UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 3, 2005
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CAPITAL CITY BANK GROUP, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-13358 59-2273542
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
217 North Monroe Street, Tallahassee, Florida 32301
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (850) 671-0300
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
CAPITAL CITY BANK GROUP, INC.
FORM 8-K
CURRENT REPORT
Item 1.01. Entry into a Material Definitive Agreement.
On February 4, 2005, Capital City Bank Group, Inc. (the "Registrant")
announced the execution of an Agreement and Plan of Merger, dated February 3,
2005 (the "Merger Agreement"), by and among the Registrant, First Alachua
Banking Corporation, a Florida corporation ("FABC"), and First National Bank
of Alachua, a national bank ("First National"), under which the Registrant
will acquire FABC (the "Holding Company Merger"). Immediately subsequent to
the Holding Company Merger, FABC's banking subsidiary, First National, will
be merged with and into the Registrant's banking subsidiary, Capital City
Bank, a Florida chartered commercial bank ("CCB") (together with the Holding
Company Merger, the "Mergers").
Under the Merger Agreement, subject to certain potential adjustments, FABC
shareowners will receive $2,847.04 in cash and 71.176 shares of the
Registrant's common stock for each of the 10,186 shares of FABC common stock
issued and outstanding (subject to certain exceptions) plus cash in lieu of any
fractional share interests. Based on the Registrant's closing market price on
Nasdaq on February 2, 2005, this cash and stock combination equaled aggregate
consideration of $58.2 million. The total consideration to be paid to the FABC
shareowners may be reduced if an audit of the FABC financial statements
determines that audit adjustments must be made to the FABC financial statements
to comply with Generally Accepted Accounting Principles.
Consummation of the Mergers is subject to a number of customary
conditions, including, but not limited to, (i) the approval of the Agreement
by the shareowners of FABC and (ii) the receipt of requisite regulatory
approvals of the Mergers. The Mergers are intended to qualify as a
reorganization for federal income tax purposes.
In connection with the execution of the Merger Agreement, each director
of FABC and First National entered into a Director and Voting Agreement with
the Registrant (the "Director and Voting Agreement"), pursuant to which each
such person agreed, among other things, to vote his or her shares of FABC, in
favor of the Merger Agreement at a meeting of shareowners of FABC to be
called to consider and approve the Merger Agreement. A two year non-
competition and non-solicitation provision is included in the Director and
Voting Agreement.
The above description of the Merger Agreement does not purport to be a
complete statement of the parties' rights and obligations under the Agreement
and the transactions contemplated thereby. The above description is qualified
in its entirety by reference to the Agreement, a copy which is attached to
this Current Report on Form 8-K as Exhibit 2.1, and incorporated herein by
reference.
Item 8.01. Other Events.
The Registrant reports the events described in Exhibit 99.1 and
incorporates Exhibit 99.1 by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Item No. Description of Exhibit
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2.1 Agreement and Plan of Merger, dated as of February 3, 2005,
by and among Capital City Bank Group, Inc., First Alachua
Banking Corporation, and First National Bank of Alachua. (the
schedules and exhibits have been omitted pursuant to Item
601(b)(2) of Regulation S-K).
99.1 Press release, dated February 4, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAPITAL CITY BANK GROUP, INC.
Date: February 9, 2005 By: /s/ J. Kimbrough Davis
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J. Kimbrough Davis,
Executive Vice President
and Chief Financial Officer