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REGISTRATION NO. 333-01247
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE COLONIAL BANCGROUP, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 6711 63-0661573
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
ONE COMMERCE STREET, SUITE 800 (334) 240-5000
MONTGOMERY, ALABAMA 36104 (Telephone No.)
(Address of principal executive offices)
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W. FLAKE OAKLEY, IV
SECRETARY
POST OFFICE BOX 1108
MONTGOMERY, ALABAMA 36102
(Name and address of agent for service)
COPIES TO:
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MICHAEL D. WATERS, ESQUIRE ROD JONES, ESQ.
MILLER, HAMILTON, SNIDER & ODOM, L.L.C. SHUTTS & BOWEN
ONE COMMERCE STREET, SUITE 802 20 NORTH ORANGE AVENUE
P. O. BOX 19 ORLANDO, FLORIDA 32801
MONTGOMERY, ALABAMA 36101-0019
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON EACH SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 30th day of May, 1996.
THE COLONIAL BANCGROUP, INC.
By: /s/ ROBERT E. LOWDER
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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.
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SIGNATURES TITLE DATE
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/s/ ROBERT E. LOWDER Chairman of the Board of **
- --------------------------------------------- Directors, President and
Robert E. Lowder Chief Executive Officer
/s/ W. FLAKE OAKLEY, IV Chief Financial Officer, **
- --------------------------------------------- Secretary and Treasurer
W. Flake Oakley, IV (Principal Financial
Officer and Principal
Accounting Officer)
*
Director **
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Young J. Boozer
* Director **
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William Britton
* Director **
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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
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SIGNATURES TITLE DATE
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<S> <C> <C>
* Director **
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John Ed Mathison
* Director **
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Milton E. McGregor
* Director **
- ---------------------------------------------
John C. H. Miller, Jr.
* Director **
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Joe D. Mussafer
* Director **
- ---------------------------------------------
William E. Powell
* Director **
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Jack H. Rainer
* Director **
- ---------------------------------------------
Frances E. Roper
* Director **
- ---------------------------------------------
Ed V. Welch
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* The undersigned, acting pursuant to a power of attorney, has signed this
Registration Statement on Form S-4 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
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W. Flake Oakley, IV
Attorney-in-Fact
** Dated: May 30, 1996
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Exhibit 5 Opinion of Miller, Hamilton, Snider & Odom, L.L.C. as to
certain Delaware law issues of the securities being
registered, contained at Exhibit 5 of the Registration
Statement on Form S-4, Registration No. 333-01247, of which
this is Amendment No. 2 and incorporated herein by
reference.
Exhibit 8 Tax Opinion of Miller, Hamilton, Snider & Odom, L.L.C.
contained at Exhibit 8 to Amendment No. 1 of this
Registration Statement (No. 333-01247) and incorporated
herein by reference.
Exhibit 10 Material Contracts:
(A)(1) Second Amendment and Restatement of 1982 Incentive Stock
Plan of the Registrant, filed as Exhibit 4-1 to the
Registrant's Registration Statement on Form S-8 (Commission
Registration No. 33-41036), effective June 4, 1991, and
incorporated herein by reference.
(A)(2) Second Amendment and Restatement to 1982 Nonqualified Stock
Option Plan of the Registrant filed as Exhibit 4-2 to the
Registrant's Registration Statement on Form S-8 (Commission
Registration No. 33-41036), effective June 4, 1991, and
incorporated herein by reference).
(A)(3) 1992 Incentive Stock Option Plan of the Registrant, filed as
Exhibit 4-1 to Registrant's Registration Statement on Form
S-8 (File No. 33-47770), effective May 8, 1992, and
incorporated herein by reference.
(A)(4) 1992 Nonqualified Stock Option Plan of the Registrant, filed
as Exhibit 4-2 to Registrant's Registration Statement on
Form S-8 (File No. 33-47770), effective May 8, 1992, and
incorporated herein by reference.
(B)(1) Residential Loan Funding Agreement between Colonial Bank and
Colonial Mortgage Company dated January 18, 1988, included
as Exhibit 10(B)(1) to the Registrant's Registration
Statement as Form S-4, file no. 33-52952, and incorporated
herein by reference.
(B)(2) Loan Agreement between the Registrant and SunBank, National
Association, dated August 29, 1995, filed as Exhibit
10(B)(2) to the Registrant's Registration Statement on Form
S-4, registration number 33-01163 and incorporated herein by
reference.
(B)(3) 1993 Term Loan Agreement between the Registrant and SunBank,
National Association, and related Pledge Agreement filed as
Exhibit 10(B)(1) to Amendment No. 2 of the Registrant's
Registration Statement on Form S-4, registration number
33-63826 and incorporated herein by reference.
(C)(1) The Colonial BancGroup, Inc. First Amended and Restated
Restricted Stock Plan for Directors, as amended, included as
Exhibit 10(C)(1) to the Registrant's Registration Statement
as
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Form S-4, file no. 33-52952, and incorporated herein by
reference.
(C)(2) The Colonial BancGroup, Inc., Stock Bonus and Retention
Plan, included as Exhibit 10(C)(2) to the Registrant's
Registration Statement as Form S-4, file no. 33-52952, and
incorporated herein by reference.
(D) Stock Purchase Agreement dated as of July 20, 1994, by and
among The Colonial BancGroup, Inc., Colonial Bank, The
Colonial Company, Colonial Mortgage Company, and Robert E.,
James K. and Thomas H. Lowder, included as Exhibit 2 in
Registrant's registration statement on Form S-4,
Registration No. 33-83692 and incorporated herein by
reference.
(E) Agreement and Plan of Merger between The Colonial BancGroup,
Inc, and Commercial Bancorp of Georgia, Inc., dated as of
December 21, 1995, included as Exhibit 10(E) to Registrant's
Registration Statement on Form S-4, Registration
No. 33-01163, and incorporated herein by reference.
Exhibit 13 Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996, and incorporated herein by reference.
Exhibit 21 List of subsidiaries of the Registrant contained at
Exhibit 21 of the Registration Statement on Form S-4,
Registration No. 333-01247, of which this is Amendment No.
2, and incorporated herein by reference.
Exhibit 23 Consents of experts and counsel:
(A) Consent of Coopers & Lybrand, L.L.P. at Exhibit 23(A) to
Amendment No. 1 of this Registration Statement (No.
333-01247) and incorporated herein by reference.
(B) Consent of Miller, Hamilton, Snider & Odom, L.L.C.
(C) Consent of Coopers & Lybrand, L.L.P. at Exhibit 23(C) to
Amendment No. 1 of this Registration Statement (No.
333-01247) and incorporated herein by reference.
(D) Consent of The Carson Medlin Company at Exhibit 23(D) to
Amendment No. 1 of this Registration Statement (No.
333-01247) and incorporated herein by reference.
(E) Consent of Bricker & Melton, P.A. at Exhibit 23(E) to
Amendment No. 1 of this Registration Statement (No.
333-01247) and incorporated herein by reference.
(F) Consent and report of Price Waterhouse L.L.P. at Exhibit
23(F) to Amendment No. 1 of this Registration Statement (No.
333-01247) and incorporated herein by reference.
(G) Consent of Arthur Andersen L.L.P. at Exhibit 23(G) to
Amendment No. 1 of this Registration Statement (No.
333-01247) and incorporated herein by reference.
(H) Consent of KPMG Peat Marwick LLP at Exhibit 23(H) to
Amendment No. 1 of this Registration Statement (No.
333-01247) and incorporated herein by reference.
Exhibit 24 Power of Attorney, contained at Exhibit 24 of the
Registration Statement on Form S-4, Registration No.
333-01247, of which this is Amendment No. 2, and incorporated
herein by reference.
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Exhibit 99 Additional exhibits:
(A) Form of Proxy of Southern Banking Corporation contained at
Exhibit 99(A) of the Registration Statement on Form S-4,
Registration No. 333-01247, of which this is Amendment No.
2, and incorporated herein by reference.
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EXHIBIT 23(B)
CONSENT OF MILLER, HAMILTON, SNIDER & ODOM, L.L.C.
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CONSENT OF COUNSEL
THE COLONIAL BANCGROUP, INC.
WE HEREBY CONSENT TO USE IN THIS FORM S-4 REGISTRATION
STATEMENT OF THE COLONIAL BANCGROUP, INC., OF OUR NAME IN THE PROSPECTUS, WHICH
IS A PART OF SUCH REGISTRATION STATEMENT, UNDER THE HEADINGS "APPROVAL OF THE
MERGER - CERTAIN FEDERAL INCOME TAX CONSEQUENCES" AND "LEGAL MATTERS," TO THE
SUMMARIZATION OF OUR OPINIONS REFERENCED THEREIN, AND TO THE INCLUSION OF OUR
OPINIONS AT EXHIBIT 5 AND 8 TO THIS REGISTRATION STATEMENT, AMENDMENT NO. 1 (NO.
333-01247).
/S/ MILLER, HAMILTON, SNIDER & ODOM, L.L.C.
May 30, 1996
