UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Capital City Bank Group, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
139 74 105
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(CUSIP Number)
J. Kimbrough Davis
P.O. Box 11248
Tallahassee, Florida 32302-3248
(850) 671-0300
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 31, 2000
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(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(e), 13d-1(f) or 13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be
sent.
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 (the "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).
<PAGE>
SCHEDULE 13D
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CUSIP No. 139 74 105 Page 2 of 4 Pages
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1 NAMES OF REPORTING PERSONS Patricia L. Smith
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
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NUMBER OF 7 SOLE VOTING POWER 160,146.6
SHARES ---------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY ---------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 160,146.6
REPORTING ---------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 160,146.6
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
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14 TYPE OF REPORTING PERSON* IN
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<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 amends and supplements the Statement
on Schedule 13D originally filed with the Commission on May 5,2000,
and all subsequent amendments. The items of the Schedule 13D referred
to below are amended and supplemented by the addition of the information
indicated.
Item 4. Purpose of Transaction is amended in full to read as follows:
----------------------
See response to Item 3 above.
On May 31, 2000, Patricia L. Smith sold 1,166,206 shares
of CCBG Common Stock to her sons William G. Smith, Jr. and
Robert H. Smith in a privately negotiated transaction for
total consideration of $16,837,099.00, or approximately
$14.4375 per share. The price per share paid for these
shares was based on an independent valuation reflecting,
among other things, restrictions that would be imposed
under the federal securities laws on the sale of these
shares in the market.
There are no plans or proposals by Patricia L. Smith to
take any of the actions listed in Item 4(a)-(j).
Item 5. Interest in Securities of the Issuer is amended in full
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to read as follows:
a.-b. As of May 31, 2000, Patricia L. Smith
beneficially owned 160,146.6 shares of CCBG Common
Stock. This amount equals approximately 1.6% of the
outstanding shares of the Issuer, based on the shares
outstanding as of April 30, 2000 (as reported in the
Issuer's Form 10-Q filed with the SEC on May 15,
2000). Patricia L. Smith has sole voting and
investment power with respect to all such 160,146.6
shares of CCBG Common Stock.
c. Not applicable.
d. Not applicable.
e. On May 31, 2000, Mrs. Smith ceased to be the
beneficial owner of more than five percent (5%) of
the CCBG Common Stock.
Item 7. Material to be Filed as Exhibits is amended by adding
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the following at the end thereof.
Stock Purchase Agreement dated April 24, 2000, by and among
Patricia L. Smith , William G. Smith, Jr. and Robert H. Smith
(without exhibits).
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: June 19, 2000
/s/ Patricia L. Smith
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Patricia L. Smith
<PAGE>
STOCK PURCHASE AGREEMENT
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THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and
entered into as of April 24, 2000, by and among Patricia L. Smith
("Seller") and William G. Smith ("WGS") and Robert H. Smith
("RHS"). Herein, WGS and RHS are referred to individually as a
"Purchaser," and collectively as the "Purchasers."
PREAMBLE
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The Seller holds 1,166,206 shares of Capital City Bank
Group, Inc., a Florida corporation (the "Company"), common stock
(the "Shares").
The Seller desires to sell to each of the Purchasers, and
each of the Purchasers desires to purchase, fifty percent (50%)
of the Shares in consideration of a promissory note in the form
of Exhibit A hereto.
The acquisition of the Shares by each Purchaser will result
in each of them owning in excess of ten percent (10%) of the
Company's outstanding Shares; and each of the Purchasers may,
therefore, be required to secure regulatory approval or determine
that no such approval is required to acquire the Shares (the
"Approval").
The Seller and the Purchasers have determined that it is in
their respective interests to enter into this Agreement, and to
sell and purchase, respectively, the Shares subject to each
Purchaser's receipt of the Approval, and until the Approval is
obtained, the Shares and the promissory notes representing the
purchase price therefor will be placed in an escrow account with
Capital City Trust Company (the "Escrow Account"), pursuant to
the terms of the Escrow Agreement, a copy of which is attached
hereto as Exhibit B.
NOW, THEREFORE, in consideration of the premises, and the
mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Seller and each of the Purchasers, intending to
be legally bound, agree as follows:
1. Sale of Shares.
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Subject to the terms and conditions set forth in this
Agreement and in consideration for the conveyance and transfer of
the Shares to the Purchasers, the Purchasers shall each pay to
Seller cash in the amount of $1,146,000.00 and issue a promissory
note in substantially the form attached hereto as Exhibit A
(collectively, the "Notes"), the total amount of the purchase
being equal to $14.4375 per share multiplied by the number of
Shares to be acquired by such Purchaser (the "Purchase Price").
It is understood and agreed that as soon as permitted by the
Approval of either or both Purchasers, all Shares that may be
acquired pursuant to such Approval shall be released from the
Escrow Account and the Note(s) in the respective amounts equal to
the Purchase Price for the Shares transferred shall be released
and delivered to the Seller, and the Seller shall cause and
direct the Company's transfer agent to transfer such Shares to
the applicable Purchaser(s) and issue certificates representing
such Shares in the appropriate amounts and names. The Seller
shall have the right to retain a perfected security interest in
the shares.
2. Escrow Account.
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Pending receipt of the Approval, the Seller shall deposit
the stock certificates representing the Shares, and the
Purchasers shall deposit the cash and Note, in the Escrow
Account.
3. Federal Reserve Approval.
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Prior to the receipt of the Approvals, the Seller shall
remain the sole owner of the Shares, and shall retain all rights
(i) to vote such Shares, (ii) to receive dividends and other
distributions on the Shares, and (iii) all other incidents of
ownership, and the possession of the Shares shall remain with the
Escrow Agent.
4. Representations of the Seller.
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The Seller hereby represents and warrants as follows:
(a) the Seller is the sole owner of the Shares, free and
clear of any and all liens, charges, pledges, encumbrances,
agreements, options, proxies, claims, rights and other interests
of any nature whatsoever (collectively, "Liens"). The delivery
to the respective Purchaser of the certificates representing the
Shares will transfer to the Purchasers valid title thereto, free
and clear of any and all Liens, and whereupon the respective
Purchaser will be the sole owner of the Shares;
(b) the Seller has the absolute and unrestricted right,
power, authority and capacity to execute and deliver this
Agreement and to perform the Seller's obligations under this
Agreement, and this Agreement represents a legal, valid and
binding obligation upon the Seller; and
(c) neither the execution and delivery of this Agreement
nor the performance by the Seller of her obligations hereunder
will constitute or result in the breach of any term, condition or
provision of, or constitute a default under, or give rise to any
right of termination, cancellation or acceleration with respect
to, any agreement or other instrument or obligation to which the
Seller is subject, or will violate any order, writ, injunction,
statute, rule or regulation applicable to the Seller.
5. Representations of the Purchasers.
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Each Purchaser hereby represents and warrants that he will
use all reasonable efforts to obtain all regulatory approvals or
consents, including the Approval, which are necessary or
appropriate to each Purchaser's acquisition of the Shares.
6. Miscellaneous.
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(a) This Agreement shall be governed and construed in accordance
with the laws of the State of Florida.
(b) This Agreement contains the entire agreement between
the parties with respect to the subject matter hereof, and
supersedes all prior agreements, arrangements or understandings
(written or otherwise) with respect to such subject matter and no
representation or warranty, oral or written, express or implied,
has been made by or relied upon by any party hereto, except as
expressly contained herein.
(c) This Agreement shall be binding upon and inure to the
benefit of the undersigned and their respective successors, permitted
assigns, heirs and personal and legal representatives.
(d) This Agreement may not be modified, amended or
rescinded except by the written agreement of the undersigned, it
being the express understanding of the undersigned that no term
hereof may be waived by the action, inaction or course of
delaying by or between the undersigned, except in strict
accordance with this paragraph, and further that the waiver of
any breach of this Agreement shall not constitute or be construed
as the waiver of any other breach of the terms hereof.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement on the day and year first above written.
WITNESSES: SELLER:
/s/ Ossie M. Jackson /s/ Patricia L. Smith
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Patricia L. Smith
/s/ John K. Humphress
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PURCHASERS:
/s/ Emily G. Groom /s/ William G. Smith, Jr.
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William G. Smith, Jr.
/s/ Cleo G. Gay
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/s/ Robert H. Smith
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Robert H. Smith
