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): December 21,
2006
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)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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217
North Monroe Street, Tallahassee, Florida
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32301
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|||
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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)
[
] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[
] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
CAPITAL
CITY BANK GROUP, INC.
FORM
8-K
CURRENT
REPORT
Item 4.01 Changes
in Registrant’s Certifying Accountant.
On
December 21, 2006, the Audit Committee of the Board of Directors of Capital
City
Bank Group, Inc. (the “Company”) determined that the independent public
accounting firm of the Company, KPMG LLP (“KPMG”), would be replaced by Ernst
& Young LLP (“E&Y”) for the Company’s fiscal year ending December 31,
2007. KPMG
was
notified of this decision on December 21, 2006. The appointment of E&Y and
KPMG’s dismissal will become effective upon KPMG’s completion of the audit of
the Company’s consolidated financial statements as of and for the fiscal year
ending December 31, 2006 and the filing of the Company’s Form 10-K as of and for
the year ending December 31, 2006.
KPMG’s
audit
reports on the Company’s financial statements as of and for the fiscal years
ended December 31, 2005 and 2004 did not contain any adverse opinions or
disclaimers of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.
During
the years
ended December 31, 2005 and 2004 and
the
subsequent interim period through December 21, 2006, (i) there were no
disagreements between the Company and KPMG
on
any
matters of accounting principles or practices, financial statement disclosure
or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of KPMG,
would
have caused KPMG
to
make
reference in their opinions to the subject matter of the disagreement, and
(ii) there were no “reportable events” as that term is defined in
Item 304(a)(1)(v) of Regulation S-K with
respect to the Company during the years ended December 31, 2005 and 2004
and the subsequent interim
period
through
December 21, 2006.
The
Company has provided KPMG
with
a
copy of the foregoing statements and has requested and expects to receive from
KPMG
a
letter
addressed to the Securities and Exchange Commission stating whether or not
KPMG
agrees
with the above statements. A copy of the letter from KPMG
will
be
filed as an amendment to this Form 8-K within two business days of its
receipt.
During
the years
ended December 31, 2005 and 2004 and
the
subsequent interim period through December 21, 2006, neither the Company
nor anyone acting on behalf of the Company, consulted with E&Y
regarding
(1)
the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered
on
the Company’s financial statements; or (2) any matter that was either the
subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K
or
a “reportable event” described in Item 304(a)(1)(v) of Regulation
S-K.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company 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: December 21, 2006 | By: | /s/ J. Kimbrough Davis |
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J. Kimbrough Davis |
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| Executive Vice President and Chief Financial Officer | ||