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First Capital Bank Holding Corp · 424B3 · On 4/30/99

Filed On 4/30/99 · SEC File 333-69973 · Accession Number 950144-99-5133

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

 4/30/99  First Capital Bank Holding Corp   424B3                  1:65                                     950144

Prospectus · Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       First Capital Bank Holding Corporation                65    295K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Additional Information Balance Sheet Board of Directors Business of First Capital Business of First National Bank Certain Transactions Common Stock Company, The Description of Capital Stock Dividend Policy Employment Agreement Escrow of Subscription Funds Experts Failure of First National Bank to Begin Operations Financial Statements Legal Matters Legal Proceedings Management Management's Discussion and Analysis of Financial Condition and Results of Operations Market Area and Competition Notes to Financial Statements Offering, The Organizers and Principal Shareholders Plan of Distribution Premises Prospectus Summary Purchases by Organizers of First Capital Report of Independent Certified Public Accountants Risk Factors Security Ownership of Certain Beneficial Owners and Management Statement of Cash Flows Statement of Changes in Stockholder's Deficit Statement of Operations Stock Option Plans Supervision and Regulation Terms of the Offering The Company The Offering Use of Proceeds Year 2000
1	1st Page
2	Prospectus Summary
3	The Offering
6	Risk Factors
11	Terms of the Offering
12	Escrow of Subscription Funds
13	Failure of First National Bank to Begin Operations
"	Purchases by Organizers of First Capital
14	Plan of Distribution
16	Use of Proceeds
18	Dividend Policy
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
19	Business of First Capital
"	Premises
20	Business of First National Bank
21	Market Area and Competition
26	Year 2000
27	Supervision and Regulation
32	Organizers and Principal Shareholders
33	Management
36	Employment Agreement
37	Stock Option Plans
38	Security Ownership of Certain Beneficial Owners and Management
39	Certain Transactions
"	Description of Capital Stock
"	Common Stock
41	Board of Directors
43	Legal Proceedings
"	Legal Matters
44	Experts
"	Additional Information
45	Financial Statements
47	Report of Independent Certified Public Accountants
48	Balance Sheet
49	Statement of Operations
50	Statement of Changes in Stockholder's Deficit
51	Statement of Cash Flows
52	Notes to Financial Statements
58	The Company

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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-69973

1,000,000 SHARES OF COMMON STOCK
165,000 COMMON STOCK PURCHASE WARRANTS
(FIRST CAPITAL BANK HOLDING CORPORATION LOGO)

First Capital Bank Holding Corporation is conducting this initial public
offering of shares of its common stock to raise capital to form First National
Bank of Nassau County, a proposed national bank in Fernandina Beach, Florida.
First Capital is offering a minimum of 610,000 shares and a maximum of 1,000,000
shares at a price of $10.00 per share. First Capital is also offering 165,000
warrants to purchase shares of the common stock to the organizers of First
Capital. The common stock will be marketed through Allen C. Ewing & Co. as sales
agent for First Capital. Although the sales agent will use its best efforts to
market and sell the common stock, there is no guarantee that the required
minimum number of shares will be sold. The minimum subscription amount is 100
shares per investor.

We will deposit all subscription funds in an interest-bearing escrow
account with our escrow agent, The Bankers Bank, until we have received
subscriptions for 610,000 shares. If we do not receive subscriptions for 610,000
shares by July 12, 1999, we will terminate the offering and promptly return all
subscription funds to subscribers, with any interest earned on the funds. We
may, however, at our option, extend the offering until April 6, 2000, without
giving notice to investors. We reserve the right to reject all or part of any
subscription for any reason. Our sales agent will receive commissions of $0.25
for shares sold in the Nassau County community offering and $0.50 for shares
sold to the general public. No commissions will be paid for the 330,000 shares
to be sold to the organizers of First Capital.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. WE URGE YOU
TO READ CAREFULLY THE "RISK FACTORS" SECTION BEGINNING ON PAGE 5, ALONG WITH THE
REST OF THIS PROSPECTUS, BEFORE YOU MAKE YOUR INVESTMENT DECISION.

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MINIMUM MAXIMUM
PER SHARE OFFERING OFFERING
--------- ---------- -----------

Price to Public....................................... $10.00 $6,100,000 $10,000,000
Maximum Sales Commissions............................. $ 0.50 $ 0 $ 335,000
Proceeds to First Capital............................. $ 9.50 $6,100,000 $ 9,665,000

- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

- THESE SECURITIES ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.

ALLEN C. EWING & CO.
Sales Agent

The date of this prospectus is April 12, 1999.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this
prospectus. It does not contain all of the information you should consider
before investing in our common stock. To fully understand this offering, you
should read the entire prospectus carefully, including the risk factors and the
financial statements.

THE COMPANY

We formed First Capital to operate as a bank holding company and as the
sole shareholder of First National Bank of Nassau County, a proposed national
bank. We anticipate that we will receive all necessary regulatory approvals and
be able to begin business operations of First National Bank in July of 1999. Our
temporary mailing address is 1875A South 14th Street, Fernandina Beach, Florida
32034, and our temporary telephone number is (904) 321-0400.

STRATEGY

Our business strategy is to create a community-oriented financial
institution focused on providing personalized service to clients and offering
products designed to meet their specific needs. We believe that First National
Bank can attract clients who prefer to conduct business with a locally- managed
institution that demonstrates a continuing, active interest in its clients'
business and personal objectives.

We believe First National Bank will be able to generate
competitively-priced loans and deposits in the Nassau County market and
anticipate that our staff will use data processing systems selected to deliver
high-quality products and provide responsive service to clients. We anticipate
that First National Bank will contract with third-party service providers to
provide customers with convenient electronic access to their accounts and other
competitive bank products. Such an arrangement should allow First National Bank
to use current technology while minimizing the costs of providing these
services. We expect this approach to our operations to be appealing to clients
who have been receiving banking services in the depersonalized environment of
larger competitors. See "Business of First National Bank" beginning on page 19.

MARKET AREA

Fernandina Beach is located in Nassau County, Florida, which is within
the Jacksonville, Florida metropolitan area. Nassau County is an integral part
of the Jacksonville metropolitan area and has participated in the growth
experienced by Jacksonville in recent years. First National Bank's primary
service area will include the Florida communities of Fernandina Beach, Amelia
Island, O'Neil, and Yulee, as well as St. Mary's, Georgia. Amelia Island is
considered to be one of the foremost residential and retirement areas in
Florida, and the Ritz-Carlton Hotel and the Amelia Island Plantation are among
the premier resort hotels on Florida's East Coast. As of June 30, 1998, total
bank deposits in Nassau County were approximately $369 million.

COMPETITION

The banking industry in First National Bank's market area has
experienced significant consolidation in recent years principally as the result
of the liberalization of interstate banking and branching laws. Many of our
area's former community banks have been acquired by large regional financial
institutions headquartered outside our market area. This consolidation has
resulted in

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- the repricing of products and services,
- the elimination of local boards of directors,
- adjustments in management and branch personnel, and
- a change in the level of personalized customer service

Because of recent changes in interstate banking regulations, we expect this type
of consolidation to continue.

We believe that this competitive situation, when coupled with our area's
stable family income and growing economic business base, creates a favorable
opportunity for a new commercial bank. In addition, we believe that our
management experience and our dedicated local board of directors will attract
customers to our locally-managed community bank. We believe that these
attributes will allow us to offer highly professional, personalized attention
and timely response to product and service requests due to an active interest in
our customers' business and personal financial needs. Once we open for business,
First National Bank will be the only independent commercial bank headquartered
in our market area.

THE OFFERING

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Securities Offered..................... 1,000,000 shares of common stock and 165,000 common stock
purchase warrants. To complete this offering, we must sell a
minimum of 610,000 shares. Each investor must purchase a
minimum of 100 shares. Each warrant entitles the holder to
purchase one share of common stock at an exercise price of $10.00
per share. See "Terms of the Offering" beginning on page 10.

Common Stock to be
Outstanding after the Offering......... Minimum--610,000 shares
Maximum--1,000,000 shares

These figures do not include up to
165,000 shares of common stock issuable
upon the exercise of the warrants.

Price to Public........................ $10.00 per share

Plan of Distribution................... Shares of the common stock of First Capital will be marketed
through Allen C. Ewing & Co., our sales agent, which will receive
no more than a 5% commission on any particular sale. Although the
sales agent will use its best efforts to market and sell the common
stock, we cannot guarantee that the required minimum number of
shares will be sold.

The sales agent will offer the common
stock to three different groups of
investors:

- the organizers
- the Nassau County community, and
- the general public

As indicated in the following table, the
amount of commissions to be paid to
Allen Ewing will vary depending upon the
amount of common stock purchased by each
group.

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· Download Table

No. of Shares Commission
Investors to be Purchased to be Paid
--------- --------------- ----------

Organizers 330,000 0%

Members of
the Nassau County
Community 0-670,000 2.5%

General Public
Offering 0-670,000 5.0%

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The sales agent will first market the shares to members of the
Nassau community. Any shares remaining after the shares have
been offered to the Nassau County community will be available
for sale to the general public. See "Plan of Distribution"
beginning on page 13.

Offering Conditions.................... We must satisfy the following conditions to complete the offering:

- at least $6,100,000 must be deposited in an escrow account
with The Bankers Bank
- the Federal Reserve Board must approve First Capital's
application to become a bank holding company
- the organizers must receive preliminary approval from the
Office of the Comptroller of the Currency to charter First
National Bank
- the Federal Deposit Insurance Corporation must approve First
National Bank's application for deposit insurance
- we must not have canceled this offering before funds are
withdrawn from the subscription escrow account

Escrow Arrangements.................... Until we have satisfied all of the offering conditions, we will place
all funds in an escrow account. If we have not satisfied the
offering conditions by July 12, 1999, we will return to the
subscribers all funds placed in the escrow account, along with any
interest earned on the funds.

Once we have satisfied all of the offering conditions, The Bankers Bank
will release all funds to First Capital. Any funds received after this
time will not be placed in escrow, but will be immediately available
for use by First Capital. At this point, all subscribers may lose a
portion of their investment if either First Capital or First National
Bank does not receive final regulatory approval. Prior to the release
of the funds, The Bankers Bank may invest the funds in short-term
investments upon instruction by the President of First Capital. See
"Terms of the Offering-- Escrow of Subscription Funds" beginning on
page 11.

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Use of Proceeds........................ We will use proceeds of the offering:

- to purchase all of the issued and outstanding First National Bank
stock,
- to provide working capital for
First National Bank to begin its
business operations, including
officers' and employees' salaries
and construction of permanent
office facilities,
- to pay expenses in connection with
the formation of First Capital, the
organization of First National
Bank, and this securities offering,
and
- for other general corporate purposes

Twenty-five percent of all funds
received in excess of $6 million will be
reserved by First Capital for growth of
First National Bank; the remainder will
be reserved for general corporate
purposes at the holding company level.
See "Use of Proceeds" beginning on page
15.

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RISK FACTORS

An investment in our common stock involves a significant degree of risk.
You should not invest in our common stock unless you can afford to lose your
entire investment. You should consider carefully these risk factors together
with all of the other information included in this prospectus before you decide
to purchase shares of our common stock.

WE HAVE NO OPERATING HISTORY UPON WHICH TO BASE AN ESTIMATE OF OUR FUTURE
SUCCESS.

First National Bank, which initially will be the sole subsidiary of
First Capital, is in organization and neither First National Bank nor First
Capital has any operating history on which to base any estimate of future
performance. The financial statements presented in this prospectus may not be as
meaningful as those of a company which does have a history of operations. In
addition, the success of our operations must be considered in light of the
expenses, complications, and delays frequently encountered in connection with
the development of a new bank. Because of our lack of operating history, you do
not have access to the type and amount of information that would be available to
a purchaser of the securities of a financial institution with an operating
history.

IF WE FAIL TO RECEIVE NECESSARY REGULATORY APPROVALS, YOU COULD LOSE A PORTION
OF YOUR INVESTMENT.

If you invest in our common stock and we release the funds from the
escrow account and incur start-up expenses, but fail to receive final regulatory
approval, we would seek to dissolve and liquidate First Capital. Upon
liquidation, we would return to subscribers all of their funds with interest,
less all expenses incurred by First Capital. See "Terms of the Offering
--Failure of First National Bank to Begin Operations" at page 12.

IF WE DO NOT RECEIVE REGULATORY APPROVALS IN A TIMELY MANNER, IT COULD DELAY THE
DATE ON WHICH FIRST NATIONAL BANK OPENS FOR BUSINESS WHICH WOULD INCREASE OUR
PRE-OPENING EXPENSES AND WOULD POSTPONE ANY REALIZATION OF REVENUES.

Although we expect to receive all regulatory approvals and to open for
business in the third quarter of 1999, we can give no assurance as to when, if
at all, these events will occur. Any delay in beginning First National Bank's
operations will increase pre-opening expenses and postpone First National Bank's
realization of potential revenues. Such a delay will cause our accumulated
deficit to increase as a result of continuing operating expenses, such as
salaries and other administrative expenses, and our lack of revenue.

IF OUR PROPOSED CHIEF EXECUTIVE OFFICER, MICHAEL SANCHEZ, WERE TO BECOME
UNAVAILABLE, IT COULD DELAY OR PREVENT OUR OPENING FOR BUSINESS.

Regulatory approval to establish and operate a national bank partially
depends upon the approval of the bank's proposed chief executive officer by the
bank's primary regulator, the Office of the Comptroller of the Currency.
Generally, the chief executive officer of a start-up financial institution is
considered vital to the potential success of the new institution. In our charter
application to the OCC, we proposed Michael G. Sanchez as First National Bank's
chief executive officer. If Mr. Sanchez were to become unavailable for any
reason, final regulatory approval to begin banking operations would be delayed
until the OCC approved a suitable replacement. It is possible that we would not
be able to find a suitable replacement for Mr. Sanchez. See "Management"
beginning on page 32.

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WE WILL INCUR SUBSTANTIAL START-UP EXPENSES AND WE DO NOT EXPECT TO BE
PROFITABLE IN THE NEAR FUTURE.

Initially, First Capital will merely act as the sole shareholder of
First National Bank. Thus, the profitability of First Capital will depend upon
the successful operation of First National Bank. Typically, new banks are not
profitable in the first year of operation and sometimes are not profitable for
several years. First National Bank will incur substantial expenses in
establishing itself as a going concern, and we can offer no assurance that it
will be profitable or that future earnings, if any, will meet the levels of
earnings prevailing in the banking industry.

THE OPERATION OF FIRST NATIONAL BANK MAY IN THE FUTURE REQUIRE MORE CAPITAL THAN
WE WILL RAISE IN THIS OFFERING AND WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL
CAPITAL ON TERMS WHICH ARE FAVORABLE TO INVESTORS.

We intend to capitalize First National Bank at $6,000,000 regardless of
whether the minimum or the maximum number of shares are sold. We will reserve at
the holding company level twenty-five percent of all funds received in excess of
the $6,000,000 capitalization for the growth of First National Bank in
compliance with OCC regulations. We will hold the remainder of the funds at the
holding company level for general corporate purposes. Although we anticipate
that the minimum amount of capital to be raised by this offering will be
sufficient to support First National Bank's immediate capital needs, we may, in
the future, issue additional shares of our common stock or other securities to
obtain additional capital. We can give no assurance that we will be able to
access the capital markets in the future in order to obtain additional capital.

WE WILL BE COMPETING IN NASSAU COUNTY WITH MANY OTHER, LARGER FINANCIAL
INSTITUTIONS WHICH HAVE GREATER FINANCIAL RESOURCES THAN US.

First National Bank will be a full service commercial bank in Fernandina
Beach, Nassau County, Florida. The Nassau County market is served by six banks
and three credit unions. Our relatively small size may affect our ability to
compete effectively with larger institutions in offering financial services. In
addition, the Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 has further increased competition by eliminating interstate branching
barriers for certain financial institutions and enabling financial institutions
located outside Florida to more easily access the market served by First
National Bank. If we are unable to successfully compete for deposits, loans, and
other banking business, this inability would likely have an adverse effect on
our potential for growth and profitability. See "Business of First National
Bank--Market Area and Competition" beginning on page 20.

OUR SUCCESS WILL DEPEND SIGNIFICANTLY UPON GENERAL ECONOMIC CONDITIONS IN NASSAU
COUNTY.

Our success will depend significantly upon general economic conditions
in Nassau County. A prolonged economic dislocation or recession affecting Nassau
County could cause First National Bank's non-performing assets to increase,
causing operating losses, impaired liquidity and the erosion of capital. Such an
economic dislocation or recession could result from a variety of causes,
including natural disasters such as hurricanes, floods or tornadoes, or a
prolonged downturn in various industries upon which the economy of Nassau County
depends. Moreover, as many of our shareholders will most likely be residents of
the Nassau County community, a prolonged downturn in the economy of Nassau
County could result in sales of large amounts of our common stock.

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RAPIDLY RISING OR FALLING INTEREST RATES COULD SIGNIFICANTLY HARM OUR BUSINESS.

Our results of operations, and the results of most other banks and bank
holding companies, will be significantly affected by changes in market interest
rates. Our profitability will depend substantially on our net interest income,
which is the difference between the interest income earned on our
interest-bearing assets, such as loans, and the interest paid on our
interest-bearing liabilities, such as deposits and borrowings. To the extent
that the maturities of these assets and liabilities differ, rapidly rising or
falling interest rates could have a material effect on our earnings. Based on
the anticipated mix of our loan portfolio, it is more likely that rapidly
falling interest rates would have a greater adverse effect on our operations.
See "Business of First National Bank -- Asset/Liability Management" at page 24.

OUR INITIAL LENDING LIMIT WILL BE LOWER THAN MANY OF OUR COMPETITORS WHICH MAY
DISCOURAGE POTENTIAL CUSTOMERS AND LIMIT OUR GROWTH.

At least during our first years of operation, our legally mandated
lending limit will be lower than that of many of our competitors because during
this period we will have less capital than many of our competitors. Initially,
we will have a legal lending limit for unsecured loans of $900,000 to any one
borrower. Our lower lending limit may discourage potential borrowers who have
lending needs that exceed our limit, which may restrict our ability to grow. We
may try to serve the needs of these borrowers by selling loan participations to
other institutions, but this strategy may not succeed.

WE COULD BE ADVERSELY AFFECTED BY ANY CHANGES IN THE LAW, ESPECIALLY CHANGES
DEREGULATING THE BANKING INDUSTRY.

Both First Capital and First National Bank will operate in a highly
regulated environment and will be subject to supervision and examination by
several regulatory agencies. As a bank holding company, First Capital will be
subject to regulation and supervision by the Federal Reserve Board. As a
national bank, First National Bank will be subject to regulation and supervision
primarily by the OCC and, to a lesser extent, by the Federal Deposit Insurance
Corporation. These regulations are intended primarily for the protection of
depositors, not for the benefit of investors, and they may restrict or limit the
manner in which we may conduct business and obtain financing. First Capital and
First National Bank will be subject to changes in federal and state law,
regulations, governmental policies, income tax laws and accounting principles.
In particular, legislation and regulations deregulating the banking industry and
allowing interstate expansion of financial services firms could adversely affect
our business along with that of the entire banking industry by creating
additional competition. The effects of any potential changes cannot be
predicted, but they could adversely affect our future operations. See
"Supervision and Regulation" beginning on page 26.

THE SHARES OF COMMON STOCK ARE NOT INSURED BANK DEPOSITS.

Although deposits at First National Bank will be insured by the FDIC to
the maximum amount permitted by law, shares of First Capital common stock are
not bank or deposit accounts. Thus, our common stock is not insured by the FDIC
or any other governmental agency.

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THE ORGANIZERS AS A GROUP WILL BE ABLE TO EXERCISE GREATER CONTROL OVER FIRST
CAPITAL'S MANAGEMENT AND AFFAIRS THAN WILL ANY INDIVIDUAL INVESTOR AND THEY MAY
HAVE INTERESTS THAT ARE DIFFERENT FROM YOURS AS AN INVESTOR.

The organizers intend to purchase 330,000 shares or $3,300,000 in the
offering, which will equal approximately 54.1% of the 610,000 shares to be
outstanding upon completion of the minimum offering or 33.0% of the 1,000,000
shares to be outstanding should the maximum number of shares be sold. As a
result of their ownership, the organizers will be able to exercise significant
control over the management and affairs of First Capital and First National
Bank. The organizers may have interests that are different from yours as an
investor. See "Security Ownership of Certain Beneficial Owners and Management"
at page 37.

WE INTEND TO GRANT WARRANTS AND STOCK OPTIONS TO THE ORGANIZERS AND SOME OF OUR
EMPLOYEES WHICH, IF EXERCISED, WOULD REDUCE YOUR PERCENTAGE OWNERSHIP IN FIRST
CAPITAL.

On the date First National Bank opens for business, First Capital will
grant to the organizers warrants to purchase additional shares of common stock
in consideration for their services in forming First Capital and First National
Bank. Each warrant will entitle the organizer to purchase one additional share
of common stock. The actual number of warrants granted will vary depending upon
the number of shares actually sold in the offering. The number of warrants
granted will be capped so that each organizer will receive no more than one
warrant for every two shares he or she purchases in the offering. Given the
organizers' intent to purchase 330,000 shares in the offering, they will receive
up to a maximum of 165,000 warrants. For additional information regarding the
terms of the warrants, see "Terms of the Offering--Purchases by Organizers of
First Capital" at page 12.

In addition, we have established an incentive stock option plan which
will allow us to grant stock options to employees who are contributing
significantly to the management or operation of the business of First Capital or
First National Bank. Under this plan, we have reserved 100,000 shares of common
stock for the issuance of options, of which Michael G. Sanchez, the President of
First Capital and First National Bank, will receive options to purchase 30,000
shares or 5% of the number of shares sold in the offering, whichever is less.
See "Management--Stock Option Plans" at page 36. Any future exercise of the
organizers' warrants or options under the option plan would dilute your
percentage ownership interest in First Capital. For example, prior to the
exercise of their warrants, the organizers will own 33% of the shares
outstanding after the maximum offering. Assuming all of the warrants were
exercised, the organizers would own approximately 42.5% of the outstanding
shares.

OUR ARTICLES OF INCORPORATION CONTAIN PROVISIONS WHICH COULD DETER OR PREVENT
TAKE-OVER ATTEMPTS BY A POTENTIAL PURCHASER OF SHARES OF OUR COMMON STOCK WHO
WOULD BE WILLING TO PAY A PREMIUM OVER THE MARKET PRICE.

First Capital's Articles of Incorporation contain provisions that could
deter and make it more difficult for a third party to bring about a merger, sale
of control, or similar transaction, even if a majority of shareholders vote in
favor of such a transaction. In addition, our Articles of Incorporation
establish three classes of directors with staggered terms, which means that only
one-third of the members of the board of directors is elected each year and each
director serves for a term of three years. Our Articles of Incorporation also
authorize the board of directors to issue a series of preferred stock without
shareholder action. The issuance of preferred stock by First Capital could
discourage a third party from attempting to acquire, or make it more difficult
for a third party to acquire, a controlling interest in First Capital, and could
adversely affect the voting power or other rights of holders of its common
stock.

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These provisions also make it more difficult for a third party to achieve a
change in control of First Capital through the acquisition of a large block of
its common stock without approval by the board of directors. As a result, you
may be deprived of opportunities to sell some or all of your shares at prices
that represent a premium over market prices. See "Description of Capital Stock"
beginning on page 38.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, YOU MAY NOT BE ABLE TO SELL
YOUR SHARES.

Since the size of this offering is relatively small, it is unlikely that
an active and liquid trading market for the shares will develop and be
maintained. You should only invest in the common stock if you have a long-term
investment intent. If an active market does not develop, you may not be able to
sell your shares promptly or perhaps at all. Although we expect to list the
common stock on the Nasdaq SmallCap Stock Market at some time in the future, at
this time, we do not intend to apply for such listing.

WE DO NOT EXPECT TO PAY DIVIDENDS ON OUR COMMON STOCK FOR AT LEAST SEVERAL
YEARS.

We intend to retain future earnings, if any, to improve First National
Bank's capital structure to support future growth. Dividend distributions of
national banks are restricted by statute and regulation. Our future dividend
policy will depend on First National Bank's earnings, capital requirements,
financial condition and other factors considered relevant by our board of
directors. See "Dividend Policy" at page 17.

THE OFFERING PRICE WAS ARBITRARILY SET BY THE ORGANIZERS AND MAY NOT ACCURATELY
REFLECT THE VALUE OF AN INVESTMENT IN OUR COMMON STOCK.

There is no established market for the common stock or the warrants, nor
was there an established market prior to this offering. The offering price was
arbitrarily determined by the organizers, and does not bear any relationship to
First Capital's assets, book value, net worth or any other recognized criteria
of value. In determining the offering price of the common stock, the organizers
considered the OCC's capital requirements for First National Bank and general
market conditions for the sale of securities. Should a market develop for our
common stock after this offering is complete, there is no guarantee that the
market price will be greater than or equal to the public offering price.

INVESTING IN THIS OFFERING WILL NOT GIVE YOU THE RIGHT TO PARTICIPATE IN ANY
FUTURE OFFERINGS OF OUR CAPITAL STOCK.

As a shareholder of First Capital, if we decide to issue additional
shares of common stock, you will not automatically be entitled to purchase
additional shares to maintain your percentage ownership in First Capital.

IT IS POSSIBLE THAT EITHER OUR COMPUTER SYSTEMS, OR THOSE OF OUR DATA PROCESSING
VENDOR OR LOAN CUSTOMERS, WILL FAIL TO OPERATE PROPERLY BEGINNING JANUARY 1,
2000.

As the year 2000 approaches, an important business issue has emerged
regarding existing application software programs and operating systems. Many
existing application software products were designed to accommodate a two-digit
year. For example, "99" is stored on the system and represents 1999. As a
result, any computer programs or equipment that are date dependent may, for
example, recognize a date stored as "00" as the year 1900 rather than the year
2000. This could result in a system failure or miscalculations causing
disruption of operations.

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We will utilize a third-party vendor to provide our primary banking
applications, including core processing systems. If we, our data processing
vendor or our loan customers do not successfully and timely achieve Year 2000
compliance, our business, future prospects, financial condition or results of
operations could be materially adversely affected. See "Business of First
National Bank--Year 2000." beginning on page 25.

FORWARD-LOOKING STATEMENTS

Some of the information in this prospectus may contain forward-looking
statements. Such statements can be identified by the use of forward-looking
words such as "may," "will," "expect," "anticipate," "estimate," "continue," or
other similar words. These statements discuss future expectations, contain
projections of results of operations or of financial condition or state other
"forward-looking" information. When considering such forward-looking statements,
you should keep in mind the risk factors and other cautionary statements in this
prospectus. The risk factors noted in this section and other factors noted
throughout this prospectus, including certain risks and uncertainties, could
cause our actual results to differ materially from those contained in any
forward- looking statement.

TERMS OF THE OFFERING

GENERAL

First Capital is offering 1,000,000 shares of its common stock for cash
at a price of $10.00 per share. In addition, First Capital is offering to its
organizers up to 165,000 warrants. The warrants are exercisable for a period of
five years, beginning on the date First National Bank opens for business, at an
exercise price of $10.00 per share. The common stock will be marketed through
Allen C. Ewing as sales agent for First Capital. Although the sales agent will
use its best efforts to market and sell the shares, there is no guarantee that
the required minimum number of shares will be sold. Each investor must purchase
a minimum of 100 shares. The purchase price of $10.00 per share must be paid in
full upon execution and delivery of a subscription agreement. All subscriptions
tendered by investors are subject to acceptance by the board of directors of
First Capital, and First Capital reserves the absolute and unqualified right to
reject or reduce any subscription for any reason prior to acceptance. Rejected
subscriptions will be returned to the subscriber without interest. An investor
whose subscription is reduced may withdraw his or her subscription within ten
days after being notified of the reduction by First Capital. First Capital
reserves the right to cancel this offering at any time, for any reason
whatsoever, prior to the time it withdraws funds from the subscription escrow
account.

Prior to this offering there has been no established public market for
the common stock or the warrants. Furthermore, there can be no assurance that an
established market for such stock will develop. The offering price has been
arbitrarily determined and is not a reflection of First Capital's book value,
net worth or any other such recognized criteria of value. In determining the
offering price of the common stock, the board of directors considered the
capital requirements of the Office of the Comptroller of the Currency and
general market conditions for the sale of securities. There can be no assurance
that, if a market should develop for the common stock, the post-offering market
price will equal or exceed the offering price.

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CONDITIONS OF THE OFFERING

This offering will expire at 5:00 p.m. Eastern Time, on July 12, 1999,
unless such date is extended by First Capital. The expiration date of the
offering may be extended by First Capital without notice to subscribers for up
to three consecutive 90-day periods, or no later than April 6, 2000. The
offering is expressly conditioned upon fulfillment of the following conditions
on or prior to the expiration date of the offering. The offering conditions,
which may not be waived, are as follows:

- at least $6,100,000 must be deposited with the escrow agent in
the subscription escrow account;

- First Capital must receive approval from the Federal Reserve
Board of its application to become a bank holding company;

- the organizers must receive preliminary approval from the OCC
to charter First National Bank;

- First National Bank must receive approval of its application
for deposit insurance from the FDIC; and

- First Capital must not have canceled this offering prior to
the time funds are withdrawn from the subscription escrow
account.

ESCROW OF SUBSCRIPTION FUNDS

Until the offering conditions above have been met, all subscriptions and
documents tendered by investors will be placed in an escrow account with our
escrow agent, The Bankers Bank. Under the terms of the escrow agreement, if all
of the offering conditions are met, First Capital may certify this fact to the
escrow agent and the escrow agent will release all funds, with interest earned
on the funds, to First Capital. The funds in the escrow account are not insured
by the FDIC or any other governmental agency.

Prior to the release of the funds from the escrow account, the escrow
agent is authorized, upon written instructions from Michael G. Sanchez, to
invest the funds in interest-bearing bank accounts, including saving accounts
and bank money market accounts, short-term direct obligations of the United
States Government and/or in short-term FDIC insured bank certificates of
deposit, with maturities not to exceed 90 days. First Capital will invest all
funds obtained after the release of the funds from the escrow account and before
it infuses capital into First National Bank in a similar manner. First Capital
will use the offering proceeds to purchase capital stock of First National Bank
and to repay expenses incurred in the organization. See "Use of Proceeds"
beginning on page 15.

If the offering conditions are not met by the expiration date, the
escrow agent will promptly return to the subscribers their proportionate share
of the funds from the escrow account. First Capital will also return to the
subscribers their proportionate share of any interest earned on the funds. If
the offering conditions are not satisfied, the expenses incurred by First
Capital will be borne by the organizers and not by the shareholders.

NO ASSURANCE CAN BE GIVEN THAT THE FUNDS IN THE ESCROW ACCOUNT CAN OR
WILL BE INVESTED AT THE HIGHEST RATE OF RETURN AVAILABLE OR THAT ANY PROFITS
WILL BE REALIZED FROM THE INVESTMENT OF THESE FUNDS.

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If all of the offering conditions are satisfied, and First Capital
withdraws the funds from the subscription escrow account, all profits and
earnings on such account will belong to First Capital. If the minimum offering
of 610,000 shares of common stock are sold before the expiration date, a minimum
closing will be held at First Capital's offices. At that minimum closing, the
funds will be released from the subscription escrow account to First Capital and
investors will become shareholders of First Capital.

The Bankers Bank, by accepting appointment as escrow agent under the
escrow agreement, in no way endorses the purchase of First Capital's common
stock.

FAILURE OF FIRST NATIONAL BANK TO BEGIN OPERATIONS

The OCC requires that a new national bank obtain its charter and open
for business within 18 months after receiving of preliminary approval from the
OCC. The organizers anticipate that First National Bank will open for business
in July 1999. Because final approval of First National Bank's charter is
conditioned on First Capital's raising funds to capitalize First National Bank
at $6,000,000, First Capital expects to issue the shares of common stock before
it has obtained all final regulatory approvals for First National Bank. First
National Bank received preliminary approval from the OCC on January 27, 1999.
Therefore, if First Capital issues the shares of common stock and the OCC does
not grant final regulatory approval by July 2000, First Capital will seek
shareholder approval for its dissolution and liquidation. Upon liquidation,
First Capital will promptly return to subscribers all funds, with interest, less
all expenses incurred by us, including the expenses of the offering and the
organizational and pre-opening expenses of First Capital and First National
Bank. Therefore, if either First Capital or First National Bank does not receive
final regulatory approval, subscribers whose funds were originally placed in
escrow but became available to First Capital may lose a portion of their
investment. It is possible that the amount returned to subscribers may be
further reduced by amounts paid to satisfy claims of creditors, as discussed in
the following paragraph.

Once First Capital issues the shares of common stock, the offering
proceeds will be considered part of general corporate funds and may be subject
to the claims of creditors of First Capital, including claims against First
Capital that may arise out of actions of its officers, directors, or employees.
It is possible, therefore, that one or more creditors may seek to attach the
proceeds of the offering before First National Bank begins banking operations.
If such an attachment occurred and it became necessary to return funds to
shareholders because of failure to obtain all necessary regulatory approvals,
the payment process might be delayed. Further, if it became necessary to pay
creditors from the subscription funds, the payment to shareholders might be
further reduced.

PURCHASES BY ORGANIZERS OF FIRST CAPITAL

The organizers will purchase 330,000 shares of the common stock in this
offering, which will constitute approximately 54.1% of the 610,000 shares to be
outstanding upon completion of the minimum offering, or 33.0% of the 1,000,000
shares to be outstanding should the maximum number of shares be sold. All
purchases of shares by the organizers will be made at the same public offering
price, $10.00 per share, as that paid by other investors and will count toward
the achievement of the minimum offering. The organizers have represented to
First Capital that any such purchases will be made for investment purposes only
and not with a view to resell such shares. See "Security Ownership of Certain
Beneficial Owners and Management" at page 37.

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As consideration for assisting in organizing First Capital and First
National Bank, on the date First National Bank opens for business, each of the
organizers will be granted warrants to purchase additional shares of common
stock. The warrants will be granted to the organizers in recognition of the
financial risk they have undertaken in connection with the organizational
expenses of this project and of the time expended and devoted to this
organizational effort, including attendance at weekly meetings over a period of
several months. Each of the organizers has personally guaranteed the line of
credit obtained from The Bankers Bank. The warrants will provide the organizers
with the opportunity to profit from any future increase in the market value of
the common stock or any increase in the net worth of First National Bank without
paying for the warrant shares up front.

Each warrant will entitle the organizer to purchase one additional share
of common stock. The actual number of warrants granted will vary depending on
the number of shares actually sold in the offering. If greater than 900,000
shares are sold in the offering, the ratio of warrants to shares will be capped
so that each organizer will receive no more than one warrant for every two
shares each organizer purchases in this offering. However, if fewer than 900,000
shares are sold in the offering, the organizers will receive fewer warrants such
that the total number of warrants to be granted to the organizers plus the
number of options to be granted under the incentive stock option plan (100,000)
will not exceed 23% of the total number of shares outstanding after the
offering. Therefore, given the intent of the organizers to purchase 330,000
shares in the offering, the organizers will be granted warrants to purchase
165,000 shares of common stock upon completion of the maximum offering. Upon
completion of the minimum offering, the organizers will receive warrants to
purchase 82,207 shares of common stock.

Any warrants granted will become exercisable in equal amounts beginning
on the date First National Bank opens for business and on each of the four
succeeding anniversaries of that date. No warrants will be granted unless First
National Bank receives final regulatory approval to begin banking operations.
All warrants granted will expire five years after the date on which First
National Bank opens for business. An organizer exercising his or her warrants
will pay the public offering price of $10.00 per share. Any future exercise of
the warrants will reduce your percentage ownership interest in First Capital.
For example, prior to the exercise of their warrants, the organizers will own
54.1% of the shares outstanding after the minimum offering and 33% of the shares
outstanding after the maximum offering. Assuming all of the warrants were
exercised, the organizers would own approximately 59.5% of the shares
outstanding after the minimum offering and 42.5% of the outstanding shares after
the maximum offering.

PLAN OF DISTRIBUTION

Shares of the common stock of First Capital will be marketed on a
610,000 share minimum basis through Allen C. Ewing & Co., 50 North Laura Street,
Jacksonville, Florida 32202 (904-354- 5573), as sales agent for First Capital.
Although the sales agent will use its best efforts to market and sell the
shares, there is no guarantee that the required minimum number of shares will be
sold. The sales agent may, however, engage other broker-dealers to participate
in the selling effort.

The common stock will be offered directly to the public at the public
offering price set forth on the cover page of this prospectus. As demonstrated
in the table below, the common stock will be offered to three different groups
of investors-- organizers, the Nassau County community, and the general
public--and the amount of commissions to be paid to the sales agent will vary
depending upon the amount of common stock purchased by each group. The sales
agent will receive no commissions for the 330,000 shares of common stock to be
purchased by the organizers. The sales agent will be paid a commission of 2.5%
on all shares of common stock sold in the community offering, and will be paid a

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commission of 5.0% on all of the shares of common stock sold in the public
offering. Although these offerings will be conducted at the same time, the sales
agent will first target the Nassau County community and will give investors in
the community the opportunity to purchase shares of the common stock. Any shares
remaining once the shares have been offered to the Nassau County community will
be available for sale to the general public. However, once the shares of common
stock become available for sale to the general public, it is expected that
investors in the Nassau County community will continue to purchase shares of the
common stock.

The table below provides the range of the number of shares that may be
sold in the Nassau County community offering and to the general public. The
number of shares available for sale to the general public will depend on the
number of shares sold in the Nassau County community offering and will range
from 0, if all shares are purchased by the Nassau County community, to 670,000
shares if no shares are purchased by the Nassau County community.

· Download Table

No. of Shares Commission
Investors to be Purchased to be Paid
--------- --------------- ----------

Organizers 330,000 0%
Members of the Nassau County Community 0 - 670,000 2.5%
General Public Offering 0 - 670,000 5.0%

Commissions will be paid from funds received in this offering only to
the extent that such funds exceed $6,100,000. In the event that the sales agent
decides to form a selling group by enlisting additional broker-dealers, it may
reallow to such additional registered broker-dealer up to $.25 per share of the
commission to be paid to the sales agent for shares sold in the public offering.
The sales agent will be reimbursed for legal fees and out-of-pocket expenses it
incurs in the offering.

Subject to certain limitations, First Capital and the sales agent have
agreed to indemnify each other against certain liabilities, including certain
civil liabilities, under the Securities Act of 1933, or to contribute to
payments that First Capital or the sales agent may be required to make. The
sales agent has informed First Capital that it does not intend to exercise its
discretionary authority to purchase shares of common stock for any account over
which it holds discretionary authority.

In the event that the offering conditions have not been satisfied by the
expiration date of the offering, First Capital will terminate this offering and
promptly return funds to the subscribers, together with their allocated share of
profits, if any, earned on the investment of the subscription escrow account as
described above. See "Terms of the Offering--Escrow of Subscription Funds" at
page 11.

As soon as practicable, but no more than ten business days after First
Capital receives a subscription, First Capital will accept or reject the
subscription. Subscriptions not rejected by First Capital within this ten day
period will be deemed accepted. Once a subscription is accepted by First
Capital, it cannot be withdrawn by the subscriber. Payment from any subscriber
for shares in excess of the number of shares allocated to such subscriber will
be refunded by mail, without interest, within ten days of the date of rejection.

Certificates representing shares of common stock of First Capital, duly
authorized and fully paid, will be issued as soon as practicable after funds are
released to First Capital from the subscription escrow account.

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Subscriptions to purchase shares of common stock can be made by
completing the subscription agreement attached to this prospectus and delivering
it to First Capital's offices at 1875A South 14th Street, Fernandina Beach,
Florida 32034, or mailing the same in the enclosed self-addressed, stamped
envelope. Full payment of the purchase price must accompany the subscription.
First Capital reserves the right to disregard any subscription which is not
fully paid when First Capital receives it. No subscription agreement is binding
until accepted by First Capital, and First Capital may refuse to accept any
subscription for shares, in whole or in part, for any reason whatsoever. After a
subscription is accepted and proper payment received, First Capital shall not
cancel it unless all accepted subscriptions are canceled.

All subscription amounts must be paid in United States currency by
check, bank draft or money order payable to "The Bankers Bank, Escrow Agent for
First Capital Bank Holding Corporation." Any subscriptions received by the sales
agent and any other broker-dealer participating in the offering will be
transmitted directly to the escrow agent by noon of the next business day after
receipt. A subscription will be accepted in writing by First Capital in the form
of acceptance attached to this prospectus.

USE OF PROCEEDS

The gross proceeds from the sale of shares of common stock offered by
First Capital will be $6,100,000 assuming the sale of a minimum of 610,000
shares, and $10,000,000 assuming the sale of a maximum of 1,000,000 shares.
However, if 610,000 shares are not sold prior to the expiration date of the
offering, then First Capital will terminate the offering and promptly return all
funds received from subscribers. See "Terms of the Offering" beginning on page
10.

The estimated expenses of this offering are as follows:

· Download Table

Minimum Maximum
Offering Offering
-------- --------

Registration fees, including blue
sky fees and expenses ........ $ 10,280 $ 10,280

Legal fees and expenses ......... 35,000 35,000

Commissions to the Sales Agent .. 0* 335,000

Accounting fees and expenses .... 3,500 3,500

Printing and engraving expenses . 5,000 5,000

Advertising ..................... 5,500 5,500

Mailing and distribution ........ 960 960

Entertainment ................... 3,500 3,500

Miscellaneous ................... 5,000 5,000

Total Expenses ............. $ 68,740 $ 403,740
========== ==========

Net proceeds ............ $6,031,260 $9,596,260

----------
* Commissions will be paid out of funds received in the offering only to the
extent such funds exceed $6,100,000, which is the amount expected to be received
in the minimum offering.

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The net proceeds of this offering as well as any interest earned on the
subscription funds will be used by First Capital, after breaking escrow,
primarily for the purchase of all of the issued and outstanding capital stock of
First National Bank. First National Bank will, in turn, use the funds as capital
to begin its business operations, including officers' and employees' salaries
and construction of its permanent facilities, and to repay expenses incurred in
the organization of First Capital and First National Bank.

As indicated in the charter application of First National Bank filed by
First Capital with the Office of the Comptroller of the Currency, First Capital
intends to capitalize First National Bank at $6,000,000. Twenty-five percent of
all funds received in excess of the $6,000,000 required to capitalize First
National Bank will be held by First Capital to be available for the future
growth of First National Bank in compliance with OCC regulations. The remainder
of the funds will be held by First Capital and reserved for general corporate
purposes at the holding company level. First Capital anticipates that the
proceeds received upon exercise of the warrants, if any, will be used for
working capital purposes.

A portion of the net proceeds of this offering beyond the minimum will
be retained by First Capital for the purpose of funding any required additions
to the capital of First National Bank. Since national banks are regulated with
respect to the ratio that their total assets may bear to their total capital, if
First National Bank experiences greater growth than anticipated, it may require
the infusion of additional capital to support that growth. Management
anticipates, however, that the proceeds of this offering will be sufficient to
support First National Bank's immediate capital needs and will seek, if
necessary, long- and short-term debt financing to support any additional needs;
however, management can give no assurance that such financing, if needed, will
be available or if available will be on terms acceptable to management.

The following is a schedule of the estimated use by First National Bank
of the proceeds from the sale of the common stock of First Capital, including
its estimated operating expenses for its first 12 months of operation.

· Enlarge/Download Table

Organizational and pre-opening expenses of First National Bank, including
salaries, legal and accounting fees(1) .......................... $ 500,000 *
Land purchase and construction of permanent bank facility(2) ............ 1,115,000 +
Lease and set-up costs of temporary bank facility and
occupancy expenses(3) ........................................... 174,000 *
Salaries and benefits(4) ................................................ 648,000 +
General and administrative expenses, composed primarily of
data processing, marketing and advertising, telephone
and casualty and deposit insurance(5) ........................... 228,000 +
Furniture, fixtures and equipment(6) .................................... 600,000 *
Working capital ......................................................... 2,735,000
$6,000,000
==========

----------
* Represents expenses which will be incurred prior to the opening for
business of First National Bank.
+ Represents operating expenses which will be incurred during First
National Bank's first 12 months of operations.
(1) These expenses will be incurred prior to the opening for business of
First National Bank and are being funded from a line of credit in the
principal amount of $700,000 that First Capital has obtained from The
Bankers Bank, Atlanta, Georgia.
(2) Costs for construction of First National Bank's permanent facility are
based on estimates from an architect. The land upon which the facility
will be located has been purchased for $265,000 from Bosco Enterprises.
See "Certain Transactions" at page 38. The construction on the facility
has begun and is expected to be completed in August 1999. See "Business
of First Capital -- Premises" at page 18.

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(3) Upon final approval from the OCC, First National Bank will open in a
temporary facility until such time as a permanent facility can be
constructed.
(4) Salaries and benefits are based on management's estimates of the number
and types of employees which will be required during the first 12
months of operations of First National Bank. It is presently
anticipated that First National Bank will employ 16 persons during such
12 months, including 5 officers.
(5) These expenses are based on the experiences of similar size banks in
the region and on management's previous banking experience.
(6) Furniture and equipment cost is based on the organizers' estimates and
upon information from suppliers of bank equipment of the costs required
to furnish and equip First National Bank for the expected level of
operations.

The expenses described above are estimates only and assume First National Bank
will open for business in July 1999, or as soon thereafter as practicable.
Actual expenses may exceed these amounts. A portion of these expenses will be
offset by revenues generated by First National Bank during its first year of
operation.

DIVIDEND POLICY

First Capital and First National Bank are both start-up operations. The
Board of Directors of First Capital intends to reinvest earnings for such period
of time as is necessary to ensure the success of the operations of First
National Bank. There are no current plans to initiate payment of cash dividends,
and future dividend policy will depend on First National Bank's earnings,
capital requirements, financial condition and other factors considered relevant
by the Board of Directors of First Capital.

First National Bank will be restricted in its ability to pay dividends
under the national banking laws and by regulations of the Office of the
Comptroller of the Currency. Under 12 U.S.C. ss. 56 of the National Bank Act, a
national bank may not pay dividends from its capital. In addition, no dividends
may be made in an amount greater than a national bank's undivided profits,
subject to other applicable provisions of law. Payments of dividends out of
undivided profits is further limited by 12 U.S.C. ss. 60(a), which prohibits a
bank from declaring a dividend on its shares of common stock until its surplus
equals its stated capital, unless there has been transferred to surplus not less
than 1/10 of First National Bank's net income of the preceding two consecutive
half year periods. Under 12 U.S.C. ss. 60(b), the approval of the OCC is
required if the total of all dividends declared by First National Bank in any
calendar year exceeds the total of its net income for that year combined with
its retained net income for the preceding two years, less any required transfers
to surplus or a fund for the retirement of any preferred stock.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

First Capital is still in the development stage, and will remain in that
stage until the offering of the common stock is complete. First Capital
initially funded its start-up and organization costs through advances from the
organizers in the amount of $75,000. First Capital subsequently obtained a line
of credit in the amount of $700,000 from The Bankers Bank, a portion of the
proceeds of which were used to repay, without interest, the $75,000 advanced by
the organizers. A portion of the proceeds of this offering will be used to repay
the line of credit, to the extent that such repayment is reasonable and not
detrimental to the operations of First Capital, and to the extent that such
repayment is allowed by the Office of the Comptroller of the Currency and other
appropriate regulatory authorities. See "Use of Proceeds" beginning on page 15.
Total organizational costs as of December 31, 1998, amounted to

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approximately $175,396. These costs include consultant fees ($54,102) and
regulatory application fees ($21,144).

All subscription funds received during the offering will be placed in an
escrow account and invested in bank accounts, including savings accounts and
bank money market accounts, in direct obligations of the United States
Government, and in short-term insured bank certificates of deposit with
maturities not to exceed 90 days.

In the opinion of First Capital, the minimum net proceeds of $6,000,000
from the minimum offering will be adequate capital to support the growth of both
First Capital and First National Bank for their first five years of operation.
It is not anticipated that First Capital will need to raise additional funds to
meet expenditures required to operate the business of First Capital and First
National Bank over the next 12 months. All anticipated material expenditures for
such period have been identified and provided for out of the proceeds of this
offering. See "Use of Proceeds" beginning on page 15.

BUSINESS OF FIRST CAPITAL

GENERAL

First Capital was incorporated as a Florida corporation on July 29, 1998
for the purpose of organizing First National Bank and purchasing 100% of the
outstanding capital stock of First National Bank. First National Bank will
conduct a general banking business in Fernandina Beach, Florida. First Capital
has filed an application with the Federal Reserve Board to become a bank holding
company. First Capital has been organized as a mechanism to enhance First
National Bank's ability to serve its future customers' requirements for
financial services. The holding company structure will provide flexibility for
expansion of First Capital's banking business through acquisition of other
financial institutions and provision of additional banking-related services
which the traditional commercial bank may not provide under present laws. For
example, banking regulations require that First National Bank maintain a minimum
ratio of capital to assets. In the event that First National Bank's growth is
such that this minimum ratio is not maintained, First Capital may borrow funds,
subject to the capital adequacy guidelines of the Federal Reserve Board, and
contribute them to the capital of First National Bank and otherwise raise
capital in a manner which is unavailable to First National Bank under existing
banking regulations.

First Capital has no present plans to acquire any operating subsidiaries
other than First National Bank; however, it is expected that First Capital may
make additional acquisitions in the event that First National Bank becomes
profitable and such acquisitions are deemed to be in the best interests of First
Capital and its shareholders. Such acquisitions, if any, will be subject to
certain regulatory approvals and requirements. See "Supervision and Regulation"
beginning on page 26.

PREMISES

On June 16, 1998, First Capital entered into a contract to acquire 1.28
acres of land located at 1891 South 14th Street at its intersection with Island
Walk Way in Fernandina Beach, Nassau County, Florida 32034, for a total purchase
price of $265,000. The property was purchased from Bosco Enterprises. One of the
principals of Bosco Enterprises is the husband of one of the organizers, Lorie
L. McCarroll. The organizers have received an appraisal from an independent
third party appraising the value of the property at $265,000. First Capital
intends to construct its headquarters building on this property. The

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building will contain approximately 6,500 square feet of finished space at a
cost of approximately $800,000. The building is expected to contain one vault,
an automated teller machine, seven offices, two loan closing rooms, five teller
stations, four drive-in windows and a loan operations area.

Until construction of the permanent bank building is complete, First
Capital and First National Bank will temporarily operate out of offices located
at 1875A South 14th Street, Fernandina Beach, Florida 32034. First Capital will
lease the approximately 1,584 square foot facility pursuant to an 11- month
lease at the monthly rate of $1,200, or $9.09 per square foot. It is estimated
that First Capital and First National Bank will operate out of this temporary
facility for approximately twelve months until construction of the headquarters
building is complete. First Capital is leasing its temporary offices from
Miller, Lee & McCarroll, Inc., of which David F. Miller and Lorie L. McCarroll,
two of the organizers, are principals. For additional information, see "Certain
Transactions" at page 38.

In addition to its headquarters facility, First National Bank plans to
open a small branch office facility, at a location to be determined, in the
third year of its operations. Management expects that the land for this branch
facility will be acquired for a purchase price of approximately $150,000 and the
building will be constructed for approximately $650,000. This facility is
expected to contain a safe, two offices, four teller stations, and two drive-in
windows. First Capital does not anticipate any material expenditures in
connection with its compliance with environmental laws.

The mailing address of First Capital's temporary office is 1875A South
14th Street, Fernandina Beach, Florida 32034, and its temporary telephone number
is (904) 321-0400.

BUSINESS OF FIRST NATIONAL BANK

GENERAL

The organizers received preliminary approval from the Office of the
Comptroller of the Currency to charter First National Bank on January 27, 1999.
The organizers expect to receive approval of First National Bank's application
for deposit insurance from the FDIC by the end of May 1999.

First National Bank anticipates that it will begin business operations
in July 1999 in a temporary facility located at 1875A South 14th Street,
Fernandina Beach, Florida 32034. First National Bank plans to be a full service
commercial bank, without trust powers. First National Bank will offer a full
range of interest bearing and non-interest bearing accounts, including
commercial and retail checking accounts, money market accounts, individual
retirement accounts, regular interest bearing statement savings accounts,
certificates of deposit, commercial loans, real estate loans, home equity loans
and consumer/installment loans. In addition, First National Bank will provide
such consumer services as U.S. Savings Bonds, travelers checks, cashiers checks,
safe deposit boxes, bank by mail services, direct deposit, credit cards and
automatic teller services.

The philosophy of management of First National Bank with respect to its
initial operations will emphasize prompt and responsive personal service to
members of the business and professional community of Nassau County, Florida, in
order to attract customers and acquire market share now controlled by other
financial institutions in First National Bank's market area. First National
Bank's prime location and range of banking services, as well as its emphasis on
personal attention and service, prompt decision making and consistency in
banking personnel, will be major tools in First National Bank's efforts to
capture such market share. In addition, First National Bank's executive officers
have

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substantial banking experience, which will be an asset in providing both
products and services designed to meet the needs of First National Bank's
customer base. Several of the organizers are active members of the business
community in and around the Fernandina Beach area, and continued active
community involvement will provide an opportunity to promote First National Bank
and its products and services. The organizers intend to utilize target marketing
and superior selling efforts in order to build a distinct institutional image
for First National Bank and to capture a customer base.

MARKET AREA AND COMPETITION

The primary market area for the proposed bank in Fernandina Beach,
Nassau County, Florida, is within the Jacksonville metropolitan area, which
includes the five counties of Duval, Nassau, St. Johns, Clay, and Baker. Nassau
County is an integral part of the Jacksonville metropolitan area and has
participated in the growth experienced by the Jacksonville metropolitan area in
recent years. The Jacksonville market has a current population in excess of
1,000,000 people and is projected to grow to a population of 1,200,000 by 2010.
Fernandina Beach's strategic location within the Jacksonville metropolitan area,
along with its coastal setting, makes it a location of choice for many residents
taking advantage of the resources and job opportunities in the metropolitan
market of Jacksonville.

The five-county area has a lower unemployment rate than the State of
Florida which, in turn, is lower than the national average. The climate and
geography of the area have encouraged strong population and economic growth and
the new NFL football team, the Jacksonville Jaguars, has given the five-county
area a higher profile regionally and nationally.

First National Bank's primary service area represents a geographic area
which includes the communities of Amelia Island, Fernandina Beach, O'Neil, and
Yulee, Florida, and St. Mary's, Georgia. The boundaries of the primary service
area are the St. Mary's River and the State of Georgia to the North, the
Atlantic Ocean to the East, Duval County to the South, and Baker County to the
West.

Nassau County has many positive attributes that contribute to the area's
business growth and stability. These include easy access to two interstates, an
extensive rail service network, Jacksonville International Airport, and the Port
of Fernandina, which is the deepest natural port on the southeastern coast of
the United States. The paper, timber, and resort industries form the core of the
area's economy and, as an indication of recent growth, commercial building
permits have increased 237% over the past ten years. Amelia Island is considered
to be one of the foremost residential and retirement areas in Florida as it
attracts affluent retirees and second homeowners from the Eastern states of the
country. The Ritz-Carlton Hotel with its 300 rooms and the Amelia Island
Plantation are among the premier resort hotels on Florida's East Coast.

The 1990 census estimate of the population within a fifteen-mile radius
of the proposed bank site was approximately 51,000, a 67.5% increase over the
1980 population. The population within the fifteen-mile radius is approximately
70,000 currently, projected to be approximately 80,000 by 2004. From 1988 to
1998, residential building permits increased from 609 to 996, an increase of
63.5%, with much of that growth occurring in the last five years. The estimated
average family income in Nassau County is $55,294 within a five-mile radius of
the proposed bank site and $49,102 within a fifteen-mile radius. Median home
values within a five-mile radius are $97,386, and $88,245 within a fifteen-mile
radius.

First National Bank will target its products and services to meet the
needs of the area's customer base and will be a full-service bank, initially
focusing on providing small- to middle-market business

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loans, residential mortgages, and consumer loans to these customers. The
organizers estimate that more than 75% of First National Bank's proposed
customer base will be businesses and/or residents located in the primary service
area. The primary service area represents a diverse market with a growing
population and economy.

Competition in First National Bank's primary service area is intense. As
of June 30, 1998, total bank deposits in Nassau County were approximately $369
million; the market is served by six banks and three credit unions. The regional
bank holding companies represented in Nassau County are NationsBank Corporation
with a market share of 28.6% total deposits, First Union Corporation with 28.5%,
SouthTrust Bank Corporation with 11.8%, Synovus Financial Corporation with
14.0%, and Compass Bancshares, Inc. with 7.2%.

There are no existing locally-owned community banks in Nassau County, as
SouthTrust and Synovus recently entered the Nassau County market via the
acquisition of the two remaining independent community banks. Therefore, upon
opening for business in 1999, First National Bank will be the sole independent
commercial bank headquartered in its primary service area.

Financial institutions primarily compete with one another for deposits.
In turn, a bank's deposit base directly affects such bank's loan activities and
general growth. Primary methods of competition include interest rates on
deposits and loans, service charges on deposit accounts and the designing of
unique financial services products. First National Bank will be competing with
financial institutions which have much greater financial resources than it will
have, and which may be able to offer more and unique services and possibly
better terms to their customers. However, the organizers of First National Bank
believe that it will be able to attract sufficient deposits to enable it to
compete effectively with other area financial institutions. The organizers
believe that First National Bank will have the advantage of being locally owned
and managed, enabling it to benefit from the high visibility and excellent
business contacts of its organizers.

First National Bank will be in competition with existing area financial
institutions other than commercial banks and savings and loan associations,
including insurance companies, consumer finance companies, brokerage houses,
credit unions and other business entities which have recently been invading the
traditional banking markets. Due to the growth of First National Bank's market
area, it is anticipated that additional competition will continue to be created
by new entrants to the market.

DEPOSITS

First National Bank will offer a full range of interest-bearing and
non-interest-bearing accounts, including commercial and retail checking
accounts, money market accounts, individual retirement accounts, regular
interest-bearing statement savings accounts and certificates of deposit with
fixed and variable rates and a range of maturity date options. The sources of
deposits will be residents, businesses and employees of businesses within First
National Bank's market area, obtained through the personal solicitation of its
officers and directors, direct mail solicitation, and advertisements published
in the local media. First National Bank will pay competitive interest rates on
time and savings deposits up to the maximum permitted by law or regulation. In
addition, First National Bank will implement a service charge fee schedule
competitive with other financial institutions in its market area, covering such
matters as maintenance fees on checking accounts, per item processing fees on
checking accounts, returned check charges and the like.

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LOAN PORTFOLIO

First National Bank will engage in a full complement of lending
activities, including commercial loans, consumer and installment loans and real
estate loans. First National Bank intends to generally allocate its loan
portfolio as follows: commercial loans, 40%, real estate loans, 40% and consumer
loans, 20%. Initially, First National Bank will have a legal lending limit for
unsecured loans of up to $900,000 to any one person. Management intends to
originate loans and to participate with other banks with respect to loans which
exceed First National Bank's lending limits. Management does not believe that
loan participations will necessarily pose any greater risk of loss than loans
which First National Bank originates. See "Supervision and Regulation" beginning
on page 26.

Lending will be directed principally towards individuals and businesses
whose demands for funds fall within First National Bank's legal lending limits
and which are potential deposit customers of First National Bank. First National
Bank does not anticipate any foreign loans in First National Bank's loan
portfolio. The following is a description of each of the major categories of
loans anticipated in First National Bank's loan portfolio and the anticipated
risks associated with each type of loan:

Commercial and Industrial Loans

Commercial lending will be directed principally towards businesses whose
demands for funds fall within First National Bank's legal lending limits and who
are potential deposit customers of First National Bank. This category of loans
includes loans made to individual, partnership or corporate borrowers, and
obtained for a variety of business purposes. Particular emphasis will be placed
on loans to small- and medium-sized businesses and professionals. Risks of these
types of loans depend on the general business conditions of the local economy
and the local business borrower's ability to sell its product

First Capital Bank Holding Corp · 424B3 · On 4/30/99

Filed On 4/30/99 · SEC File 333-69973 · Accession Number 950144-99-5133

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