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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
COLONY BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
March 22, 2002
Dear Shareholder:
You are invited to attend our Annual Meeting of Shareholders to be held
on April 23, 2002 in Fitzgerald, Georgia at the time and place shown in the
attached notice. As we do at the meeting every year, in addition to considering
the matters described in the proxy statement, we will review our 2001 business
results and other matters of interest to our shareholders.
We hope that you will attend the meeting in person, but even if you
plan to do so, we encourage you to please vote your shares ahead of time by
using the enclosed proxy card. This will ensure that your Colony Bankcorp stock
will be represented at the meeting. If you attend the meeting and prefer to vote
in person, you may do so. The attached proxy statement explains more about proxy
voting. Please read it carefully.
We look forward to your participation in the annual meeting process.
Sincerely,
/s/ James D. Minix
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James D. Minix
President and
Chief Executive Officer
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF COLONY BANKCORP, INC.
DATE: Tuesday, April 23, 2002
TIME: 6:00 p.m.
PLACE: Colony Bankcorp, Inc.
Corporate Offices
115 South Grant Street
Fitzgerald, Georgia
MATTERS TO BE VOTED ON:
PROPOSAL I: Election of ten directors
PROPOSAL II: Proposal to amend the bylaws of Colony Bankcorp, Inc.
to add Section 3.8 requiring mandatory retirement of
directors upon reaching the age of 70 years.
Any other matter that may be properly brought before the meeting.
Only shareholders of record at the close of business on March 15, 2002 may vote
at the meeting.
Your vote is important. Please complete, sign, date and return your proxy card
promptly in the enclosed envelope.
By Order of the Board of Directors
/s/ James D. Minix
-------------------------------------
James D. Minix
President and Chief Executive Officer
Fitzgerald, Georgia
March 22, 2002
COLONY BANKCORP, INC.
Post Office Box 989
115 South Grant Street
Fitzgerald, Georgia 31750
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 23, 2002
To the shareholders of Colony Bankcorp, Inc.:
Notice is hereby given that the annual meeting of shareholders (the
"annual meeting") of Colony Bankcorp, Inc. (the "Company") will be held at
Colony Bankcorp, Inc. Corporate Offices at 115 South Grant Street, Fitzgerald,
Georgia on Tuesday, April 23, 2002 at 6:00 p.m., local time, for the following
purposes:
(1) To elect 10 directors for a term of one (1) year; and
(2) To amend the bylaws of Colony Bankcorp, Inc. to add Section
3.8 requiring mandatory retirement of directors upon reaching the
age of 70 years.
(3) To transact any other business that may properly come before the
annual meeting or any other adjournment or postponement thereof.
The close of business on March 15, 2002 has been fixed as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the annual meeting or any adjournment or postponement thereof. Only
shareholders of record at the close of business on the record date are entitled
to notice of, and to vote at, the annual meeting.
Shareholders may receive more than one proxy because of shares
registered in different names or addresses. Each such proxy should be marked,
dated, signed and returned. Please check to be certain of the manner in which
your shares are registered - whether individually, as joint tenants, or in a
representative capacity - and sign the related proxy accordingly.
A complete list of shareholders entitled to vote at the annual meeting
will be available for examination by any shareholder, for any purpose germane to
the annual meeting, during normal business hours, for a period of at least 10
days prior to the annual meeting at the Company's corporate offices located at
the address set forth above.
You are cordially invited to attend the annual meeting. Whether or not
you plan to do so, please mark, date and sign the enclosed proxy and mail it
promptly in the enclosed postage-paid envelope. Returning your proxy does not
deprive you of your right to attend the annual meeting and vote your shares in
person.
More detailed information regarding the matters to be acted upon at the
special meeting is contained in the proxy statement accompanying this notice.
By order of the Board of Directors
/s/ James D. Minix
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Fitzgerald, Georgia James D. Minix, President
March 22, 2002 and Chief Executive Officer
COLONY BANKCORP, INC.
Post Office Box 989
115 South Grant Street
Fitzgerald, Georgia 31750
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
April 23, 2002
This proxy statement is furnished to the shareholders of Colony Bankcorp,
Inc. in connection with the solicitation of proxies by its Board of Directors to
be voted at the 2002 Annual Meeting of Shareholders and at any adjournments
thereof (the "Annual Meeting"). The Annual Meeting will be held on Tuesday,
April 23, 2002, at Colony Bankcorp, Inc. Corporate Offices at 115 South Grant
Street, Fitzgerald, Georgia, at 6:00 p.m. local time.
The approximate date on which this proxy statement and the accompanying
proxy card are first being sent or given to shareholders is March 22, 2002.
As used in this proxy statement, the terms Colony Bankcorp, Company, we,
our and us all refer to Colony Bankcorp, Inc. and its subsidiaries.
VOTING
General
The securities which can be voted at the Annual Meeting consist of Colony
Bankcorp's $1.00 par value common stock ("Colony Bankcorp stock"), with each
share entitling its owner to one vote on each matter submitted to the
stockholders. The record date for determining the holders of Colony Bankcorp
stock who are entitled to notice of and to vote at the Annual Meeting is March
15, 2002. On the record date, 4,206,889 shares of Colony Bankcorp stock were
outstanding and eligible to be voted.
Quorum and Vote Required
The presence, in person or by proxy, of a majority of the outstanding
shares of Colony Bankcorp stock is necessary to constitute a quorum at the
Annual Meeting. In determining whether a quorum exists at the Annual Meeting for
purposes of all matters to be voted on, all votes "for" or "against" as well as
all abstentions (including votes to withhold authority to vote) will be counted.
In voting for the proposal to elect ten directors (Proposal No. 1), you may
vote in favor of all nominees or withhold your votes as to all or as to specific
nominees. The vote required to approve Proposal No. 1 is governed by Georgia law
and is a plurality of the votes cast by the holders of shares entitled to vote,
provided a quorum is present. Any other matter which may be submitted to
shareholders at the meeting will be determined by a majority of the votes cast
at the meeting. Votes withheld and broker non-votes will not be counted and will
have no effect.
In voting for the proposal to amend the bylaws of Colony Bankcorp, Inc.
(Proposal No. 2), you may vote in favor of or against the proposal or may
abstain from voting. The vote required to approve Proposal No. 2 is governed by
Georgia law and is a majority of the outstanding shares entitled to vote,
provided a quorum is present. Abstentions and broker non-votes are considered in
determining the number of votes required to obtain a majority of the shares
represented and entitled to vote at the Annual Meeting and will have the same
legal effect as a vote against such proposal.
Our directors and executive officers hold 1,359,479.1 shares of Colony
Bankcorp stock, or approximately 32.32% of all outstanding stock, and we believe
that all of those shares will be voted in favor of both proposals.
Proxies
All properly executed proxy cards delivered pursuant to this soliciation
and not revoked will be voted at the Annual Meeting in accordance with the
directions given. In voting by proxy with regard to the election of directors,
you may vote in favor of all nominees, withhold your votes as to all nominees or
withhold your votes as to specific nominees. In voting by proxy with regard to
the other proposal, you may vote for or against the proposal or abstain from
voting. You should specify your choices on the proxy card. If no specific
instructions are given with regard to the matters to be voted upon, the shares
represented by a signed proxy card will be voted "for" the proposals listed on
the proxy card. If any other matters properly come before the Annual Meeting,
the persons named as proxies will vote upon such matters according to their
judgment.
All proxy cards delivered pursuant to this solicitation are revocable at
any time before they are voted by giving written notice to our Secretary, Ben B.
Mills, Jr., at 115 South Grant Street, Fitzgerald, Georgia 31750, by delivering
a later dated proxy card, or by voting in person at the Annual Meeting.
All expenses incurred in connection with the solication of proxies will be
paid by us. Solicitation may take place by mail, telephone, telegram, or
personal contact by our directors, officers, and regular employees of the
Company without additional compensation.
2
Proposal No. 1
Election of Directors
Our Board of Directors consists of eleven members, eight of whom are
non-employee directors. The Company's bylaws provide that the Board of Directors
shall consist of not less than three nor more than twenty-five persons, with the
exact number to be fixed and determined from time to time by resolution of the
Board of Directors, or by resolution of the shareholders at any annual or
special meeting of shareholders. The Board of Directors has voted that the Board
consist of ten members for the Company's ensuing fiscal year.
The Board has nominated the following persons for submission to the
shareholders for election for a one-year term expiring at the 2003 annual
meeting:
Terry L. Coleman James D. Minix
L. Morris Downing, Jr. Walter P. Patten
Terry L. Hester W. B. Roberts, Jr.
Harold E. Kimball R. Sidney Ross
Ben B. Mills, Jr. B. Gene Waldron
Each of the nominees is currently a director, except for Mr. Waldron, who
is Chairman of the Board of Colony Bank Southeast.
The Board of Directors recommends that you vote "FOR" the proposal to elect
the ten nominees names above.
Each of the nominees has consented to serve if elected. If any nominee
should be unavailable to serve for any reason, the Board may designate a
substitute nominee (in which event the persons named as proxies will vote the
shares represented by all valid proxy cards for the election of such substitute
nominee), allow the vacancy to remain open until a suitable candidate is
located, or reduce the number of directors.
Information as of December 31, 2001 about each of the nominees is set forth
below. Their ownership of Colony Bankcorp stock is set forth in the table on
page seven. Colony Management Services, Inc. and all listed banks are
subsidiaries of the company.
Directors and Nominees:
Terry L. Coleman. Mr. Coleman, age 58, is the Owner of Huddle House in
Eastman, Georgia; He serves as a State Representative and a Director of Colony
Bank of Dodge County. Mr. Coleman has been a Director of Colony Bankcorp since
May, 1990.
L. Morris Downing, Jr. Mr. Downing, age 59, is President of Lowell Packing
Company. He also serves as a Director of Colony Management Services, Inc. Mr.
Downing has been a director of Colony Bankcorp since July, 1994.
3
Terry L. Hester. Mr. Hester, age 47, has been Executive Vice President and
Chief Financial Officer of Colony Bankcorp since June, 1994. He also served as
Acting President and Chief Executive Officer from June, 1993 to June, 1994 and
has served as Treasurer since 1982. He also serves as a Director of Colony Bank
Wilcox. Mr. Hester has been a Director of Colony Bankcorp since March, 1990.
Harold E. Kimball. Mr. Kimball, age 68, is Vice President of Dixie
Electron, Inc. He also serves as Chairman of the Board of Colony Bank of
Fitzgerald and as Director of Colony Management Services, Inc. Mr. Kimball has
been a Director of Colony Bankcorp since November, 1982.
Ben B. Mills, Jr. Mr. Mills, age 69, is an Attorney with Mills & Chasteen.
He also serves as a Director of Colony Bank Ashburn. Mr. Mills has served as a
Director of Colony Bankcorp since November, 1982 and as Secretary since June,
1993.
James D. Minix. Mr. Minix, age 60, has served as President and Chief
Executive Officer of the Company since June, 1994. Mr. Minix served as President
and Chief Executive Officer of Colony Bank of Fitzgerald from January, 1993 to
June, 1994. He also served as President and Chief Executive Officer of Colony
Bank Ashburn from February, 1990 to December 1992. He serves as a Director for
Colony Bank Southeast, Colony Bank Worth, Georgia First Mortgage and Colony
Management Services, Inc. Mr. Minix has been a Director of Colony Bankcorp since
March, 1994.
Walter P. Patten. Mr. Patten, age 50, has served as Executive Vice
President of the Company since May, 2000. Mr. Patten has served as President and
CEO of Colony Bank Worth since January, 1992. Mr. Patten assumed responsibility
for supervision of Colony Bank Ashburn in May, 2000. He serves as a Director of
Colony Bank Worth, Colony Bank Ashburn, Georgia First Mortgage and Colony
Management Services, Inc. Mr. Patten has been a director of Colony Bankcorp
since December, 2000.
W. B. Roberts, Jr. Mr. Roberts, age 59, is a Farmer and a Businessman. He
also serves as Chairman of the Board of Colony Bank Ashburn. Mr. Roberts has
been a Director of Colony Bankcorp since March, 1990.
R. Sidney Ross. Mr. Ross, age 60, is President of Ross of Georgia, Inc.
Mr. Ross has been a Director of Colony Bankcorp since November, 1982 and serves
as Vice Chairman of the Board of Directors.
B. Gene Waldron. Mr. Waldron, age 42, is President of Tri-County Gin, Inc.,
President of Deep South Peanut, Inc., President of Waldron Enterprises, Inc. and
Vice President of Waldron Farm Service, Inc. He also serves as Chairman of the
Board of Colony Bank Southeast.
Each director serves until the annual meeting following his election or
until such later time as his successor is elected and qualifies or there is a
decrease in the number of directors.
4
Executive Officers:
James D. Minix, Terry L. Hester and Walter Patten are the only executive
officers of Colony Bankcorp, Inc. Messrs. Minix, Hester and Patten were
previously reported on as nominees for election as directors.
Executive officers do not hold office for a fixed term but may be removed
by the Board of Directors with or without cause.
Meetings and Committees of the Board of Directors
Our Board of Directors conducts regular meetings, generally on a monthly
basis and also conducts some of its business through the four committees
described below. Our Board of Directors met thirteen times during the year, and
each director attended at least 75% of the meetings of the full Board and of the
committees on which he serves with the exception of Mr. Coleman, who missed six
meetings due to conflicts as a State Representative. Mr. Coleman stayed abreast
of company activities through telephone conference calls with management and
review of the company financial board package each month that he was unable to
attend.
The Executive Committee assists the Board in its duties and reviews and
evaluates the Company's strategic plans. Mr. Minix, Mr. Massee (1), Mr. Ross,
Mr. Kimball, Mr. Mills, Mr. Downing, and Mr. Summerlin (1) were members of this
committee during the year. The committee met nine times during the year.
The Compensation Committee determines the salaries and bonuses of the
executive officers of the Company, reviews a cash incentive bonus plan and
profit sharing compensation plan for employees of the Company and subsidiary
banks, and evaluates the Company's various benefit programs. Mr. Minix, Mr.
Massee (1), Mr. Downing, Mr. Kimball, and Mr. Shiver were members of this
committee during the year. The committee met three times during the year.
The Audit Committee reviews, with our independent accountants, the scope
and results of their audit engagement and management letter, consults with
management concerning our accounting methods and the adequacy of our internal
controls, and oversees and reviews our internal auditing procedures. Mr.
Downing, Mr. Hopkins (1), Mr. Kimball, Mr. Ralph Roberts (1) and Mr. Coleman
were members of this committee during the year. This committee met twelve times
during the year.
The Asset/Liability Committee reviews and evaluates our risk management in
liquidity, capital planning and asset mix, and volume controls. Mr. Downing, Mr.
Hester, Mr. Bill Roberts, Mr. Summerlin (1) and Mr. Patten were members of this
committee during the year. The committee met two times during the year.
(1) Messrs. Milton Hopkins, Ralph D. Roberts, Marion Massee and Joe Shiver were
members of the board and various committees, all or part of 2001, and were not
nominated as director nominees
5
for election in 2002 due to reaching mandatory retirement age of 70 years. Mr.
Curtis Summerlin served on the board and various committees during 2001 until
his resignation from the board on November 19, 2001.
Director Compensation
Directors of the Company receive $500 for each meeting of the Board of
Directors attended and $400 for meetings not attended. Outside directors are
paid $150 for attending any committee meetings of the company for which they
serve.
Directors of Colony Bank of Fitzgerald receive $400 for each meeting
attended and $300 for each meeting not attended. Directors Emeritus receive $200
for each meeting attended.
Directors of Colony Bank Ashburn receive $300 for each meeting attended
and $50 for each loan and audit committee meeting attended.
Directors of Colony Bank of Dodge County receive $300 for each meeting
attended and $50 for each loan committee meeting attended.
Directors of Colony Bank Worth receive $300 for each meeting attended.
Directors of Colony Bank Southeast receive $300 for each meeting
attended and $50 for each loan committee meeting attended.
Directors of Colony Bank Wilcox receive $300 for each meeting attended
and $50 for each loan committee meeting attended.
Directors of Colony Management Services, Inc. receive $250 for each
meeting attended.
Directors of Colony Bank of Fitzgerald were able to defer all or a
portion of director's fees in return for a deferred income agreement. Under the
agreement, a Director agrees to serve for either five or ten years without
director's fee compensation in exchange for an agreement by the Bank to pay the
director deferred income at death, or upon attaining age 65. With the deferred
compensation, the Bank has purchased key man insurance on the participating
directors which will pay the Bank a death benefit equal in value to the
projected cost of the deferred income. Management believes the program will have
no net cost to the Bank. Liabilities accrued under the plan totaled $719,265 as
of December 31, 2001. Benefit payments under the contracts were $67,080 in 2001.
Provisions charged to operations totaled $98,059 in 2001. All fees covered by
the deferred compensation plan have been deferred and all directors are now
receiving director fees. Colony Bank of Fitzgerald continues to pay premiums on
the insurance policies. All directors are participating in the plan, except new
directors elected since 1990.
6
Stock Ownership
Principal Shareholders
This table sets forth information as of February 28, 2002, regarding
ownership of Colony Bankcorp by each person we believe owns more than 5% of such
stock.
Shares Beneficially Percent of
Name and Address Owned Class
- ---------------- ----- -----
Robert Sidney Ross................. 533,026.5 (1) 12.67%
Post Office Box 666
Ocilla, Georgia 31774
(1) Includes 440,144 shares owned by Robert Sidney Ross; 68,949 shares owned by
Ross of Georgia, Inc.; 5,762 shares owned by minor children, and 279.5 shares
owned by spouse and 17,892 owned by a family trust.
Directors and Executive Officers
The following table sets forth information as of February 28, 2002,
regarding the ownership of Colony Bankcorp stock by each Colony Bankcorp
director (including nominees for director) and by the executive officers of
Colony Bankcorp and its subsidiaries, and by all directors and executive
officers as a group.
Shares Beneficially Percent of
Name and Address Owned (1) Class
- ---------------- --------- -----
Terry L. Coleman..................... 97,493.9 2.32%
Director
L. Morris Downing, Jr................ 146,802.0 3.49%
Director
Terry L. Hester...................... 82,463.3(2) 1.96%
Director; Executive Officer
Harold E. Kimball.................... 80,486.0 1.91%
Director
Ben B. Mills, Jr..................... 136,397.0 3.24%
Director
James D. Minix....................... 81,140.5(2) 1.93%
Director; Executive Officer
7
Shares Beneficially Percent of
------------------- ----------
Name and Address Owned(1) Class
- ---------------- -------- -----
Walter P. Patten....................... 21,181.2(2) 0.50%
Director; Executive Officer
W. B. Roberts, Jr...................... 16,040.7 0.38%
Director
R. Sidney Ross......................... 533,026.5 12.67%
Director
B. Gene Waldron........................ 44,345.0 1.05%
Nominee for Director
All directors and executive officers
as a group (10 persons) 1,239,376.1 29.46%
(1) Includes shares owned by spouses and minor children of officers and
directors, as well as shares owned by trust or businesses in which officers and
directors have a significant interest. The information contained herein shall
not be construed as an admission that any such person is, for purposes of
Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, the
beneficial owner of any securities not held of record by that person or entity.
(2) Includes shares held by Trustees of Colony Bankcorp, Inc. Profit Sharing and
Stock Bonus Plan of which Mr. Hester has 38,223.4 allocated shares; Mr. Minix
has 18,028.5 allocated shares, and Mr. Patten has 8,492.8 allocated shares as of
December 31, 2001. Although shares are held by Trustees, all plan participants
direct the Trustees in the manner in which they wish their allocated shares to
be voted. Unallocated shares, if any, will not be voted pursuant to the plan.
Executive Compensation
The following table sets forth the total annual compensation paid in
each of the last three fiscal years to those persons who served as Executive
Officer for any part of the preceding fiscal year and who received an annual
salary and bonus in excess of $100,000 (collectively, the "Named Executive
Officers") in the last fiscal year.
8
Summary Compensation Table
Annual Compensation
--------------------------
(2) (3)
Name and Other Annual Long-Term All Other
Principal Position Year Salary Bonus Compensation Compensation Compensation
- ------------------ ---- ------ ----- ------------ ------------ ------------
James D. Minix 2001 $131,000 $ 53,056 $35,348(1) -- --
President and Chief 2000 $131,000 $ 30,366 $36,211(1) -- --
Executive Officer 1999 $127,000 $ 14,829 $35,820(1) -- --
of the Company
Terry L. Hester 2001 $ 94,000 $ 9,532 $17,935(1) -- --
Executive Vice President and 2000 $ 89,500 $ 7,061 $16,501(1) -- --
Chief Financial Officer of 1999 $ 86,000 $ 5,187 $16,261(1) -- --
the Company
Walter P. Patten 2001 $124,519 $ 28,438 $26,571(1) $10,000(2) --
Executive Vice 2000 $107,885 $ 18,500 $18,744(1) $13,500(2) --
President of the Company; 1999 $105,000 $ 15,337 $16,825(1) -- --
President and CEO of
Colony Bank Worth
Name 2001 2000 1999
---- ---- ---- ----
(1) Includes dollar value of Group Term Life and company vehicle provided
to executive officers as follows:
James D. Minix $ 1,902 $ 1,526 $ 1,509
Terry L. Hester $ 472 $ 540 $ 557
Walter P. Patten $ 1,076 $ 911 $ 911
Includes contribution to the profit sharing plan of Colony Bankcorp, Inc.
as follows:
James D. Minix $14,246 $ 2,635 $11,361
Terry L. Hester $ 8,013 $ 7,561 $ 7,304
Walter P. Patten $ 6,195 $ 7,533 $ 8,989
Includes director's fees paid by the Company and its subsidiaries as
follows:
James D. Minix $19,200 $22,050 $22,950
Terry L. Hester $ 9,450 $ 8,400 $ 8,400
Walter P. Patten $19,300 $10,300 $ 6,925
9
(2) Mr. Patten received 1,000 shares of Colony stock with a fair market value of
$10.00 per share in 2001 and received 1,000 shares of Colony stock with a fair
market value of $13.50 per share in 2000 pursuant to Colony Bankcorp, Inc.
Restricted Stock Grant Plan dated February 16, 1999. Shares granted are fully
vested after three years. None of the other executive officers received a stock
grant.
(3) There was no additional compensation for any executive officers.
Profit Sharing and Stock Bonus Plans
Each of the subsidiary banks of the Company has adopted a profit
sharing and stock bonus plan which provides for the Board of Directors to make a
discretionary contribution to the plan out of profits in an amount not to exceed
10% of the total annual compensation of the employees eligible to participate in
the plan. Employees are eligible to participate after completion of one year of
service. The contribution by the Bank is allocated among the participants
according to the ratio of the participant's compensation to the total
compensation of all employees. The employee's interest vests over a period of
seven years; prior to 1989 an employee's interest in its individual account
vested over a period of eleven years. For the year ending December 31, 2001, the
Board of Directors of the Company and subsidiary banks voted to contribute in
the aggregate $383,688 of the profits of the Company to the Company's profit
sharing plans.
Other Compensation and Benefit Plans
Incentive Cash Plan. Bonuses for our Cash Incentive Plan are tied to a
weighting factor, of which one-half of the bonus award is based on the Company's
return on equity, along with other weighting factors of loan growth, problem
asset reduction, net interest margin, net overhead, past due loan levels and
charge-off loan levels with the reward potential within a range of 6.25% to 50%
of salary. The compensation listed as "bonus" in the summary compensation table
for executive compensation represents payments under the cash incentive plan to
the listed executive officers.
Transactions with the Company
Loans. The Company's directors and officers from time to time have
borrowed funds from the Company's subsidiaries for various business and personal
reasons. Such loans are made in strict compliance with state and Federal
statutes and regulations of the Federal Deposit Insurance Corporation and the
Georgia Department of Banking and Finance.
As of December 31, 2001, certain officers, executive officers,
directors, and companies in which they are an executive officer or partner or in
which they have a 10% or more beneficial interest, were indebted to the bank in
the aggregate amount of $11,166,579. Such loans were (1) made in the ordinary
course of business; (2) were made on substantially the same terms, including
interest rates and collateral, as were prevailing at the time for comparable
transactions with other persons; and (3) did not involve more than normal risk
of collectibility or present other unfavorable features.
10
In 2001, Colony Bankcorp, Inc. purchased 200,338 shares of Colony
Bankcorp, Inc. common stock from Curtis Summerlin at a price of $13.00 per
share. The shares were acquired as Treasury shares through the stock repurchase
plan announced by the Company in October, 2001 and will be used in connection
with shares issued with the acquisition of Quitman Federal in 2002. Mr.
Summerlin was a director of Colony Bankcorp at the time of the transaction.
The Company and its subsidiaries utilized the services of Mills and
Chasteen, P.C. during 2001. Mr. Ben B. Mills, Jr. is a director of the Company
and a partner in that law firm.
Legal Proceedings
There are no "material" pending legal proceedings, other than ordinary
routine litigation incidental to the business of the Company, to which the
Company or any of its subsidiaries is a party or of which any of their property
is subject. Material proceedings are defined as claims for damages where the
amount involved, exclusive of interest and cost, exceeds ten percent of the
current assets of the Company and its subsidiaries on a colsolidated basis.
During the previous five years, no director, person nominated to become
a director, or executive officer of the Company was the subject of a legal
proceeding that is material to an evaluation of the ability or integrity of any
such person.
Report on Executive Compensation
The Colony Bankcorp Compensation Committee makes this report on
executive compensation for the fiscal year ended December 31, 2001.
One of the committee's responsibilities is to determine the
compensation of the executive officers of Colony Bankcorp, Inc. and its
subsidiaries ("Colony Bankcorp"), including those named in the Summary
Compensation Table which appears elsewhere in this proxy statement. The
components of executive compensation are salary, bonus awards under the
Company's Incentive Cash Plan, contributions by the Company to its Profit
Sharing Plan, director fees and the dollar value of our group term life
insurance and company vehicles provided to executive officers.
It is our policy to determine the salary components of executive
compensation principally upon the basis of corporate performance, although the
elements of corporate performance may vary from year to year. Among the
performance factors which we consider are corporate profitability, asset
quality, growth and corporate performance relative to industry standards such as
problem asset levels, past due loan levels, loan production, net interest rate
margin and net overhead. We do not use a formula to calculate the relative
weight of these performance factors in establishing base salary, but do give
significant subjective weight to the overall value of Colony Bankcorp from year
to year.
We also take into account how the overall level of Colony Bankcorp's
executive compensation compares to similar-sized bank holding companies in the
Southeastern United States. It was determined that the salary and bonus
component of executive compensation was generally
11
within competitive market limits of similar-sized bank holding companies. All
other employment benefits of the executive officers were found to be generally
within competitive limits.
In setting the compensation for fiscal year 2001 of James D. Minix, the
Company's President and Chief Executive Officer, which included no salary
increase and a continuation of the bonus award with the Company's Cash Incentive
Plan within a range of 12.50% to 50.00% of salary, we did not apply an objective
formula, but did take into account the following factors:
1. During the fiscal year 2000, Colony Bankcorp continued to increase
in value as reflected by an approximate 14.85% increase in
stockholder's equity from fiscal year 1999. During that same
period, the market value of the Company's common stock decreased
by approximately 35.00%.
2. Colony Bankcorp posted record earnings for fiscal year 2000. Net
income for 2000 increased by approximately 8.00% from 1999.
3. Colony Bankcorp's total assets increased by approximately 19.50%
from fiscal 1999 to fiscal 2000.
The compensation committee considered similar factors in setting the
compensation for Messrs. Hester and Patten.
The Board of Directors of the Company did not modify or reject any
recommendations we made in 2001 with respect to compensation decisions.
COLONY BANKCORP, INC. COMPENSATION COMMITTEE:
L. Morris Downing, Jr. James D. Minix
Harold E. Kimball Joe K. Shiver
Marion H. Massee, III
James D. Minix is an executive officer of the company but does not
participate in any matters relating to his compensation.
Audit Committee Report
The Audit Committee reports as follows with respect to the audit of the
Company's 2001 audited consolidated financial statements.
. The Committee has reviewed and discussed the Company's 2001
audited consolidated financial statements with the Company's
management;
. The Committee has discussed with the independent auditors, McNair,
McLemore, Middlebrooks, & Co., LLP, the matters required to be
discussed by SAS 61, which
12
include, among other items, matters related to the conduct of the
audit of the Company's consolidated financial statements;
. The Committee has received written disclosures and the letter from
the independent auditors required by ISB Standard No.1 (which
relates to the auditor's independence from the corporation and its
related entities) and has discussed with the auditors the
auditor's independence from the Company; and
. Based on review and discussions of the Company's 2001 audited
consolidated financial statements with management and discussions
with the independent auditors, the Audit Committee recommended to
the Board of Directors that the Company's 2001 audited
consolidated financial statements be included in the Company's
Annual Report on Form 10-K.
March 19, 2002 AUDIT COMMITTEE:
Harold E. Kimball
L. Morris Downing, Jr.
R. Sidney Ross
Terry L. Coleman
Audit Committee Charter
The Board of Directors has adopted a written charter for the Audit
Committee, a copy of which is attached to this Proxy Statement as Exhibit A. The
Board of Directors reviews and approves changes to the Audit Committee charter
annually.
Independence of Audit Committee Members
The Company's Audit Committee is comprised of Harold E. Kimball, L.
Morris Downing, Jr., R. Sidney Ross and Terry L. Coleman. Each of these members
meets the requirements for independence as defined by the applicable Nasdaq
standards.
13
Exhibit A
COLONY BANKCORP, INC.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing:
the financial reports and other financial information provided by the
Corporation to any governmental body or the public; the Corporation's
systems of internal controls regarding finance, accounting, legal
compliance and ethics that management and the Board have established;
and the Corporation's auditing, accounting and financial reporting
processes generally. Consistent with this function, the Audit Committee
should encourage continuous improvement of and should foster adherence
to the corporation's policies, procedures and practices at all levels.
The Audit Committee's primary duties and responsibilities are to:
. Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal
control system.
. Review and appraise the audit efforts of the Corporation's
independent accountants and internal auditing department.
. Provide an open avenue of communications among the
independent accountants, financial and senior management, the
internal auditing department, and the Board of Directors.
The Audit Committee will primarily fulfill theses responsibilities by
carrying out the activities enumerated in Section IV of this Charter.
II. COMPOSITION
The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent directors,
and free from any relationship that, in the opinion of the Board, would
interfere with the exercise of his or her independent judgment as a
member of the Committee. "Independent director" means a person other
than an officer or employee of the company or its subsidiaries or any
other individual having a relationship which, in the opinion of the
company's Board of Directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a
director.
The members of the Committee shall be elected by the Board at the
annual organizational meeting of the Board or until their successors
shall be duly elected and qualified. Unless a Chair is elected by the
full Board, the members of the Committee may designate a Chair by
majority vote of the full Committee membership.
14
III. MEETINGS
The Committee shall meet monthly or more frequently as circumstances
dictate. As part of its job to foster open communication, the Committee
should meet at least annually with management, the director of the
internal auditing department and the independent accountants to discuss
any matters that the Committee or each of these groups believe should
be discussed privately. In addition, the Committee, or at least its
Chair, should meet with the independent accountants and management
quarterly to review the Corporation's financials.
IV. RESPONSIBILITIES AND DUTIES
1. Review and update this Charter periodically, at least
annually, as conditions dictate.
2. Review the organization's annual financial statements and any
reports or other financial information submitted to any
governmental body, or the public, including any certification,
report, opinion, or review rendered by the independent
accountants.
3. Review the regular internal reports to management prepared by
the internal auditing department and management's response.
4. Review with financial management and the independent
accountants the 10-Q and 10-K prior to its filing. The Chair
of the Committee may represent the entire Committee for
purposes of this review.
Independent Accountants
-----------------------
5. Recommend to the Board of Directors the selection of the
independent accountants, considering independence and
effectiveness and approve the fees and other compensation to
be paid to the independent accountants. The committee shall
receive annually from the independent accountants, a formal
written statement delineating all relationships between the
auditor and the company consistent with Independence Standards
Board Standard 1. The Committee shall actively engage in a
dialogue with the independent auditor with respect to any
disclosed relationships or service that may impact the
objectivity and independence of the auditor and for taking or
recommending that the full board take appropriate action to
ensure the independence of the outside auditor.
6. The Committee shall ensure the outside auditor's ultimate
accountability to the Board of Directors and the audit
committee, as representatives of shareholders and these
shareholder representatives' shall have ultimate authority and
responsibility to select, evaluate, and where appropriate,
replace the outside auditor (or to nominate the outside
auditor to be proposed for shareholder approval in any proxy
statement).
15
7. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness and
accuracy of the organization's financial statements.
Financial Reporting Processes
-----------------------------
8. In consultation with the independent accountants and the internal
auditors, review the integrity of the organization's financial
reporting processes, both internal and external.
9. Consider the independent accountant's judgments about the quality and
appropriateness of the Corporation's accounting principles as applied
in its financial reporting.
10. Consider and approve, if appropriate, major changes to the
Corporation's auditing and accounting principles and practices as
suggested by the independent accountants, management, or the internal
auditing department.
Process Improvement
-------------------
11. Establish regular and separate systems of reporting to the Audit
Committee by each of management, the independent accountants and the
internal auditors regarding any significant judgments made in
management's preparation of the financial statements and the view of
each as to appropriateness of such judgments.
12. Following completion of the annual audit, review separately with each
of management, the independent accountants and the internal auditing
department any significant difficulties encountered during the course
of the audit, including any restrictions on the scope of work or
access to required information.
13. Review any significant disagreement among management and the
independent accountants or the internal auditing department in
connection with the preparation of the financial statements.
14. Review with the independent accountants, the internal auditing
department and management the extent to which changes or improvements
in financial or accounting practices, as approved by the Audit
Committee, have been implemented. (This review should be conducted at
an appropriate time subsequent to implementation of changes or
improvements, as decided by the Committee.)
16
Ethical and Legal Compliance
----------------------------
15. Review activities, organizational structure, and qualification of the
internal audit department.
16. Review, with the organization's counsel, legal compliance matters
including corporate securities trading policies.
17. Review, with the organization's counsel, any legal matter that could
have a significant impact on the organization's financial statements.
18. Perform any other activities consistent with this Charter, the
Corporation's By-laws and governing law, as the Committee or the Board
deems necessary or appropriate.
Proposal No. 2
The Board of Directors recommends that shareholders approve an amendment to
the bylaws of Colony Bankcorp, Inc. to add Section 3.8 requiring mandatory
retirement of directors upon reaching the age of 70 years.
At its January 17, 2002 board meeting, the Board of Directors amended the
bylaws subject to ratification by a majority vote of the shareholders, to add
Section 3.8 requiring mandatory retirement of directors upon reaching the age of
70 years. If you approve this amendment, Section 3.8 of our bylaws will read as
follows:
3.8 Mandatory Retirement of Directors. Any director who reaches the age of
---------------------------------
70 years at any time during the annual term of his or her term of office
shall not be permitted to be appointed or reappointed as a director of the
company for any term following the term during which said director has
reached the age of 70 years.
This provision shall in no way prohibit or limit the right of the
corporation to appoint a person as honorary director, director emeritus or
member of any advisory board established by the Board of Directors at any
time regardless of age, and to be compensated as provided in Section 3.5
herein.
The Board of Directors recommends that you vote "FOR" the proposal to amend
Colony Bankcorp Inc.'s bylaws to require mandatory retirement of directors upon
reaching the age of 70 years.
17
COLONY BANKCORP, INC & SUBSIDIARIES
SELECTED FINANCIAL DATA
The following financial information are tabular presentations of the financial
condition in interest rate sensitivity of the company.
Year Ended December 31,
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
Selected Balance Sheet Data:
Total Assets 621,575 519,903 435,272 381,348 342,947
Total Loans 456,052 388,003 315,435 252,864 234,288
Total Deposits 528,017 450,012 374,450 330,746 298,162
Investment Securities 77,433 68,905 61,393 69,704 56,915
Federal Home Loan Bank Stock 2,214 1,610 1,426 2,094 55,045
Stockholders' Equity 41,971 40,210 35,011 33,096 28,821
Selected Income Statement Data:
Interest Income 45,884 41,758 33,260 30,653 28,777
Interest Expense 25,740 22,265 17,114 15,521 13,992
Net Interest Income 20,144 19,493 16,146 15,132 14,785
Provision for Loan Losses 1,854 2,280 1,166 1,157 1,489
Other Income 4,527 3,491 3,119 2,659 2,528
Other Expenses 15,507 14,004 12,017 11,090 10,601
Income Before Tax 7,310 6,700 6,082 5,544 5,223
Income Tax Expense 2,444 2,187 1,902 1,692 1,605
Net Income before minority interest
and cumulative effect 4,866 4,513 4,180 3,852 3,618
Minority interest -- -- -- -- --
Net income before cumulative effect 4,866 4,513 4,180 3,852 3,618
Cumulative effect -- -- -- -- --
Net Income 4,866 4,513 4,180 3,852 3,618
Weighted Average Shares Outstanding 4,422 4,439 4,435 4,426 4,346
Shares Outstanding 4,241 4,440 4,435 4,426 4,346
Intangible Assets 457 511 208 226 244
Dividends Paid 1,055 844 621 510 435
Average Assets 563,945 476,753 406,794 353,492 325,070
Average Stockholders' Equity 42,697 37,238 34,204 31,524 27,396
Net Charge-offs 1,356 1,301 1,210 1,006 1,349
Reserve for Loan Losses 6,159 5,661 4,682 4,726 4,575
OREO 1,554 349 883 908 1,311
Nonperforming Loans 8,913 5,937 5,761 6,339 5,924
Nonperforming Assets 10,467 6,286 6,644 7,247 7,235
Average Earning Assets 530,787 448,657 378,367 323,464 303,648
Noninterest Bearing Deposits 37,744 38,649 33,720 29,216 27,320
18
COLONY BANKCORP, INC & SUBSIDIARIES
SELECTED FINANCIAL DATA
Year Ended December 31,
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
PER SHARE DATA:
Net Income 1.10 1.02 0.94 0.87 0.83
Book Value 9.90 9.06 7.89 7.48 6.63
Tangible Book Value 9.79 8.94 7.85 7.43 6.58
Dividends 0.24 0.19 0.14 0.12 0.10
PROFITABILITY RATIOS:
Net Income to Average Assets 0.86% 0.95% 1.03% 1.09% 1.11%
Net Income to Average Stockholders'
Equity 11.40% 12.12% 12.22% 12.22% 13.21%
Net Interest Margin 3.84% 4.39% 4.33% 4.66% 4.91%
LOAN QUALITY RATIOS:
Net Charge-offs to Total Loans 0.30% 0.34% 0.38% 0.40% 0.58%
Reserve for Loan Losses to Total
Loans and OREO 1.35% 1.46% 1.48% 1.86% 1.94%
Nonperforming Assets to Total
Loans and OREO 1.95% 1.53% 1.82% 2.50% 2.51%
Reserve for Loan Losses to
Nonperforming Loans 69.10% 95.35% 81.27% 74.55% 77.23%
Reserve for Loan Losses to Total
Nonperforming Assets 58.84% 90.06% 70.47% 65.21% 63.23%
LIQUIDITY RATIOS:
Loans to Total Deposits 86.37% 86.22% 84.24% 76.45% 78.58%
Loans to Average Earning Assets 85.92% 86.48% 83.37% 78.17% 77.16%
Noninterest-Bearing Deposits to Total
Deposits 7.15% 8.59% 9.01% 8.83% 9.16%
CAPITAL ADEQUACY RATIOS:
Common Stockholders' Equity to
Total Assets 6.75% 7.73% 8.04% 8.68% 8.40%
Total Stockholder's Equity to Total
Assets 6.75% 7.73% 8.04% 8.68% 8.40%
Dividend Payout Ratio 21.68% 18.70% 14.86% 13.24% 12.02%
19
COLONY BANKCORP, INC. AND SUBSIDIARIES
QUARTERLY RESULTS OF OPERATIONS
Three Months Ended
-----------------------------------------
Dec. 31 Sept. 30 June 30 Mar. 31
--------- -------- ------- --------
2001 ($ in thousands, except per share data)
Interest Income 11,277 11,654 11,535 11,418
Interest Expense 6,116 6,534 6,568 6,522
------ ------ ------ ------
Net Interest Income 5,161 5,120 4,967 4,896
Provision for Loan Losses 742 453 373 286
Securities Gains (Losses) 323 -- 49 15
Noninterest Income 1,180 990 1,013 957
Noninterest Expense 4,130 3,899 3,792 3,686
------ ------ ------ ------
Income Before Income Taxes 1,792 1,758 1,864 1,896
Provision for Income Taxes 568 598 642 636
------ ------ ------ ------
Net Income 1,224 1,160 1,222 1,260
====== ====== ====== ======
Net Income per Common Share
Basic 0.29 0.26 0.27 0.28
Diluted 0.29 0.26 0.27 0.28
Three Months Ended
----------------------------------------
Dec. 31 Sept. 30 June 30 Mar. 31
-------- -------- ------- -------
2000 ($ in thousands, except per share data)
Interest Income 11,522 10,955 10,009 9,272
Interest Expense 6,362 5,958 5,164 4,781
------ ------ ------- ------
Net Interest Income 5,160 4,997 4,845 4,491
Provision for Loan Losses 446 752 605 477
Securities Gains (Losses) -- (494) -- --
Noninterest Income 916 893 835 847
Noninterest Expense 3,670 3,405 3,353 3,082
------ ------ ------- ------
Income Before Income Taxes 1,960 1,239 1,722 1,779
Provision for Income Taxes 644 400 577 566
------ ------ ------- ------
Net Income 1,316 839 1,145 1,213
====== ====== ======= ======
Net Income per Common Share
Basic 0.30 0.19 0.26 0.27
Diluted 0.30 0.19 0.26 0.27
20
COLONY BANKCORP,INC. AND SUBSIDIARIES
INTEREST RATE SENSITIVITY
The following table is an analyis of the Company's interest
rate-sensitivity position at December 31, 2001. The interest rate-sensitivity
gap, which is the difference between interest-earning assets and
interest-bearing liabilities by repricing period, is based upon maturity or
first repricing opportunity, along with a cumulative interest rate-sensitivity
gap. It is important to note that the table indicates a position at a specific
point in time and may not be reflective of positions at other times during the
year or in subsequent periods. Major changes in the gap position can be, and
are, made promptly as market outlooks change.
Assets and Liabilities Repricing Within
---------------------------------------
3 Months 4 to 12 1 to 5 Over 5
($ in thousands) or Less Months 1 Year Years Years Total
- ---------------------------------------------------------------------------------------------------------------------------
EARNING ASSETS:
Interest-bearing deposits 9,877 9,877 9,877
Federal Funds Sold 30,998 30,998 30,998
Investment Securities 50 5,721 5,771 44,562 8,935 59,268
Loans, Net of Unearned Income 161,240 116,866 278,106 163,143 14,804 456,053
-------- -------- -------- -------- ------- --------
Total Interest-earning assets 202,165 122,587 324,752 207,705 23,739 556,196
-------- -------- -------- -------- ------- --------
INTEREST-BEARING LIABILITIES:
Interest-bearing Demand deposits (1) 104,217 104,217 104,217
Savings (1) 19,404 19,404 19,404
Time Deposits 116,100 186,533 302,633 55,796 358,429
Short-term borrowings (2) 8,657 8,637 17,294 13,135 16,500 46,929
-------- -------- -------- -------- ------- --------
Total interest-bearing liabilities 248,378 195,170 443,548 68,931 16,500 528,979
======== ======== ======== ======== ======= ========
Interest rate-sensitivity gap (46,213) (72,583) (118,796) 138,774 7,239 27,217
======== ======== ======== ======== ======= ========
Cumulative interest rate-sensitivity gap (46,213) (118,796) (118,796) 19,978 27,217
======== ======== ======== ======== =======
Interest rate-sensitivity gap as a
percentage of interest-earning assets -8.31% -13.05% -21.36% 24.95% 1.30%
======== ======== ======== ======== =======
Cummulative interest rate-sensitivity gap
as a percentage of interest-earning
assets -8.31% -21.36% -21.36% 3.59% 4.89%
======== ======== ======== ======== =======
(1) Interest- beraring Demand and Savings Accounts for repricing purposes are
considered to reprice within 3 months or less.
(2) Short-term borrowings for repricing purposes are considered to reprice
within 3 months or less.
21
PERFORMANCE GRAPH
The following graph shows the comparison of five-year cumulative total
return among (1) Colony Bankcorp, Inc. common stock, (ii) the NASDAQ-Total US
Index and (iii) SNL Southeast Banks Index.
[GRAPH]
Period Ending
---------------------------------------------------------------------------------------
Index 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
- -------------------------------------------------------------------------------------------------------------------------------
Colony Bankcorp $ 100.00 $ 128.53 $ 177.63 $ 190.14 $ 143.44 $ 196.42
NASDAQ - Total US* $ 100.00 $ 122.48 $ 172.68 $ 320.89 $ 193.01 $ 153.15
SNL Southeast Bank Index $ 100.00 $ 151.59 $ 161.38 $ 127.00 $ 127.52 $ 158.86
* Assumes $100.00 invested on December 31, 1996.
22
Markets for the Registrant's Common Stock and Related Stockholder Matters
Effective April 2, 1998 Colony Bankcorp, Inc. common stock is quoted on the
NASDAQ National Market under the symbol "CBAN". Prior to this date, there was no
public market for the common stock of the registrant.
The following table sets for the high, low and close sale prices per share
of the common stock as reported on the NASDAQ National Market, and the dividends
declared per share for the periods indicated.
Dividend
Year Ended December 31, 2001 High Low Close Per Share
- ---------------------------- ---- --- ----- ---------
Fourth Quarter $13.40 $10.94 $13.40 $0.060
Third Quarter 12.50 9.51 10.94 0.060
Second Quarter 12.75 10.55 11.50 0.060
First Quarter 13.00 10.00 11.50 0.060
Year Ended December 31, 2000
- ----------------------------
Fourth Quarter $11.75 $ 9.38 $10.00 $0.060
Third Quarter 11.63 9.50 10.00 0.045
Second Quarter 12.50 7.94 12.00 0.045
First Quarter 14.50 10.50 11.96 0.040
On February 16, 1999, a 100 percent stock split effected in the form of a
stock dividend payable to shareholders of record on March 31, 1999 was approved
by the Board. All share and per share information in this report has been
restated to give retroactive effect to theses splits. The Registrant paid cash
dividends on its common stock of $1,054,636 or $0.24 per share and $843,653 or
$0.19 per share in 2001 and 2000 respectively. The Company's Board of Directors
approved a reduction in the par value of common stock on February 16, 1999. Par
value was reduced from $10 to $1 per share.
As of December 31, 2001, the Company had approximately 1,115 shareholders
of record.
23
Compliance with Section 16(a) of the 1934 Act
Section 16(a) of the Securities Exchange Act of 1934 and regulations of the
SEC require our executive officers and directors and persons who beneficially
own more than ten percent of any class of our equity securities, as well as
certain affiliates of such persons to file initial reports of ownership of any
equity securities of Colony Bankcorp and subsequent reports of changes in
ownership of such securities with the SEC. Such persons also are required by SEC
regulations to furnish us with copies of all Section 16(a) reports they file.
Based soley on our review of the copies of such reports that we have received
and written representation from such reporting persons that no other reports
were required, we believe that, during the fiscal year ended December 31, 2000,
all Section 16(a) filing requirements applicable to our directors and executive
officers were complied within a timely manner.
Independent Public Accountants
The firm of McNair, McLemore, Middlebrooks & Co., LLP, Macon, Georgia, has
served as our independent accountants each year since 1995, and we consider them
to be well qualified. Our Board of Directors has selected McNair, McLemore,
Middlebrooks & Co., LLP, to serve as our independent accountants for the fiscal
year ending December 31, 2002. Representatives of that firm will be present at
the Annual meeting and will have the opportunity to make a statement if they
desire to do so. They will be available to answer your questions at that time.
Audit Fees. In connection with services rendered in connection with the
audit of the Company's annual financial statements and the review of the
Company's interim financial statements, the Company has estimated that its total
audit fees for fiscal year 2001 were approximately $92,295. This figure is based
on an estimate provided by our accountants, McNair, McLemore, Middlebrooks &
Co., LLP, and includes fees for services that were billed to the Company in
fiscal year 2001 and 2002 in connection with the 2001 fiscal year audit.
Financial Information Systems Design and Implementation Fees. The Company
did not retain its principal accountant to perform Financial Information Systems
Design or Implementation services in fiscal year 2001.
Other Fees. During fiscal year 2001, the company was billed $42,027 by its
principal accountants for services not described above. These "other fees" were
for services including tax advice, consulting services, etc.
The Audit Committee has considered the provision of non-audit services by
our principal accountants and has determined that the provision of such services
were consistent with maintaining the independence of the Company's principal
accountants.
Changes in and Disagreement with Accountants on Accounting and Financial
Disclosure. There was no accounting or disclosure disagreement or reportable
event with the former or current auditors that would have required the filing of
a report on Form 8-K.
24
Shareholder Proposals for 2002 Meeting
Shareholder proposals that are intended to be presented at our 2003 Meeting
of Shareholders must be received by us no later than November 22, 2002, in order
to be included in our proxy statement and related proxy materials for that
meeting. Any notice of a shareholder proposal not received by us on or before
February 5, 2003, will not be considered timely and will not be submitted to the
shareholders at the 2003 annual meeting. Any such proposal must comply with the
rules and regulations of the Securities and Exchange Commission.
Other Matters Which May Come Before the Annual Meeting
Our Board of Directors knows of no matters other than those referred to in
the accompanying Notice of Annual Meeting of Shareholders which may properly
come before the Annual Meeting. However, if any other matter should be properly
presented for consideration and voting at the Annual Meeting or any adjournments
thereof, it is the intention of the persons named as proxies on the enclosed
form of proxy card to vote the shares represented by all valid proxy cards in
accordance with their judgment of what is in Colony Bankcorp's best interest.
Annual Reports
Upon receipt of a written request, we will furnish, without charge, any
owner of common stock of the company a copy of its annual report to the
Securities and Exchange Commission on Form 10-K (the "10-K") for the fiscal year
ended December 31, 2001, including financial statements and the schedules
thereto. Copies of exhibits to the 10-K are also available upon specific request
and payment of a reasonable charge for reproduction. Such requests should be
directed to the Secretary of the Company at the address indicated on the front
of the proxy statement.
25
COLONY BANKCORP, INC.
Post Office Box 989
115 South Grant Street
Fitzgerald, Georgia 31750
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS:
The undersigned hereby appoints Marion H. Massee, III and James D.
Minix and each of them, with full power of substitution, to represent and vote
as designated herein at the annual meeting of shareholders of Colony Bankcorp,
Inc. to be held Tuesday, April 23, 2002 at 6:00 p.m., local time, at Colony
Bankcorp, Inc. Corporate Offices at 115 South Grant Street, Fitzgerald, Georgia
and at any adjournment or postponement thereof; with all the powers (other than
the power to revoke the proxy or vote in a manner not authorized by the exceeded
form of proxy) which the undersigned would have if personally present at such
meeting, to act in their discretion upon any other matter or matters which may
properly be brought before the meeting, and to appear and vote all the shares of
common stock which the undersigned may be entitled to vote.
PROPOSAL I: To elect the ten nominees listed below to serve as
directors for the following year:
_________ FOR all nominees listed below ________WITHHOLD AUTHORITY to
except as marked to the contrary vote for all nominees listed
below). listed below.
---------------------------------------------------------------
Terry L. Coleman James D. Minix
L. Morris Downing, Jr. Walter P. Patten
Terry L. Hester W. B. Roberts, Jr.
Harold E. Kimball R. Sidney Ross
Ben B. Mills, Jr. B. Gene Waldron
INSTRUCTIONS: To withhold authority to vote for any individual
nominees, mark "FOR" above and write the names of such nominees for whom you
wish to withhold authority in the space provided below:
- --------------------------------------------------------------------------------
UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED AS IF MARKED FOR ALL
---
NOMINEES LISTED ABOVE.
The Board of Directors recommends a vote FOR the election of the above
nominees to the Board of Directors.
(Continued on Reverse Side)
PROPOSAL II: To ammend the bylaws of Colony Bankcorp, Inc. to add Section
3.8 requiring mandatory retirement of directors upon reaching
the age of 70 years:
_____ FOR _____ AGAINST _____ ABSTAIN
UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED AS IF MARKED FOR
---
APPROVAL OF THE AMENDMENT TO THE BYLAWS.
The Board of Directors recommends a vote FOR the amendment to the bylaws
of the Company.
If other matters properly come before the meeting, the persons named
herein as proxy shall have the discretionary authority to vote with respect to
such matters after considering the recommendations of management.
The undersigned hereby acknowledge receipt of the annual report of the
company for the fiscal year ended December 31, 2001 and the notice of annual
meeting and proxy statement of the Company for the above-mentioned annual
meeting of shareholders.
Please sign below, date and return promptly in the enclosed, self-
addressed stamped envelope. When shares are held by joint tenants, both should
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign in full corporate
name by president or other authorized person.
DATE:_______________________________, 2002
INDIVIDUALS: ENTITIES:
(Please Print)
__________________________________________ ____________________________________
Name (Please Print)
By:
__________________________________________ ____________________________________
Signature Signature
__________________________________________ ___________________________________
Name of Joint Tenant or Tenant-In-Common, Position
if any (Please Print)
__________________________________________
Signature of Joint Tenant or
Tenant-In-Common, if any