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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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): AUGUST 12, 1996 (AUGUST 6,
1996)
D/W BANKSHARES, INC.
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(Exact name of registrant as specified in charter)
GEORGIA 33-736564 58-2079621
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
401 SOUTH THORNTON AVENUE, DALTON, GEORGIA 30720
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(Address of principal executive offices (Zip Code)
Registrant's telephone number, including area code: (706) 226-1500
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On August 6, 1996, D/W Bankshares, Inc. ("Registrant") announced that it
had signed a letter of intent to merge with Colonial BancGroup, Inc.
("Colonial"). The proposed acquisition is subject to execution of a definitive
agreement and appropriate corporate shareholder and regulatory approvals.
Registrant's subsidiary, Dalton/Whitfield Bank & Trust, will be merged into
Colonial's Georgia subsidiary, Colonial Bank, headquartered in Atlanta.
Colonial will exchange common stock equal to $27.39 per share for Registrant's
outstanding shares, and will assume Registrant's options and subordinated
debentures based on the $27.39 price per share.
Colonial is a multi-bank holding company headquartered in Montgomery,
Alabama, with assets of $4.5 billion and 127 full-service offices in Alabama,
Florida, Georgia and Tennessee.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99 News release dated August 6, 1996 regarding Registrant
signing letter of intent with Colonial BancGroup, Inc.
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SIGNATURES
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.
D/W BANKSHARES, INC.
By: /s/ CHARLES Y. ALLGOOD
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Charles Y. Allgood
President and Chief Executive Officer
Date: AUGUST 12, 1996
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COLONIAL BANK TO ACQUIRE
DALTON/WHITFIELD BANK & TRUST
MONTGOMERY, AL -- Colonial BancGroup, Inc. Chairman, CEO and President Robert E.
Lowder along with D/W Bankshares President and CEO Charles Y. Allgood jointly
announced today that the companies have signed a letter of intent to merge D/W
Bankshares into Colonial. D/W Bankshares' subsidiary, Dalton/Whitfield Bank &
Trust of Dalton, Georgia will be merged into BancGroup's Georgia subsidiary,
Colonial Bank, headquartered in Atlanta. Colonial will exchange common stock
equal to $27.39 per share for D/W's outstanding shares, a total value of $19.2
million. In addition, Colonial will assume D/W options and subordinated
debentures based on the $27.39 price per share which will bring the total value
to approximately $22.3 million. The transaction will be accounted for as a
pooling of interests.
At June 30, 1996 Dalton/Whitfield had consolidated assets of $139.7
million, capital of $10.4 million and net income of $785,000 for the six months
ended June 30, 1996. Dalton/Whitfield currently has two offices located in
Dalton. A third office is scheduled to open in October.
"We are very pleased to have an agreement with such a well-run, profitable
institution. Dalton will be a good market for Colonial to expand its current
operations in Georgia," said Mr. Lowder.
"I am excited about the proposed transaction with Colonial Bank," said
Mr. Allgood. "Colonial has a strong, community bank philosophy; therefore, I
think this transaction will be in the best interest of our customers, employees
and shareholders."
Completion of the transaction is subject to approval by various regulatory
bodies and D/W Bankshares' shareholders.
Colonial BancGroup is a multi-bank holding company headquartered in
Montgomery, Alabama with assets of $4.5 billion and 127 full service offices in
Alabama, Florida, Georgia and Tennessee. It is traded on the New York Stock
Exchange under the symbol CNB. In most newspapers the stock is listed as
ColBgp.
