SOUTHTRUST CORP
15-15D, 1995-07-13
STATE COMMERCIAL BANKS
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<PAGE>   1





                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 15


CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                             Commission File Number        33-14902             
                                                  ----------------------------

Southern Bank Group, Inc.
- ------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

11180 Alpharetta Highway, Roswell, Georgia  30076,        404-475-2265
- ------------------------------------------------------------------------------
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

Common Stock, par value $1.00 per share
- ------------------------------------------------------------------------------
            (Title of each class of securities covered by this Form)

None
- ------------------------------------------------------------------------------
  (Titles of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(d) remains)

  Please place an X in the box(es) to designate, the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

<TABLE>
         <S>                       <C>                      <C>                       <C>
         Rule 12g-4(a)(1)(i)       [x]                      Rule 12h-3(b)(1)(i)       [x]
         Rule 12g-4(a)(1)(ii)      [ ]                      Rule 12h-3(b)(1)(ii)      [ ]
         Rule 12g-4(a)(2)(i)       [ ]                      Rule 12h-3(b)(2)(i)       [ ]
         Rule 12g-4(a)(2)(ii)      [ ]                      Rule 12h-3(b)(2)(ii)      [ ]
                                                            Rule 15d-6                [x]
</TABLE>

  Approximate number of holders of record as of the certification or notice
date:    One
      ---------

  Pursuant to the requirements of the Securities Exchange Act of 1934
SouthTrust of Georgia, Inc., successor by merger to Southern Bank Group, Inc.,
has caused this certification/notice to be signed on its behalf by the
undersigned duly authorized person.

                                        SouthTrust of Georgia, Inc.

Date:    June 30, 1995             By:  /s/  Alton E. Yother
     ---------------------              ---------------------------
                                        Alton E. Yother
                                        Its Senior Vice President


Instruction:  This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934.  The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person.  The name and title of the
person signing the form shall be typed or printed under the signature.


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