UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 2
(Amending Part II-Item 6)
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended:
June 30, 2004
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Commission File Number 0-13358
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CAPITAL CITY BANK GROUP, INC.
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(Exact name of registrant as specified in its charter)
Florida 59-2273542
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
217 North Monroe Street, Tallahassee, Florida 32301
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(Address of principal executive offices) (Zip Code)
(850) 671-0300
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirement for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
At July 31, 2004, 13,281,707 shares of the Registrant's Common Stock, $.01
par value, were outstanding.
Explanatory Note
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This Amendment No. 2 on Form 10-Q/A is being filed to rectify clerical errors
in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
2004, filed on August 9, 2004 and Amendment No. 1 to Form 10-Q, filed August
10, 2004. This second amendment does not alter any of the disclosures set
forth in the Original 10-Q or the first amendment and is effective for all
purposes as of the date of the filing of the Original 10-Q
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits
2. Agreement and Plan of Merger, dated as of May 12, 2004, by and among
Capital City Bank Group, Inc., Capital City Bank, and Farmers and
Merchants Bank.
31.1 Certification of William G. Smith, Jr., Chairman, President and Chief
Executive Officer of Capital City Bank Group, Inc., Pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934 - incorporated herein
by reference to Exhibit 31.1 of the Registrant's Form 10-Q (filed
8/9/04)(No. 0-13358).
31.2 Certification of J. Kimbrough Davis, Executive Vice President and Chief
Financial Officer of Capital City Bank Group, Inc., Pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934 - incorporated herein
by reference to Exhibit 31.1 of the Registrant's Form 10-Q (filed
8/9/04)(No. 0-13358).
32.1 Certification of William G. Smith, Jr., Chairman, President and Chief
Executive Officer of Capital City Bank Group, Inc., Pursuant to 18
U.S.C. Section 1350 - incorporated herein by reference to Exhibit 31.1
of the Registrant's Form 10-Q (filed 8/9/04)(No. 0-13358).
32.2 Certification of J. Kimbrough Davis, Executive Vice President and Chief
Financial Officer of Capital City Bank Group, Inc., Pursuant to 18
U.S.C. Section 1350 - incorporated herein by reference to Exhibit 31.1
of the Registrant's Form 10-Q (filed 8/9/04)(No. 0-13358).
(B) Reports on Form 8-K
On April 27, 2004, the Company furnished to the SEC on Form 8-K a press
release reporting earnings for the quarter ended March 31, 2004.
On May 14, 2004, the Company filed with the SEC on Form 8-K a press release
announcing the execution of an agreement and plan of merger, by and among the
Company, Capital City Bank, and Farmers & Merchants Bank.
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 Chief Financial Officer hereunto duly authorized.
CAPITAL CITY BANK GROUP, INC.
(Registrant)
By: /s/ J. Kimbrough Davis
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J. Kimbrough Davis
Executive Vice President and
Chief Financial Officer
Date: August 11, 2004