SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 8-K/A No. 1
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 5. Other Events.
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 were 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. This acquisition did not constitute
the acquisition of a significant amount of assets, as defined in applicable
securities laws.
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.
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: February 26, 1999
