As filed with the Securities and Exchange Commission on September 19, 1996
Registration No. 333-11305
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Amendment No. 2
to
Form S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
SOUTH ALABAMA BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
Delaware 6712 63-0909434
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction Classification Code Number) Identification No.)
of incorporation
or organization)
____________________
100 Saint Joseph Street
P. O. Box 3067
Mobile, Alabama 36652
(334) 431-7800
(Address, including zip code, and telephone number of registrant's
principal executive office)
____________________
F. MICHAEL JOHNSON
Secretary and Chief Financial Officer
100 Saint Joseph Street
P. O. Box 3067
Mobile, Alabama 36652
(334) 431-7800
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
____________________
Copies to:
R. PRESTON BOLT, JR. J. MICHAEL SAVAGE
Hand Arendall, L.L.C. Maynard, Cooper & Gale, P.C.
3000 First National Bank Building 1901 6th Avenue, North
107 Saint Francis Street Suite 2400
Mobile, Alabama 36602 Birmingham, Alabama 35203-2602
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement has become
effective.
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 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 said Section 8(a), may determine.
SOUTH ALABAMA BANCORPORATION, INC.
Post Office Box 3067
Mobile, Alabama 36652
September 27, 1996
Dear Shareholder:
You are cordially invited to attend a special meeting of the shareholders
of South Alabama Bancorporation, Inc., to be held at South Alabama's principal
executive office, 100 St. Joseph Street, Mobile, Alabama, on October 29,
1996, at 10:00 a.m., Central Time.
At this important meeting, you will be asked to consider and vote upon
the approval of an Agreement and Plan of Merger, dated as of May 31, 1996, as
amended and restated as of August 21, 1996 (the "Merger Agreement"), which
provides for the merger of First Monco Bancshares, Inc. with and into South
Alabama. If the Merger is consummated, outstanding shares of First Monco
Bancshares, Inc. common stock will be converted into the right to receive the
number of shares of the common stock, par value $.01, of South Alabama having
a market value, calculated as provided in the Merger Agreement, of $1,415.76,
subject to adjustment for fluctuations in South Alabama's stock price. The
accompanying Joint Proxy Statement and Prospectus provides a detailed
description of the proposed Merger, including the proposed exchange ratios and
the conditions to consummation of the Merger.
The affirmative vote of the holders of a majority of the shares of South
Alabama common stock entitled to vote at the Special Meeting is required for
approval of the Merger Agreement. Accordingly, your vote is important, no
matter how large or how small your holdings are.
Enclosed are the Notice of Special Meeting, the Joint Proxy Statement and
Prospectus and proxy for the Special Meeting, together with copies of South
Alabama's 1995 Annual Report to Shareholders and 1996 Second Quarter Report
on Form 10-Q. Please give this information your careful attention.
The Board of Directors of South Alabama has carefully reviewed and
considered the terms and conditions of the proposed Merger Agreement and has
received an opinion from its financial advisor, Mercer Capital Management,
Inc., that the Merger is fair to the South Alabama shareholders from a
financial point of view. The Board of Directors has unanimously approved the
Merger Agreement and unanimously recommends that you vote FOR approval of the
Merger Agreement.
In view of the importance of the action to be taken, we urge you to
complete, sign and date the enclosed proxy and to return it promptly in the
enclosed envelope, whether or not you plan to attend the Special Meeting.
Sending in your proxy now will not interfere with your rights to attend the
Special Meeting or to vote your shares personally at the Special Meeting if
you wish to do so.
Sincerely,
W. Bibb Lamar, Jr.
W. Bibb Lamar, Jr.
President
SOUTH ALABAMA BANCORPORATION, INC.
Post Office Box 3067
Mobile, Alabama 36652
____________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 29, 1996
____________
SEPTEMBER 27, 1996
To the Shareholders of South Alabama Bancorporation, Inc.
NOTICE IS HEREBY GIVEN that a special meeting of shareholders (the
"Special Meeting") of South Alabama Bancorporation, Inc. ("SAB") will be held
at SAB's principal executive office, 100 St. Joseph Street, Mobile, Alabama,
on October 29, 1996, at 10:00 a.m., Central Time, for the following purposes:
1. To consider and vote upon a proposal to approve the Agreement and
Plan of Merger, dated as of May 31, 1996, as amended and restated as of
August 21, 1996 (the "Merger Agreement"), by and between SAB and First Monco
Bancshares, Inc. ("FMB"), pursuant to which, among other matters (a) FMB would
be merged with and into SAB and (b) the shares of FMB common stock will be
converted into the right to receive the number of shares of SAB common stock
having a market value, calculated as provided in the Merger Agreement, of
$1,415.76, subject to adjustment for fluctuations in SAB's stock price, as
more fully described in the accompanying Joint Proxy Statement and Prospectus.
A copy of the Merger Agreement is set forth in Appendix A to the accompanying
Joint Proxy Statement and Prospectus and is hereby incorporated by reference
herein.
2. To transact such other business as may properly come before the
Special Meeting or any adjournment thereof.
Only shareholders of record at the close of business on September 26,
1996, are entitled to receive notice of and to vote at the Special Meeting or
any adjournments thereof. Approval of the Merger Agreement requires the
affirmative vote of the holders of a majority of the shares of SAB Common
Stock entitled to vote at the Special Meeting.
THE BOARD OF DIRECTORS OF SAB UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE FOR APPROVAL OF THE MERGER AGREEMENT.
Each shareholder has the right to dissent from the Merger Agreement and
demand payment of the fair value of his shares if the Merger is consummated.
The right of any shareholder to receive such payment is contingent upon
strict compliance with requirements of Section 262 of the Delaware General
Corporation Law. The full text of Section 162 is set forth in Appendix B to
the Joint Proxy Statement and Prospectus and is incorporated herein by
reference. For a summary of the requirements of Section 262, see "GENERAL
INFORMATION-Appraisal and Dissenterss Rights" in the Joint Proxy Statement
and Prospectus.
By order of the Board of Directors
W. Bibb Lamar, Jr.
W. Bibb Lamar, President
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE
MEETING, YOU MAY THEN WITHDRAW YOUR PROXY IF YOU WISH. THE PROXY MAY BE
REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.
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 Mobile, State of
Alabama, on the 19th day of September, 1996.
SOUTH ALABAMA BANCORPORATION, INC.
By: W. Bibb Lamar, Jr.
W. Bibb Lamar, Jr., President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the dates indicated below.
Signatures Title Date
(1) Principal Executive Officer
W. Bibb Lamar, Jr. President 9/19/96
W. Bibb Lamar, Jr. and Chief Executive
Officer
(2) & (3) Principal Financial and
Accounting Officer
F. Michael Johnson Chief Financial 9/19/96
F. Michael Johnson Officer and
Secretary
(4) Directors
Stephen G. Crawford* Director 9/19/96
Stephen G. Crawford
David C. De Laney* Director 9/19/96
David C. De Laney
Lowell J. Friedman* Director 9/19/96
Lowell J. Friedman
__________________________________ Director
Broox G. Garrett, Jr.
__________________________________ Director
James P. Hayes, Jr.
Clifton C. Inge* Director 9/19/96
Clifton C. Inge
W. Bibb Lamar, Jr. Director 9/19/96
W. Bibb Lamar, Jr.
___________________________________ Director
Thomas E. McMillan, Jr.
J. Richard Miller, III* Director 9/19/96
J. Richard Miller, III
___________________________________ Director and Chairman
J. Stephen Nelson
___________________________________ Director
Earl H. Weaver
*By: F. Michael Johnson
F. Michael Johnson
Attorney-in-Fact
September 19, 1996
Securities and Exchange Commission
450 5th Street N.W., Stop 3-11
Washington, D.C. 20549
Re: South Alabama Bancorporation, Inc.
Registration Statement on Form S-4
Registration No. 333-11305
Ladies and Gentlemen:
Pursuant to Rule 461, the undersigned Registrant hereby requests that
the above referenced Registration Statement be declared effective on Friday,
September 27, 1996, at 1:00 p.m., Eastern Time, or as soon thereafter as
practicable.
Very truly yours,
SOUTH ALABAMA BANCORPORATION, INC.
F. Michael Johnson
F. Michael Johnson
Secretary
