THVB Thomasville Bancshares Inc (PK)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13E-3

(Rule 13e-100)

TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE

SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

RULE 13e-3

TRANSACTION STATEMENT

UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934

THOMASVILLE BANCSHARES, INC.

Common Stock

884608100

Stephen H. Cheney

President and Chief Executive Officer

Thomasville Bancshares, Inc.

301 North Broad Street

Thomasville, Georgia 31792

(229) 226-3300

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨

Calculation of Filing Fee

* For purposes of calculating the fee only. This amount assumes 226,000 shares of common stock of the subject company will be exchanged for 226,000 shares of Series A Preferred Stock of the subject company. Pursuant to Exchange Act Rule 0-11(a)(4), because there is no market for the common stock, the transaction value is based on the book value of the subject company as of September 30, 2008, which was $10.78 per share. The amount of the filing fee equals $39.30 per every $1,000,000 in aggregate transaction value.

TRANSACTION STATEMENT UNDER SECTION 13(e) OF

THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the “Schedule”) is being filed by the filing persons listed on the cover of this Schedule in connection with amendments to the articles of incorporation of Thomasville Bancshares, Inc. (“Thomasville” or the “Company”), which collectively provide for the reclassification (the “Reclassification”) of shares of the Company’s common stock held by shareholders of record of fewer than 1,500 shares into the Company’s Series A Preferred Stock. The Reclassification is designed to reduce the number of shareholders of record of the Company’s common stock to below 300 in order to allow the Company to terminate registration of its common stock under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) and to suspend its obligation to file reports under Section 15(d) of the Exchange Act. A copy of the Articles of Amendment containing the proposed amendments is attached as Appendix A to the Proxy Statement filed by the Company concurrently with this Schedule (“Proxy Statement”). The Proxy Statement is being filed under cover of Schedule 14A pursuant to Regulation 14A of the Exchange Act and is incorporated by reference herein. The Proxy Statement relates to the special meeting of shareholders at which the Company’s shareholders will consider and vote upon the proposed amendments.

All information contained in this Schedule 13E-3 concerning the Company has been supplied by the Company. The information contained in the Proxy Statement, including all appendices, is hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Proxy Statement.

The Information set forth in the Proxy Statement under the caption “QUESTIONS AND ANSWERS ABOUT AND SUMMARY TERMS OF THE RECLASSIFICATION AND THE SPECIAL MEETING” is incorporated herein by reference.

The required information is incorporated by reference to the caption to the Notice of Special Meeting of Shareholders contained in the Proxy Statement and to the sections of the Proxy Statement entitled “DESCRIPTION OF CAPITAL STOCK — Common Stock”, “INFORMATION ABOUT THOMASVILLE BANCSHARES, INC.”, and “MARKET PRICE FOR COMMON STOCK AND DIVIDEND INFORMATION.” The telephone number is (229) 266-3300.

The business address and telephone number of each person listed on the cover of this Schedule is c/o Thomasville Bancshares, Inc., 301 North Broad Street, Thomasville, Georgia 31792, telephone (229) 266-3300. Each filing person is a citizen of the United States and is a director of the Company. Stephen H. Cheney is also the President and Chief Executive Officer of the Company, and serves as the Company’s Principal Financial Officer. Charles H. Hodges, III, and Joel W. Barrett also each serve as Executive Vice Presidents of the Company. The other information regarding the filing persons and persons specified in Instruction C to the Schedule is incorporated herein by reference to the sections of the Proxy Statement entitled “INFORMATION ABOUT THOMASVILLE BANCSHARES, INC. — Executive Officers and Directors” and “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”.

The required information is incorporated herein by reference to the sections of the Proxy Statement entitled “SPECIAL FACTORS — Overview of the Amendments to our Articles of Incorporation and the Reclassification, — Reasons for the Reclassification; Fairness of the

Reclassification; Board Recommendation, — Our Position as to the Fairness of the Reclassification, — Purpose and Structure of the Reclassification, — Effects of the Reclassification on Thomasville Bancshares, — Effects of the Reclassification on Shareholders of Thomasville Bancshares, — Material Federal Income Tax Consequences of the Reclassification, — Dissenters’ Rights, and - Accounting Treatment,” “DESCRIPTION OF CAPITAL STOCK — Common Stock, — Preferred Stock, and — Class A Preferred Stock” and “QUESTIONS AND ANSWERS ABOUT AND SUMMARY TERMS OF THE RECLASSIFICATION AND THE SPECIAL MEETING.”

The required information is incorporated herein by reference to the section of the Proxy Statement entitled “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.”

The shares of common stock reclassified as Series A Preferred Stock in the transaction will be cancelled and become authorized-but-unissued common stock. Other than the Reclassification described in response to Item 4, there are no plans, proposals or negotiations relating to or that would result in:

The required information is incorporated herein by reference to the sections of the Proxy Statement entitled “SPECIAL FACTORS — Overview of the Amendments to our Articles of Incorporation and the Reclassification, — Reasons for the Reclassification; Fairness of the Reclassification; Board Recommendation, — Our Position as to the Fairness of the Reclassification, — Purpose and Structure of the Reclassification, — Effects of the Reclassification on Thomasville Bancshares, — Effects of the Reclassification on Shareholders of Thomasville Bancshares, and — Material Federal Income Tax Consequences of the Reclassification.

The required information is incorporated herein by reference to the sections of the Proxy Statement entitled “SPECIAL FACTORS — Overview of the Amendments to our Articles of Incorporation and the Reclassification, — Reasons for the Reclassification; Fairness of the Reclassification; Board Recommendation, — Our Position as to the Fairness of the Reclassification.”

The required information is incorporated herein by reference to the sections of the Proxy Statement entitled “SPECIAL FACTORS — Overview of the Amendments to our Articles of Incorporation and the Reclassification, — Reasons for the Reclassification; Fairness of the Reclassification; Board Recommendation, — Our Position as to the Fairness of the Reclassification. and “OTHER MATTERS — Reports, Opinions, Appraisals and Negotiations.” No written materials were furnished to the board of directors by any outside party (other than counsel) relating to the transaction.

The required information is incorporated herein by reference to the sections of the Proxy Statement entitled “SPECIAL FACTORS — Financing of the Reclassification and — Fees and Expenses.”

The required information is incorporated herein by reference to the sections of the Proxy Statement entitled “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” and CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.”

The required information is incorporated herein by reference to the sections of the Proxy Statement entitled “SPECIAL FACTORS — Reasons for the Reclassification; Fairness of the Reclassification; Board Recommendation.”

The required information is incorporated herein by reference to the sections of the Proxy Statement entitled “SELECTED HISTORICAL FINANCIAL INFORMATION (UNAUDITED)” , “UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION”, and “OTHER MATTERS — Where You Can Find More Information.”

The required information is incorporated herein by reference to the sections of the Proxy Statement entitled “QUESTIONS AND ANSWERS ABOUT AND SUMMARY TERMS OF THE RECLASSIFICATION AND THE SPECIAL MEETING.”

Not applicable.

(a) Preliminary Proxy Statement of Thomasville Bancshares, Inc. (incorporated by reference to the Preliminary Proxy Statement of Thomasville Bancshares, Inc. filed with the Securities and Exchange Commission on October 27, 2008).

(f) Article 13 of the Georgia Business Corporation Code (included as Appendix B of the Preliminary Proxy Statement filed herewith as Exhibit (a)).

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 27, 2008

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Stephen H. Cheney and Charles H. Hodges, III as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Rule 13e-3 Transaction Statement on Schedule 13E-3, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or their substitutes, could lawfully do or cause to be done by virtue hereof.

Dated: October 27, 2008

OTHER FILING PERSONS:

EXHIBIT INDEX

(a) Preliminary Proxy Statement of Thomasville Bancshares, Inc. (incorporated by reference to the Preliminary Proxy Statement of Thomasville Bancshares, Inc. filed with the Securities and Exchange Commission on October 27, 2008).

(f) Article 13 of the Georgia Business Corporation Code (included as Appendix B of the Preliminary Proxy Statement filed herewith as Exhibit (a)).

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