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 7,
2008
CAPITAL
CITY BANK GROUP, INC.
(Exact
name of registrant as specified in its charter)
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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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(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
8.01. Other Events.
On
October 3, 2007, Visa Inc. (“Visa”) announced that it had completed
restructuring transactions in preparation for its initial public offering
(“IPO”). As part of this restructuring, Capital City Bank Group, Inc.
(“CCBG”), as a member of Visa U.S.A. Inc. (“Visa U.S.A.”), will receive its
proportionate share of Class USA shares of Visa common stock. In
filings with the Securities and Exchange Commission (“SEC”), Visa stated that it
expects to apply a portion of the proceeds from its IPO to fund an escrow
account to cover certain litigation judgments and settlements (the “Covered
Litigation”), including a lawsuit by American Express Co. (“American Express”)
and Discover Financial Services (“Discover”), and may conduct follow-on
offerings to increase the size of the escrow account.
On
November 7, 2007, Visa announced that it had reached a settlement regarding
the
litigation with American Express. On December 21, 2007, Visa filed
its annual report on Form 10-K in which it disclosed that it recorded a
litigation reserve for the litigation with Discover.
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 the Visa U.S.A.’s assertions, CCBG has determined that it is
required to recognize certain contingent obligations. While the
estimation of any potential losses related to the Covered Litigation is highly
speculative, based on Visa’s announced settlement with American Express and its
recorded reserve for the Discover litigation, CCBG will recognize, in its fourth
quarter financial statements, a charge of approximately $992,000, or $0.03
per
diluted common share to recognize the contingent liability related to the
American Express and Discover lawsuits.
In
the
event the IPO occurs, Visa has stated in its filings with the SEC that Visa’s
escrow account discussed above will be used to pay the Covered Litigation
judgments and settlements. Thus, provided that the escrow account has
sufficient funds, the liability recorded on CCBG’s books would no longer be
required.
At
this
time, with respect to the remaining Covered Litigation, CCBG does not know
the
probable outcome of such litigation and cannot reasonably estimate a range
of
loss. CCBG will continue to monitor both the litigation and Visa’s
proposed IPO, and will properly reflect these activities in its financial
statements, when and if appropriate.
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.
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CAPITAL
CITY
BANK GROUP, INC. |
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Date:
January
10,
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 |
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and
Chief Financial Officer |
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