-----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, E5bbxkAIdrASDdhCkxKN5ZIuEZo6BVDs8SZLQxVKpccDv6oax4TMAsSYTgszpUUo TEs/hqOx7v3QvzmMy+4ctw== 0001193125-05-034511.txt : 20050223 0001193125-05-034511.hdr.sgml : 20050223 20050222195556 ACCESSION NUMBER: 0001193125-05-034511 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050218 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20050223 DATE AS OF CHANGE: 20050222 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13508 FILM NUMBER: 05632616 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 8-K 1 d8k.htm FORM 8-K Form 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): February 18, 2005

 

 

THE COLONIAL BANCGROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware   1-13508   63-0661573
(State of Incorporation)   (Commission File No.)   (IRS Employer I.D. No.)

 

One Commerce Street

Montgomery, Alabama 36104

(Address of Principal Executive Offices)

 

(334) 240-5000

(Registrant’s telephone number)

 

 

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 14d-2(c) under the Exchange Act (17 CFR 240.14d-2(c))

 

Item 7.01 Regulation F-D Disclosure.

 

On February 18, 2005, The Colonial BancGroup, Inc. (“BancGroup”) consummated the forward sale agreement that it entered into on November 18, 2004 (the “Forward Sale Agreement”) with Lehman Brothers Finance S.A. (“Lehman”) relating to the forward sale by BancGroup of 8,400,000 shares of its common stock, par value $2.50 per share. In connection with the settlement of the Forward Sale Agreement, BancGroup is issuing 8,400,000 shares of common stock, which will be used to discharge BancGroup’s and Lehman’s obligations under the Forward Sale Agreement. Pursuant to the consummation of the transaction, which is expected to settle on February 24, 2005, BancGroup expects to receive approximately $179,780,256 from Lehman.

 

Copies of the Purchase Agreement, dated November 18, 2004 among BancGroup, Lehman and Lehman Brothers, Inc. (the “Purchase Agreement”) and the Forward Sale Agreement were filed as Exhibits 1.1 and 1.2 to BancGroup’s Current Report on Form 8-K, filed on November 22, 2005. The Purchase Agreement and the Forward Sale Agreement are more completely described in BancGroup’s Registration Statement on Form S-3 (file no. 333-120166) filed on November 2, 2004, and amended or supplemented on November 12, 2004 and November 22, 2004.

 

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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.

(Registrant)

Date: February 22, 2005  

/s/ Sheila Moody

    BY: Sheila Moody
    ITS: Chief Accounting Officer

 

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