-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lq61aDEoR+C3ZyATYCQniVK/iQ4FyoujyGtVeHc1/U7FQRZNosuv/yrPUlM1Vb0+ OssYOdUp/3ZSqzMCd4bMVQ== /in/edgar/work/20000619/0000726601-00-000009/0000726601-00-000009.txt : 20000920 0000726601-00-000009.hdr.sgml : 20000919 ACCESSION NUMBER: 0000726601-00-000009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000619 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL CITY BANK GROUP INC CENTRAL INDEX KEY: 0000726601 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 592273542 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-37659 FILM NUMBER: 657219 BUSINESS ADDRESS: STREET 1: 217 N MONROE ST CITY: TALLAHASSEE STATE: FL ZIP: 32301 BUSINESS PHONE: 8506710610 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITH WILLIAM G JR CENTRAL INDEX KEY: 0000909019 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O GUNSTER YOAKLEY STEWART STREET 2: 777 S FLAGLER DR STE 500 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 5616551980 MAIL ADDRESS: STREET 1: C/O GUNSTER YOAKLEY STEWART STREET 2: 777 S FLAGLER DR STE 500 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 SC 13D/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 20) 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. - ------------------------------------------------------------------ (Name of Issuer) Common Stock, $.01 Par Value - ------------------------------------------------------------------ (Title of Class of Securities) 139 74 105 - ------------------------------------------------------------------ (CUSIP Number) J. Kimbrough Davis P.O. Box 11248 Tallahassee, Florida 32302-3248 (850) 671-0300 - ------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 31, 2000 - ------------------------------------------------------------------ (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). SCHEDULE 13D - ------------------------------------------------------------------ CUSIP No. 139 74 105 Page 2 of 5 Pages - ------------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS William Godfrey Smith, Jr. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------ 4 SOURCE OF FUNDS* PF - ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] N/A - ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - ------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 1,418,371.4 SHARES ----------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 728,239.8 OWNED BY ----------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 1,418,371.4 REPORTING ----------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 728,239.8 - ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,146,611.2 - ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.0% - ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------- AMENDMENT NO. 20 TO SCHEDULE 13D This Amendment No. 20 amends and supplements the Statement on Schedule 13D 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 3. Source and Amount of Funds or Other Consideration is ------------------------------------------------- amended by adding the following at the end thereof: Pursuant to the terms of that certain Stock Purchase Agreement by and among Patricia L. Smith and William G. Smith, Jr. and Robert Hill Smith dated April 24, 2000, Robert Hill Smith and William G. Smith, Jr. each paid $1,146,000.00 in cash and issued a promissory note for the remaining balance of the acquisition described in Item 4 of this Amendment No. 20 to Schedule 13D, the total amount of the purchase being equal to $8,418,549.50 each 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 market transactions. Item 4. Purpose of Transaction is amended to include: ---------------------- On May 31, 2000, pursuant to that certain Stock Purchase Agreement by and among Patricia L. Smith and William G. Smith, Jr. and Robert Hill Smith dated April 24, 2000, Robert Hill Smith and William G. Smith, Jr. each purchased 583,103 shares of CCBG Common Stock from their mother Patricia L. Smith in a privately negotiated transaction for total consideration of $16,837,099.00, or approximately $14.4375 per share. There are no plans or proposals by Robert Hill Smith to take any of the actions listed in Item 4(a)-(j). Item 5. Interest in Securities of the Issuer ------------------------------------ Item 5(a) and (b) are amended in full to read as follows: Number of Percentage Shares Ownership** a. William G. Smith, Jr. 1,365,512.2 13.4% Capital City Bank as Custodian for William G. Smith, Jr. IRA 2,967.6 * William G. Smith, Jr. as Custodian for Jennifer W. Smith (Minor Daughter) 24,945.8 * William G. Smith, Jr. as Custodian for William G. Smith, III (Minor Son) 24,948.8 * The JWS Trust 21,801.2 * The WGS III Trust 21,801.2 * The VAS Trust 22,416.0 * The WHS Trust 22,416.0 * The William Godfrey Smith Trust 271,605.5 2.7% 2S Partnership 368,199.9 3.6% ----------- ----- 2,146,611.2 21.0% Paula P. Smith (wife) 19,603.0 * Capital City Bank as Custodian for Paula P. Smith, IRA 2,162.0 * ========= ===== 21,765.0 * *Less than 1%. **Based on 10,197,718 shares of CCBG Common Stock outstanding as of April 30, 2000, as reported in the CCBG Form 10-Q filed with the SEC on May 15, 2000. Under the definition of "beneficial ownership" in Section 13d-3 of the Securities Exchange Act of 1934, as amended (the "Act"), and the rules and regulations promulgated thereunder, Mr. Smith may be deemed to be a beneficial owner of 21,765.0 shares of CCBG common stock held by his wife, Paula P. Smith, and Capital City Bank as Custodian for Paula P. Smith, IRA. Neither the filing of this statement nor any of its contents shall be deemed to be an admission that Mr. Smith is the beneficial owner of such shares. b. Mr. Smith has sole voting and investment power with respect to 1,418,371.4 shares of CCBG common stock consisting of (a) 1,365,512.2 shares held directly, (b) 2,967.6 shares held by Capital City Bank as custodian for William G. Smith, Jr., IRA, (c) 24,945.8 shares held as Custodian for Jennifer W. Smith, and (d) 24,945.8 shares held as Custodian for William G. Smith, III. Mr. Smith shares voting and investment power with Robert H. Smith, Vice President, Capital City Bank Group, Inc., 217 N. Monroe Street, Tallahassee, Florida 32301, with respect to 728,239.8 shares of CCBG common stock, consisting of (u) 21,801.2 shares in the JWS Trust, (v) 21,801.2 shares in the WGS III Trust, (w) 22,416.0 shares in the VAS Trust, (x) 22,416.0 shares in the WHS Trust, (y) 271,605.5 shares in the William Godfrey Smith Trust and (z) 368,199.9 shares in the 2S Partnership. Mr. Smith has no voting or investment power with respect to the 21,765.0 shares of CCBG common stock held by his wife, Paula P. Smith, and by Capital City Bank as Custodian for Paula P. Smith, IRA. Pursuant to Rule 13d-4 promulgated under the Act, Mr. Smith disclaims beneficial ownership of such shares. Item 7. Material to be Filed as Exhibits is amended by adding -------------------------------- the following at the end thereof. Stock Purchase Agreement dated April 24, 2000, by and among Patricia L. Smith and William G. Smith, Jr. and Robert H. Smith is incorporated by reference from the Amendment No. 1 to Schedule 13D filed by Patricia L. Smith with the Commission on June 19, 2000. 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/ William Godfrey Smith, Jr. ------------------------------- William Godfrey Smith, Jr. -----END PRIVACY-ENHANCED MESSAGE-----