-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UmCK6a2mzewzQX/e4JN5xUSu+Mz2T6FcNmukPnU7jT0HXUuaNid6sAU/sLBYWd9P oQh7oKHqE96TirIWkyZ4GQ== 0000950144-96-003042.txt : 19960603 0000950144-96-003042.hdr.sgml : 19960603 ACCESSION NUMBER: 0000950144-96-003042 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960531 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLONIAL BANCGROUP INC CENTRAL INDEX KEY: 0000092339 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 630661573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-01163 FILM NUMBER: 96574954 BUSINESS ADDRESS: STREET 1: ONE COMMERCE ST STE 800 STREET 2: P O BOX 1108 CITY: MONTGOMERY STATE: AL ZIP: 36104 BUSINESS PHONE: 3342405000 MAIL ADDRESS: STREET 1: ONE COMMERCE STREET STE 800 STREET 2: PO BOX 1108 CITY: MONTGOMERY STATE: AL ZIP: 36101 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHLAND BANCORPORATION DATE OF NAME CHANGE: 19820205 S-4/A 1 COLONIAL BANCGROUP FORM S-4, AMENDMENT 2 1 Registration No. 333-01163 SECURITIES AND EXCHANGE COMMISSION WASHINGTON D. C. 20549 --------------------------- Amendment No. 2 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 Classification Code Number) Identification No.) ONE COMMERCE STREET, SUITE 800 (334) 240-5000 MONTGOMERY, ALABAMA 36104 (Telephone No.) (Address of principal executive offices) --------------------------- W. FLAKE OAKLEY, IV SECRETARY POST OFFICE BOX 1108 MONTGOMERY, ALABAMA 36102 (Name and address of agent for service) Copies to: MICHAEL D. WATERS, ESQUIRE WILLIAM C. CARN, III MILLER, HAMILTON, SNIDER & ODOM, L.L.C. LEE & MCINISH ONE COMMERCE STREET, SUITE 802 POST OFFICE BOX 1665 P.O. BOX 19 DOTHAN, ALABAMA 36302 MONTGOMERY, ALABAMA 36101-0019 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. [ ] THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON EACH SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montgomery, Alabama, on the 30th day of May, 1996. THE COLONIAL BANCGROUP, INC. By: /s/ Robert E. Lowder -------------------------- Robert E. Lowder Its Chairman of the Board of Directors, Chief Executive Officer, and President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE /s/ Robert E. Lowder Chairman of the Board ** - --------------------------- of Directors, President Robert E. Lowder and Chief Executive Officer /s/ W. Flake Oakley, IV Chief Financial ** - --------------------------- Officer, Secretary W. Flake Oakley, IV and Treasurer (Principal Financial Officer and Principal Accounting Officer) * Director ** - --------------------------- Young J. Boozer
3 * Director ** - --------------------------- William Britton * Director ** - --------------------------- Jerry J. Chesser * Director - --------------------------- Augustus K. Clements, III * Director ** - --------------------------- Robert C. Craft Director - --------------------------- Patrick F. Dye * Director ** - --------------------------- Clinton O. Holdbrooks * Director ** - --------------------------- D. B. Jones * Director ** - --------------------------- Harold D. King
4 * Director ** - --------------------------- John Ed Mathison * Director ** - --------------------------- Milton E. McGregor * Director ** - --------------------------- John C. H. Miller, Jr. * Director ** - --------------------------- Joe D. Mussafer * Director ** - --------------------------- William E. Powell * Director ** - --------------------------- Jack H. Rainer * Director ** - --------------------------- Frances E. Roper * Director ** - --------------------------- Ed V. Welch
5 * The undersigned, acting pursuant to a power of attorney, has signed this Registration Statement on Form S-4 for and on behalf of the persons indicated above as such persons' true and lawful attorney-in-fact and in their names, places and stead, in the capacities indicated above and on the date indicated below. /s/ W. Flake Oakley, IV - --------------------------- W. Flake Oakley, IV Attorney-in-Fact ** Dated: May 30, 1996 6 EXHIBIT INDEX
EXHIBIT PAGE - ------- ---- Exhibit 2 Plan of acquisition, reorganization, arrangement, liquidation of successor: Agreement and Plan of Merger by and among The Colonial BancGroup, Inc., Colonial Bank, and Dothan Federal Savings Bank, dated as of January 22, 1996, included in the Prospectus portion of this registration statement at Appendix A and incorporated herein by reference. Exhibit 3 Articles of Incorporation and Bylaws: (A) Restated Certificate of Incorporation of the Registrant, filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K, dated February 21, 1995, and incorporated herein by reference. (B) Bylaws of the Registrant, as amended, filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K, dated February 21, 1995, and incorporated herein by reference. Exhibit 4 Instruments defining the rights of security holders: (A) Article 4 of the Restated Certificate of Incorporation of the Registrant filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K, dated February 21, 1995, and incorporated herein by reference. (B) Article II of the Bylaws of the Registrant filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K, dated February 21, 1995, and incorporated herein by reference. (C) Dividend Reinvestment and Class A Common Stock Purchase Plan of the Registrant dated January 15, 1986, and Amendment No. 1 thereto dated as of June 10, 1986, filed as Exhibit 4(C) to the Registrant's Registration Statement on Form S-4 (File No. 33-07015), effective July 15, 1986, and incorporated herein by reference. (D) Trust Indenture dated as of March 25, 1986, included as Exhibit 4 to the Registrant's Amendment No. 1 to Registration Statement on Form S-2, file number 33-4004, effective March 25, 1986, and incorporated herein by reference.
7 Exhibit 5 Opinion of Miller, Hamilton, Snider & Odom, L.L.C. as to certain Delaware law issues of the securities being registered, included as Exhibit 5 to the Registration Statement (Registration No. 333-01163) to which this filing is Amendment No. 2, and incorporated herein by reference. Exhibit 8 Tax Opinion of Miller, Hamilton, Snider & Odom, L.L.C., contained at Exhibit 8 of Amendment No. 1 of this Registration Statement (No. 333-01163) and incorporated herein by reference. Exhibit 10 Material Contracts: (A)(1) Second Amendment and Restatement of 1982 Incentive Stock Plan of the Registrant, filed as Exhibit 4-1 to the Registrant's Registration Statement on Form S-8 (Commission Registration No. 33-41036), effective June 4, 1991, and incorporated herein by reference. (A)(2) Second Amendment and Restatement to 1982 Nonqualified Stock Option Plan of the Registrant filed as Exhibit 4-2 to the Registrant's Registration Statement on Form S-8 (Commission Registration No. 33- 41036), effective June 4, 1991, and incorporated herein by reference). (A)(3) 1992 Incentive Stock Option Plan of the Registrant, filed as Exhibit 4-1 to Registrant's Registration Statement on Form S-8 (File No. 33-47770), effective May 8, 1992, and incorporated herein by reference. (A)(4) 1992 Nonqualified Stock Option Plan of the Registrant, filed as Exhibit 4-2 to Registrant's Registration Statement on Form S-8 (File No. 33-47770), effective May 8, 1992, and incorporated herein by reference. (B)(1) Residential Loan Funding Agreement between Colonial Bank and Colonial Mortgage Company dated January 18, 1988, included as Exhibit 10(B)(1) to the Registrant's Registration Statement as Form S-4, file no. 33-52952, and incorporated herein by reference. (B)(2) Loan Agreement between the Registrant and SunBank, National Association, dated August 29, 1995, included as Exhibit 10(B)(2) to the Registration Statement (Registration No. 333-01163) to which this filing is Amendment No. 1, and incorporated herein by reference. (B)(3) 1993 Term Loan Agreement between the Registrant and SunBank, National Association, and related Pledge Agreement filed as Exhibit 10(B)(1) to Amendment No. 2 of the Registrant's Registration Statement on Form S-4, registration number 33-63826 and incorporated herein by reference. (C)(1) The Colonial BancGroup, Inc. First Amended and Restated Restricted Stock Plan for Directors, as amended, included as Exhibit 10(C)(1) to the Registrant's Registration Statement as
8 Form S-4, file no. 33-52952, and incorporated herein by reference. (C)(2) The Colonial BancGroup, Inc., Stock Bonus and Retention Plan, included as Exhibit 10(C)(2) to the Registrant's Registration Statement as Form S-4, file no. 33-52952, and incorporated herein by reference. (D) Stock Purchase Agreement dated as of July 20, 1994, by and among The Colonial BancGroup, Inc., Colonial Bank, The Colonial Company, Colonial Mortgage Company, and Robert E., James K. and Thomas H. Lowder, included as Exhibit 2 in Registrant's Registration Statement on Form S-4, Registration No. 33-83692 and incorporated herein by reference. (E) Agreement and Plan of Merger between The Colonial BancGroup, Inc., and Commercial Bancorp of Georgia, Inc., dated as of December 21, 1996, included as Exhibit 10(E) to the Registration Statement (Registration No. 333-01163) to which this filing is Amendment no. 1, and incorporated herein by reference. (F) Amended and Restated Agreement and Plan of Merger between The Colonial BancGroup, Inc. and Southern Banking Corporation dated as of February 15, 1996, included as Exhibit 10(F) to the Registration Statement (Registration No. 333-01163) to which this filing is Amendment No. 1, and incorporated herein by reference. Exhibit 13 Registrant's quarterly report on Form 10-Q for the quarter ended March 31, 1996, and incorporated herein by reference. Exhibit 21 List of subsidiaries of the Registrant, included as Exhibit 21 to the Registration Statement (Registration No. 333-01163) to which this filing is Amendment No. 2, and incorporated herein by reference. Exhibit 23 Consents of experts and counsel: (A) Consent of Coopers & Lybrand, L.L.P. at Exhibit 23(A) contained in Amendment No. 1 to this Registration Statement (No. 333-01163) and incorporated herein by reference. (B) Consent of Miller, Hamilton, Snider & Odom, L.L.C. (C) Consent of Arthur Andersen, L.L.P. at Exhibit 23(C) contained in Amendment No. 1 to this Registration Statement (No. 333-01163) and incorporated herein by reference. (D) Consent of Bricker & Melton, P.A. at Exhibit 23(D) contained in Amendment No. 1 to this Registration Statement (No. 333-01163) and incorporated herein by reference. (E) Consent of Coopers & Lybrand, L.L.P. at Exhibit 23(E) contained in Amendment No. 1 to this Registration Statement (No. 333-01163) and incorporated herein by reference. (F) Consent and report of Price Waterhouse LLP at Exhibit 23(F) contained in Amendment No. 1 to this Registration Statement (No. 333-01163) and incorporated herein by reference. (G) Consent of KPMG Peat Marwick LLP at Exhibit 23(G) contained in Amendment No. 1 to this Registration Statement (No. 333-01163) and incorporated herein by reference. Exhibit 24 Power of Attorney, included as Exhibit 24 to the Registration Statement (Registration No. 333-01163) to which this filing is Amendment No. 2, and incorporated herein by reference.
9 Exhibit 99 Additional exhibits: (A) Form of Proxy of Dothan Federal Savings Bank, included as Exhibit 99(A) to the Registration Statement (Registration No. 333-01163) to which this filing is Amendment No. 2, and incorporated herein by reference. (B) Election Form (For Merger Consideration), included as Exhibit 99(B) to the Registration Statement (Registration No. 333-01163) to which this filing is Amendment No. 2, and incorporated herein by reference.
EX-23.B 2 CONSENT OF MILLER, HAMILTON, SNIDER, & ODOM 1 EXHIBIT 23(B) CONSENT OF COUNSEL The Colonial BancGroup, Inc. We hereby consent to use in this Form S-4 Registration Statement of The Colonial BancGroup, Inc., of our name in the Prospectus, which is a part of such Registration Statement, under the headings "APPROVAL OF THE MERGER - Certain Federal Income Tax Consequences" and "LEGAL MATTERS," to the summarization of our opinions referenced therein, and to the inclusion of our opinions as Exhibits 5 and 8 to the Registration Statement, Amendment No. 1 (No. 333-01163). /s/ MILLER, HAMILTON, SNIDER & ODOM, L.L.C. May 30, 1996 -----END PRIVACY-ENHANCED MESSAGE-----