UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
Capital City Bank Group, Inc.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
13974105
(CUSIP Number)
J. Kimbrough Davis, P.O. Box 11248, Tallahassee, FL (904) 671-0610
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 30, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following ( ).
Check the following if a fee is being paid with the statement ( ). (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.)(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the act
but shall be subject to all other provisions of the Act (however, see the
Notes).
The Exhibit page begins on page 8.<PAGE>
SCHEDULE 13D Cusip Number: 13974105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Hill Smith
2 CHECK THE APPROPRIATE AREA IF A MEMBER OF A GROUP*
(a)
(b)
N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
262,966
8 SHARED VOTING POWER
201,512
9 SOLE DISPOSITIVE POWER
262,966
10 SHARES DISPOSITIVE POWER
201,512
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,966
12 CHECK AREA IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(x)
8,124
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
14 TYPE OF REPORTING PERSON*
IN<PAGE>
This Amendment 15 to Form 13D is being filed to report:
1) my receipt of 25,169 shares from the Smith Brothers Trust on 4/30/96
2) my receipt of 579 shares as a gift on 12/15/95
3) my wife's receipt of 579 shares as a gift on 12/15/95
4) my minor son's receipt of 579 shares as a gift on 12/15/95
5) my minor daughter's receipt of 579 shares as a gift on 12/15/95
6) the purchase by 2 S Partnership of 5,000 shares on 12/7/94
This Amendment amends Form 13D in its entirety.
Item 1. Security and Issuer
Common stock, $.01 par value, Capital City Bank Group, Inc., 217 North Monroe
Street, Tallahassee, Florida 32301
Item 2. Identity and Background
a. This statement is being filed by Mr. Robert Hill Smith
b. P.O. Box 11248, Tallahassee, Florida 32302
c. Vice President of Capital City Bank Group, Inc., 217 North Monroe Street,
Tallahassee, Florida 32301
d. Not applicable
e. Not applicable
f. U.S.A.
Item 3. Source and Amount of Funds or Other Conditions
On January 1, 1984, Capital City Bank Group, Inc. ("CCBG") acquired six banks in
which 100% of the common stock of each bank was exchanged for all of
theoutstanding common stock of CCBG. The common stock owned by Robert Hill
Smithon January 1, 1984 represents the "originally issued" shares which were
issued pursuant to a stock-for-stock exchange in which 669 shares of Capital
City First National Bank, 3,167 shares of Capital City Second National Bank,
2,325 shares of Industrial National Bank, 9,685 shares of City National Bank, 18
shares of Havana State Bank and 7,175 shares of First National Bank of Jefferson
County were exchanged for 120,668 shares of CCBG common
Page 3 of 16
<PAGE>stock. Below is a listing of Mr. Smith's transactions in CCBG common
stock for the period January 1, 1984 through the date of this report.
Purchase(P)/ Number of Percentage Price
Date Sale(S) Shares of Ownership Per Share Source of
Funds
1/1/84 Originally Issued 120,668 4.22% N/A Exchange of
Shares as
set forth
above
4/16/84 P 486 * $9.00 Personal
Funds
10/11/84 P 2,000 * Gift from N/A
father
12/29/86 P 12,500 * $15.00 Bank Debt
12/31/86 P 1,330 * Gift from N/A
father
5/29/87 P 1,330 * " " N/A
7/27/87 P 17,700 * " " N/A
10/6/87 P 20,000 * Gift from N/A
mother
2/19/88 P 53 * $20.00 Personal
Funds
12/8/88 P 21,753 * Distribu- N/A
tion from
grandmother's
trust
12/30/88 P 226 * Gift from N/A
father
6/9/89 P 714 * " " N/A
7/6/89 P 1,000 * $28.00 Personal
Funds
7/6/89 S (1,000) * Gifts to N/A
relatives
10/12/89 P 401 * Gift from N/A
brother
12/28/90 P 790 * Gift from N/A
father
12/17/91 P 833 * " " N/A
12/24/91 S (833) * Gift to son N/A
7/10/92 P 833 * Gift from N/A
father
12/18/92 P 13,636 * " " N/A
1/15/93 P 833 * " " N/A
8/31/94 P 717 * " " N/A
12/15/95 P 579 * Gift from N/A
father and
mother
4/30/96 P 25,169 * N/A Distribution
from Smith
Bros. Trust
TOTAL 241,718 8.44%
Page 4 of 16
<PAGE>
Purchase(P)/ Number of Percentage Price
Date Sale(S) Shares of Ownership Per Share Source of Funds
Virginia Wilson Smith (wife)
7/16/87 P 1,330 * Gift from N/A
father-in-law
6/9/89 P 714 * " " N/A
7/6/89 P 995 * Gift from N/A
husband
12/28/90 P 790 Gift from N/A
father-in-law
12/17/91 P 833 * " " N/A
5/29/92 P 500 * Gift from N/A
mother-in-law
7/10/92 P 833 * Gift from N/A
father-in-law
1/15/93 P 833 * " " N/A
8/31/94 P 717 * " " N/A
12/15/95 P 579 * Gifts from N/A
relatives
TOTAL 8,124 *
Robert Hill Smith as Custodian of Virginia Austin Smith (minor daughter)
5/29/87 P 1,330 * Gift from N/A
grandfather
4/7/88 P 897 * " " N/A
8/19/88 P 93 * " " N/A
6/9/89 P 714 * " " N/A
7/6/89 P 5 * Gift from N/A
father
12/28/90 P 790 * Gift from N/A
grandfather
12/17/91 P 833 * " " N/A
7/10/92 P 833 * " " N/A
1/15/93 P 1,833 * " " N/A
8/31/94 P 2,717 * " " N/A
12/15/95 P 579 * Gift from N/A
grandfather and
grandmother
TOTAL 10,624 *
Purchase(P)/ Number of Percentage Price
DATE Sale (S) Shares of Ownership Per Share Source of Funds
Robert Hill Smith as Custodian of Warren Hamilton Smith (minor son)
12/28/90 P 790 * Gift from N/A
grandfather
12/17/91 P 833 * " " N/A
12/24/91 P 833 * Gift from N/A
father
Page 5 of 16
<PAGE>
7/10/92 P 833 * Gift from N/A
grandfather
7/10/92 P 2,206 * " " N/A
1/15/93 P 1,833 * " " N/A
8/31/94 P 2,717 * " " N/A
12/15/95 P 579 * Gift from N/A
grandfather and
grandmother
TOTAL 10,624 *
The William Godfrey Smith Trust
8/9/89 P 90,000 3.14% Establishment Transfer
of Trust from
directly
owned
shares of
William
Godfrey
Smith
TOTAL 90,000 3.14%
2 S Partnership
7/10/92 P 2,512 * Gift from N/A
relative
12/29/93 P 20,000 * $24.00 Borrowed
Funds
6/1/93 P 80,000 2.79% Gift from N/A
relative
10/3/94 P 4,000 * $29.00 Borrowed
Funds
12/7/94 P 5,000 * $29.00 Borrowed
Funds
TOTAL 111,512 3.90%
* Less than 1%
In December 1986, Mr. Smith borrowed $400,000 from Trust Company Bank, Atlanta,
Georgia to purchase 12,500 shares of Capital City Bank Group, Inc. Common Stock
and to consolidate previous debts. The debt carries an interest rate of prime
plus one half percent and is secured with 50,000 shares of Capital City Bank
Group, Inc., Common Stock.
In December 1993, the 2S Partnership borrowed $480,000 from Trust Company Bank,
Atlanta, Georgia, to purchase 20,000 shares of Capital City Bank Group, Inc.
Common Stock. The debt carries an interest rate of prime and is secured with
22,512 shares of Capital City Bank Group, Inc. Common Stock. As of the date
hereof, approximately $439,727 in principal and interest remains outstanding on
this loan.
In September 1994, the 2S Partnership borrowed $116,000 from Trust Company Bank,
Atlanta, Georgia, to purchase 4,000 shares of Capital City Bank Group, Inc.
Common Stock. The debt carries an interest rate of prime and is secured by
10,000 shares of Capital City Bank Group, Inc. Common Stock.
Page 6 of 16
<PAGE>
In November 1994, the 2S Partnership borrowed $145,000 from Trust Company Bank,
Atlanta, Georgia, to purchase $5,000 shares of Capital City Bank Group, Inc.
Common Stock. The debt carries an interest rate of prime and is secured by
10,000 shares of Capital City Bank Group, Inc. Common Stock. The September 1994
and November 1994 Trust Company Bank loans were renewed in a single note dated
December 29, 1995, in the amount of $261,000 and secured by 20,000 shares of
Capital City Bank Group, Inc. Common Stock. As of the date hereof, the
aggregate amount of principal and interest on the renewed 2 S Partnership loan
is approximately $250,000.
Item 4. Purpose of Transaction
The shares received in exchange for other securities or purchased by Mr. Smith
were acquired for investment purposes.
(a.) - (j.) Not applicable
Item 5. Interest in Securities of Issuer
Number of Percentage
Shares Ownership
a. Robert Hill Smith 241,718 8.44%
Virginia Wilson Smith (wife) 8,124 *
Robert Hill Smith as Custodian for
Virginia Austin Smith (Minor Daughter) 10,624 *
Robert Hill Smith as Custodian for 10,624 *
Warren Hamilton Smith (Minor Son)
The William Godfrey Smith Trust 90,000 3.14
2 S Partnership 111,512 3.90
TOTAL 472,602 16.51%
* Less than 1%.
Under the definition of "beneficial ownership" in Section 13d-4 of the
Securities Exchange Act of 1934 and the Rules and Regulations promulgated
thereunder, Mr. Smith may be deemed to be a beneficial owner of 8,124 shares
held by his wife, Virginia Wilson Smith. Neither the filing of this statement
nor any of its contents shall be deemed to be an admission that Mr. Robert Hill
Smith is the beneficial owner of stock held by his wife.
b. Mr. Smith has sole voting and investment power with respect to 262,966
shares, and shares voting power with respect to 90,000 shares in the William
Godfrey Smith Trust and 111,512 shares in 2 S Partnership with William G. Smith,
Jr., Executive Vice President, Capital City Bank Group, Inc., 217 N. Monroe
Street, Tallahassee, Florida 32301. He has no voting or investment power with
respect to the 8,124 shares held by his wife. Mr. Smith disclaims beneficial
ownership of the 8,124 shares held by his wife.
c. See Table in Item 3 above.
Page 7 of 16
<PAGE>
d. Not applicable
e. Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuers
Not applicable.
Item 7. Material to be Filed as Exhibits
1) The Note and Security Agreement for the $400,000 Trust Company Bank loan
described in Item 3 are attached hereto as Exhibit A. This Exhibit begins on
page 10 of this Amendment.
2) The Note and Security Agreement for the December 1993 2 S Partnership loan
described in Item 3 are attached hereto as Exhibit B. This Exhibit begins on
page 12 of this Amendment.
3) As disclosed in Item 3, the September 1994 and November 1994 loans were
renewed in a single note dated December 29, 1995, in the amount of $261,000 and
secured by 20,000 shares of Capital City Bank Group, Inc. Common Stock. The
Note and Security Agreement for the December 1995 2 S Partnership renewal loan
are attached hereto as Exhibit C. This Exhibit begins on page 15 of this
Amendment.
Page 8 of 16
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: May 2, 1996
/s/ Robert Hill Smith
Robert Hill Smith
Page 9 of 16
<PAGE>
EXHIBIT A
TRUST COMPANY BANK
One Park Place, N.E.
Atlanta, Georgia 30303
MASTER SINGLE PAYMENT NOTE
(Nondisclosure)
[STAMP: Copy]
Date:
_____ days after date, the obligor promises to pay to the order of Bank the
principal sum of $400,000.00 or so much thereof as may be from time to time
disbursed hereunder. The obligor will also pay interest from date until
maturity at the Note Rate specified below. Interest payments will be due on
Quarterly beginning April 1, 1987 and upon maturity. Should the obligor fail
for any reason to pay this note in full on the maturity date or on the date of
acceleration of payment, the obligor further promises to pay interest on the
unpaid amount from such date until the date of final payment at a Default Rate
equal to the Note Rate plus 4%. Should legal action or an attorney at law be
utilized to collect any amount due hereunder, the obligor further promises to
pay all costs of collection, including 15% of such unpaid amount as attorney's
fees. All amounts due hereunder may be paid at any office of Bank.
The Note Rate hereon shall be the Prime Rate of Bank from time to time in
effect, plus one-half of one percent. The Note Rate shall change on each day
Bank changes its Prime Rate.
If not stated above, the Note Rate in effect on the date this note is executed
is 8.0%.
The amount of interest accruing and payable hereunder shall be calculated by
multiplying the principal balance outstanding each day by 1/360th of the Note
Rate on such day and adding together the daily interest amounts.
As security for the payment of this and any other liability of any obligor to
the holder, direct or contingent, irrespective of the nature of such liability
or the time it arises, each obligor hereby grants a security interest to the
holder in all property of such obligor in or coming into the possession, control
or custody of the holder, or in which the holder has or hereafter acquires a
lien, security interest, or other right. Upon default, holder may, without
notice, immediately take possession of and then sell or otherwise dispose of the
collateral, signing any necessary documents as obligor's attorney in fact, and
apply the proceeds against any liability of obligor to holder. Upon demand,
each obligor will furnish such additional collateral and execute any appropriate
documents related thereto, deemed necessary by this holder for its security.
Each obligor further authorizes the holder, without notice, to set-off any
deposit or account and apply any indebtedness due or to become due from the
holder to the obligor in satisfaction of any liability described in this
paragraph, whether or not matured. The holder may, without notice, transfer or
register any property constituting security for this note into its or its
nominee name with or without any indication of its security interest therein.
This note shall immediately mature and become due and payable without notice or
demand, upon the filing of any petition or the commencement of any proceeding by
any obligor for relief under bankruptcy or insolvency laws, or any law relating
to the relief of debtors, readjustment of indebtedness, debtor reorganization,
or composition or extension of debt. Furthermore, this note shall, at the
option of the holder, immediately mature and become due and payable, without
notice or demand, upon the happening of any one or more of the following events:
(1) nonpayment on the due date of any amount due hereunder; (2) failure of any
obligor to perform any other obligation to the holder; (3) failure of any
obligor to pay when due any amount owed another creditor under a written
agreement calling for the payment of money; (4) the death or declaration of
incompetence of any obligor; (5) a reasonable belief on the part of the holder
that any obligor is unable to pay his obligations when due or is otherwise
insolvent; (6) the filing of any petition or the commencement of any proceeding
against any obligor for relief under bankruptcy or insolvency laws, or any law
relating to the relief of debtors, readjustment of indebtedness, debtor
reorganization, or composition of extension of debt, which petition or
proceeding is not dismissed within 60 days of the date of filing thereof; (7)
the suspension of the transaction of the usual business of any obligor, or the
dissolution, liquidation or transfer to another party of a significant portion
of the assets of any obligor; (8) a reasonable belief on the part of the holder
that any obligor has made a false representation or warranty in connection with
any loan by or other transaction with any lender, lessor or other creditor; (9)
the issuance or filing of any levy, attachment, garnishment, or lien against the
property of any obligor or which is not discharged within 15 days; (10) the
failure of any obligor to satisfy immediately any final judgment, penalty or
fine imposed by a court or administrative agency of any government; (ll) failure
of any obligor, after demand, to furnish financial information or to permit
inspection of any books or records; (12) any other act or circumstance leading
the holder to deem itself insecure.
The failure of forbearance of the holder to exercise any right hereunder, or
otherwise granted by law or another agreement shall not affect or release the
liability of any obligor, and shall not constitute a waiver of such right unless
so stated by the holder in writing. The holder may enforce its rights against
any obligor or any property securing this note without enforcing its rights
against any other obligor, property, or indebtedness due or to become due to any
obligor. Each obligor agrees that the holder shall have no responsibility for
the collection or protection of any property securing this note, and expressly
consents that the holder may from time to time, without notice, extend the time
for payment of this note, or any part thereof, waive its rights with respect to
any property or indebtedness, and release any other obligor from liability,
without releasing such obligor from any liability to the holder. This note is
governed by Georgia law.
The term "obligor" means any party or other person signing this note, whether as
maker, endorser or otherwise. The term "Prime Rate", if used herein, shall mean
that rate of interest designated by Bank from time to time as its Prime Rate.
Each obligor agrees to be both jointly and severally liable hereon. The term
"holder" means Bank and any subsequent transferee hereof.
PRESENTMENT AND NOTICE OF DISHONOR ARE HEREBY WAIVED BY EACH OBLIGOR.
Address: P.O. Box 900, Tallahassee, Florida 32302
Address:
Credit to:
Maturity Date: December 31, 1987
Name: /s/ Robert H. Smith
Name:
Account Number:
Renewal:
Increase: $
Reduction: $
Initials:
Page 10 of 16
<PAGE>
TRUST COMPANY BANK
Loan Operations Department
P.O. Box 4418
Atlanta, Georgia 30302
Name and Address: Robert Hill Smith, First National Bank, P.O. Box 900,
Tallahassee, Florida 32302
Amount Description
5,000 - #603 - Capital City Bank Group, Inc.
5,000 - #604 - Capital City Bank Group, Inc.
5,000 - #605 - Capital City Bank Group, Inc.
5,000 - #606 - Capital City Bank Group, Inc.
5,000 - #607 - Capital City Bank Group, Inc.
5,000 - #608 - Capital City Bank Group, Inc.
5,000 - #609 - Capital City Bank Group, Inc.
5,000 - #610 - Capital City Bank Group, Inc.
5,000 - #611 - Capital City Bank Group, Inc.
5,000 - #612 - Capital City Bank Group, Inc.
SECURITY AGREEMENT
FOR VALUE RECEIVED, the undersigned (hereinafter individually and collectively
referred to as "Borrower") hereby sells, assigns and transfers to TRUST COMPANY
BANK (hereinafter referred to as "Bank"), the securities and instruments
identified hereon, all rights accruing to Borrower in connection with the
ownership thereof, together with all interest, dividends, distributions thereon,
and substitutions therefore, and all securities, instruments and other property
at any time and from time to time purchased with any proceeds thereof, and the
proceeds of all of the foregoing (all the aforementioned property hereinafter
referred to as the "collateral") to secure all existing and future obligations
and indebtedness of Borrower, or any one or more of them, to Bank, whether
individually or jointly with others, and whether direct or indirect, as maker,
endorser, guarantor, surety or otherwise, including 15% of all such obligations
and indebtedness as attorney's fees if collected by or through an attorney at
law.
The Bank may at any time transfer and re-register said collateral into its name
or the name of its nominee, but failure to do shall not be interpreted to be a
waiver of any interest, dividends or distributions thereon or of any rights
accruing to Borrower in connection with the ownership of the collateral.
Should default occur in the payment of principal or interest on an indebtedness
hereby secured when due, or under any note or loan agreement evidencing any such
indebtedness, or should Bank deem itself insecure, then in any such event Bank
may at its option, without notice or demand of any kind, sell or redeem
(irrespective of redemption penalty) said collateral or any part thereof, or
exercise any other remedy of a secured party under the Uniform Commercial Code.
The rights and remedies granted herein are in addition to and not in lieu of any
additional remedies given in any note or other written document evidencing any
obligations or indebtedness of Borrower, or any one or more of them, to the
Bank.
Bank shall have no obligation or duty to collect or to present any of the
collateral for payment, redemption or conversion to another class or type of
security or to exercise any other right whatsoever with respect to the
collateral except pursuant to written instructions from Borrower. Borrower
agrees that Borrower will direct Bank as to specific action to take in the event
the issuer of any security or any other person takes action which will give the
owner of the collateral any choice to make with respect thereto. In the event
Borrower fails to direct Bank as above provided in time to give Bank a
reasonable time to act thereon, the Borrower will have and make no claim against
Bank's action or inaction.
The singular of all words used herein shall be deemed to include the plural.
This Agreement shall be governed and construed in accordance with the laws of
the State of Georgia.
Given under hand and seal on the ____ day of ________, 19 ___.
/s/ Robert Hill Smith (SEAL)
Page 11 of 16
<PAGE>
EXHIBIT B
TERM NOTE
THE BANK REFERRED TO IN THIS NOTE IS:
TRUST COMPANY BANK
Center Code: 121
One Park Place, N.E.
Atlanta, Georgia 30303
Date: December 31, 1993
The obligor promises to pay to the order of Bank the principal sum of
$480,000.00. The obligor will also pay interest from date until maturity at the
Note Rate specified below. Should the obligor fail for any reason to pay this
note in full on the maturity date or on the date of acceleration of payment, the
obligor further promises to pay interest on the unpaid amount from such date
until the date of final payment at a Default Rate equal to the Note Rate plus
4%. Should legal action or an attorney at law be utilized to collect any amount
due hereunder, the obligor further promises to pay all costs of collection,
including 15% of such unpaid amount as attorney's fees. All amounts due
hereunder may be paid at any office of the Bank.
The Note Rate hereon shall be the prime rate of Bank from time to time in
effect. The note rate shall change on each day the Bank changes its prime rate.
If not stated above, the Note Rate in effect on the date this note is executed
is 6.00%.
The amount of interest accruing and payable hereunder shall be calculated by
multiplying the principal balance outstanding each day by 1/360th of the Note
Rate on such day and adding together the daily interest amounts.
The principal and interest hereunder shall be payable as follows: Principal and
Interest shall be payable in six consecutive equal annual payments of $75,000.00
each on December 31, 1994, December 31, 1995, December 31, 1996, December 31,
1997, December 31, 1998 and December 31, 1999. The remaining balance of
principal and interest shall be due and payable on December 31, 2001.
All payments of principal and interest shall be applied first to accrued but
unpaid interest with the remainder, if any, to principal.
If any payment of principal or interest provided for herein remains wholly or
partially unpaid for more than fifteen (15) days after such payment was due and
payable, then obligor agrees to pay a late fee of five percent (5%) of such
payment, not to exceed the sum of fifty dollars ($50.00).
As security for the payment of this and any other liability of any obligor to
the holder, direct or contingent, irrespective of the nature of such liability
or the time it arises, each obligor hereby grants a security interest to the
holder in all property of such obligor in or coming into the possession, control
or custody of the holder, or in which the holder has or hereafter acquires a
lien, security interest, or other right. Upon default, holder may, without
notice, immediately take possession of and then sell or otherwise dispose of the
collateral, signing any necessary documents as obligor's attorney in fact, and
apply the proceeds against any liability of obligor to holder. Upon demand,
each obligor will furnish such additional collateral and execute any appropriate
documents related thereto, deemed necessary by the holder for its security.
Each obligor further authorizes the holder, without notice, to set-off any
deposit or account and apply any indebtedness due or to become due from the
holder to the obligor in satisfaction of any liability described in this
paragraph, whether or not matured. The holder may, without notice, transfer or
register any property constituting security for this note into its or its
nominee's name with or without any indication of its security interest therein.
This note shall immediately mature and become due and payable, without notice or
demand, upon the filing of any petition or the commencement of any proceeding by
any Debtor for relief, under bankruptcy or insolvency laws, or any law relating
to the relief of debtors, readjustment of indebtedness, debtor reorganization or
composition or extension of debt. Furthermore, this note shall, at the option
of the holder, immediately mature and become due and payable, without notice or
demand, upon the happening of any one or more of the following events: (l)
nonpayment on the due date of any amount due hereunder; (2) failure of any
Debtor to perform any other obligation to the holder; (3) failure of any Debtor
to pay when due any amount owed another creditor under a written agreement
calling for the payment of money; (4) the death or declaration of incompetence
of any Debtor; (5) a reasonable belief on the part of the holder that any Debtor
is unable to pay his obligations when due or is otherwise insolvent; (6) the
filing of any petition or the commencement of any proceeding against any Debtor
for relief under bankruptcy or insolvency laws, or any law relating to the
relief of debtors, readjustment of indebtedness, debtor reorganization, or
composition or extension of debt which petition or proceeding is not dismissed
within 60 days of the date of filing thereof; (7) the suspension of the
transaction of the usual business of any Debtor, or the dissolution, liquidation
or transfer to another party of a significant portion of the assets of any
Debtor; (8) a reasonable belief on the part of the holder that any Debtor has
made a false representation or warranty in connection with any loan by or other
transaction with any lender, lessor or other creditor; (9) the issuance or
filing of any levy, attachment, garnishment or lien against the property of any
Debtor which is not discharged within 15 days; (10) the failure of any Debtor to
satisfy immediately any final judgment, penalty or fine imposed by a court or
administrative agency of any government; (ll) failure of any Debtor, after
demand, to furnish financial information or to permit inspection of any books or
records; (12) any other act or circumstance leading the holder to deem itself
insecure.
The failure or forbearance of the holder to exercise any right hereunder, or
otherwise granted by law or another agreement, shall not affect or release the
liability of any obligor, and shall not constitute a waiver of such right unless
so stated by the holder in writing. The holder may enforce its rights against
any Debtor or any property securing this note without enforcing its rights
against any other Debtor, property, or indebtedness due or to become due to any
Debtor. Each obligor agrees that the holder shall have no responsibility for
the collection or protection of any property securing this note, and expressly
consents that the holder may from time to time, without notice, extend the time
for payment of this note, or any part thereof, waive its rights with respect to
any property or indebtedness, and release any other Debtor from liability,
without releasing such obligor from any liability to the holder. This note is
governed by Georgia law.
The term "obligor" means any party or other person signing this note, whether as
maker, endorser or otherwise. The term "Prime Rate," if used herein, shall mean
that rate of interest designated by Bank from time to time as its "Prime Rate,"
which rate is not necessarily the Bank's best rate. Each obligor agrees to be
both jointly and severally liable hereon. The term "holder" means Bank and any
subsequent transferee or endorsee hereof. The term "Debtor" means any obligor
or any guarantor of this note.
PRESENTMENT AND NOTICE OF DISHONOR ARE HEREBY WAIVED BY EACH OBLIGOR.
Address: Post Office Box 900, Tallahassee, Florida 32302
Name: 2 S Partnership
Name:
By: /s/ Robert H. Smith, General Partner
Credit To:
Treasurer Check Number:
Center Code: 121
Account Number:
Renewal:
Increase: $
Reduction: $
Officer Name: E. T. Summers
Office Number: 134
Page 12 of 16
<PAGE>
TRUST COMPANY BANK
Center Code: 039
Loan Operations Department
P.O. Box 4418
Atlanta, Georgia 30302
No.: 53237
Name and Address: 2 S Partnership, P.O. Box 900, Tallahassee, Florida 32302-
0900
Amount: 20,000 Shs.
Description: Capital City Bank Group, Incorporated, Florida, Capital Stock, RNO
2 S Partnership, CTF. # 002540.
Receipt of the Collateral listed above is hereby acknowledged
TRUST COMPANY BANK
By: /s/ Susan C. Pelch
Center Code: 121
Date: 1/19/94
[STAMP: Owner's Receipt for Collateral Deposited]
SECURITY AGREEMENT
FOR VALUE RECEIVED, the undersigned (hereinafter individually and collectively
referred to as "Borrower") hereby sells, assigns and transfers to TRUST COMPANY
BANK (hereinafter referred to as "Bank"), the securities and instruments
identified hereon, all rights accruing to Borrower in connection with the
ownership thereof, together with all interest, dividends, distributions thereon,
and substitutions therefor, and all securities, instruments and other property
at any time and from time to time purchased with any proceeds thereof, and the
proceeds of all of the foregoing (all the aforementioned property hereinafter
referred to as the "collateral") to secure all existing and future obligations
and indebtedness of Borrower, or any one or more of them, to Bank, whether
individually or jointly with others, and whether direct or indirect, as maker,
endorser, guarantor, surety or otherwise, including 15% of all such obligations
and indebtedness as attorney's fees if collected by or through an attorney at
law.
The Bank may at any time transfer and re-register said collateral into its name
or the name of its nominee, but failure to do shall not be interpreted to be a
waiver of any interest, dividends or distributions thereon or of any rights
accruing to Borrower in connection with the ownership of the collateral.
Should default occur in the payment of principal or interest on an indebtedness
hereby secured when due, or under any note or loan agreement evidencing any such
indebtedness, or should Bank deem itself insecure, then in any such event Bank
may at its option, without notice or demand of any kind, sell or redeem
(irrespective of redemption penalty) said collateral or any part thereof, or
exercise any other remedy or a secured party under the Uniform Commercial Code.
The rights and remedies granted herein are in addition to and not in lieu of any
additional remedies given in any note or other written document evidencing any
obligations or indebtedness of Borrower, or any one or more of them, to the
Bank.
Bank shall have no obligation of duty to collect or to present any of the
collateral for payment, redemption or conversion to another class or type of
security or to exercise any other right whatsoever with respect to the
collateral except pursuant to written instructions from Borrower. Borrower
agrees that Borrower will direct Bank as to specific action to take in the event
the issuer of any security or any other person takes action which will give the
owner of the collateral any choice to make
with respect thereto. In the event Borrower fails to direct Bank as above
provided in time to give Bank a reasonable time to act thereon, the Borrower
will have and make no claim against Bank's action or inaction.
The singular of all words used herein shall be deemed to include the plural.
This Agreement shall be governed and construed in accordance with the laws of
the State of Georgia.
Given under hand and seal on the ____ day of ________, 19 ___.
(SEAL)
(SEAL)
Page 13 of 16
<PAGE>
TRUST COMPANY BANK
Center Code: 039
Loan Operations Department
P.O. Box 4418
Atlanta, Georgia 30302
No.: 40479
Name and Address: 2 S Partnership, P.O. Box 900, Tallahassee, Florida 32302
Amount: 2,512 Shs.
Description: Capital City Bank Group, Inc., Capital Stock, RNO 2 S Partnership,
CTF. # 002352.
Receipt of the Collateral listed above is hereby acknowledged
TRUST COMPANY BANK
By: /s/
Signature of Loan Officer:
Center Code: 121
Date: 9/24/93
[STAMP: Owner's Receipt for Collateral Deposited]
SECURITY AGREEMENT
FOR VALUE RECEIVED, the undersigned (hereinafter individually and collectively
referred to as "Borrower") hereby sells, assigns and transfers to TRUST COMPANY
BANK (hereinafter referred to as "Bank") the securities and instruments
identified hereon, all rights accruing to Borrower in connection with the
ownership thereof, together with all interest, dividends, distributions thereon,
and substitutions therefor, and all securities, instruments and other property
at any time and from time to time purchased with any proceeds thereof, and the
proceeds of all of the foregoing (all the aforementioned property hereinafter
referred to as the "collateral") to secure all existing and future obligations
and indebtedness of Borrower, or any one or more of them, to Bank, whether
individually or jointly with others, and whether direct or indirect, as maker,
endorser, guarantor, surety or otherwise, including 15% of all such obligations
and indebtedness as attorney's fees if collected by or through an attorney at
law.
The Bank may at any time transfer and re-register said collateral into its name
or the name of its nominee, but failure to do shall not be interpreted to be a
waiver of any interest, dividends or distributions thereon or of any rights
accruing to Borrower in connection with the ownership of the collateral.
Should default occur in the payment of principal or interest on an indebtedness
hereby secured when due, or under any note or loan agreement evidencing any such
indebtedness, or should Bank deem itself insecure, then in any such event Bank
may at its option, without notice or demand of any kind, sell or redeem
(irrespective of redemption penalty) said collateral or any part thereof, or
exercise any other remedy or a secured party under the Uniform Commercial Code.
The rights and remedies granted herein are in addition to and not in lieu of any
additional remedies given in any note or other written document evidencing any
obligations or indebtedness of Borrower, or any one or more of them, to the
Bank.
Bank shall have no obligation of duty to collect or to present any of the
collateral for payment, redemption or conversion to another class or type of
security or to exercise any other right whatsoever with respect to the
collateral except pursuant to written instructions from Borrower. Borrower
agrees that Borrower will direct Bank as to specific action to take in the event
the issuer of any security or any other person takes action which will give the
owner of the collateral any choice to make with respect thereto. In the event
Borrower fails to direct Bank as above provided in time to give Bank a
reasonable time to act thereon, the Borrower will have and make no claim against
Bank's action or inaction.
The singular of all words used herein shall be deemed to include the plural.
This Agreement shall be governed and construed in accordance with the laws of
the State of Georgia.
Given under hand and seal on the ____ day of ________, 19 ___.
(SEAL)
(SEAL)
Page 14 of 16
<PAGE>
EXHIBIT C
SUNTRUST
SINGLE PAYMENT NOTE
(Nondisclosure)
[x] Single Disbursement Note
[ ] Multiple Disbursement Master Note
[ ] Multiple Disbursement Revolving Note
(For Explanation See Reverse Side)
Date: December 29, 1995
The "Bank" Referred to In this Note is:
Sun Trust Bank, Atlanta
Center Code: 121
One Park Place, N.E.
Atlanta, Georgia 30303
366 days after date, the obligor promises to pay to the order of Bank the
principal sum of $261,000.00. The obligor will also pay interest upon the
unpaid principal balance from date until maturity at the Note Rate specified
below. Interest payments will be due on Quarterly beginning March 31, 1996 and
upon maturity. Should the obligor fail for any reason to pay this note in full
on the maturity date or on the date of acceleration of payment, the obligor
further promises to pay (a) interest on the unpaid amount from such date until
the date of final payment at a Default Rate equal to the Note Rate plus 4%, and
(b) a late fee equal to five percent (5%) of any amount that remains wholly or
partially unpaid for more than fifteen (15) days after such amount was due and
payable, not to exceed the sum of fifty
dollars ($50.00). Should legal action or an attorney at law be utilized to
collect any amount due hereunder, the obligor further promises to pay all costs
of collection, including 15% of such unpaid amount as attorney's fees. All
amounts due hereunder may be paid at any office of Bank.
The Note Rate hereon shall be the prime rate of the Bank from time to time in
effect. The Note Rate shall change on each day the Bank changes its prime rate.
If not stated above, the Note Rate in effect on the date this note is executed
is 8.75%.
The amount of interest accruing and payable hereunder shall be calculated by
multiplying the principal balance outstanding each day by 1/360th of the Note
Rate on such day and adding together the daily interest amounts. The principal
balance of this note shall conclusively be deemed to be the unpaid principal
balance appearing on the Bank's records unless such records are manifestly in
error.
As security for the payment of this and any other liability of any obligor to
the holder, direct or contingent, irrespective of the nature of such liability
or the time it arises, each obligor hereby grants a security interest to the
holder in all property of such obligor in or coming into the possession, control
or custody of the holder, or in which the holder has or hereafter acquires a
lien, security interest, or other right. Upon default, holder may, without
notice, immediately take possession of and then sell or otherwise dispose of the
collateral, signing any necessary documents as obligor's attorney in fact, and
apply the proceeds against any liability of obligor to holder. Upon demand,
each obligor will furnish such additional collateral and execute any appropriate
documents related thereto, deemed necessary by this holder for its security.
Each obligor further authorizes the holder, without notice, to set-off any
deposit or account and apply any indebtedness due or to become due from the
holder to the obligor in satisfaction of any liability described in this
paragraph, whether or not matured. The holder may, without notice, transfer or
register any property constituting security for this note into its or its
nominee's name with or without any indication of its security interest therein.
This note shall immediately mature and become due and payable without notice or
demand, upon the filing of any petition or the commencement of any proceeding by
any Debtor for relief under bankruptcy or insolvency laws, or any law relating
to the relief of debtors, readjustment of indebtedness, debtor reorganization,
or composition or extension of debt. Furthermore, this note shall, at the
option of the holder, immediately mature and become due and payable, without
notice or demand, upon the happening of any one or more of the following events:
(1) nonpayment on the due date of any amount due hereunder; (2) failure of any
Debtor to perform any other obligation to the holder; (3) failure of any Debtor
to pay when due any amount owed another creditor under a written agreement
calling for the payment of money; (4) the death or declaration of incompetence
of any Debtor; (5) a reasonable belief on the part of the holder that any Debtor
is unable to pay his obligations when due or is otherwise insolvent; (6) the
filing of any petition or the commencement of any proceeding against any Debtor
for relief under bankruptcy or insolvency laws, or any law relating to the
relief of debtors, readjustment of indebtedness, debtor reorganization, or
composition of extension of debt, which petition or proceeding is not dismissed
within 60 days of the date of filing thereof; (7) the suspension of the
transaction of the usual business of any Debtor, or the dissolution, liquidation
or transfer to another party of a significant portion of the assets of any
Debtor; (8) a reasonable belief on the part of the holder that any Debtor has
made a false representation or warranty in connection with any loan by or other
transaction with any lender, lessor or other creditor; (9) the issuance or
filing of any levy, attachment, garnishment, or lien against the property of any
Debtor which is not discharged within 15 days; (10) the failure of any Debtor to
satisfy immediately any final judgment, penalty or fine imposed by a court or
administrative agency of any government; (ll) failure of any Debtor, after
demand, to furnish financial information or to permit inspection of any books or
records; (12) any other act or circumstance leading the holder to deem itself
insecure.
The failure of forbearance of the holder to exercise any right hereunder, or
otherwise granted by law or another agreement shall not affect or release the
liability of any obligor, and shall not constitute a waiver of such right unless
so stated by the holder in writing. The holder may enforce its rights against
any Debtor or any property securing this note without enforcing its rights
against any other Debtor, property, or indebtedness due or to become due to any
Debtor. Each obligor agrees that the holder shall have no responsibility for
the collection or protection of any property securing this note, and expressly
consents that the holder may from time to time, without notice, extend the time
for payment of this note, or any part thereof, waive its rights with respect to
any property or indebtedness, and release any other Debtor from liability,
without releasing such obligor from any liability to the holder. This note is
governed by Georgia law.
The term "obligor" means any party or other person signing this note, whether as
maker, endorser or otherwise. The term "Prime Rate", if used herein, shall mean
that rate of interest designated by Bank from time to time as its "Prime Rate"
which rate is not necessarily the Bank's best rate. Each obligor agrees to be
both jointly and severally liable hereon. The term "holder" means Bank and any
subsequent transferee or endorsee hereof. The term "Debtor" means any obligor
or any guarantor of this note. The principal of this note will be disbursed in
accordance with the disbursement provision identified above and further
described in the additional provisions set forth on the reverse side hereof
which are incorporated herein by this reference.
PRESENTMENT AND NOTICE OF DISHONOR ARE HEREBY WAIVED BY EACH OBLIGOR.
Address: P.O. Box 900, Tallahassee, FL 32302
Name: 2 S Partnership
By: /s/ Robert H. Smith, General Partner
Name:
Credit to:
Maturity Date: December 29, 1996
Treasurer Check Number:
Center Code: 121
Account Number:
Renewal:
Increase: $
Reduction: $
Officer Name: E.T. Summers
Officer Number: 134
Page 15 of 16
<PAGE>
TRUST COMPANY BANK
Center Code:
Loan Operations Department
P.O. Box 4418
Atlanta, Georgia 30302
No.: 37693
Name and Address: 2 S Partnership, P.O. Box 900, Tallahassee, FL 32302-0900
Amount: 20,000 Shs.
Description: Capital City Bank Group, Incorporated, Tallahassee, Florida,
Capital Stock, RNO 2 S Partnership, CTF # 002709.
Receipt of the Collateral listed above is hereby acknowledged
TRUST COMPANY BANK
By: /s/ Sherry Sikes
Center Code: 121
Date: 12/6/94
[STAMP: Owner's Receipt for Collateral Deposited.]
SECURITY AGREEMENT
FOR VALUE RECEIVED, the undersigned (hereinafter individually and collectively
referred to as "Borrower") hereby sells, assigns and transfers to TRUST COMPANY
BANK (hereinafter referred to as "Bank") the securities and instruments
identified hereon, all rights accruing to Borrower in connection with the
ownership thereof, together with all interest, dividends, distributions thereon,
and substitutions therefor, and all securities, instruments and other property
at any time and from time to time purchased with any proceeds thereof, and the
proceeds of all of the foregoing (all the aforementioned property hereinafter
referred to as the "collateral") to secure all existing and future obligations
and indebtedness of Borrower, or any one or more of them, to Bank, whether
individually or jointly with others, and whether direct or indirect, as maker,
endorser, guarantor, surety or otherwise, including 15% of all such obligations
and indebtedness as attorney's fees if collected by or through an attorney at
law.
The Bank may at any time transfer and re-register said collateral into its name
or the name of its nominee, but failure to do shall not be interpreted to be a
waiver of any interest, dividends or distributions thereon or of any rights
accruing to Borrower in connection with the ownership of the collateral.
Should default occur in the payment of principal or interest on an indebtedness
hereby secured when due, or under any note or loan agreement evidencing any such
indebtedness, or should Bank deem itself insecure, then in any such event Bank
may at its option, without notice or demand of any kind, sell or redeem
(irrespective of redemption penalty) said collateral or any part thereof, or
exercise any other remedy or a secured party under the Uniform Commercial Code.
The rights and remedies granted herein are in addition to and not in lieu of any
additional remedies given in any note or other written document evidencing any
obligations or indebtedness of Borrower, or any one or more of them, to the
Bank.
Bank shall have no obligation of duty to collect or to present any of the
collateral for payment, redemption or conversion to another class or type of
security or to exercise any other right whatsoever with respect to the
collateral except pursuant to written instructions from Borrower. Borrower
agrees that Borrower will direct Bank as to specific action to take in the event
the issuer of any security or any other person takes action which will give the
owner of the collateral any choice to make with respect thereto. In the event
Borrower fails to direct Bank as above provided in time to give Bank a
reasonable time to act thereon, the Borrower will have and make no claim against
Bank's action or inaction.
The singular of all words used herein shall be deemed to include the plural.
This Agreement shall be governed and construed in accordance with the laws of
the State of Georgia.
Given under hand and seal on the ____ day of ________, 19 ___.
(SEAL)
(SEAL) Page 16 of 16
