8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 23, 2003

THE COLONIAL BANCGROUP, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	1-13508	63-0661573
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Commerce Street

Montgomery, Alabama 36104

(Address of principle executive offices)

(334) 240-5000

(Registrant’s telephone number)

Item 7. Exhibits

The following exhibit is furnished as Regulation FD Disclosure to this Current Report on Form 8-K:

Exhibit No.	Exhibit
99.1	Press release announcing acquisition of P.C.B. Bancorp, Inc.

Item 9. Regulation FD Disclosure

Colonial BancGroup (“BancGroup”) is furnishing this Current Report on Form 8-K in connection with the press release announcing the acquisition of P.C.B. Bancorp, Inc. Attached hereto and incorporated herein as Exhibit 99.1 is the text of that presentation. This presentation contains “forward-looking statements” within the meaning of the federal securities laws. The forward-looking statements in this presentation are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among other things, the following possibilities: (i) an inability of the company to realize elements of its strategic plans for 2004 and beyond; (ii) increases in competitive pressure in the banking industry; (iii) general economic conditions, either nationally or regionally, that are less favorable than expected; (iv) expected cost savings from recent and acquisitions are not fully realized; (v) changes in the interest rate environment which reduce margins; (vi) management’s assumptions regarding allowance for loan losses may not be borne out by subsequent events; and (vii) changes which may occur in the regulatory environment. When used in this presentation, the words “believes,” “estimates,” “plans,” “expects,” “should,” “may,” “might,” “outlook,” and “anticipates,” and similar expressions as they relate to BancGroup (including its subsidiaries) or its management are intended to identify forward-looking statements. Forward-looking statements speak only as to the date they are made. BancGroup does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

THE COLONIAL BANCGROUP, INC.

By: /s/ Sheila Moody

Sheila Moody

its Chief Accounting Officer

Date: December 23, 2003

EX-99.1

Exhibit 99.1

PRESS RELEASE

For more information contact:	December 23, 2003
Flake Oakley (334) 240-5061 or
Bob Howell (334) 240-5025

Colonial BancGroup To Acquire P.C.B. Bancorp in Florida

MONTGOMERY, AL—Colonial BancGroup Chairman and CEO Robert E. Lowder and P.C.B. Bancorp, Inc. CEO and President, Paul V. Mellini, jointly announced today that the companies have entered into a definitive agreement to merge P.C.B. Bancorp, Inc. (“PCB”) and its four banking subsidiaries Premier Community Bank of South Florida (Ft. Lauderdale), Premier Community Bank of Florida (Largo), Premier Community Bank of Southwest Florida (Ft. Myers) and Premier Community Bank (Venice) into Colonial BancGroup. The transaction represents an aggregate consideration totaling approximately $141 million (subject to change with the value of Colonial BancGroup stock) and consists of approximately 75% stock and 25% cash. More details of the transaction will be provided in a subsequent 8K filing.

As of September 30, 2003, PCB had total assets of $664 million, total deposits of $519 million and total loans of $471 million. PCB’s four subsidiary banks operate sixteen full service offices in Florida with four offices in St. Petersburg, two offices in the cities of Venice and Ft. Lauderdale, respectively, and one office in each of the following cities: Pembroke Pines, Miami, Belleair Bluffs, Largo, Clearwater, Englewood, Ft. Myers and Lehigh Acres and a loan production office in Sarasota.

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Once completed, this transaction is expected to enhance Colonial’s position as the sixth largest bank and tenth largest financial institution in Florida with approximately $4.9 billion in deposits in Florida.

“We are very excited about this opportunity. It represents an exceptional fit with our existing branch locations significantly enhancing our market presence in key Florida markets,” said Mr. Lowder.

“We are very pleased with this merger agreement,” added Mr. Mellini. “Colonial Bank believes in a community bank model that puts their customers first; the same philosophy we have here at PCB. Additionally, with Colonial we will be able to offer new delivery channels and enhanced products and services to our customer base.”

The locations gained through this acquisition are expected to fold well into Colonial’s existing footprint on the east and west coasts of Florida. In Broward and Miami-Dade counties, the merger is expected to add four locations and $85 million in deposits bringing total deposits to $1.725 billion in Colonial’s South Florida Region. On the west coast, the addition of five locations in Lee, Sarasota and Charlotte counties is expected to bring Colonial’s Southwest Florida Region to 23 locations and $714 million in deposits from Naples to Bradenton. Furthermore, the PCB office in Charlotte County will mark Colonial’s first location in that market.

Colonial’s Bay Area Region, headquartered in Tampa, is expected to see the biggest increase in size from the merger with PCB. Colonial’s footprint in this area currently consists of 16 offices and $857 million in assets and $695 million in deposits in Pasco, Pinellas and Hillsborough counties. The addition of PCB’s seven branches in Pinellas County is expected to increase Colonial’s Bay Area assets 44% to $1.2 billion and increase deposits 45% to $1 billion in this region. This merger will also mark Colonial’s third regional bank, out of four in Florida, to exceed $1 billion in assets. “The PCB locations will be a great addition to our current footprint in Pinellas County that will enable us to better serve our existing customers as well as PCB customers. We’re also looking forward to their talent joining Colonial and believe we’ll have a top-notch management team to serve Pinellas County,” said Joe Chillura, Colonial Bank Bay Area CEO.

Completion of the transaction with PCB is subject to approval by various regulatory agencies and PCB’s shareholders.

Colonial BancGroup, a multi-state bank holding company headquartered in Montgomery, Alabama, has assets of $15.8 billion and operates over 270 offices in Florida, Alabama,

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Georgia, Nevada, Tennessee and Texas and is traded on the New York Stock Exchange under the symbol CNB. In most newspapers the stock is listed as ColBgp. A supplemental 8K concerning this transaction was also filed today which includes a map showing current Colonial Bank locations along with PCB locations and may be viewed at Colonial’s website at www.colonialbank.com.

This release does not constitute an offer to sell any securities. The shareholders of P.C.B. Bancorp, Inc. shall receive and are urged to read the Prospectus-Proxy Statement that will be filed with the Securities and Exchange Commission as it will contain information that will be important to their investment decision. After they are filed with the SEC, these documents shall also be available at the SEC’s website at www.sec.gov.

Pursuant to the Safe Harbor provisions of Private Securities Litigation Reform Act of 1995, the reader is also cautioned that this announcement contains “forward looking statements” regarding Colonial BancGroup’s and P.C.B. Bancorp, Inc.’s future performance which are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.

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Premier Community Bank (PCB) Acquisition Points

• Four separate banks, all within Colonial’s Florida footprint

• Significant market presence increase in several markets:

(in 000s)	Current Deposits 9/30/03		Deposits Pro Forma 9/30/03
Charlotte County	$	0	$	13,467
Pinellas County	$	165,504	$	467,928
Lee County	$	349,397	$	396,401
Sarasota County	$	147,594	$	220,372
Broward County	$	419,771	$	485,936
Miami-Dade County	$	1,028,275	$	1,045,621
Total	$	2,110,541	$	2,629,725
Other Florida Markets	$	2,245,373	$	2,245,423
Total Colonial Deposits in Florida	$	4,355,914	$	4,875,148

• Anticipated cost savings from four bank consolidations $7.2 million 32% of PCB expense base

• Strong local management in Pinellas, Sarasota and Broward Counties

• Condo Association Services line of business represents approximately $170 million in deposits and 390,000 units

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Deal Points

	PCB
Consideration:
Option Gain (CNB —  $17.00)	$	7,800,000
Stock (CNB —  $17.00)		101,765,000
Cash		32,013,000
Total	$	141,578,000
Price to Book		3.16
Price to ‘03 Expected Earnings		24.66

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FINANCIAL PRO FORMA	CNB			Pro Forma CNB w/PCB
(dollars in 000s, except per share amts.)	9/30/2003(1)			9/30/2003(2)
Assets	$	16,024,615		$	16,787,717
Loans, net of unearned	$	11,538,922		$	12,010,259
Deposits	$	9,434,295		$	9,953,768
Book value per share	$	9.05		$	9.42
Tangible book value per share	$	6.83		$	6.48
Tier I Leverage Ratio		7.11	%		6.88	%
Total Risk-based Capital Ratio		12.39	%		12.07	%
Expected Cost Savings 2004:
(dollars)				$	3,400
(percent)					14	%
Expected Cost Savings 2005:
(dollars)				$	7,200
(percent)					32	%
Range of Expected Operating Earnings Accretion (Dilution)(3)
2004				$	(0.003-0.01	)
2005				$	0.0075-0.0125
Expected Merger Related Costs (all in ‘04)				$	7,500

(1) CNB includes the impact of the acquisition of Sarasota Bancorporation on October 23, 2003.

(2) Includes estimated purchase accounting adjustments.

(3) Includes core deposit premium amortization but excludes one-time merger related costs.

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