix
President and Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF COLONY BANKCORP, INC.
DATE: Tuesday, April 25, 2000
TIME: 6:00 p.m.
PLACE: Colony Bankcorp, Inc.
Corporate Offices
115 South Grant Street
Fitzgerald, Georgia
MATTERS TO BE VOTED ON:
PROPOSAL I: Election of thirteen directors
Any other matter that may be properly brought before the meeting.
Only shareholders of record at the close of business on March 31, 2000 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
/s/ James D. Minix
James D. Minix
President and Chief Executive Officer
Fitzgerald, Georgia
April 5, 2000
<PAGE>
COLONY BANKCORP, INC.
Post Office Box 989
115 South Grant Street
Fitzgerald, Georgia 31750
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 25, 2000
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 Colony
BAnkcorp, Inc. Corporate Offices at 115 South Grant Street, Fitzgerald, Georgia
on Tuesday, April 25, 2000 at 6:00 p.m., local time, for the following purposes:
(1) To elect 13 directors for a term of one (1) year; and
(2) To transact any other business that may properly come before the
annual meeting or any other adjournment or postponement thereof.
The close of business on March 31, 2000 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 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 5, 2000 and Chief Executive Officer
<PAGE>
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 25, 2000
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 2000 Annual Meeting of Shareholders and at any adjournments
thereof (the "Annual Meeting"). The Annual Meeting will be held on Tuesday,
April 25, 2000, at Colony Bankcorp, Inc. Corporate Offices at 115 South Grant
Street, 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 5, 2000.
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 March
31, 2000. 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.
<PAGE>
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. Any other matter which may be
submitted to shareholders at the meeting will be determined by a majority of the
votes cast at the meeting. Votes withheld and broker non-votes will not be
counted and will have no effect.
Our directors and executive officers hold 1,664,435.96 shares of Colony
Bankcorp stock, or approximately 37.53% of all outstanding stock, and we believe
that all of those shares will be voted in favor of this proposal.
Proxies
All properly executed proxy cards delivered pursuant to this soliciation
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. 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 solication 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.
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.
2
<PAGE>
The Board has nominated the following persons for submission to the
shareholders for election for a one-year term expiring at the 2001 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, 1999 about each of the nominees is set forth
below. Their ownership of Colony Bankcorp stock is set forth in the table on
page seven. Colony Management Services, Inc. and all listed banks are
subsidiaries of the company.
Directors and Nominees:
Terry Coleman. Mr. Coleman, age 56, 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 57, 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.
Terry L. Hester. Mr. Hester, age 45, has been Executive Vice President and
Chief Financial Officer of 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 73, 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.
3
<PAGE>
Harold E. Kimball. Mr. Kimball, age 66, 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 70, 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 67, 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 58, 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 75, 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 57, 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 58, 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.
Joe K. Shiver. Mr. Shiver, age 74, is President of Shiver Tractor Company.
He has been a Director of Colony Bankcorp since June, 1994.
Curtis A. Summerlin. Mr. Summerlin, age 51, is President and Chief
Executive Officer of Colony Bank Southeast. He has served as a Director of
Colony Bankcorp since December, 1996.
Each director serves until the annual meeting following his election or
until such later time as his successor is elected and qualifies or there is a
decrease in the number of directors.
4
<PAGE>
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 42, 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.
Executive officers do not hold office for a fixed term but may be removed
by the Board of Directors with or without cause.
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 three 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 four 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. Bill
Roberts, 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 Mr. Summerlin were members of this committee during the
year. The committee met three times during the year.
5
<PAGE>
Director Compensation
Directors of the Company receive $500 for each meeting of the Board of
Directors attended and $400 for meetings not attended. Directors are not paid
for attending any committee meetings of the company for which they serve.
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 and $50 for each loan committee 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 $108,455 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 director 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.
6
<PAGE>
Stock Ownership
Principal Shareholders
This table sets forth information as of February 29, 2000, regarding
ownership of Colony Bankcorp by each person we believe owns more than 5% of such
stock.
Shares Beneficially Percent of
Name and Address Owned Class
- ---------------- ----- ------
Robert Sidney Ross.......................... 522,617.00 (1) 11.78%
Post Office Box 666
Ocilla, Georgia 31774
Curtis A. Summerlin......................... 224,598.55 (2) 5.06%
Post Office Box 309
Broxton, Georgia 31519
(1) Includes 448,636 shares owned by Robert Sidney Ross; 68,949 shares owned by
Ross of Georgia, Inc.; 4,762 shares owned by a minor child, and 270 shares owned
by spouse.
(2) Includes 260.55 shares held by Trustee of Colony Bankcorp, Inc. Profit
Sharing and Stock Bonus Plan of which Mr. Summerlin owns 260.55 shares as of
December 31, 1999.
Directors and Executive Officers
The following table sets forth information as of February 29, 2000,
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 Beneficially Percent of
Name and Address Owned (1) Class
- ---------------- --------- -----
Terry Coleman............................. 82,023.69 1.85%
Director
L. Morris Downing, Jr..................... 141,802.00 3.20%
Director
Terry L. Hester........................... 80,871.21 (2) 1.82%
Director; Executive Officer
Milton N. Hopkins, Jr..................... 35,601.00 0.80%
Director
Harold E. Kimball......................... 80,486.00 1.81%
Director
Marion H. Massee, III..................... 143,106.00 3.23%
Director
7
<PAGE>
Ben B. Mills, Jr.......................... 135,818.48 3.06%
Director
James D. Minix............................ 79,881.05 (2) 1.80%
Director; Executive Officer
Ralph D. Roberts, M.D..................... 72,038.00 1.62%
Director
W. B. Roberts, Jr......................... 15,483.10 0.35%
Director
R. Sidney Ross............................ 522,617.00 11.78%
Director
Joe K. Shiver............................. 45,094.00 1.02%
Director
Curtis A. Summerlin....................... 224,598.55 (2) 5.06%
Director
Paul W. Williams.......................... 5,015.88 0.11%
Executive Officer
All directors and executive officers
as a group (14 persons) 1,664,435.96 37.53%
(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 37,267.27 shares; Mr. Minix owns
16,969.05 shares; Mr. Summerlin owns 260.55 shares and Mr. Williams has no
allocated shares as of December 31, 1999. Although shares are held by 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.
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 the last fiscal year.
8
<PAGE>
Summary Compensation Table
Annual Compensation
---------------------------
<TABLE>
<CAPTION>
(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 1999 $127,000 $14,829 $35,820 (1) -- --
President and Chief 1998 $121,800 $16,477 $34,547 (1) -- --
Executive Officer 1997 $121,800 $12,000 $31,796 (1) -- --
of the Company
Terry L. Hester 1999 $86,000 $5,187 $16,261 (1) -- --
Executive Vice President and 1998 $83,500 $5,000 $16,109 (1) -- --
Chief Financial Officer of 1997 $81,250 $5,000 $17,023 (1) -- --
the Company
Paul W. Williams 1999 $99,000 $8,500 $12,835 (1) -- --
Executive Vice President 1998 N/A N/A N/A -- --
of the Company 1997 N/A N/A N/A -- --
</TABLE>
Name 1999 1998 1997
---- --------- --------- ---------
(1) Includes dollar value of Group Term Life and company vehicle provided to
executive officers as follows:
James D. Minix $ 1,509 $ 1,764 $ 1,849
Terry L. Hester $ 557 $ 488 $ 451
Paul W. Williams $ 1,224 N/A N/A
Includes contribution to the profit sharing plan of Colony Bankcorp, Inc. as
follows:
James D. Minix $11,361 $11,283 $11,748
Terry L. Hester $ 7,304 $ 7,222 $ 7,573
Paul W. Williams $ 8,611 N/A N/A
Includes director's fees paid by the Company and its subsidiaries as follows:
James D. Minix $22,950 $21,500 $18,200
Terry L. Hester $ 8,400 $ 8,400 $ 9,000
Paul W. Williams $ 3,000 N/A N/A
(2) 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.
(3) There was no additional compensation for any executive officers.
9
<PAGE>
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, 1999, the
Board of Directors of the Company and subsidiary banks voted to contribute in
the aggregate $323,829 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. The compensation listed as "bonus" in the summary compensation table
for executive compensation represents payments under the cash incentive plan to
the listed executive officers.
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, 1999, 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 $8,288,667. 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.
The Company and its subsidiaries utilized the services of Mills and
Chasteen, P.C. during 1999. Mr. Ben B. Mills, Jr. is a director of the Company
and a partner in that law firm.
10
<PAGE>
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 colsolidated 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, 1999.
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
weitht 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.
11
<PAGE>
In setting the compensation for fiscal year 1999 of James D. Minix, the
Company's President and Chief Executive Officer, which included a 4.3% 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, we did not apply an objective
formula, but did take into account the following factors:
1. During the fiscal year 1998, Colony Bankcorp continued to increase in
value as reflected by an approximate 14.84% increase in stockholder's
equity from fiscal year 1997. During that same period, the market
value of the Company's common stock increased by approximately 36.91%.
2. Colony Bankcorp posted record earnings for fiscal year 1998. Net
income for 1998 increased by approximately 6.5% from 1997.
3. Colony Bankcorp's total assets increased by approximately 11.20% from
fiscal 1997 to fiscal 1998.
The compensation committee considered similar factors in setting the
compensation for Mr. Hester and Mr. Williams in 1999.
The Board of Directors of the Company did not modify or reject any
recommendations we made in 1999 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
James D. Minix is an executive officer of the company but does not
participate in any matters relating to his compensation.
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.
12
<PAGE>
[GRAPH APPEARS HERE]
Period Ending
--------------------------------------------------
Index 12/31/94 12/31/96 12/31/97 12/31/98 12/31/99
- -------------------------------------------------------------------------------
Colony Bankcorp $100.00 $147.65 $189.73 $262.23 $280.69
NASDAQ - Total US* $100.00 $173.89 $213.07 $300.25 $542.43
SNL Southeast Bank Index $100.00 $205.88 $312.10 $332.25 $261.46
* Assumes $100.00 invested on December 31, 1994.
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 soley on our review of the copies of such reports that we have received
and written representation from such reporting persons that no other reports
were required, we believe that, during the fiscal year ended December 31, 1999,
all Section 16(a) filing requirements applicable to our directors and executive
officers were complied with in a timely manner.
13
<PAGE>
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, 2000. 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 2001 Meeting
of Shareholders must be received by us no later than December 2, 2000, in order
to be included in our proxy statement and related proxy materials for that
meeting. Any notice of a shareholder proposal not received by us on or before
February 18, 2001, will not be considered timely and will not be submitted to
the shareholders at the 2001 annual 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.
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, 1999, 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.
14
<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 25, 2000 at 6:00 p.m., local time, at Colony Bankcorp,
Inc. Corporate Offices at 115 South Grant Street, Fitzgerald, Georgia and at any
adjournment or postponement thereof; with all the powers (other than the power
to revoke the proxy or vote in a manner not authorized by the exceeded form of
proxy) which the undersigned would have if personally present at such meeting,
to act in their discretion upon any other matter or matters which may properly
be brought before the meeting, and to appear and vote all the shares of common
stock which the undersigned may be entitled to vote.
PROPOSAL: To elect the thirteen nominees listed below to serve as directors
for the following year:
<TABLE>
<CAPTION>
____FOR all nominees lised below (except _______WITHHOLD AUTHORITY to
as marked to the contrary below). vote for all nominees listed below.
_____________________________________________________________________
<S> <C>
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.
</TABLE>
INSTRUCTIONS: To withhold authority to vote for any individual nominees,
mark "FOR" above and write the names of such nominees for whom you wish to
withhold authority in the space provided below:
________________________________________________________________________________
UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED AS IF MARKED FOR ALL
---
NOMINEES LISTED ABOVE.
The Board of Directors recommends a vote FOR the election of the above
nominees to the Board of Directors.
(Continued on Reverse Side)
<PAGE>
If other matters properly come before the meeting, the persons named herein
as proxy shall have the discretionary authority to vote with respect to such
matters after considering the recommendations of management.
The undersigned hereby acknowledge receipt of the annual report of the
company for the fiscal year ended December 31, 1999 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: ___________________________, 2000
INDIVIDUALS: ENTITIES:
(Please Print)
__________________________________ _____________________________
Name (Please Print)
By:
__________________________________ _____________________________
Signature Signature
_____________________________
__________________________________ Position
Name of Joint Tenant or
Tenant-In-Common, if any
(Please Print)
__________________________________
Signature of Joint Tenant or
Tenant-In-Common, if any
