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): January 18,
2008
CAPITAL
CITY BANK GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Florida
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0-13358
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59-2273542
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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217
North Monroe Street, Tallahassee, Florida
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32301
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (850)
671-0300
___________________________________________________
(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)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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CAPITAL
CITY BANK GROUP, INC.
FORM
8-K
CURRENT
REPORT
Item
2.02.
Results of Operations and Financial Condition.
On
January 22, 2008, Capital City Bank Group, Inc. (“CCBG”) issued an earnings
press release reporting CCBG’s financial results for the fiscal year ended
December 31, 2007. A copy of the press release is attached as Exhibit
99.1 hereto and incorporated herein by reference.
The
information furnished under Item 2.02 of this Current Report, including the
Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, nor shall it be deemed incorporated
by
reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such filing.
Item
8.01.
Other Events.
On
January 10, 2008, CCBG filed a Form 8-K (the “January 10th Form 8-K”) announcing
that it had recorded a charge in its fourth quarter financial statements of
approximately $992,000, or $0.03 per diluted common share to recognize a
contingent liability related to the costs of the judgments and settlements
from
certain Visa Inc. (“Visa”) related litigation (“Covered
Litigation”).
Also
as
previously stated by CCBG in the January 10th Form 8-K, in the event that the
Visa IPO occurs, Visa has stated in its filings with the SEC that Visa’s escrow
account established with a portion of its IPO proceeds will be used to pay
the
costs of the judgments and settlements from the Covered
Litigation. Thus, provided that the escrow account has sufficient
funds, the liability recorded on CCBG’s books would no longer be required and
would be reversed.
Further,
in accordance with generally accepted accounting principles, CCBG did not
recognize any value for its ownership interest in Visa.
As
previously stated in the January 10th Form 8-K, Visa U.S.A. believes that its
member banks are required to indemnify Visa U.S.A. for potential losses arising
from the Covered Litigation. Although CCBG has not accepted Visa
U.S.A.’s assertions, CCBG has been advised that recent SEC guidance required
CCBG to record in the fourth quarter of 2007 an additional contingent liability
to recognize certain contingent obligations associated with Visa’s Covered
Litigation. Although the estimation of any potential losses related
to the Covered Litigation is extremely difficult and very subjective, CCBG
has
determined that it must recognize a further charge in its fourth quarter
financial statements of approximately $941,000, or $0.04 per diluted common
share, bringing its total litigation reserve for this matter to $1.9 million,
or
$.07 per diluted share, all of which was recorded during the fourth quarter
of
2007. Upon consummation of Visa’s planned IPO, it is anticipated that
the litigation reserve will be reversed and the fair value of the Visa shares
received by CCBG will exceed the contingent liability which has now been
recorded in connection with the Covered Litigation.
Item
9.01.
Financial Statements and Exhibits.
(c)
Exhibits.
Item
No.
Description
of
Exhibit
99.1
Press release, dated January 22, 2008.
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. | |||
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Date: January
22,
2008
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By:
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/s/ | |
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J.
Kimbrough Davis,
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| Executive Vice President | |||
| and Chief Financial Officer | |||
EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Press
release, dated January 22, 2008.
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