UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)
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)
December 20, 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
box.
Check the following box 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.)
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).
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SCHEDULE 13D
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William G. Smith, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
274,878
8 SHARED VOTING POWER
702,626
9 SOLE DISPOSITIVE POWER
274,878
10 SHARED DISPOSITIVE POWER
702,626
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
977,504
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
6,061
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.89%
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14 TYPE OF REPORTING PERSON*
IN
This Amendment 18 to Schedule 13D relating to the common stock, $.01 par
value per share (the "Common Stock"), of Capital City Bank Group, Inc. (the
"Issuer"), is being filed to report (i) the appointment of William G. Smith,
Jr. (the "Reporting Person") as the attorney-in-fact of William G. Smith,
granting the Reporting Person voting and dispositive power over all shares of
Issuer Common Stock owned by William G. Smith (the "William G. Smith Power of
Attorney"); (ii) the appointment of the Reporting Person voting and
dispositive power over 400 shares of Issuer Common Stock held respectively by
each trust; and (iii) the receipt by the Reporting Person of 7,500 shares of
Issuer Common Stock pursuant to a certain Issuer benefit plan.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock, $.01 par value per share (the
"Common Stock"), of Capital City Bank Group, Inc. (the "Issuer"). The
principal executive offices of the Issuer are located at 217 North Monroe
Street, Tallahassee, Florida 32301.
ITEM 2. IDENTITY AND BACKGROUND
a. This statement is being filed by Mr. William G. Smith, Jr. (the
"Reporting Person")
b. 217 North Monroe Street, Tallahassee, Florida 32301
c. President/Director, Capital City Bank Group, Inc. (See Item 1 above for
address)
d. Not applicable
e. Not applicable
f. U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONDITIONS
On December 20, 1996, William G. Smith executed a Durable Power of Attorney
in favor of the Reporting Person, granting the Reporting Person voting and
dispositive power over the 499,514 shares of Issuer Common Stock owned by
William G. Smith (the "William G. Smith Power of Attorney"). On December 31,
1996, the Reporting Person became a co-trustee of The JWS Trust, The WGS III
Trust, The VAS Trust and The WHS Trust, granting the Reporting Person voting
and dispositive power over 400 shares of Issuer Common Stock received by the
Reporting Person on December 22, 1996 pursuant to that certain Issuer benefit
plan.
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ITEM 4. PURPOSE OF TRANSACTION
See Item 3 above. The Reporting Person has no plans or proposals which
relate to or would result in:
a. The acquisition or disposition of securities of the Issuer except as
otherwise disclosed herein;
b. An extraordinary corporate transaction such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries;
c. The sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
d. Any change in the present Board of Directors or management of the Issuer,
including any plans or proposals that change the number or term of the
directors or to fill any existing vacancies on the Board;
e. Any material change in the present capitalization or dividend policy of
the Issuer;
f. Any material change in the Issuer's business or corporate structure;
g. Changes in the Issuer's articles of incorporation, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition or
control of the Issuer by any person;
h. Causing a class of securities of the Issuer to be delisted from a national
securities exchange or cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
i. A class of equity securities of the Issuer becoming eligible for
termination pursuant to Section 12(g)(4) of the Securities and Exchange Act
of 1934; or
j. Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Number of Percentage
Shares Ownership
William G. Smith, Jr. 257,561 8.93%
Paula P. Smith (wife) 5,376(1) *
William G. Smith, Jr. as Custodian
for Jennifer Wilson Smith UGMAFL 8,294 *
William G. Smith, Jr. as Custodian
for William Godfrey Smith, III
UGMAFL 8,294 *
The JWS Trust 400 *
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The WGS III Trust 400 *
The VAS Trust 400 *
The WHS Trust 400 *
The William Godfrey Smith Trust 90,000 3.12%
Capital City First National Bank as
Custodian for William G. Smith, Jr.
IRA 729 *
Capital City First National Bank as
Custodian for Paula P. Smith, IRA 685(1) *
William G. Smith Power of Attorney 499,514 17.32%
2 S Partnership 111,512(2) 3.87%
983,565 34.10%
*Less than 1%
(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, the Reporting Person may be deemed to be a beneficial owner of
6,061 (5,376 + 685) shares held by his wife, Paula P. Smith. Neither the
filing of this statement nor any of its contents shall be deemed to be an
admission that the Reporting Person is the beneficial owner of Common Stock
held by his wife.
(2)As described in Amendment 17 to this Schedule 13D and incorporated by
reference herein.
b. The Reporting Person possesses sole voting and dispositive power with
respect to 274,878 shares of Issuer Common Stock beneficially owned by him.
With respect to the remaining shares of Issuer Common Stock beneficially
owned by the Reporting Person, he shares voting and/or dispositive power
with respect to (i) the 1,600 shares in The JWS Trust, The WGS III Trust,
The VAS Trust and The WHS Trust, (ii) the 90,000 shares in The William
Godfrey Smith Trust, (iii) the 499,514 shares represented by the William G.
Smith Power of Attorney and (iv) the 111,512 shares in the 2 S Partnership
with Robert Hill Smith, Vice President, Capital City Bank Group, Inc., 217
N. Monroe Street, Tallahassee, Florida 32302. He has no voting or
investment power with respect to the 6,061 shares held by his wife. Mr.
Smith disclaims beneficial ownership of 6,061 shares held by his wife.
c. See Item 3 above.
d. William G. Smith has the right to receive any dividends from, or
proceeds from the sale of, the 499,514 shares of Issuer Common Stock
reported in Item 3 above.
e. Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUERS
There are no contracts, arrangements, understandings or relationships
between the Reporting Person and any person with respect to any securities
of the Issuer other than (a) the instruments appointing the Reporting Person
custodian of the 8,294 shares of Issuer Common Stock owned respectively by
William G. Smith, III and Jennifer W. Smith, (b) the instruments appointing
the Reporting Person a co-trustee of the 400 shares of Issuer Common Stock
held respectively by The JWS Trust, The WGS III Trust, The VAS
shares of Issuer Common Stock held in The William Godfrey Smith Trust,
(d) the instruments under which the Reporting Person shares voting power
with respect to the 111,512 shares of Issuer Common Stock owned by the
2 S Partnership and (e) the William G. Smith Power of Attorney (see Item 3
above).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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
/s/William G. Smith, Jr.
13D.ASC
