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): October 13, 2004
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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 8.01. Other Events
As previously announced on May 13, 2004, Capital City Bank Group, Inc.
("CCBG") and its subsidiary, Capital City Bank, have executed an Agreement
and Plan of Merger (the "Agreement") with Farmers and Merchants Bank, a
Georgia chartered bank ("FMB"), under which FMB will be acquired by CCBG in a
merger transaction. As set forth in the Agreement, each share of FMB Common
Stock, excluding shares held by shareholders who perfect their statutory
dissenters' rights, will be converted into the right to receive $666.50 in
cash and an amount of CCBG Common Stock based on the average of the daily
closing sales prices of one share of CCBG Common Stock for the twenty
consecutive full trading days ending on the fifth full trading day preceding
the closing date of the transaction (the "Average Closing Price"). As set
forth in the Agreement, each holder of FMB Common Stock who would otherwise
be entitled to receive a fraction of a share of CCBG Common Stock shall
receive, in lieu thereof, cash, in an amount equal to such fractional part of
a share of CCBG Common Stock multiplied by the Average Closing Price.
Subject to approval of the transaction by the FMB shareowners at the special
meeting called for October 15, 2004 at 10:00 a.m. Eastern Time, the parties
currently anticipate the transaction will close on October 15, 2004.
Assuming that the FMB shareowners approve the transaction and that the
transaction closes on October 15, 2004, the Average Closing Price for the
period ending on October 8, 2004 would be $39.022 per share. Based on these
factors, each share of FMB Common Stock, excluding shares held by
shareholders who perfect their statutory dissenters' rights, will be
converted into the right to receive $666.50 in cash and 17.080 shares of CCBG
Common Stock. In addition, each holder of FMB Common Stock who would
otherwise be entitled to receive a fraction of a share of CCBG Common Stock
shall receive, in lieu thereof, cash, in an amount equal to such fractional
part of a share of CCBG Common Stock multiplied by $39.022.
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: October 13, 2004 By: /s/ J. Kimbrough Davis
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J. Kimbrough Davis,
Executive Vice President
and Chief Financial Officer