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 16, 1998
SOUTH ALABAMA BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
ALABAMA 0-15423 63-0909434
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 St. Joseph Street
Mobile, Alabama 36602
(Address of principal executive offices)
Registrant's telephone number, including area code 334-431-7800
Item 2. Acquisition or Disposition of Assets.
On December 16, 1998, The Commercial National Bank of Demopolis ("CNB")
was merged with and into a wholly owned subsidiary of South Alabama
Bancorporation, Inc. ("South Alabama"). The merger was completed under the
terms of an Amended and Restated Agreement and Plan of Reorganization, dated
as of October 26, 1998 (the "Agreement").
Pursuant to the Agreement, each of the 121,500 shares of the common
stock of CNB will be exchanged for 9.65 shares of South Alabama Common Stock
plus the right to receive a portion of any South Alabama Common Stock released
from escrow upon final adjudication of a lawsuit pending against CNB. Each
share of South Alabama's Common Stock remains equal to one share of the
combined company. South Alabama issued a total of 1,188,716 shares of its
common stock in this merger, but 16,308 shares are being held in escrow
pending the outcome of the lawsuit mentioned above.
Further information regarding the terms of the acquisition of CNB is
contained in South Alabama's Prospectus dated November 10, 1998 under the
caption The "Merger," and is incorporated herein by reference. The
Prospectus was filed as a part of South Alabama's Registration Statement on
Form S-4, Registration No. 333-63701.
Item 7. Financial Statements and Exhibits.
(a)&(b) Financial statements and pro forma financial information
required by this item will be filed by amendment not
later than March 1, 1999.
(c) Exhibits required by this item, if any, will be filed by
amendment with the financial statements and pro forma
financial information.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
South Alabama has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SOUTH ALABAMA BANCORPORATION, INC.
(Registrant)
/s/ W. Bibb Lamar, Jr.
W. Bibb Lamar, Jr.
President and Chief Executive Officer
Date: 12/24/98
