SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE COLONIAL BANCGROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 6711 63-0661573
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
One Commerce Street, Suite 800
Montgomery, Alabama 36104
(Address of principal executive offices)
(334) 240-5000
(Telephone No.)
W. Flake Oakley, IV
Secretary
Post Office Box 1108
Montgomery, Alabama 36101
(Name and address of agent for service)
Copies to:
Michael D. Waters, Esq.
Miller, Hamilton, Snider & Odom, L.L.C.
One Commerce Street, Suite 802
Montgomery, Alabama 36104
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. (Box Checked)
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. (box unchecked)
CALCULATION OF REGISTRATION FEE (1)
<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Registration
Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock, 500,000 Not $14,343,750 $4946.12
par value $2.50 Shares Applicable
<FN>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee, upon the average of the high and
low sales prices as quoted on the New York Stock Exchange on
August 7, 1995.
</TABLE>
PROSPECTUS
Dividend Reinvestment and
Common Stock Purchase Plan
COMMON STOCK
(Par Value $2.50 Per Share)
The Colonial BancGroup, Inc. ("BancGroup") is offering through
its Dividend Reinvestment and Common Stock Purchase Plan (the
"Plan") to all holders of record of its Common Stock the
opportunity to reinvest automatically their cash dividends in
shares of Common Stock and to make optional cash purchases of
Common Stock from $10 to $3,000 per quarter. The terms and
provisions of the Plan in question and answer format are set forth
in this Prospectus.
The prices to be paid for shares of Common Stock purchased
through dividend reinvestments and with optional cash payments will
be 100% of the market price average, determined as provided in the
Plan. (See "Dividend Reinvestment and Common Stock Purchase Plan "
Purchases," "Price" and "Optional Cash Payments.")
This Prospectus relates to 500,000 shares of Common Stock of
the par value of $2.50 per share of BancGroup registered for
purchase under the Plan. Shares issued under the Plan will be
either newly issued shares, treasury shares or shares purchased for
Plan participants in the open market.
Each share of BancGroup Common Stock is entitled to one (1)
vote per share on all matters.
The Plan does not represent a change in the dividend policy of
BancGroup which will continue to depend on earnings, financial
requirements and other factors. Shareholders who do not wish to
participate in the Plan will continue to receive cash dividends so
declared, by check in the usual manner.
The principal office and mailing address of BancGroup are One
Commerce Street, Post Office Box 1108, Montgomery, Alabama 36101
(telephone 334-240-5000).
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August 1, 1995.
AVAILABLE INFORMATION
BancGroup is subject to the informational requirements of the
Securities Exchange Act of 1934 and, in accordance therewith, files
reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other filings made
by BancGroup, including proxy and information statements, can be
inspected and copied at the public reference facilities of the
Commission, Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at certain regional offices: Seven
World Trade Center, 13th Floor, New York, New York 10048; Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511; 1401 Brickell Avenue, Suite 200, Miami, Florida 33131;
1801 California Street, Suite 4800, Denver, Colorado 80202-2648;
5670 Wilshire Boulevard, 11th Floor, Los Angeles, California
90036-3648. Copies of such material can be obtained from the Public
Reference Section of the Commission at prescribed rates.
BancGroup's Common Stock is listed for trading on the New York
Stock Exchange (the "NYSE"). Reports, including proxy and
information statements, of BancGroup and other information may be
inspected at the NYSE, 20 Broad Street, New York, New York 10005.
BancGroup has filed with the Commission a Registration
Statement under the Securities Act of 1933, as amended, with
respect to the securities of BancGroup being offered hereby. This
Prospectus omits certain information contained in the Registration
Statement and exhibits thereto. Such Registration Statement,
including the exhibits thereto, can be inspected at the Public
Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies of such Registration Statement
can be obtained at prescribed rates from the Commission at that
address.
DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus incorporates documents by reference which are
not presented herein or delivered herewith. The documents are
available upon request from the person specified below.
The following documents filed by BancGrup with the Commission
are hereby incorporated by reference into this Prospectus:
(1) BancGroup's annual report on Form 10-K for the fiscal
year ended December 31, 1994, except to the extent that items 7,
8 and 14 of such report are superceded by BancGroup's Form 8-K
referred to in item (5) below;
(2) BancGroup's quarterly report on Form 10-Q for the quarter
ended March 31, 1995;
(3) BancGroup's report on Form 8-K dated February 21, 1995;
(4) BancGroup's report on Form 8-K/A dated April 21, 1995;
(5) BancGroup's report on Form 8-K dated July 10, 1995; and
(6) BancGroup's Form 8-A dated November 22, 1994, effective
February 22, 1995, containing a description of BancGroup's common
stock.
All documents subsequently filed by BancGroup pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the termination of this offering, shall be deemed to be
incorporated by reference in this Prospectus.
BancGroup will provide without charge to each person,
including any beneficial owner, to whom this Prospectus is
delivered, on the written or oral request of any such person, a
copy of any or all of the documents which have been incorporated
herein by reference but not delivered herewith (other than the
exhibits to such documents). Such request, in writing or by
telephone, should be directed to W. Flake Oakley, IV, Secretary,
The Colonial BancGroup, Inc., One Commerce Street, Post Office Box
1108, Montgomery, Alabama 36102 (telephone 334-240-5000).
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide record owners of
BancGroup Common Stock with a simple and convenient way of
investing cash dividends in shares of Common Stock and of investing
optional cash payments in Common Stock, all without payment of any
brokerage commissions, service charge or other expense. To the
extent such shares are purchased from BancGroup, BancGroup will
receive additional funds to finance the continuing operations of
BancGroup and its subsidiaries.
Advantages
2. What are the advantages of the Plan?
Participants in the Plan may:
(a) Reinvest all or part of their dividends on shares of
Common Stock automatically at a price equal to the average market
price as more fully explained under Question 12;
(b) Invest additional cash, up to $3,000 per quarter, in
Common Stock as more fully explained under Questions 11, 12, 13 and
14;
(c) Avoid charges for brokerage commissions or fees on all
investments under the Plan;
(d) Invest the full amount of all dividends and optional cash
payments since the Plan allows fractions of a share to be held
under the Plan;
(e) Avoid cumbersome safekeeping requirements through the
free custodial service under the Plan; and
(f) Avoid inconvenience and expense of recordkeeping through
the free reporting provisions of the Plan.
Participation
3. Who is eligible to participate?
All record owners of Common Stock are eligible to participate
in the Plan. Beneficial owners whose shares are registered in names
other than their own (for example, in the name of a broker or bank
nominee) must become owners of record by having the number of
shares as to which they wish to participate transferred into their
names or make arrangements with the nominees or other holders of
record to participate in the Plan on behalf of such beneficial
owners. (See Question 4.) Shareholders can participate with respect
to all or less than all of their shares, but shareholders may only
make optional cash payments if shareholders also participate in the
dividend reinvestment portion of the Plan.
4. How does an eligible shareholder become a participant?
An eligible shareholder may join the Plan by signing the
enclosed Authorization Card and returning it to Trust Company Bank,
Atlanta, Georgia as the agent for the Plan (the "Agent") as
follows:
Trust Company Bank
Corporate Trust Department
Post Office Box 4625
Atlanta, Georgia 30302
An Authorization Card is enclosed with this Prospectus and
additional Authorization Cards may be obtained at any time by
written request to the Agent at the above address, or by writing
BancGroup at The Colonial BancGroup, Inc., Post Office Box 1108,
Montgomery, Alabama 36101, attention: Corporate Secretary, or by
calling BancGroup at (334) 240-5000.
Brokers, banks or other nominees who wish to participate in
the Plan on behalf of their clients must submit an Authorization
Card to the Agent, as any other record holder, with respect to the
shares held by them which are to participate in the Plan. Any
shareholder of record that is a nominee for others who wish to
participate in the Plan must certify to BancGroup the name and
address of (and number of shares of Common Stock held for) each
beneficial owner on whose behalf such participation is authorized
and agree to advise BancGroup of such beneficial owner's underlying
ownership of BancGroup shares registered in its name from time to
time.
5. When may a shareholder join the Plan?
An eligible shareholder may join the Plan at any time. If an
Authorization Card specifying reinvestment of dividends is received
by the Agent before the record date for a dividend payment,
reinvestment will commence with that dividend payment. If the
Authorization Card is received on or after a dividend record date,
the reinvestment of dividends through the Plan will begin with the
dividend payment following the next record date. Dividend payment
dates ordinarily are the second Tuesdays of February, May, August
and November. The record date for determining shareholders who
receive dividends normally precedes the dividend payment date by
one week. (See Questions 11, 12, 13 and 14 for information
concerning the investment of optional cash payments.)
6. What does the Authorization Card provide?
By marking the appropriate spaces of the Authorization Card
you may choose between the following investment options with
respect to dividend reinvestment:
(a) To reinvest automatically cash dividends on all shares
registered in your name at the current market price average,
computed as described under Question 12; or
(b) To reinvest automatically cash dividends on less than all
of the shares registered in your name (a specified number of whole
shares) at the current market price average and continue to receive
cash dividends on the remaining shares. You must indicate on the
Authorization Card the number of shares on which dividends are to
be reinvested rather than paid.
You may also make optional cash payments in any amount from
$10 up to a total of $3,000 per quarter, assuming dividends are
also being reinvested under either subparagraph (a) or (b) above,
at the current market price average. Optional cash payments will be
invested quarterly as explained under Question 11.
Dividends on all shares purchased for your account under the
Plan, whether through dividend reinvestment or optional cash
payments, will be automatically reinvested in additional shares of
Common Stock at the current market price average.
7. May a participant change his or her method of participation
after enrollment?
Yes. You may change your investment option at any time by
signing a new Authorization Card and returning it to the Agent as
provided under Question 4. An Authorization Card indicating a
change of options must be received by the Agent prior to a
particular dividend record date in order to stop any unwanted
reinvestment of dividends paid on the related dividend payment date
or otherwise to alter your investment options. If you want to
terminate your participation in the Plan, see Question 18.
Agent
8. Who administers the Plan?
The Agent administers the Plan for participants, keeps
records, sends statements of account to participants, purchases
shares of Common Stock which are purchased in the open market, and
performs other duties relating to the Plan. Shares purchased under
the Plan will be registered in the name of the Agent or its nominee
as agent for participants in the Plan. The Agent's mailing address
is provided in the response to Question 4 above.
The Agent may at any time (1) resign by giving written notice
to BancGroup, or (2) be removed by BancGroup. In the event a
vacancy occurs in the office of Agent, BancGroup shall appoint a
successor Agent, which may be BancGroup or one of its subsidiaries.
Costs
9. Are there any expenses to participants in connection with
purchases under the Plan?
No. You will incur no brokerage commissions or service charge
for the purchases made under the Plan. All costs of administration
of the Plan, including fees, commissions and expenses, will be paid
by BancGroup. However, if you request the Agent to sell your Plan
shares, you will pay certain charges as explained under Question
17. Participants may incur tax liability as a result of payment by
BancGroup of expenses in connection with open market purchases of
shares for Plan participants, as explained under Question 19.
Purchases
10. How many shares of Common Stock will be purchased for
participants and what is the source of shares purchased under the
Plan?
If you become a participant in the Plan, the number of shares
purchased for you will depend on the amount of your dividends,
optional cash payments, or both, and market prices of the Common
Stock. The number of shares purchased for your account, including
fractions computed to three decimal places, will be equal to the
total amount to be invested by you, divided by the purchase price
per share. (See Question 12.)
Shares purchased under the Plan will be, at BancGroup's
discretion, either newly issued shares, shares of treasury stock
held by BancGroup or shares purchased for Plan participants in the
open market, or a combination of the foregoing. Newly issued shares
and treasury shares will be purchased directly from BancGroup. The
decision to have shares purchased for Plan participants in the open
market will be made by BancGroup based upon general market
conditions, the relationship between purchase price and book value
per share, regulatory requirements and other factors.
11. When will shares of Common Stock be purchased under the Plan?
When shares are purchased from BancGroup, purchases will be
made on the dividend payment date with dividends paid on that date,
or with optional cash payments received by the Agent no later than
the dividend record date for that dividend payment date.
When shares are purchased in the open market, the Agent will
use dividends paid on, and optional cash payments received no later
than the dividend record date for, the dividend payment date to
purchase shares in the open market as soon as practical and within
30 days after the applicable dividend payment date, unless a longer
period is necessary or advisable because of federal securities laws
or market conditions. Such open market purchases may be made on any
securities exchange where the shares of the Common Stock are
traded, in the over-the-counter market or in negotiated
transactions and may be subject to such terms with respect to
price, delivery and other matters as the Agent may agree to.
Neither BancGroup nor any Plan participant shall have the authority
to direct the time, price or manner of such open market purchases,
or the selection of the broker or dealer through or from whom
purchases are to be made.
No dividends will be earned on shares purchased under the Plan
until the dividend payment date following the date of purchase of
those shares.
Price
12. At what price will shares of Common Stock be purchased under
the Plan?
Common Stock will be purchased from BancGroup with reinvested
dividends at a price equal to the average of the daily closing
prices of the Common Stock reported by the New York Stock Exchange
("NYSE"), for the five trading days immediately preceding the
dividend payment date. The price of Common Stock purchased from
BancGroup with optional cash payments will be the same average. If
there is no trading in the Common Stock on the NYSE (or if trading
is halted or suspended) for a substantial amount of time during any
trading day during the five day period or if publication of the
sales prices of the Common Stock on any such trading day does not
take place or contains a reporting error, the purchase price of
shares purchased from BancGroup shall be determined by BancGroup on
the basis of such market quotations as it shall deem appropriate.
No shares will be purchased from BancGroup under the Plan at less
than their par value ($2.50 per share).
The price to a Plan participant of shares purchased with
reinvested dividends in the open market under the Plan will be the
weighted average price of Common Stock purchased in the open market
for all Plan participants in respect of a particular dividend
payment date. The price to Plan participants of shares purchased
with optional cash payments in the open market under the Plan will
be the same average.
Optional Cash Payments
13. Who is eligible to make optional cash payments?
Record owners of Common Stock who are participating in the
dividend reinvestment portion of the Plan and who have submitted a
signed Authorization Card are eligible to make optional cash
payments. The Agent will apply any optional cash payment received
from a participant on or prior to a dividend record date to the
purchase of Common Stock for the account of the participant on the
applicable dividend payment date if such Common Stock is purchased
from BancGroup and as soon as practical (as explained under
Question 11) after that dividend payment date if such Common Stock
is purchased in the open market. OPTIONAL CASH PAYMENTS RECEIVED
MORE THAN 30 DAYS PRIOR TO THE NEXT DIVIDEND PAYMENT DATE WILL BE
RETURNED TO THE PARTICIPANT.
An initial optional cash payment may be made by you when you
join the Plan by enclosing a check or money order with the
Authorization Card, if the Authorization Card is received by the
Agent before the next dividend record date. Your check, payable to
Trust Company Bank, should be returned along with the Authorization
Card to Trust Company Bank at the address provided in response to
Question 4. Thereafter, optional cash payments may be made through
the use of cash payment forms sent to you with statements of your
account.
BancGroup recommends that optional cash payments be sent so as
to be received shortly before a dividend record date but in any
case not more than 30 days prior to a dividend payment date. No
interest will be paid on these payments. You may obtain the return
of any optional cash payments by written request received by the
Agent at least 48 hours before the next dividend payment date.
14. What are the limitations on making optional cash payments?
Optional cash payments must be received by the Agent no later
than a dividend record date. The same amount of money need not be
sent each time, and you are under no obligation to make an optional
cash payment at any time. Any optional cash payments you wish to
make must not be less than $10 per payment nor may your payments
aggregate more than $3,000 in any calendar quarter.
Reports to Participants
15. What reports will be sent to participants in the Plan?
As soon as practicable after each purchase you will receive a
statement of your account showing amounts invested, purchase
prices, shares purchased and other information for the year to
date. This statement will provide a record of the cost of purchases
under the Plan and should be retained for tax purposes. In
addition, you will receive copies of the same communications sent
to every other holder of Common Stock, including BancGroup's annual
and quarterly reports to shareholders, proxy statements and
information for income tax reporting purposes.
Dividends
16. Will participants be credited with dividends on shares held in
their accounts under the Plan?
Yes. The Agent will receive dividends (less the amount of any
tax withheld) for all Plan shares held on the dividend record date
and credit them to participants' accounts on the basis of full
shares and fractions of a share credited to those accounts on that
record date. Such dividends received will be automatically
reinvested in additional shares of Common Stock as a dividend
reinvestment. (See Question 12.)
Certificates
17. Will certificates be issued for shares of Common Stock
purchased under the Plan?
Certificates for shares of Common Stock purchased under the
Plan will not be issued to you unless you request them. All shares
credited to your account under the Plan will be issued to the Agent
or its nominee, as your agent. The number of shares credited to
your account will be shown on your statement of account. This
convenience protects against loss, theft or destruction of stock
certificates, permits ownership of fractional shares and reduces
the costs to be borne by BancGroup.
A certificate for any number of whole shares credited to your
account under the Plan will be issued on your written request, and
the shares represented by that certificate will be withdrawn from
your account. Your written request should be mailed to the Agent.
Any remaining full shares and fractions of a share will continue to
be credited to your account. If you have authorized the
reinvestment of dividends on all shares registered in your name,
dividends on shares represented by the certificate issued to you
will continue to be reinvested. Otherwise, dividend reinvestment
will continue with respect to the number of shares registered in
your name specified for dividend reinvestment on your Authorization
Card.
Certificates for fractions of a share will not be issued under
any circumstances.
Shares credited to your account may not be pledged. If you
wish to pledge the whole shares credited to your account, you must
request that certificates for those shares be issued in your name.
Accounts under the Plan are maintained in the name in which
your certificates were registered at the time you entered the Plan.
Consequently, certificates for those shares will be similarly
registered when issued to you.
You may at any time request the Agent to sell any or all of
the shares credited to your account under the Plan. The sale will
be made for your account after receipt by the Agent of your
request. You will receive the proceeds of the sale, less any
related brokerage commission and transfer tax.
Termination of Participation
18. How does a participant terminate participation in the Plan?
You may at any time terminate your participation in the Plan
by notifying the Agent in writing.
If your notice of termination is received on or after the
record date for the next dividend, that dividend will be reinvested
for your account, but all subsequent dividends on those shares will
be paid to you. If you elect to terminate your participation in the
Plan, any optional cash payments received by the Agent before it
receives your notice of termination will be invested for your
account unless you specifically request return of the payment by
written request received by the Agent at least 48 hours prior to
the next dividend payment date.
If you terminate your participation in the Plan or if
BancGroup terminates the Plan, certificates for whole shares
credited to your account under the Plan will be issued to you and
a cash payment will be made for a fraction of a share. The cash
payment will be based on the closing price of BancGroup's Common
Stock reported on the NYSE on the day the notice of termination is
received by the Agent or on the next day on which the NYSE is open
if it is closed when the notice is received. However, if upon
termination you prefer to receive cash for all your Plan shares,
you may request the Agent to sell your shares as explained under
Question 17.
Other Information
19. What are the federal income tax consequences of participation
in the Plan?
Under Internal Revenue Service rulings in connection with
similar plans, dividends which you reinvest in additional shares of
Common Stock under the Plan will be treated for federal income tax
purposes either (1) as having been received by you in the form of cash
dividends, if such shares are acquired in the open market, or (2) as a
taxable stock dividend if such shares are acquired from BancGroup.
You will not realize any taxable income upon purchase of shares with
optional cash payments.
The Internal Revenue Service has issued a ruling which
held that brokerage commissions and service charges paid by a
corporation in connection with the open market purchase of shares
pursuant to a dividend reinvestment plan are includible in the
gross income of participants in that plan. If shares are purchased for
your Plan account in the open market, you must include in your gross
income a dividend equal to that portion of any brokerage commissions
and service charges paid by BancGroup which are attributable to the
purchase of such shares.
You will not realize any taxable income when you receive
certificates for whole shares credited to your account, either upon
your request for such certificates or upon withdrawal from or
termination of the Plan. However, you will recognize tax gain or
loss (which, for most participants, will be capital gain or loss)
when whole shares acquired under the Plan are sold or exchanged -
either by the Agent at your request or by you. (See Questions 17
and 18.) You also will recognize gain or loss when you receive a
cash payment for a fractional share credited to your account. The
amount of such gain or loss will be the difference between the
amount which you receive for your shares or fractional share and
the tax basis thereof.
The tax basis of shares acquired from BancGroup under the Plan
by reinvestment of dividends will be equal to the purchase price of
the shares acquired. The tax basis of shares acquired by the Agent in
the open market with reinvested dividends will be the purchase price
thereof paid by the Agent plus an allocable share of any brokerage
commissions paid by BancGroup. The tax basis of shares purchased with
an optional cash payment will be the amount of such optional cash
payment plus allocable brokerage commissions. The holding period of
shares of Common Stock acquired under the Plan, whether purchased
with dividends or optional cash payments, will begin on the day
following the date as of which the shares are purchased for you.
In the case of foreign participants who elect to have their
dividends reinvested and whose dividends are subject to United
States income tax withholding, an amount equal to the dividends
payable to such participants, less the amount of tax required to be
withheld, will be applied to the purchase of shares of Common Stock
under the Plan.
Federal tax laws impose certain reporting obligations upon
brokers and other middlemen. As a result, the Agent will be
required to report to the Internal Revenue Service and you any
sales of Common Stock by the Agent for your Plan account. If your
dividends become subject to the backup withholding tax of the
Interest and Dividends Tax Compliance Act of 1983, dividends
reinvested for you under the Plan will be reduced by the amount of
tax required to be withheld.
The foregoing is only an outline of BancGroup's understanding
of some of the applicable tax provisions. For further information
as to the tax consequences of participation in the Plan, including
any future changes in applicable law or interpretations thereof,
you should consult with your own tax advisor.
20. What happens if a participant sells a portion of the shares of
Common Stock registered in the participants' name?
If you have authorized the reinvestment of dividends on all
shares registered in your name and then dispose of a portion of
those shares, the dividends on the remaining shares will continue
to be reinvested.
If you have authorized the reinvestment of dividends on part
of the shares registered in your name and then dispose of a portion
of those shares, the dividends on the remainder of the shares up to
the number of shares with respect to which reinvestment of
dividends was originally authorized will continue to be reinvested.
21. What happens when a participant sells or transfers all of the
shares registered in his or her name?
Shares credited to your account under the Plan may not be
sold, pledged or assigned without first requesting and receiving a
certificate for such shares. If you dispose of all shares
registered in your name with respect to which you participate in
the Plan, your participation in the Plan will be terminated, and
the Agent will deliver to you a certificate representing the number
of whole shares credited to you under the Plan and a check for the
value of any fractional share.
22. If BancGroup has a rights offering, how will rights on Plan
shares be handled?
If a participant is entitled to participate in a rights
offering, his entitlement will be based upon the participant's
total holdings including the shares credited to him pursuant to the
Plan. Rights certificates will, however, be issued for the number
of whole shares only.
23. What happens if BancGroup issues a stock dividend or declares
a stock split?
Any stock dividends or split shares distributed by BancGroup
on shares of Common Stock credited to your account under the Plan
will be added to your account. Stock dividends or split shares
distributed on shares of Common Stock registered in your name will
be distributed to you in the same manner as they are distributed to
shareholders who are not participating in the Plan.
24. How will a participant's shares be voted at meetings of
shareholders?
You will receive a proxy indicating the total number of your
shares of Common Stock, including shares of Common Stock registered
in your name and whole shares of Common Stock credited to your
account under the Plan.
If your proxy is returned properly signed and marked for
voting, all the shares covered by the proxy - those registered in
your name and those whole shares credited to your account under the
Plan - will be voted as marked.
If your proxy is returned properly signed but without
indicating instructions as to the manner in which shares are to be
voted with respect to any item thereon, all of your shares - those
registered in your name and those whole shares credited to your
account under the Plan - will be voted in accordance with the
recommendations of the board of directors of BancGroup. If the
proxy is not returned, or if it is returned unexecuted or
improperly executed, your shares may be voted only if you vote in
person.
25. What is the responsibility of BancGroup and the Agent under
the Plan?
The Agent has had no responsibility with respect to the
preparation and contents of this Prospectus. Neither BancGroup nor
the Agent, in administering the Plan, will be liable for any act
done in good faith, or for any good faith omission to act,
including, without limitation, any claims of liability arising out
of failure to terminate a participant's account upon the
participant's death prior to receipt of notice in writing of the
death.
26. Who regulates and interprets the Plan?
BancGroup reserves the right to interpret and regulate the
Plan as it deems necessary or desirable.
27. May the Plan be changed or discontinued?
BancGroup reserves the right to suspend, modify or terminate
the Plan at any time. Notice of any suspension, modification or
termination will be mailed to all participants.
USE OF PROCEEDS
BancGroup does not know either the number of shares that will
ultimately be purchased from BancGroup under the Plan or the prices
at which the shares will be sold, and therefore cannot determine
the amount of proceeds that will be used. BancGroup intends to add
the net proceeds of sales under the Plan of newly issued shares of
Common Stock and treasury shares to the general funds of BancGroup
to be available for general corporate purposes.
INDEMNIFICATION
Directors, officers, employees and agents of BancGroup and its
subsidiaries are entitled to indemnification as expressly permitted
by the provisions of the General Corporation Law of the State of
Delaware, BancGroup's restated certificate of incorporation, the
charters of BancGroup's subsidiaries, and BancGroup's liability
insurance. BancGroup has also entered into indemnification
agreements with its directors regarding indemnification against
certain liabilities. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling BancGroup pursuant to
the foregoing provisions, BancGroup has been informed that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in that Act
and is therefore unenforceable.
EXPERTS
The restated consolidated financial statements of BancGroup and
subsidiaries, incorporated by reference herein, have been audited
by Coopers & Lybrand, L.L.P., independent accountants, whose report
thereon is included in the July 10, 1995 Report on Form 8-K, and has been
incorporated herein in reliance upon the report of Coopers & Lybrand,
L.L.P., given on the authority of that firm as experts in accounting
and auditing.
LEGAL OPINION
Certain issues regarding the shares of Common Stock of
BancGroup offered hereby are being passed upon by the law firm of
Miller, Hamilton, Snider & Odom, L.L.C., Post Office Box 46,
Mobile, Alabama 36601, of which John C. H. Miller, Jr., a director
of BancGroup, is a partner. Members of such law firm own, in the
aggregate, directly or indirectly, approximately 11,173 shares of
Common Stock.
This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of these securities in any
jurisdiction to any person to whom it is unlawful to make such
offer or solicitation. Except where otherwise indicated, this
Prospectus speaks as the effective date of the Registration
Statement. Neither the delivery of this Prospectus nor any sale
here-under shall under any circumstances create any implication
that there has been no change in the affairs of BancGroup since the
date hereof.
TABLE OF CONTENTS
Page
Available Information 2
Documents Incorporated by Reference 2
Dividend Reinvestment and
Common Stock Purchase Plan 3
Purpose 3
Advantages 3
Participation 3
Agent 5
Costs 5
Purchases 5
Price 6
Optional Cash Payments 6
Reports to Participants 7
Dividends 7
Certificates 7
Termination of Participation 8
Other Information 8
Use of Proceeds 10
Indemnification 10
Experts 11
Legal Opinions 11
Dividend Reinvestment and
Common Stock Purchase Plan
PROSPECTUS
August 1, 1995
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following expenses, other than the Securities and Exchange
Commission Registration Fee and the NYSE fee, are estimated:
Securities and Exchange Commission Registration Fee $4,946.12
NYSE Fee 1,500*
"Blue Sky" Fees and Expenses 0
Printing and Engraving Expenses 2,500*
Legal Fees and Expenses 7,500*
Accounting Fees and Expenses 2,500*
Miscellaneous 1,000*
___________
Total $ 19,946.12
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to section 145 of the Delaware General Corporation
Law, as amended, and the Restated Certificate of Incorporation of
the Registrant, officers, directors, employees, and agents of the
Registrant are entitled to indemnification against liabilities
incurred while acting in such capacities on behalf of the
Registrant, including reimbursement of certain expenses. In
addition, the Registrant maintains an officers and directors
insurance policy pursuant to which officers and directors of the
Registrant are entitled to indemnification against certain
liabilities, including reimbursement of certain expenses, and the
Registrant has indemnity agreements with certain officers and
directors pursuant to which such persons may be indemnified by the
Registrant against certain liabilities, including expenses. The
Registrant also has indemnification agreements with its directors
and certain officers pursuant to which such persons may be
indemnified by the Registrant against certain liabilities including
expenses. This indemnification is broader than the indemnification
provided under the Delaware General Corporation Law.
ITEM 16. EXHIBITS.
(a) The following is a list of exhibits that are included in
Part II of the Registration Statement. Such exhibits are
separately indexed elsewhere in the Registration
Statement.
Description
Exhibit 4 Instruments defining the rights of security holders:
(A) Article 4 of the Restated Certificate of Incorporation of the
Registrant filed as Exhibit 4.1 to the Registrant's Current
Report on Form 8-K, dated February 21, 1995, and incorporated
herein by reference.
(B) Article II of the Bylaws of the Registrant filed as Exhibit
4.2 to the Registrant's Current Report on Form 8-K, dated
February 21, 1995, and incorporated herein by reference.
(C) Dividend Reinvestment and Common Stock Purchase Plan of the
Registrant dated January 15, 1986, and Amendment No. 1 thereto
dated as of June 10, 1986, filed as Exhibit 4(C) to the
Registrant's Registration Statement on Form S-4 (File No.
33-07015), effective July 15, 1986, and incorporated herein by
reference.
Exhibit 5 Opinion of Miller, Hamilton, Snider & Odom, L.L.C.
as to certain Delaware law issues of the securities
being registered.
Exhibit 23 Consents of experts and counsel:
(A) Consent of Coopers & Lybrand, L.L.P.
(B) Consent of Miller, Hamilton, Snider & Odom, L.L.C.
Exhibit 24 Power of Attorney filed as Exhibit 25 to the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1994, and incorporated
herein by reference.
Exhibit 99 Authorization Card
ITEM 17. UNDERTAKINGS.
(a) Undertakings related to Rule 415 offering:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to the
Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is
on Form S-3 and the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Exchange
Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a
new registration relating to the securities offered
therein, and the offering of such securities at
that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(b) Undertaking related to filings incorporating subsequent
Securities Exchange Act of 1934 documents by reference;
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Montgomery, Alabama, on the 7th day of August, 1995.
By: /s/ Robert E. Lowder
-------------------------------
Robert E. Lowder
Its Chairman of the Board
of Directors, Chief
Executive Officer, and
President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
/s/Robert E. Lowder Chairman of the Board **
Robert E. Lowder of Directors, President
and Chief Executive
Officer
/s/W. Flake Oakley, IV Chief Financial **
W. Flake Oakley, IV Officer, Secretary
and Treasurer (Principal
Financial Officer and
Principal Accounting
Officer)
* Director **
Young J. Boozer
* Director **
William Britton
* Director **
Jerry J. Chesser
Director
Augustus K. Clements, III
* Director **
Robert C. Craft
* Director **
Patrick F. Dye
* Director **
Clinton O. Holdbrooks
* Director **
D. B. Jones
* Director **
Harold D. King
* Director **
John Ed Mathison
* Director **
Milton E. McGregor
* Director **
John C. H. Miller, Jr.
* Director **
Joe D. Mussafer
* Director **
William E. Powell
* Director **
Jack H. Rainer
* Director **
Frances E. Roper
* Director **
Ed V. Welch
* The undersigned, acting pursuant to a power of attorney, has
signed this Registration Statement on Form S-3 for and on
behalf of the persons indicated above as such persons' true
and lawful attorney-in-fact and in their names, places and
stead, in the capacities indicated above and on the date
indicated below.
/s/ W. Flake Oakley, IV
W. Flake Oakley, IV
Attorney-in-Fact
** Dated: August 7, 1995
EXHIBIT INDEX
EXHIBIT PAGE
Exhibit 4 Instruments defining the rights of security holders:
(A) Article 4 of the Restated Certificate of Incorporation of the
Registrant filed as Exhibit 4.1 to the Registrant's Current
Report on Form 8-K, dated February 21, 1995, and incorporated
herein by reference. II-8
(B) Article II of the Bylaws of the Registrant filed as
Exhibit 4.2 to the Registrant's Current Report on Form, 8-K,
dated February 21, 1995, and incorporated herein by reference. II-10
(C) Dividend Reinvestment and Common Stock Purchase Plan of
the Registrant dated January 15, 1986, and Amendment No. 1
thereto dated as of June 10, 1986, filed as Exhibit 4(C) to the
Registrant's Registration Statement on Form S-4 (File No.
33-07015), effective July 15, 1986, and incorporated herein
by reference. II-12
Exhibit 5 Opinion of Miller, Hamilton, Snider & Odom, L.L.C.
as to certain Delaware law issues of the securities
being registered. II-14
Exhibit 23 Consents of experts and counsel:
(A) Consent of Coopers & Lybrand, L.L.P. II-17
(B) Consent of Miller, Hamilton, Snider & Odom, L.L.C. II-19
Exhibit 24 Power of Attorney filed as Exhibit 25 to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994, and incorporated herein
by reference. II-21
Exhibit 99 Authorization Card II-22
EXHIBIT 4(A)
Article 4 of the Restated Certificate
of Incorporation
Article 4 of the Restated Certificate of Incorporation of the
Registrant, filed as Exhibit 4.1 to the Registrant's Current Report
on Form 8-K, dated February 21, 1995, is incorporated herein by
reference.
EXHIBIT 4(B)
Article II of the Bylaws
Article II of the Bylaws of the Registrant, filed as Exhibit 4.2 to
the Registrant's Current Report on Form 8-K, dated February 21,
1995, is incorporated herein by reference.
EXHIBIT 4(C)
Dividend Reinvestment and Common
Stock Purchase Plan
The Dividend Reinvestment and Common Stock Purchase Plan of the
Registrant dated January 15, 1986, and Amendment No. 1 thereto
dated as of June 10, 1986, filed as Exhibit 4(C) to the
Registrant's Registration Statement on Form S-4 (File No.
33-07015), effective July 15, 1986, are incorporated herein by
reference.
EXHIBIT 5
Opinion as to certain Delaware law issues
of the Securities Being Registered
MILLER, HAMILTON, SNIDER & ODOM, L.L.C.
Attorneys and Counsellors at Law
Post Office Box 19, Montgomery, Alabma 36101-0019
One Commerce Street, Suite 802, Montgomery, Alabama 36104
(334) 834-5550
TELECOPIER (334) 265-4533
August 1, 1995
Montgomery Office
The Colonial BancGroup, Inc.
P.O. Box 1108
Montgomery, AL 36101
Re: Registration Statement on Form S-3 relating to the
issuance of shares of Common Stock of The Colonial BancGroup, Inc.,
in connection with the Dividend Reinvestment and Common Stock
Purchase Plan
Ladies/Gentlemen:
We are familiar with the proceedings taken and proposed to be
taken by The Colonial BancGroup, Inc., a Delaware corporation (the
"Company"), in connection with the proposed issuance by the Company
of its Common Stock, par value of $2.50 per share, in connection
with its Dividend Reinvestment and Common Stock Purchase Plan (the
"Plan"). We have also acted as counsel for the Company in
connection with the preparation and filing with the Securities and
Exchange Commission under the Securities Act of 1933, of the
Registration Statement on Form S-3 referred to in the caption
above. In this connection we have reviewed such documents and
matters of law as we have deemed relevant and necessary as a basis
for the opinions expressed herein.
Upon the basis of the foregoing, we are of the opinion that:
(i) The Company is a corporation duly organized and existing
under the laws of the State of Delaware;
(ii) The shares of Common Stock of the Company referred to
above, to the extent actually issued pursuant to the Agreement
will, when so issued, be duly and validly authorized and issued and
will be fully paid and nonassessable shares of Common Stock of the
Company;
(iii) Under the laws of the State of Delaware, no personal
liability attaches to the ownership of the shares of Common Stock
of the Company.
We hereby consent to the filing of this opinion as an exhibit
to the above-referenced registration statement. In consenting to
the inclusion of our opinion in the Registration Statement, we do
not thereby admit that we are a person whose consent is required
pursuant to Section 7 of the Securities Act of 1933, as amended.
Sincerely yours,
MILLER, HAMILTON, SNIDER & ODOM, L.L.C.
By: /s/ Michael D. Waters
Michael D. Waters
EXHIBIT 23(A)
Consent of Coopers & Lybrand, L.L.P.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-3 of our report dated February 24, 1995, on our
audits of the restated consolidated financial statements of The
Colonial BancGroup, Inc. and subsidiaries as of December 31, 1994
and 1993 and for each of the three years ended December 31, 1994.
We also consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand, L.L.P.
Montgomery, Alabama
August 7, 1995
EXHIBIT 23(B)
Consent of Miller, Hamilton, Snider
& Odom, L.L.C.
CONSENT OF COUNSEL
The Colonial BancGroup, Inc.
We hereby consent to the use in this Registration Statement of
The Colonial BancGroup, Inc., of our name in the Prospectus, which
is apart of such Registration Statement, under the heading "LEGAL
OPINIONS," and to the summarization of our opinion referenced
therein.
/s/ Miller, Hamilton, Snider & Odom, L.L.C.
August 1, 1995
EXHIBIT 24
Power of Attorney
Power of attorney, filed as Exhibit 25 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994, and
incorporated herein by reference.
EXHIBIT 99
Authorization Card
THE COLONIAL BANCGROUP, INC.
DIVIDEND REINVESTMENT PLAN AUTHORIZATION CARD
THIS IS NOT A PROXY
Please enroll me in the Dividend Reinvestment Plan of The Colonial
BancGroup, Inc., as indicated on this Authorization Card.
(Do not return this form unless you wish to participate in the
Plan. See the reverse side hereof.)
Please sign exactly as name appears above. If shares are held
jointly, each stockholder must sign. Executors, Administrators,
Trustees, Guardians and others signing in a representative capacity
must give full titles.
Check One Box Only - Please see the Prospectus for a more complete
explanation of Plan options.
___ A. Full Dividend Reinvestment - I wish to reinvest all
dividends on all shares of Common Stock now or hereafter registered
in my name in additional shares of such stock.
___ B. Partial Dividend Reinvestment - I wish to reinvest
dividends on ____________ shares of Common Stock and receive cash
dividends on all other shares registered in my name.
___________________________________________________
SIGNATURE
___________________________________________________
SIGNATURE
___________________________________________________
TAX I.S. (S.S. #) DATE
AUTHORIZATION FOR AUTOMATIC REINVESTMENT OF DIVIDENDS
I (we) hereby elect to participate in the automatic Dividend
Reinvestment and Common Stock Purchase Plan ("Plan") in accordance
with the provisions of the Plan set forth in the related
Prospectus. I (we) hereby authorize The Colonial BancGroup, Inc.
("BancGroup") to pay to Trust Company Bank ("Bank") the cash
dividends hereafter payable to me (us) on the shares of Common
Stock of BancGroup registered in my (our) name or acquired under
the Plan as specified on the reverse side hereof. Such cash
dividends, and voluntary cash investments (if any), are to be
applied by the Bank as my (our) agent, to the purchase of
additional shares of Common Stock of BancGroup in accordance with
the Plan.
This authorization is given with the understanding that the
purchase will be made in accordance with the terms and conditions
of the Plan, as described in the Prospectus, and that my (our)
participation in the Plan may be terminated at any time by my (our)
written notification to the Bank.
