POS AM 1 g66309posam.txt THE COLONIAL BANCGROUP, INC. 1 Registration No. 333-57763 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- Post Effective Amendment No. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------- THE COLONIAL BANCGROUP, INC. (Exact name of Registrant as specified in its charter) Delaware 6711 63-0661573 (State of Incorporation) (Primary Standard Industrial (I.R.S. Employer Identification No.) Classification Code Number)
One Commerce Street, Suite 800 (334) 240-5000 Montgomery, Alabama 36104 (Telephone No.) (Address of principal executive offices) -------------------------------------------- William A. McCrary Secretary Post Office Box 1108 Montgomery, Alabama 36101 (Name and address of agent for service) Copies to: Willard H. Henson Miller, Hamilton, Snider & Odom One Commerce Street, Suite 305 Montgomery, Alabama 36104 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] 2 The Colonial BancGroup, Inc. ("BancGroup") registered 2,800,002 shares of its Common Stock on Form S-4, registration no. 333-57763, pursuant to the acquisition of FirstBank, a Texas state bank. Such registration was declared effective on July 14, 1998. After the Agreement and Plan of Merger between FirstBank and BancGroup, dated as of May 5, 1998 (the "Merger Agreement") was executed, and after the registration of the shares to be issued in the merger was effective, BancGroup issued a 2 for 1 stock split, effected in the form of a 100% stock dividend (the "Stock Split"). The Merger Agreement provided that any such stock split would result in a proportionate increase of BancGroup shares to be issued pursuant to the merger. Pursuant to SEC Rule 416(b), the registration statement is deemed to cover the additional shares resulting from the Stock Split. Accordingly, the Form S-4, registration no. 333-57763, is deemed to register a total of 5,600,004 shares of BancGroup common stock. A total of 2,782,038 shares were issued in the merger on August 31, 1998. Pursuant to the undertaking given by BancGroup in such registration statement in accordance with Regulation S-K, item 512(a)(3), BancGroup hereby removes 2,817,966 shares from registration, which represents the number of shares registered less the number of shares issued in the merger. 3 SIGNATURE Pursuant to Regulation S-K, item 512(a)(3) and SEC Rule 478(a)(4), the undersigned registrant hereby executes this post effective amendment to its registration statement on Form S-4 to remove from registration certain shares not issued and has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montgomery, Alabama, on the 9th day of January, 2001. THE COLONIAL BANCGROUP, INC. By: /s/ W. Flake Oakley, IV ---------------------------------------- W. Flake Oakley, IV Chief Financial Officer and Duly authorized agent for service