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Registration No. 333-01163
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)
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:
MICHAEL D. WATERS, ESQUIRE WILLIAM C. CARN, III
MILLER, HAMILTON, SNIDER & ODOM, L.L.C. LEE & MCINISH
ONE COMMERCE STREET, SUITE 802 POST OFFICE BOX 1665
P.O. BOX 19 DOTHAN, ALABAMA 36302
MONTGOMERY, ALABAMA 36101-0019
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
Robert E. Lowder and Chief Executive
Officer
/s/ W. Flake Oakley, IV Chief Financial **
- --------------------------- Officer, Secretary
W. Flake Oakley, IV and Treasurer (Principal
Financial Officer and
Principal Accounting
Officer)
* Director **
- ---------------------------
Young J. Boozer
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* Director **
- ---------------------------
William Britton
* Director **
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Jerry J. Chesser
* Director
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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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* 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
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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
- ---------------------------
W. Flake Oakley, IV
Attorney-in-Fact
** Dated: May 30, 1996
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EXHIBIT INDEX
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EXHIBIT PAGE
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Exhibit 2 Plan of acquisition, reorganization, arrangement, liquidation
of successor:
Agreement and Plan of Merger by and among The Colonial
BancGroup, Inc., Colonial Bank, and Dothan Federal Savings
Bank, dated as of January 22, 1996, included in the Prospectus
portion of this registration statement at Appendix A and
incorporated herein by reference.
Exhibit 3 Articles of Incorporation and Bylaws:
(A) 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) Bylaws of the Registrant, as amended, filed as Exhibit 4.2 to
the Registrant's Current Report on Form 8-K, dated February
21, 1995, and incorporated herein by reference.
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 Class A 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.
(D) Trust Indenture dated as of March 25, 1986, included as
Exhibit 4 to the Registrant's Amendment No. 1 to Registration
Statement on Form S-2, file number 33-4004, effective March
25, 1986, and incorporated herein by reference.
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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, included as Exhibit 5 to the Registration Statement
(Registration No. 333-01163) to which this filing 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 of Amendment No. 1 of this Registration
Statement (No. 333-01163) 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, included as Exhibit 10(B)(2)
to the Registration Statement (Registration No. 333-01163) to which
this filing is Amendment No. 1, 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, 1996, included as Exhibit 10(E) to the
Registration Statement (Registration No. 333-01163) to which
this filing is Amendment no. 1, and incorporated herein by
reference.
(F) Amended and Restated Agreement and Plan of Merger
between The Colonial BancGroup, Inc. and Southern Banking
Corporation dated as of February 15, 1996, included as Exhibit
10(F) to the Registration Statement (Registration No. 333-01163)
to which this filing is Amendment No. 1, 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, included as Exhibit 21 to the
Registration Statement (Registration No. 333-01163) to which this filing
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)
contained in Amendment No. 1 to this Registration Statement
(No. 333-01163) and incorporated herein by reference.
(B) Consent of Miller, Hamilton, Snider & Odom, L.L.C.
(C) Consent of Arthur Andersen, L.L.P. at Exhibit 23(C)
contained in Amendment No. 1 to this Registration Statement
(No. 333-01163) and incorporated herein by reference.
(D) Consent of Bricker & Melton, P.A. at Exhibit 23(D)
contained in Amendment No. 1 to this Registration Statement
(No. 333-01163) and incorporated herein by reference.
(E) Consent of Coopers & Lybrand, L.L.P. at Exhibit 23(E)
contained in Amendment No. 1 to this Registration Statement
(No. 333-01163) and incorporated herein by reference.
(F) Consent and report of Price Waterhouse LLP at Exhibit 23(F)
contained in Amendment No. 1 to this Registration Statement
(No. 333-01163) and incorporated herein by reference.
(G) Consent of KPMG Peat Marwick LLP at Exhibit 23(G)
contained in Amendment No. 1 to this Registration Statement
(No. 333-01163) and incorporated herein by reference.
Exhibit 24 Power of Attorney, included as Exhibit 24 to the Registration Statement
(Registration No. 333-01163) to which this filing is Amendment No. 2, and
incorporated herein by reference.
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Exhibit 99 Additional exhibits:
(A) Form of Proxy of Dothan Federal Savings Bank, included as Exhibit 99(A) to the Registration Statement (Registration
No. 333-01163) to which this filing is Amendment No. 2, and incorporated herein by reference.
(B) Election Form (For Merger Consideration), included as Exhibit 99(B) to the Registration Statement (Registration No.
333-01163) to which this filing is Amendment No. 2, and incorporated herein by reference.
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EXHIBIT 23(B)
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 as Exhibits 5 and 8 to the Registration Statement, Amendment No. 1 (No.
333-01163).
/s/ MILLER, HAMILTON, SNIDER & ODOM, L.L.C.
May 30, 1996
