-----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, Dtueov8uIS/w/RWQ2rX7wbVtFxSH/TcRX3xt0NYGWZfPGQz5ldIy6fXbO3EzsWvN T8dHITeiNBBg/gOf3npXtg== 0001193125-06-151073.txt : 20060721 0001193125-06-151073.hdr.sgml : 20060721 20060721162440 ACCESSION NUMBER: 0001193125-06-151073 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060721 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20060721 DATE AS OF CHANGE: 20060721 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: 06974421 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): July 21, 2006

 


 

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 principal executive offices)

 

(334) 240-5000

(Registrant’s telephone number)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ 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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 7.01 Regulation FD Disclosure.

 

The Colonial BancGroup, Inc. (“BancGroup”) is furnishing this Current Report on Form 8-K in connection with its Board of Directors’ July 19, 2006 resolution authorizing certain BancGroup Officers (“Authorized Officers”) to purchase the number of shares of BancGroup Common Stock issued under BancGroup’s various equity-based compensation and incentive plans (the “Plans”) during 2006, and the number of shares which are likely to be issued under the Plans through the termination date of this authorization, not to exceed $50,000,000 (the “Program”). The Program is expected to be accomplished in one or more block purchases, on the open market or otherwise at such price and on such other terms as the Authorized Officers deem to be in the best interest of BancGroup. It is anticipated that the Program will utilize the safe harbor provided by Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. In the event the Authorized Officers determine that circumstances arise, including but not limited to, changes in market conditions, an unexpected need for capital, or any other events, then the Authorized Officers are authorized to elect on behalf of BancGroup not to proceed with the Program. The authority granted by the Board of Directors shall terminate on July 19, 2008.


This release includes “forward-looking statements” within the meaning of the federal securities laws. Words such as “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. The forward-looking statements in these reports are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements. In addition to factors mentioned elsewhere in this report or previously disclosed in BancGroup’s SEC reports (accessible on the SEC’s website at www.sec.gov or on BancGroup’s website at www.colonialbank.com), the following factors among others, could cause actual results to differ materially from forward-looking statements and future results could differ materially from historical performance. These factors are not exclusive:

 

    deposit attrition, customer loss, or revenue loss in the ordinary course of business;

 

    increases in competitive pressure in the banking industry;

 

    costs or difficulties related to the integration of the businesses of BancGroup and institutions it acquires are greater than expected;

 

    the inability of BancGroup to realize elements of its strategic plans for 2006 and beyond;

 

    changes in the interest rate environment which expand or reduce margins or adversely affect critical estimates as applied and projected returns on investments;

 

    economic conditions affecting real estate values and transactions in BancGroup’s market and/or general economic conditions, either nationally or regionally, that are less favorable then expected;

 

    natural disasters in BancGroup’s primary market areas result in prolonged business disruption or materially impair the value of collateral securing loans;

 

    management’s assumptions and estimates underlying critical accounting policies prove to be inadequate or materially incorrect or are not borne out by subsequent events;

 

    strategies to manage interest rate risk may yield results other than those anticipated;

 

    changes which may occur in the regulatory environment;

 

    a significant rate of inflation (deflation);

 

    acts of terrorism or war; and

 

    changes in the securities markets.

 

Many of these factors are beyond BancGroup’s control. The reader is cautioned not to place undue reliance on any forward looking statements made by or on behalf of BancGroup. Any such statement speaks only as of the date the statement was made or as of such date that may be referenced within the statement. BancGroup does not undertake any obligation to update or revise any forward-looking statements.

 

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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

By   /s/    T. BRENT HICKS        
    T. Brent Hicks
   

Chief Accounting Officer

 

Date: July 21, 2006

 

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