MARTIN SNOW, LLP ATTORNEYS AT LAW 240 THIRD STREET POST OFFICE BOX 1606 MACON, GEORGIA 31202-1606 TELEPHONE 478/749-1700 TELECOPIER 478/743-4204 WRITER’S DIRECT DIAL : 478/749-1709 E-MAIL: mnwhite@martinsnow.com | WENDELL L. BOWDEN EDWARD J. HARRELL JOHN C. EDWARDS J. KENNETH WALKER ROBERT R. GUNN, II JOHN T. McGOLDRICK, JR. CUBBEDGE SNOW, III WILLIAM H. LARSEN EDWARD L. LONG, JR. JOHN C. DANIEL, III T. BARON GIBSON, II CRAWFORD B. EDWARDS, JR. MICHAEL M. SMITH LISA M. EDWARDS BLAIR K. CLEVELAND THOMAS PETER ALLEN III AMBER K. DUFF | | MICHAEL N. WHITE H. DAVID BULLARD RICHARD A. EPPS, JR. ROSS S. SCHELL JENNY MARTIN STANSFIELD MARTY K. SENN STUART E. WALKER OF COUNSEL JEFFREY M. RUTLEDGE EMERITUS T. BALDWIN MARTIN, JR. CUBBEDGE SNOW, JR. REMER C. DANIEL |
Mr. William Friar, Senior Financial Analyst
U.S. Securities & Exchange Commission
Washington, DC 20549
Schedule 14A
Filed October 30, 2008
File No. 000-12436
Dear Mr. Friar:
In response to your comment letter dated November 10, 2008, please see the following numbered responses containing the requested information and disclosure revisions for the Schedule 14A:
| 1. | The Company filed its preliminary application with the appropriate federal banking regulatory agencies on November 10, 2008, which is now disclosed on pages 3 and 5 of the amended Schedule 14A filed herewith. |
| 2. | The Company has amended the Schedule 14A to disclose its intended use of the proceeds of the proposed sale of securities to Treasury on page 6. |
| 3. | On page 7, the seventh bullet point discloses the potential appointment of two new directors required by Treasury under the Capital Purchase Program (“CPP”). Additional language has been added on page 4 and Appendix “A” to provide for the election of directors by the preferred shareholders, and no further shareholder approval would be necessary to comply because the current bylaws of the Company permit the bank to have up to 25 directors. The Company’s participation in the CPP will not require restructuring of its executive compensation arrangements. Please see amended disclosure on page 8. |
Page Two
Mr. William Friar, Senior Financial Analyst
November 19, 2008
| 4. | Please see the amended disclosures on page 6 explaining that the Treasury’s denial would have no material adverse effect on the Company’s liquidity capital resources or results of operation. |
| 5. | Please see the amended discussion on page 8 that the Company will not be required to modify any compensation plans or contracts to comply with Section 111 of the EESA. |
| 6. | Please see the amended disclosure on page 7 which states the current market price of the Company’s common stock. The initial filing included the 20 day average market price disclosure. |
In addition, pursuant to our conversations with Mr. Michael Clampitt, please see the additional pro forma information required by Item 13 of Schedule 14A on pages 8-16 and the specific reports incorporated by reference on page 21.
As requested in your letter, a Statement of Acknowledgment in connection with the Company’s response to the Commission’s comments is enclosed. If you have any further questions or require any additional information or documentation, please contact me at 478-749-1709.
| Yours very truly, |
| |
| /s/ Michael N. White |
| MICHAEL N. WHITE |
| Attorney for Colony Bankcorp, Inc. |
MNW:ps
Enclosures
cc: Mr. Terry Hester
STATEMENT OF ACKNOWLEDGMENT
The undersigned, Colony Bankcorp, Inc. (the “Company”), hereby acknowledges to the United States Securities and Exchange Commission (the “Commission”) in connection with the Company’s responses to the comments of the Commission regarding the filing of its Schedule 14A filed on October 30, 2008, and all amendments thereto, the following:
1. The Company is responsible for the adequacy and accuracy of the disclosure in the filing;
2. Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
3. The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or by any person under the federal securities laws of the United States.
| COLONY BANKCORP, INC. |
| | |
| | |
| BY: | /s/ Al D. Ross |
| | AL D. ROSS |
| | President and Chief Executive Officer |
| | |
| Date: | November 21, 2008 |
| | December 31, 2007 | | | September 30, 2008 | |
| | | | | $9.6 million | | | $28.9 million | | | | | | $9.6 million | | | $28.9 million | |
| | Historical | | | 1% | | | 3% | | | Historical | | | 1% | | | 3% | |
| | | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 42,458 | | | $ | 42,938 | | | $ | 43,903 | | | $ | 28,133 | | | $ | 28,439 | | | $ | 29,054 | |
Provision for losses on loans | | | 5,931 | | | | 5,931 | | | | 5,931 | | | | 8,512 | | | | 8,512 | | | | 8,512 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net interest income after provision for losses on loans | | | 36,527 | | | | 37,007 | | | | 37,972 | | | | 19,621 | | | | 19,927 | | | | 20,542 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Noninterest income | | | 7,817 | | | | 7,817 | | | | 7,817 | | | | 7,185 | | | | 7,185 | | | | 7,185 | |
Noninterest expense | | | 31,579 | | | | 31,579 | | | | 31,579 | | | | 23,284 | | | | 23,284 | | | | 23,284 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations before income taxes | | | 12,765 | | | | 13,245 | | | | 14,210 | | | | 3,522 | | | | 3,828 | | | | 4,443 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income tax expense | | | 4,218 | | | | 4,381 | | | | 4,709 | | | | 823 | | | | 927 | | | | 1,136 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations | | | 8,547 | | | | 8,864 | | | | 9,501 | | | | 2,699 | | | | 2,901 | | | | 3,307 | |
Less: Preferred dividends | | | | | | | 517 | | | | 1,555 | | | | | | | | 512 | | | | 1,540 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations available to common stockholders | | $ | 8,547 | | | $ | 8,347 | | | $ | 7,946 | | | $ | 2,699 | | | $ | 2,389 | | | $ | 1,767 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic earnings per share available to common stockholders | | $ | 1.19 | | | $ | 1.16 | | | $ | 1.11 | | | $ | 0.38 | | | $ | 0.33 | | | $ | 0.25 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Diluted earnings per share available to common stockholders | | $ | 1.19 | | | $ | 1.15 | | | $ | 1.07 | | | $ | 0.38 | | | $ | 0.33 | | | $ | 0.24 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted Average Shares | | | 7,188,696 | | | | 7,188,696 | | | | 7,188,696 | | | | 7,197,016 | | | | 7,197,016 | | | | 7,197,016 | |
Diluted Average Shares | | | 7,197,331 | | | | 7,277,131 | | | | 7,436,730 | | | | 7,197,016 | | | | 7,234,939 | | | | 7,310,785 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | |
Net interest income | | | | | | | 480 | | | | 1,445 | | | | | | | | 306 | | | | 921 | |
Income taxes | | | | | | | 163 | | | | 491 | | | | | | | | 104 | | | | 313 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Preferred Dividends: | | | | | | | | | | | | | | | | | | | | | | | | |
5% of Preferred Stock | | | | | | | 480 | | | | 1,445 | | | | | | | | 480 | | | | 1,445 | |
Accretion of Discount | | | | | | | 37 | | | | 110 | | | | | | | | 32 | | | | 95 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | 517 | | | | 1,555 | | | | | | | | 512 | | | | 1,540 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 1% | | | 3% | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Risk Weighted Assets as of 9/30/08 | | $ | 962,938,272 | | | $ | 9,629,383 | | | $ | 28,888,148 | | | | | | | | | | | | | |
Warrants at 15% | | | | | | $ | 1,444,407 | | | $ | 4,333,222 | | | | | | | | | | | | | |
# of warrants based on average price of $9.25 | | | | | | | 156,152 | | | | 468,456 | | | | | | | | | | | | | |
Date | | Open | | | High | | | Low | | | Close/Last | | | Volume | |
11/14/2008 | | | 8.57 | | | | 8.57 | | | | 8.57 | | | | 8.57 | | | | 564 | |
11/13/2008 | | | 8.6 | | | | 8.75 | | | | 8.28 | | | | 8.57 | | | | 7,483 | |
11/12/2008 | | | 9 | | | | 9 | | | | 8.6 | | | | 8.99 | | | | 13,096 | |
11/11/2008 | | | 9.19 | | | | 9.2 | | | | 9.19 | | | | 9.19 | | | | 500 | |
11/10/2008 | | | 9.1999 | | | | 9.1999 | | | | 9.1999 | | | | 9.1999 | | | | 100 | |
11/7/2008 | | | 9.0501 | | | | 9.085 | | | | 9.05 | | | | 9.0501 | | | | 2,104 | |
11/6/2008 | | | 9.03 | | | | 9.03 | | | | 9.01 | | | | 9.01 | | | | 1,491 | |
11/5/2008 | | | 9.03 | | | | 9.47 | | | | 9 | | | | 9.435 | | | | 0 | |
11/4/2008 | | | 9.03 | | | | 9.47 | | | | 9 | | | | 9.435 | | | | 0 | |
11/3/2008 | | | 9.03 | | | | 9.47 | | | | 9 | | | | 9.435 | | | | 2,014 | |
10/31/2008 | | | 8.75 | | | | 8.75 | | | | 8.75 | | | | 8.75 | | | | 2,577 | |
10/30/2008 | | | 8.75 | | | | 8.75 | | | | 8.75 | | | | 8.75 | | | | 1,992 | |
10/29/2008 | | | 9.2 | | | | 9.2 | | | | 8.54 | | | | 8.75 | | | | 3,149 | |
10/28/2008 | | | 9.2 | | | | 9.2 | | | | 9.2 | | | | 9.2 | | | | 200 | |
10/27/2008 | | | 9.27 | | | | 9.31 | | | | 9.25 | | | | 9.25 | | | | 2,132 | |
10/24/2008 | | | 9.9 | | | | 9.9 | | | | 9.9 | | | | 9.9 | | | | 0 | |
10/23/2008 | | | 9.9 | | | | 9.9 | | | | 9.9 | | | | 9.9 | | | | 0 | |
10/22/2008 | | | 9.9 | | | | 9.9 | | | | 9.9 | | | | 9.9 | | | | 0 | |
10/21/2008 | | | 9.9 | | | | 9.9 | | | | 9.9 | | | | 9.9 | | | | 0 | |
10/20/2008 | | | 9.9 | | | | 9.9 | | | | 9.9 | | | | 9.9 | | | | 1,000 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 9.25 | | | | | |
Information obtained from nasdaq.com