As filed with the Securities and Exchange Commission on September 16, 1999
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
Registration Statement
Under the
Securities Act of 1933
Capital City Bank Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
State of Florida 59-2273542
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
217 N. Monroe Street J. Kimbrough Davis
Tallahassee, Florida 32301 Executive Vice President and
(850) 671-0300 Chief Financial Officer
(Address, Including Zip Code, 217 N. Monroe Street
and Telephone Number, Tallahassee, Florida 32301
Including Area Code of (850) 671-0300
Registrant's Principal (Name, Address, Including
Executive Offices) Zip Code, and Telephone
Number, Including Area Code,
of Agent For Service)
COPIES TO:
Michael V. Mitrione, Esq.
Gunster, Yoakley, Valdes-Fauli & Stewart, P.A.
777 South Flagler Drive
Suite 500 - East Tower
West Palm Beach, Florida 33401
Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ X ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]______________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] ______________
If delivery of this prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount Maximum Maximum
Shares To Be To Be Aggregate Aggregate Amount of
Registered Registered Price Offering Registration
Per Unit(1) Price Fee
Common Stock, 1,279,560 $21.656 $27,710,471.2 $7,703.51
par value $.01
per share
(1) Calculated solely for the purpose of this offering under Rule 457(c)
of the Securities Act of 1933 on the basis of the average of the high
and low selling prices per share of the common stock of Capital City
Bank Group, Inc. on September 14, 1999, as reported by the NASDAQ
National Market.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, as amended, or until this
registration statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a),
may determine.
Subject to Completion, Dated September 16, 1999
PROSPECTUS
1,279,560 Shares
CAPITAL CITY BANK GROUP, INC.
Common Stock
______________________________________
The shareholders named in the table included in the "SHARES
COVERED BY THIS PROSPECTUS" Section of this prospectus, which
begins on page 7, are offering all of the shares of common stock
covered by this prospectus.
The selling shareholders will sell their shares as described
in the "PLAN OF DISTRIBUTION" section, which begins on page 10.
We will not receive any of the proceeds from the sale of shares
of common stock by the selling shareholders.
Our common stock is quoted on the Nasdaq National Market
under the symbol "CCBG". On September 15, 1999, the last
reported sale price for the common stock as reported on the
Nasdaq was $21.625 per share.
______________________________________
This investment involves risk. See "RISK FACTORS" beginning
at page 1.
Neither the Securities and Exchange Commission nor any state
securities commission has determined whether this prospectus is
truthful or complete. Any representation to the contrary is a
criminal offense.
These securities are not savings accounts, deposits or other
obligations of a bank or savings association and are not insured
by the Federal Deposit Insurance Corporation or any other fund or
agency.
______________________________________
The date of this prospectus is __________________, 1999.
PROSPECTUS SUMMARY
This summary is qualified by more detailed information
appearing in other sections of this prospectus. The other
information is important, so please read this entire prospectus
carefully.
Capital City Bank Group is a bank holding company registered
with the Board of Governors of the Federal Reserve System under
the Bank Holding Company Act of 1956. We conduct business
activities through two bank subsidiaries, Capital City Bank, a
Florida chartered commercial bank, and First National Bank of
Grady County, a national bank. As of September 16, 1999, there
were 10,179,138 shares of our common stock outstanding held by
approximately 1,357 holders of record.
On May 7, 1999, Capital City Bank Group purchased Grady
Holding Company. In the acquisition, Grady Holding Company's
subsidiary national bank, First National Bank of Grady County,
merged into our newly formed national bank subsidiary, CCBG
Interim National Bank. Immediately following the merger, the
interim bank changed its name to First National Bank of Grady
County. In this transaction, we issued an aggregate of 1,309,560
shares of Capital City Bank Group common stock in exchange for
all outstanding shares of capital stock of Grady Holding Company
and First National Bank of Grady County. We also agreed to
register for resale the shares we issued. We have prepared this
prospectus and registered the shares offered by the selling
shareholders to comply with this obligation. The selling
shareholders acquired all of the shares of common stock they are
offering under this prospectus in this merger transaction.
The principal executive offices of Capital City Bank Group
are located at 217 North Monroe Street, Tallahassee, Florida
33201, and our telephone number at this address is (850) 671-0300.
RISK FACTORS
An investment in our common stock involves a variety of
risks, including those described below. You should carefully
read and consider these risk factors, together with all of the
other information contained in this prospectus or incorporated by
reference, before you decide whether to purchase shares of our
common stock.
The Banking Industry is Highly Competitive And If We Do Not
Compete Effectively in Our Markets, We Could Loose Market Share
and Our Rate of Growth Could Slow
Capital City Bank and First National Bank of Grady County
compete with other banking institutions on the basis of service,
convenience and, to some extent, price. Changes in laws and
regulations and consumer demands and technological advances
foster added competition from other financial non-bank entities
which are now offering products similar to those traditionally
offered by banks. In general, the banking industry is highly
competitive and competition from bank and non-bank organizations
is expected to continue. Our market is particularly competitive
for both deposits and lending opportunities. In our market area,
we compete with other commercial banks, savings and loan
associations, credit unions, finance companies, mutual funds,
insurance companies, brokerage and investment banking firms, on-
line computer-based financial services providers and various
other non-bank competitors. As a result of this competition, we
may have to increase the rate of interest that we will pay on
deposits, which means that Capital City Bank's and First National
Bank of Grady County's cost of money would be increased and our
net earnings may be reduced. Some of our competitors have
greater financial and other resources and greater lending limits,
and may offer services which we do not provide at this time. Our
profitability depends upon our ability to compete in this market
environment. We cannot now predict to what extent competition
may adversely affect the financial condition and operating
results of Capital City Bank and First National Bank of Grady
County.
If There is a Substantial Deterioration in General Economic
Conditions, Our Results of Operations Would Be Adversely Affected
General economic conditions impact the banking industry.
The credit quality of our loan portfolio necessarily reflects,
among other things, the general economic conditions in the area
in which we conduct our business. Our continued financial
success depends somewhat on factors beyond our control, including
national and local economic conditions, the supply and demand for
investable funds, interest rates and federal, state and local
laws affecting these matters. Any substantial deterioration in
any of the foregoing conditions could have a material adverse
effect on our financial condition and results of operations.
If Interest Rates Increase Substantially and for a Prolonged
Period of Time, Our Results of Operations Would Be Materially
Adversely Affected
Our profitability is dependent to a large extent on our
net interest income, which is the difference between interest
income on interest-earning assets and interest expense on
interest-bearing liabilities. Like most financial institutions,
we are affected by changes in general interest rate levels, which
are currently at relatively low levels, and by other economic
factors beyond our control. In addition, interest rate risk can
result from mismatches between the dollar amount of repricing or
maturing assets and liabilities and is measured in terms of the
ratio of the interest rate sensitivity gap to total assets. Any
substantial and prolonged increase in market interest rates could
adversely affect our operating results.
If We Experience a Significant Amount of Losses on Our Loan
Portfolios, Our Allowance for Loan Losses May Not Be Adequate to
Cover These Losses and Additional Earnings Changes Will Be
Required
Experience in the banking industry indicates that a
portion of our loans will become delinquent, some of which will
require partial or entire charge-off. Despite our underwriting
criteria, losses may be experienced by reason of factors beyond
our control. Some of these factors include changes in market
conditions affecting the value of real estate and problems
affecting the credit of the borrower. We determine the adequacy
of our allowance for loan losses by considering various factors,
including an analysis of the risk characteristics of various
classifications of loans, previous loan loss experience, specific
loans which would have loan loss potential, delinquency trends,
estimated fair value of the underlying collateral, current
economic conditions, the view of our regulators, and geographic
and industry loan concentration. Despite these considerations,
however, our allowance for loan losses may not be adequate if
delinquency levels were to increase as a result of adverse
general economic conditions, especially in Florida and Georgia
where our exposure is greatest. We cannot assure you that our
allowance for loan losses will be adequate to cover actual loan
losses. We also cannot assure you that we will not experience
significant losses in our loan portfolios which may require
significant increases to the allowance for loan losses in the
future. Significant and unexpected additions to our allowance
for loan losses would materially affect our results of operations
in that period.
If Real Estate Prices Decline, the Value of Real Estate
Collateral Securing Our Loans Could Be Negatively Impacted, Which
Could Result in Increased Losses
A significant portion of our loan portfolio consists of
residential and commercial mortgages secured by real estate.
These properties are concentrated in northern and central Florida
and southern Georgia. Real estate values and real estate markets
generally are affected by, among other things, changes in
national, regional or local economic conditions, fluctuations in
interest rates and the availability of loans to potential
purchasers, changes in the tax laws and other governmental
statutes, regulations and policies, and acts of nature. If real
estate prices decline, particularly in Florida or Georgia, the
value of the real estate collateral securing our loans could be
reduced. This reduction in the value of the collateral could
increase the number of nonperforming loans and could have a
material negative impact on our financial performance.
Because Laws Effecting Financial Institutions are Intended to
Protect Depositors, Any Changes in These Laws Could Increase Our
Expenses and Adversely Affect Our Results of Operations
A number of federal, Florida and Georgia statutes and
regulations affecting financial institutions apply to Capital
City Bank Group and our bank subsidiaries. These laws and
regulations are intended to protect depositors, not shareholders.
Any change in applicable laws or regulations may have a material
effect on our business and prospects. We are unable to predict
the nature or the extent of the effect on our business and
earnings that monetary policies, economic control, or new Federal
or state legislation may have in the future.
If Our Board of Directors Does Not Approve a Future Offer to
Acquire Capital City Bank Group, Potential Acquisitions of
Capital City Bank Group Could Be Delayed, Deterred or Inhibited
Our Articles of Incorporation and Bylaws contain a number of
provisions that may delay, deter or inhibit a future acquisition
or change in control of Capital City Bank Group that is not first
approved by our Board of Directors. This could occur even if our
shareholders are offered an attractive value for their shares or
if a substantial number or even a majority of our shareholders
believe the takeover may be in their best interest. These
provisions are intended to encourage any person interested in
acquiring Capital City Bank Group to negotiate with and obtain
approval from our Board of Directors prior to pursuing the
transaction. Provisions that could delay, deter or inhibit a
future acquisition or change in control of Capital City Bank
Group include, among other provisions, the following:
* a staggered Board of Directors that would require
two annual meetings to replace a majority of the board of
directors;
* restrictions on calling special meetings at which
an acquisition or change in control might be brought to
a vote of the shareholders;
* blank check preferred stock that may be issued by
our Board of Directors without shareholder;
* approval and that may be substantially dilutive or
contain preferences or rights objectionable to an acquiror; and
* a poison pill that would substantially dilute the
interest sought by an acquiror.
These provisions could also discourage bids for our common
stock at a premium and cause the market price of our common stock
to decline.
In addition, because the directors and officers of Capital
City Bank Group and their dependants beneficially own 65.26% of
our common stock, such shareholders could deter or prohibit an
acquisition of Capital City Bank Group by voting against the
acquisition.
Year 2000 Issues May Result in a Loss of Revenue or an Increase
in Costs
Many businesses, including financial institutions like
Capital City Bank Group, will face potentially serious issues
associated with the inability of existing data processing
hardware and software to appropriately recognize calendar dates
beginning in the year 2000. The concern is that many software
programs, systems and embedded chips can only distinguish the
final two digits of the year entered and may read entries for the
year 2000 as the year 1900, resulting in these automated systems
malfunctioning or stopping completely. Given our reliance on
data processing systems to maintain customer balances, service
customer accounts and to perform other record-keeping and service-
oriented functions associated with our business, the occurrence
of "Year 2000" problems, if any were to develop, could have a
material impact on our results of operations, liquidity and
financial condition. In 1997, we began the process of
identifying the many software applications and hardware devices
expected to be impacted by the Year 2000 issue. We rely on third
party vendors to provide mission critical information technology
and non-information technology systems. We believe that our
vendors and significant customers are actively addressing the
potential problems associated with the Year 2000 issue. We
cannot assure you, however, that we will not be adversely
affected by the failure of third party vendors or significant
customers to become Year 2000 compliant.
Illiquidity in Our Common Stock May Adversely Affect Your
Investment
Illiquidity means that you may not be able to find a buyer
to purchase your securities readily or at prices that will enable
you to realize a desired profit or loss. Although shares of
Capital City Bank Group are listed on the Nasdaq National Market,
the average daily trading volume may restrict the ability of
shareholders to buy or sell large amounts of stock without
affecting the market price.
If We Fail to Integrate Acquired Companies, Our Expected
Profitability Could Be Reduced
Capital City Bank Group has grown and will likely continue
to grow by acquiring other financial institutions and deposits
from other financial institutions. After an acquisition, such as
the acquisition of Grady Holding Company and First National Bank
of Grady County, we face the challenge of integrating the
acquired company's management, personnel, operations and computer
systems with ours, sometimes without the benefit of key personnel
of the acquired company. We may be unable to integrate the
business we acquire successfully or to achieve the anticipated
benefits from an acquisition in a timely manner, which could lead
to substantial costs incurred as a result. We may also
experience difficulty in maintaining deposit accounts when such
accountholders move deposits to other financial institutions
after an acquisition. Such integration problems could reduce our
expected profitability and prospects for future growth.
FORWARD-LOOKING STATEMENTS
Some of the information in this prospectus contains forward-
looking statements that involve risks and unknown factors.
Forward-looking statements are contained in this section and
other sections of this prospectus (including documents
incorporated by reference; see "INCORPORATION BY REFERENCE"). You
can identify these statements by forward-looking words such as
"may," "will," "expect," "anticipate," "believe," "estimate," and
"continue" or similar words. You should read statements that
contain these words carefully because they:
* discuss our future expectations;
* contain projections of our future results of
operations or of our financial condition; or
* state other "forward-looking" information.
We believe it is important to communicate our expectations to our
investors. However, there may be events in the future that we
are not able to accurately predict or over which we have no
control. The risk factors listed in this section, as well as any
cautionary language in this prospectus, provide examples of
risks, uncertainties and events that may cause our actual results
to differ materially from the expectations we describe in our
forward-looking statements. Before you invest in our common
stock, you should be aware that the occurrence of the events
described in these risk factors and elsewhere in this prospectus
could have a material adverse effect on our business, operating
results and financial condition and, as a result, adversely
affect the market price of our common stock.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other
information with the Securities and Exchange Commission. Those
reports, proxy statements and other information may be obtained:
* At the Public Reference Room of the SEC, Room 1024
-- Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549;
* At the public reference facilities at the SEC's
regional offices located at Seven World Trade Center, 13th Floor,
New York, New York 10048 or Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661;
* From the SEC, Public Reference Room, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;
* At the offices of The Nasdaq Stock Market, Inc.,
Reports Section, 1735 K Street, N.W., Washington, D.C. 20006; or
* From the Internet site maintained by the SEC at
http://www.sec.gov, which contains reports, proxy and information
statements and other information regarding issuers that file
electronically with the SEC.
Some locations may charge prescribed rates or modest fees
for copies. For more information on the public reference rooms,
call the SEC at 1-800-SEC-0330. You can obtain further
information on Capital City Bank Group from our Internet site at
http://www.ccbg.com.
We have filed with the SEC a registration statement on Form
S-3 under the Securities Act of 1933 in respect of the common
stock offered in this prospectus. As permitted by the SEC, this
prospectus, which constitutes a part of the registration
statement, does not contain all of the information contained in
the registration statement. Additional information may be
obtained from the locations described above. Statements contained
in the prospectus concerning the contents of any document are not
necessarily complete, and in each instance, reference is made to
the copy of these documents filed with the SEC as an exhibit to
the registration statement. You should refer to the applicable
documents for all the details.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" the
information we file with them, which means that we can disclose
important information to you by referring to other documents
filed with the SEC. The information incorporated by reference is
considered to be part of this prospectus, and later information
that we file with the SEC will automatically update and supercede
this information. This prospectus is part of the registration
statement that we filed with the SEC. Until the selling
shareholders sell all of the shares of common stock covered by
this prospectus, we incorporate by reference the documents listed
below and any future filings made with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934.
Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999;
* Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999;
* Report on Form 8-K, filed May 20, 1999;
* Report on Form 11-K, filed June 29, 1999;
* Report on Form 8-K, filed September 16, 1999;
* The description of our common stock contained in
our registration statement on Form S-8, as filed with the SEC on
December 23, 1996 (Registration Statement No. 333-18543); and
* Definitive proxy statement on Schedule 14A, filed
April 6, 1999.
You may request a copy of these filings, at no cost, by
writing to us at the following address: Capital City Bank Group,
Inc., 217 North Monroe Street, Tallahassee, Florida 32301,
attention J. Kimbrough Davis, Executive Vice President and Chief
Financial Officer, or telephoning us at (850) 671-0300. Exhibits
to these filings will not be provided unless the exhibits
requested are specifically incorporated by reference into the
document that this prospectus incorporates by reference.
No person is authorized to give any information or to make
any representation other than as contained in this prospectus or
incorporated by reference in connection with this offering. You
should not rely on any unauthorized information or
representation. You should not assume that the information in
this prospectus or any supplement is accurate as of any other
date than the date that appears on the front of this document.
This prospectus does not constitute an offer to exchange or
sell, or a solicitation of an offer to exchange or purchase, the
securities offered by this prospectus in any jurisdiction in
which the sale of these securities, or the offer or solicitation
of an offer relating to these securities is not permitted or
legal.
BUSINESS OF CAPITAL CITY BANK GROUP
Capital City Bank Group and Our Subsidiaries
Capital City Bank Group is a bank holding company registered
with the Board of Governors of the Federal Reserve System under
the Bank Holding Company Act of 1956. We are headquartered in
Tallahassee, Florida, and were incorporated under Florida law in
1982. On June 30, 1999, Capital City Bank Group had consolidated
assets of approximately $1.5 billion, consolidated loans of
approximately $886 million, consolidated deposits of
approximately $1.3 billion, and consolidated shareholders' equity
of approximately $128 million.
We conduct business activities through two bank
subsidiaries, Capital City Bank, a Florida chartered commercial
bank, and First National Bank of Grady County, a national bank.
Capital City Bank and First National Bank of Grady County
together accounted for approximately 99.9% of our consolidated
assets at June 30, 1999, and approximately 100% of our
consolidated net income for the six months ended June 30, 1999.
In addition to our banking subsidiaries, we have five indirect
subsidiaries. Capital City Bank owns four of these subsidiaries,
which are Capital City Trust Company, Capital City Securities,
Inc, Capital City Mortgage Company (which is inactive) and
Capital City Services Company. First National Bank of Grady
County owns the fifth indirect subsidiary, which is First
Insurance Agency of Grady County, Inc.
We offer our customers a variety of services and delivery
channels through Capital City Bank and First National Bank of
Grady County. Capital City Bank operates 44 banking offices, 42
ATMs, and nine Bank 'n Shop locations in 17 counties in northern
and central Florida. First National Bank of Grady County
operates three banking offices and one ATM in one county in
southern Georgia.
The principal executive offices of Capital City Bank Group
are located at 217 North Monroe Street, Tallahassee, Florida
33201, and our telephone number at this address is (850) 671-
0300. Additional information with respect to Capital City Bank
Group and our subsidiaries is included in documents incorporated
by reference in this prospectus. See "WHERE YOU CAN FIND MORE
INFORMATION," on page 4.
Recent Acquisition Activities
On May 7, 1999, Capital City Bank Group completed our
acquisition of Grady Holding Company. In the acquisition, Grady
Holding Company's subsidiary national bank, First National Bank
of Grady County, merged into our newly formed national bank
subsidiary, CCBG Interim National Bank. Immediately following
the merger, the interim bank changed its name to First National
Bank of Grady County. As of March 31, 1999, Grady Holding
Company had consolidated total assets of approximately $112
million, consolidated loans of approximately $92 million,
consolidated deposits of approximately $93 million and
consolidated shareholders' equity of approximately $17 million.
First National Bank of Grady County operates two banking offices
in Cairo, Georgia, and one in Whigham, Georgia. Grady Holding
Company shareholders received 115.885 shares of our common stock
for each share of Grady Holding Company common stock, and First
National Bank of Grady County shareholders (other than Grady
Holding Company) received 21.5 shares of our common stock for
each share of First National Bank of Grady County common stock.
As a result, we issued 1,309,560 million shares of our common
stock for all the shares of Grady Holding Company and First
National Bank of Grady County common stock. The acquisition was
accounted for as a tax-free pooling of interests.
On December 4, 1998, we completed our purchase and
assumption transaction with First Union National Bank and
acquired eight branch facilities which included deposits. We
paid a deposit premium of approximately $16.9 million, and
assumed approximately $219 million in deposits and acquired real
estate. The deposit premium is being amortized over ten years.
On January 31, 1998, we completed our purchase and
assumption transaction with First Federal Savings & Loan
Association of Lakeland, Florida, and acquired five branch
facilities which included loans and deposits. We paid a deposit
premium of $3.6 million, or 6.33%, and assumed $55 million in
deposits and purchased loans equal to $44 million. Four of the
five offices were merged into existing offices of Capital City
Bank. The deposit premium is being amortized over fifteen years.
SHARES COVERED BY THIS PROSPECTUS
The following table sets forth relevant information
regarding the selling shareholders' beneficial ownership of our
common stock as of September 16, 1999. Prior to the effective
time of the acquisition of Grady Holding Company and First
National Bank of Grady County by Capital City Bank Group, no
selling shareholder held any positions or offices or had any
other material relationships with us, or any of our predecessors
or affiliates, during the past three years. Subsequent to the
acquisition, the our Board of Directors elected John B. Wight,
Jr., the former Chairman and President of Grady Holding Company,
as a member of the our Board of Directors. In addition, Charles
M. Stafford is the current President of First National Bank of
Grady County.
Number of Shares
Number of Shares of Common Stock
Name and Address of of Common Stock Which May Be Sold
Beneficial Owner Beneficially Owned Pursuant to
(1) this Prospectus
Karen B. Bishop 1,118 1,118
P.O. Box 117
Calvary, GA 31729
Mark Bishop 1,118 1,118
P.O. Box 119
Calvary, GA 31729
Kay P. Brinkley 1,075 1,075
2556 Old 179 North
Whigham, GA 31797
Charles B. Butler 1,763 1,763
P.O. Box 117
Calvary, GA 31729
Jo Ann Butler 5,418 5,418
P.O. Box 117
Calvary, GA 31729
Louise Wight Byrne 97,653 97,653
518 Bobbin Brook Lane
Tallahassee, FL 32312
Willard H. Chason 4,300 4,300
P.O. Box 774
Cairo, GA 31728
Michael L. Chastain 7,417 7,417
1511 Magnolia Drive NW
Cairo, GA 31728
Emmett E. Cox 4,300 4,300
P.O. Box 125
Whigham, GA 31797
Earl D. Crew or Anne M. 2,150 2,150
Crew
1460 14th Street NW
Cairo, GA 31728
First National Bank of 1,978 1,978
Grady County, Custodian for
Thomas A. Rosser, IRA
P.O. Box 58
Cairo, GA 31728
Diane B. Jones 1,096 1,096
1869 Oakdale Road
Cairo, GA 31728
G. Robert Jones 1,096 1,096
1869 Oakdale Road
Cairo, GA 31728
A. Heywood Mason 430 430
Rt. 2 Box 2406
Tallahassee, FL 32311
Gretchen McKenzie 97,653 97,653
1921 Woodmere Drive
Jacksonville, FL 32210
Ella M. McNair 4,300 4,300
P.O. Box 119
Calvary, GA 31729
Lt. Col. Charles R. 1,763 1,763
McNaughton
P.O. Box 36
Calvary, GA 31729
Francis McNaughton 5,396 5,396
P.O. Box 36
Calvary, GA 31729
Terry S. McRae 1,913 1,913
P.O. Box 238
Cairo, GA 31728
Sally L. Miller 2,150 2,150
31 4th Avenue SW
Cairo, GA 31728
Ellen M. Moo 9,309 9,309
3416 Garden View Way
Tallahassee, FL 32308
Sally W. Murphy 82,653 82,653
3036 Bakers Meadow
Atlanta, GA 30339
Lewis B. Oliver 1,096 1,096
1220 Sutton Mill Road NW
Cairo, GA 31728
Lisa B. Oliver 1,096 1,096
1220 Sutton Mill Road NW
Cairo, GA 31728
Doris C. Poppell 1,505 1,505
737 Clarence M Road
Whigham, GA 31797
J. Richard Porter III 4,300 4,300
P.O. Box 729
Cairo, GA 31728
Elizabeth Wight Quirk 97,653 97,653
3361 Nancy Creek Road NW
Atlanta, GA 30327-2401
Salomon Smith Barney IRA 1,075 1,075
Custodian
Custodian for Michael L.
Chastain, IRA
2906 North Patterson Street
Valdosta, GA 31602
Salomon Smith Barney IRA 2,988 2,988
Custodian
Custodian for Susan M.
Chastain, IRA
2906 North Patterson Street
Valdosta, GA 31602
Thomas A. Rosser 2,322 2,322
P.O. Box 635
Cairo, GA 31728
Charles M. Stafford 50,288 50,288
1473 14th Street NW
Cairo, GA 31728
Jane P. Trulock 3,225 3,225
P.O. Box 51
Whigham, GA 31797
Mary Elizabeth Wight 82,653 82,653
836 Cedar Street
Jacksonville, FL 32207-9999
John B. Wight, Jr. 602,602 602,602
1485 Pine Circle
Cairo, GA 31728
Elizabeth V. Wight 92,708 92,708
1485 Pine Circle
Cairo, GA 31728
(1) The SEC has defined beneficial ownership to
include sole or shared voting or investment power
with respect to a security or right to acquire
beneficial ownership of a security within 60 days.
Unless otherwise indicated, all shares are held
with sole voting and investment power.
USE OF PROCEEDS
Capital City Bank Group will not receive any proceeds from
the sale of our common stock by the selling shareholders. See
"SHARES COVERED BY THIS PROSPECTUS."
PLAN OF DISTRIBUTION
The selling shareholders may offer for sale the Capital City
Bank Group common stock covered by this prospectus. In the
merger agreement for the acquisition of Grady Holding Company and
First National Bank of Grady County, we agreed to file with the
SEC a registration statement under the Securities Act of 1933 and
maintain its effectiveness until May 7, 2000, the first
anniversary of the closing date of the merger. Under the terms
of the merger agreement, we have agreed to pay all expenses
incurred in connection with the registration of the shares of our
common stock being sold by the selling shareholders, except we
will not pay any selling commissions or underwriting discounts
relating to the sale of the shares.
The selling shareholders or their pledgees, donees,
transferees or other successors may sell the shares offered under
this prospectus from time to time. These sales may be made:
* in transactions (which may include block sales) on
the Nasdaq National Market or any other national securities
exchange or automated interdealer quotation system on which
shares of Capital City Bank Group common stock are then listed,
* in negotiated transactions, or
* through a combination of the methods of sale
described above, at fixed prices, that may be changed, at market
prices prevailing at the time of sale, at prices related to
prevailing market prices, or at negotiated prices.
The selling shareholders and other sellers may sell the
shares offered under this prospectus directly to purchasers or
through underwriters, agents or broker-dealers by one or more of
the following means:
* ordinary brokerage transactions and transactions
in which the broker solicits purchasers;
* purchases by a broker or dealer as principal and
resale by that broker or dealer for its account under this
prospectus;
* a block trade in which the broker or dealer so
engaged will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the
transaction;
* an exchange distribution in accordance with the
rules of the exchange or automated interdealer quotation system
on which the common stock is then listed; and
* the writing of options on the shares.
Any underwriters, agents or broker-dealers involved in the
distribution of the shares may receive compensation in the form
of discounts, concessions or commissions from the selling
shareholders and/or the purchasers of the shares for which such
underwriters, agents or broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to
an underwriter, agent or particular broker-dealer will be
negotiated prior to the sale and may be in excess of customary
compensation). If required by applicable law at the time a
particular offer of shares is made, the terms and conditions of
that transaction will be set forth in a supplement to this
prospectus.
The selling shareholders and any underwriters, agents or
broker-dealers who act in connection with the sale of the shares
under this prospectus may be deemed to be "underwriters" within
the meaning of Section 2(11) of the
Securities Act of 1933, and any compensation received by them
might be deemed to be underwriting discounts and commissions
under the Securities Act of 1933.
The selling shareholders have agreed to indemnify Capital
City Bank Group against various liabilities in connection with
the offering of our common stock pursuant to this prospectus,
including liabilities arising under the Securities Act of 1933.
In addition, we have agreed to indemnify the selling shareholders
against various liabilities in connection with the offering of
our common stock pursuant to this prospectus, including
liabilities arising under the Securities Act of 1933.
This prospectus may be amended and supplemented from time to
time to describe a specific plan of distribution. In addition,
any securities covered by this prospectus which qualify for sale
pursuant to Rule 144 and Rule 145 or any other exemption from
registration under the Securities Act of 1933 may be sold under
such exemption rather than pursuant to this prospectus.
DESCRIPTION OF CAPITAL STOCK
The following summary description of the rights of the
holders of Capital City Bank Group common stock and preferred
stock is qualified in its entirety by reference to our Articles
of Incorporation and Bylaws, the Florida Business Corporation
Act, and other applicable law.
Number of Shares; Par Value
Capital City Bank Group's Articles of Incorporation
authorize the issuance of 90,000,000 shares of common stock, par
value $.01 per share, and 3,000,000 shares of preferred stock,
par value $.01 per share. As of September 16, 1999, there were
10,179,143 shares of common stock and no shares of preferred
stock issued and outstanding, excluding shares available for
issuance under our stock option plans.
Voting Rights
Except as otherwise required by law or as may be provided by
the resolutions of the Board of Directors authorizing the
issuance of any class or series of Capital City Bank Group
preferred stock, all rights to vote and all voting power is
vested exclusively in the holders of the our common stock. Each
holder of our common stock is entitled to cast one vote for each
share held of record on all matters submitted to a vote of
shareholders. Shareholders have no cumulative voting rights in
any matters coming before them for a vote, including the election
of directors.
Dividends
Subject to the rights of any Capital City Bank Group
preferred stock designated by the Board of Directors, all shares
of our common stock are entitled to share equally in dividends
from funds legally available therefor, when, as and if declared
by the Board of Directors. Our ability to declare and pay
dividends will depend on a large extent on our receipt of
dividends from Capital City Bank and First National Bank of Grady
County, as well as on future earnings, results of operations,
financial position, capital requirements and capital needs of
bank subsidiaries, tax considerations and general economic
conditions. The regulatory requirements that apply to us and our
bank subsidiaries may also govern payment of dividends.
Staggered Board
The Articles of Incorporation of Capital City Bank Group
provide that our Board of Directors is to be divided into three
classes of directors. These classes shall be as nearly equal in
number as is possible with the terms of all members of one class
expiring each year. Successors to the class of directors whose
term has then expired are chosen for a full term of three years.
Preemptive Rights
Neither our common stock nor any other class of our
securities has any preemptive rights to subscribe for and
purchase a proportionate share of any additional stock issued by
us. There are no conversion, redemption, or sinking fund
provisions applicable to our common stock.
Liquidation Rights
Upon liquidation or dissolution of Capital City Bank Group,
whether voluntary or involuntary, and after the holders of any of
our preferred stock have been paid the amount they are entitled
to receive or sufficient amounts are set aside for this purpose,
holders of our common stock will have the right to share equally
in our assets available for distribution to shareholders.
Appraisal Rights
Under Florida law, dissenters' rights of appraisal are
available to shareholders in the case of some mergers or
consolidations. Shareholders must follow detailed procedures as
set forth in the statute in order to perfect their dissenters'
rights of appraisal.
Transfer Agent
The Transfer Agent for the Capital City Bank Group common
stock is American Stock Transfer & Trust Company.
Anti-Takeover Provisions
Our Articles of Incorporation and Bylaws contain certain
provisions designed to assist our Board of Directors in playing a
role if any group or person attempts to acquire control of
Capital City Bank Group so that the Board of Directors can
protect the interests of Capital City Bank Group and our
shareholders under the circumstances. These provisions may help
the Board of Directors determine that a sale of control is in the
best interests of our shareholders, or enhance the Board of
Directors' ability to maximize the value to be received by the
shareholders upon a sale of control of Capital City Bank Group.
In addition, William G. Smith, Jr., our President and Chief
Executive Officer, beneficially owns 27.22% of our outstanding
common stock which could have the effect of deterring takeover
proposals.
Although our management believes that these provisions are
beneficial to our shareholders, they also may tend to discourage
some takeover bids. As a result, our shareholders may be
deprived of opportunities to sell some or all of their shares at
prices that represent a premium over prevailing market prices.
On the other hand, defeating undesirable acquisition offers can
be a very expensive and time-consuming process. To the extent
that these provisions discourage undesirable proposals, we may be
able to avoid those expenditures of time and money.
These provisions also may discourage open market purchases
by a company that may desire to acquire us. Those purchases may
increase the market price of our common stock temporarily, and
enable shareholders to sell their shares at a price higher than
that they might otherwise obtain. In addition, these provisions
may decrease the market price of our common stock by making the
stock less attractive to persons who invest in securities in
anticipation of price increases from potential acquisition
attempts. The provisions also may make it more difficult and
time-consuming for a potential acquiror to obtain control of
Capital City Bank Group through replacing the Board of Directors
and management. Furthermore, the provisions may make it more
difficult for our shareholders to replace the Board of Directors
or management, even if a majority of the shareholders believe
that replacing the Board of Directors or management is in the
best interests of Capital City Bank Group. Because of these
factors, these provisions may tend to perpetuate the incumbent
Board of Directors and management.
LEGAL MATTERS
The validity of the securities offered hereby will be passed
upon for us by Gunster, Yoakley, Valdes-Fauli & Stewart, P.A.,
West Palm Beach, Florida.
EXPERTS
The financial statements and schedules incorporated by
reference in this prospectus and elsewhere in the registration
statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority
of said firm as experts in giving said reports.
DISCLOSURE OF SEC POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The Florida Business Corporation Act grants each corporation
organized under that Act the power to indemnify its officers,
directors, employees and agents on certain conditions against
liabilities arising out of any action or proceeding to which any
of them is a party by reason of being an officer, director,
employee or agent of that corporation. Our Articles of
Incorporation also provide for the indemnification, to the
fullest extent permitted by Florida law, of these individuals.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling Capital City Bank Group pursuant to our
Articles of Incorporation, Bylaws and the Florida Business
Corporation Act, we have been informed that in the opinion of the
Securities and Exchange Commission such indemnification in these
cases is against public policy as expressed in the Securities Act
of 1933 and is therefore unenforceable.
We have not authorized any dealer, salesperson or any other
person to give you written information other than this prospectus
or to make representations as to matters not stated in this
prospectus. You must not rely on unauthorized information. This
prospectus is not an offer to sell these securities or our
solicitation of your offer to buy the securities in any
jurisdiction where that would not be permitted or legal. Neither
the delivery of this prospectus nor any sale made under this
prospectus shall create an implication that the information
contained in this prospectus or the affairs of Capital City Bank
Group have not changed since the date of this prospectus.
Page
Prospectus Summary 1
Risk Factors 1
Forward-Looking Statements 4
Where You Can Find More Information 4
Incorporation by Reference
Business of Capital City Bank Group 6
Shares Covered by this Prospectus 7
Use of Proceeds 9
Plan of Distribution 10
Description of Capital Stock 11
Legal Matters 12
Experts 12
Disclosure of SEC Position on Indemnification
for Securities Act Liabilities 13
1,279,560 SHARES
CAPITAL CITY BANK GROUP, INC.
COMMON STOCK
TABLE OF CONTENTS
PROSPECTUS
____________________, 1999
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
SEC Registration $ 7,703.51
NASDAQ National Market Filing Fee 0
Transfer Agent and Registrar 0
Legal Fees and Expenses 15,0000.00
Accounting Fees and Expenses 5,000.00
NASD and Blue Sky Qualification Fees and Expenses 0
Miscellaneous 0
Total $ 27,703.51
Item 15. Indemnification of Directors and Officers.
The Florida Business Corporation Act (the "FBCA") grants
each corporation organized thereunder the power to indemnify its
officers, directors, employees and agents on certain conditions
against liabilities arising out of any action or proceeding to
which any of them is a party by reason of being such officer,
director, employee or agent. The FBCA permits a Florida
corporation, with the approval of its shareholders, to include
within its articles of incorporation a provision eliminating or
limiting the personal liability of its directors to such
corporation or its shareholders for monetary damages resulting
from certain breaches of the directors' fiduciary duty of care,
both in suits by or on behalf of the corporation and in actions
by shareholders of the corporation.
Capital City Bank Group, Inc.'s ("CCBG") Articles of
Incorporation and Bylaws include provisions which allow CCBG to
take advantage of such provision of the FBCA. The CCBG Articles
of Incorporation and Bylaws also provide for the indemnification,
to the fullest extent permitted by the FBCA, of officers and
directors of CCBG. CCBG currently maintains policies of
insurance under which the directors and officers of CCBG are
insured, within the limits and subject to the limitations of the
policies, against specified expenses in connection with the
defense of actions, suits or proceedings to which they are
parties by reason of being or having been such directors or
officers.
Item 16. List of Exhibits.
NUMBER DESCRIPTION OF EXHIBIT
5 Opinion of Gunster, Yoakley, Valdes-
Fauli & Stewart, P.A. regarding the legality
of the securities being offered hereby
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A.
(Included as part of the opinion contained in Exhibit 5 herein)
24 A power of attorney where various
individuals authorize the signing of their
names to any and all amendments to this
registration statement and other documents
submitted in connection herewith is contained
on the first page of the signature pages
following Part II of this registration
statement
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-
effective amendment to this registration
statement:
(i) To include any prospectus
required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the
prospectus any facts or events arising
after the effective date of the
registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the
registration statement. Notwithstanding
the foregoing, any increase or decrease
in volume of securities offered (if the
total dollar value of securities offered
would not exceed that which was
registered) and any deviation from the
low or high end of the estimated maximum
offering range may be reflected in the
form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and
price represent no more than a 20
percent change in the maximum aggregate
offering price set forth in the
"Calculation of Registration Fee" table
in the effective registration statement;
and
(iii) To include any
material information with respect to the
plan of distribution not previously
disclosed in the registration statement
or any material change to such
information in the registration
statement.
(2) That, for the purpose of
determining any liability under the
Securities Act of 1933, each such post-
effective amendment shall be deemed to be a
new registration statement relating to the
securities offered therein, and the offering
of such securities at that time shall be
deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by
means of a post-effective amendment any of
the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability
under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling
persons of the registrant pursuant to the
provisions described under Item 15 above, or
otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange
Commission such indemnification is against public
policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event
that a claim for indemnification against such
liabilities (other than the payment by the
registrant of expenses incurred or paid by a
director, officer or controlling person of the
registrant in the successful defense of any
action, suit or proceeding) is asserted by such
director, officer or controlling person in
connection with the securities being registered,
the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling
precedent, submit to a court of appropriate
jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe it meets all the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Tallahassee, State of Florida, on the 16th day of September,
1999.
Capital City Bank Group, Inc.
By: /s/ William G. Smith, Jr.
William G. Smith, Jr., President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints J. Kimbrough
Davis and William G. Smith, Jr., or either one of them (with full
power to act alone), his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign and execute on behalf of the
undersigned any and all amendments to this registration
statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection
with any such amendments, as fully to all intents and purposes as
he or she might or could do in person, and does hereby ratify and
confirm all that said attorneys-in-fact and agents, or their
respective substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
President, Chief Executive
/s/ William G. SMith, Jr. Officer and Director September 16, 1999
William G. Smith, Jr. (Principal Executive Officer)
Executive Vice President and
/s/ J. Kimbrough Davis Chief Financial Officer September 16, 1999
J. Kimbrough Davis (Principal Financial and
Accounting Officer)
/s/ DuBose Ausley Chairman of the Board September 16, 1999
DuBose Ausley and Director
/s/ Thomas A. Barron Director September 16, 1999
Thomas A. Barron
/s/ Cader B. Cox, III Director September 16, 1999
Cader B. Cox, III
/s/ John K. Humphress Director September 16, 1999
John K. Humphress
/s/ Lina S. Knox Director September 16, 1999
Lina S. Knox
/s/ Payne H. Midyette, Jr. Director September 16, 1999
Payne H. Midyette, Jr.
/s/ Godfrey Smith Director September 16, 1999
Godfrey Smith
/s/ John B. Wight, Jr. Director September 16, 1999
John B. Wight, Jr.
EXHIBIT INDEX
NUMBER DESCRIPTION OF EXHIBIT
5 Opinion of Gunster, Yoakley, Valdes-Fauli &
Stewart, P.A. regarding the legality of the
securities being offered hereby
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Gunster, Yoakley, Valdes-Fauli &
Stewart, P.A. (Included as part of the opinion
contained in Exhibit 5 herein)
24 A power of attorney where various individuals
authorize the signing of their names to any and
all amendments to this registration statement and
other documents submitted in connection herewith
is contained on the first page of the signature
pages following Part II of this registration
statement
EXHIBIT 5
OPINION OF GUNSTER, YOAKLEY, VALDES-FAULI & STEWART, P.A.
Our File Number: 11221.00001
Writer's Direct Dial Number: (561) 650-0553
September 16, 1999
Board of Directors
Capital City Bank Group, Inc.
217 Monroe Street
Tallahassee, Florida 32301
Re: Capital City Bank Group, Inc.
Registration Statement on Form S-3
1,279,560 Shares of Common Stock
Ladies and Gentlemen:
We have acted as special counsel to Capital City Bank Group,
Inc., a Florida corporation (the "Company"), in connection with
the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a
Registration Statement on Form S-3 (the "Registration Statement")
relating to the registration by the Company of an aggregate of
1,279,560 shares of the Company's common stock, $.01 par value
per share (the "Shares"). The Shares were issued by the Company
pursuant to that certain Agreement and Plan of Merger (the
"Merger Agreement"), dated as of February 11, 1999, by and among
the Company, Grady Holding Company and First National Bank of
Grady County.
In connection with the offering of the Shares, we have examined,
among other things, such state laws and executed originals and/or
photostatic copies, certified or otherwise identified to our
satisfaction as being true copies of such documents, certificates
and records as we deemed necessary and appropriate for the
purpose of preparing this opinion letter. As to various
questions of fact material to this opinion letter, where relevant
facts were not independently established, we have relied upon
statements of officers of the Company.
We have assumed the authenticity of all documents submitted to us
as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and
the authenticity of the originals of such copies. We have
assumed that all signatories were and are legally competent to
execute and deliver the documents executed by each of them.
Based upon and subject to the foregoing, and in reliance thereon,
and subject to the qualifications hereinafter expressed, we are
of the opinion that the Shares are duly authorized, validly
issued, fully paid, and nonassessable.
We hereby consent to the inclusion of this opinion letter as part
of the Registration Statement. In giving this consent, we do not
thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities
and Exchange Commission promulgated thereunder.
We are members of the Bar of the State of Florida and do not
herein express any opinion as to matters governed by the laws of
any jurisdiction other than the internal laws of the State of
Florida (without reference to the choice-of-law or
conflict-of-law provisions, principles or decisions under Florida
law, or under any other state, Federal or foreign law); and we
have assumed compliance with all other laws, including, without
limitation, Federal, foreign and other states' laws.
Our opinions are limited to the specific issues addressed and are
limited in all respects to laws and facts existing on the date
hereof. By rendering our opinion letter, we do not undertake to
advise you of any changes in such laws or facts which may occur
or come to our attention after the date hereof.
The foregoing opinions are furnished to you at your request, are
solely for your benefit and may not be relied upon by any other
party without the prior written consent of a shareholder of this
law firm.
Respectfully submitted,
GUNSTER, YOAKLEY, VALDES
- -FAULI & STEWART, P.A.
By: /s/ Michael V. Mitrione
Michael V. Mitrione
Vice President
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated May 7, 1999 included in Capital City Bank Group,
Inc.'s Form 8-K dated September 16, 1999 and to all references to
our Firm included in this registration statement. Our report
dated February 11, 1999 included in Capital City Bank Group,
Inc.'s Form 10-K for the year ended December 31, 1998 is no
longer appropriate since restated financial statements have been
presented giving effect to a business combination accounted for
as a pooling-of-interests.
ARTHUR ANDERSEN LLP
Jacksonville, Florida
September 16, 1999
