SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ______)
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Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to section 240.14a-11(c) or
240.14a-12
The Colonial BancGroup, Inc.
________________________________________________
(Name of Registrant as Specified in Its Charter)
___________________________________________
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(j)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
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transaction applies:
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2) Aggregate number of securities to which transaction
applies:
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transaction computed pursuant to Exchange Act Rule
0-11
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[ ] Check box if any part of the fee is offset as provided by
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which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
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TO OUR STOCKHOLDERS:
The annual meeting of the stockholders of The Colonial
BancGroup, Inc., will be held at 10:00 a.m., Wednesday, April 17,
1996, at the Colonial Financial Center, One Commerce Street,
Montgomery, Alabama.
Enclosed is a Notice of the meeting, a Proxy Statement, a
proxy card and the Annual Report to Shareholders for 1995. We hope
that you will study the enclosed material carefully and attend the
meeting in person.
Whether you plan to attend the meeting or not, please sign and
date the enclosed proxy card and return it in the accompanying
envelope as promptly as possible. The proxy may be revoked by your
vote in person at the meeting, by your execution and submission of
a later dated proxy, or by your giving written notice of revocation
to the Secretary of The Colonial BancGroup, Inc., at any time prior
to the voting thereof. Thank you for your support.
Sincerely,
/s/ Robert E. Lowder
______________________________
ROBERT E. LOWDER
Chairman of the Board,
Chief Executive Officer
and President
March 18, 1996
Notice Of The
ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 17, 1996
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders
of The Colonial BancGroup, Inc. ("BancGroup"), a Delaware
corporation, will be held at the Colonial Financial Center, One
Commerce Street, Montgomery, Alabama, on Wednesday, April 17, 1996,
at 10:00 a.m., central time, for the following purposes:
1. To elect the six nominees named in the Proxy Statement as
directors to serve for a term of three years, and
2. To transact such other business as may properly come
before the meeting or any adjournments thereof but which
is not now anticipated.
Details respecting these matters are set forth in the
accompanying Proxy Statement. Only stockholders of record at the
close of business on March 1, 1996, will be entitled to notice of
and a vote at the meeting. A complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order and
showing the address of each stockholder and the number of shares
registered in the name of each stockholder, shall be open to
examination by any stockholder at BancGroup's principal office at
One Commerce Street, Montgomery, Alabama, during ordinary business
hours for any purpose germane to the meeting. Such list will be
open for a period of at least 10 days prior to the meeting.
All stockholders of BancGroup are cordially invited to attend
the meeting in person. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING IN PERSON, PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND
RETURN IT IN THE ACCOMPANYING ENVELOPE AS PROMPTLY AS POSSIBLE. THE
PROXY MAY BE REVOKED BY YOUR VOTE IN PERSON AT THE MEETING, BY YOUR
EXECUTION AND SUBMISSION OF A LATER DATED PROXY, OR BY YOUR GIVING
WRITTEN NOTICE OF REVOCATION TO THE SECRETARY OF THE COLONIAL
BANCGROUP, INC. AT ANY TIME PRIOR TO THE VOTING THEREOF.
By Order of the Board of Directors
/s/ W. Flake Oakley, IV
______________________________________
W. FLAKE OAKLEY, IV
Chief Financial Officer,
Treasurer and Secretary
March 18, 1996
THE COLONIAL BANCGROUP, INC.
One Commerce Street
Post Office Box 1108
Montgomery, Alabama 36101
Telephone: 334-240-5000
PROXY STATEMENT
FOR 1996 ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement and the accompanying proxy are furnished
on or about March 18, 1996 by The Colonial BancGroup, Inc.
("BancGroup") to the holders of record of Common Stock of BancGroup
in connection with BancGroup's annual meeting of stockholders, and
any adjournments thereof, to be held on Wednesday, April 17, 1996,
at 10:00 a.m. at the Colonial Financial Center, One Commerce
Street, Montgomery, Alabama. The matters to be considered and acted
upon, including the election of directors, are described herein.
The board of directors of BancGroup recommends the election of
the six director-nominees named in this Proxy Statement.
The enclosed proxy is solicited on behalf of the board of
directors of BancGroup and is revocable at any time prior to the
voting of such proxy by giving written notice of revocation to the
Secretary of BancGroup, or by executing and submitting a later
dated proxy, or by voting in person at the meeting. All properly
executed proxies delivered pursuant to this solicitation will be
voted at the meeting and in accordance with instructions, if any.
If no instructions are given, the proxies will be voted FOR the
director-nominees named herein and in accordance with the
instructions of management as to any other matters that may come
before the meeting.
The cost of soliciting proxies will be borne by BancGroup. In
addition to the use of the mails, proxies may be solicited by
personal interview, telephone or telegraph, and banks, brokers,
nominees or fiduciaries will be required to forward the soliciting
material to the principals and to obtain authorization of the
execution of proxies. BancGroup may, upon request, reimburse banks,
brokers and other institutions, nominees and fiduciaries for their
expenses in forwarding proxy material to the principals.
Stockholders Eligible to Vote
This Proxy Statement is furnished to the holders of Common
Stock who were holders of record as of the close of business on
March 1, 1996. Only those holders are eligible to vote at the
meeting.
Votes will be tabulated and counted by one or more inspectors
of election appointed by the Chairman of the Board. Proxies marked
as abstentions and shares held in street name which have been
designated by brokers on proxy cards as not voted will not be
counted as votes cast. Such proxies will be counted for purposes of
determining a quorum at the Annual Meeting. A quorum consists of a
majority of the shares of Common Stock outstanding.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
As of January 31, 1996, BancGroup had issued and outstanding
13,491,691 shares of Common Stock with approximately 5,388
stockholders of record. Each such share is entitled to one vote. In
addition, as of that date, 214,957 shares of Common Stock were
subject to issue upon the exercise of options pursuant to
BancGroup's stock option plans and up to 336,295 shares of Common
Stock were issuable upon conversion of BancGroup's 1986 Debentures.
There are currently 44,000,000 shares of Common Stock authorized.
Principal Stockholders
The following table shows those persons who are known to
BancGroup to be beneficial owners as of January 31, 1996, of more
than five percent of BancGroup's outstanding Common Stock. Only
stockholders of record as of March 1, 1996, are entitled to vote at
the meeting. BancGroup is not aware of any material changes in the
ownership of BancGroup Common Stock since January 31, 1996.
<TABLE>
Shares of BancGroup Beneficially Owned
---------------------------------------
<CAPTION>
Name Percentage
and Common of Class
Address Stock Outstanding (1)
- ------- ------------- ---------------
<S> <C> <C>
Robert E. Lowder (2) 1,437,345 (3) 10.49%
Post Office Box 1108
Montgomery, AL 36101
James K. Lowder (2) 1,099,649 8.02%
Post Office Box 250
Montgomery, AL 36142
Thomas H. Lowder (2) 1,073,053 7.83%
Post Office Box 11687
Birmingham, AL 35202
<FN>
(1) Percentages are calculated assuming the issuance of
214,957 shares of Common Stock pursuant to BancGroup's stock option
plans.
(2) Robert E. Lowder is the brother of James K., and Thomas H.
Lowder. Robert E. Lowder disclaims any beneficial ownership
interest in the shares owned by his brothers. Robert E., James K.,
and Thomas H. Lowder are sometimes referred to herein as the
"Lowder brothers."
(3) Includes 90,510 shares of Common Stock subject to options
under BancGroup's stock option plans.
</FN>
</TABLE>
Security Ownership of Management
The following table indicates for each director,
director-nominee, certain executive officers, and all executive
officers and directors of BancGroup as a group the number of shares
of outstanding Common Stock of BancGroup beneficially owned on
January 31, 1996.
<TABLE>
Shares of BancGroup Beneficially Owned
--------------------------------------
<CAPTION>
Name Percentage
and Common of Class
Address Stock Outstanding (1)
- --------
DIRECTORS
<S> <C> <C>
Young J. Boozer 7,082 (2) *
William Britton 6,808 *
Jerry J. Chesser 73,231 *
Augustus K. Clements, III 8,976 *
Robert S. Craft 5,997 *
Patrick F. Dye 26,063 (3) *
Clinton O. Holdbrooks 145,932 (4) 1.06%
D. B. Jones 9,797 *
Harold D. King 77,729 (4) *
Robert E. Lowder 1,437,345 (5) 10.49%
John Ed Mathison 14,227 *
Milton E. McGregor 0 *
John C.H. Miller, Jr. 10,243 *
Joe D. Mussafer 10,000 *
William E. Powell, III 6,959 *
Jack H. Rainer 1,345 *
Frances E. Roper 181,970 1.33%
Ed V. Welch 29,582 *
CERTAIN EXECUTIVE OFFICERS WHO ARE NOT ALSO DIRECTORS
Young J. Boozer, III 22,914 (6) *
Michael R. Holley 6,808 (6) *
W. Flake Oakley, IV 11,337 (6) *
Alan Romanchuck 23,241 (6) *
All Executive Officers
& Directors as a Group 2,126,719 (7) 15.51%
<FN>
*Represents less than one percent.
(1) Percentages are calculated assuming the issuance of
214,957 shares of Common Stock pursuant to BancGroup's stock option
plans.
(2) Includes 500 shares of Common Stock out of 1,000 shares
owned by Young J. Boozer, and Young J. Boozer, III EX U/W Phyllis
C. Boozer.
(3) Includes 24,600 shares of Common Stock subject to options
exercisable under BancGroup's option plans.
(4) Includes 12,262 shares and 12,262 shares of Common Stock
subject to options exercisable by Mr. Holdbrooks and Mr. King,
respectively, under BancGroup's stock option plans.
(5) These shares include 90,510 shares of Common Stock subject
to options under BancGroup's stock option plans.
(6) Young J. Boozer, III, Michael R. Holley, W. Flake Oakley,
IV, and Alan Romanchuck hold options respecting 12,500, 5,000,
3,000, and 10,000 shares of Common Stock, respectively, pursuant
to BancGroup's stock option plans.
(7) Includes shares subject to options.
</FN>
</TABLE>
ELECTION OF DIRECTORS
BancGroup recommends that the stockholders elect the six
persons named below to hold office for the term of three years or
until their successors are elected and qualified. BancGroup's
Restated Certificate of Incorporation provides that the number of
directors which shall constitute the entire board shall be fixed
from time to time by resolutions adopted by the board, but shall
not be less than three persons. The board has fixed the number at
18.
BancGroup's certificate of incorporation provides for the
election of directors to terms of three years, with approximately
one-third of the total directors elected each year. Proxies cannot
be voted for a number of directors greater than six.
If, prior to the voting at the annual meeting, any person to
be elected a director is unable to serve or for good cause cannot
serve, the shares represented by all valid proxies may be voted for
the election of such substitute as the members of the board of
directors may recommend. BancGroup management knows of no reason
why any person would be unable to serve as a director.
Assuming a quorum is present at the meeting, a plurality of
the votes cast will be sufficient to elect the directors. On the
proxy cards, voting for directors is Proposal 1.
The following table provides certain biographical information
about the directors to be elected and the directors whose terms
will not expire until 1997 and 1998. Executive officers serve at
the discretion of the board of directors.
<TABLE>
<CAPTION>
Name, Age and Year Position and Offices Present and
Became Director or Held with BancGroup Principal Occupation
Executive Officer and Subsidiaries for Last Five Years
- ------------------ -------------------- --------------------
DIRECTORS TO BE ELECTED FOR TERMS EXPIRING IN 1999:
<S> <C> <C>
Young J. Boozer Director, BancGroup; Director, ALFA Corporation,
83, 1981 (1) Director, Birmingham Montgomery; Senior Vice
Bank President, ALFA Life
Insurance Corporation, 1973
to 1988, Tuscaloosa
William Britton Director, BancGroup Chairman of the Board,
71, 1985 Director, Northwest Muscle Shoals; Mack Sales,
Bank Inc. (truck service and
retail sales business),
Muscle Shoals
Patrick F. Dye Director, BancGroup Special Adviser, Auburn
56, 1981 University, since December,
1992; Head Football Coach
and Athletic Director,
Auburn University,
1981-1992, Auburn
D. B. Jones Director, BancGroup President of E. A. Investment
75, 1987 Corp; President, First Leasing,
Inc. (formerly First Southern
Commercial, Inc.) (leasing
business) since 1987, Opelika
Milton E. McGregor Director, BancGroup President and CEO, Greyhound
56, 1993 Park, Inc.; President and CEO,
Jefferson County Racing
Association since 1992,
Montgomery
Jack H. Rainer* Vice Chairman, President and Chief Executive
73, 1981 BancGroup Officer, Bankers Credit Life
Insurance Company,
Montgomery
REMAINING DIRECTORS WHOSE TERMS EXPIRE IN 1997:
Jerry J. Chesser Director, BancGroup; President, Shelby Contracting
59, 1984 Chairman of the Board, Co., Inc. (general contractor),
Huntsville Bank Huntsville
John Ed Mathison Director, BancGroup; Senior Minister, Frazer
58, 1987 Director, Montgomery Memorial United Methodist
Bank Church, Montgomery
Joe D. Mussafer Director, BancGroup; President, Montgomery Beverage
56, 1981 Director, Montgomery Company, Inc. (wholesale
Bank beverage distributorship),
Montgomery
William E. Powell, III Director, BancGroup; Executive Vice President,
51, 1987 Director, Montgomery Alabama Cattlemen's
Bank Association (trade
association), Montgomery
Frances E. Roper Director, BancGroup; Owner, Roper's Flowers
76, 1984 Director, Colonial (retail florist),
Bank; Director, Huntsville
Huntsville Bank
Ed V. Welch Director, BancGroup; Chairman of the Board,
63, 1981 Director, Montgomery Welch, Hornsby & Welch, Inc,
Bank (Investment Advisory Firm)
and Trinity Investments Inc.,
(Investments Holding Company),
since May 1994; Chairman of
the Board and Chief Executive
Officer, AgriPro BioSciences,
Inc. October 1987-May 1994,
President, BancGroup, 1981
to 1987, Montgomery
REMAINING DIRECTORS WHOSE TERMS EXPIRE IN 1998:
Augustus K. Clements, Director, Colonial General Agent, The New England/
III Bank; Director, The Clements Agency (insurance),
53, 1995 Montgomery Bank (insurance), Montgomery
Robert S. Craft Director, BancGroup; President, Craft Farms
44, 1992 Chairman of the Board, (residential real estate and
Gulf Coast Bank golf course developer),
Gulf Shores
Clinton O. Holdbrooks Director, BancGroup; Chairman of the Board,
57, 1986 Chairman of the Board, Colonial Bank--East Central
East Central Bank since January 1988; President,
East Central Bank Transon, Inc., Knoxville,
Tennessee, September 1989 to
1992, Pell City
Harold D. King* Vice Chairman, Vice Chairman, BancGroup,
63, 1986 BancGroup; Director since October 1987, Pell
Colonial Bank; City
Director, East
Central Bank
Robert E. Lowder* Chairman of the Board, Chairman of the Board,
53, 1981 Chief Executive Officer Chief Executive Officer and
and President, The President, The Colonial
Colonial BancGroup, BancGroup, Inc.; Chairman
Chairman of the Board, of the Board, Chief Executive
Chief Executive Officer Officer and President,
and President, Colonial Colonial Bank in Alabama;
Bank in Alabama; Chairman of the Board,
Chairman of the Board, Colonial Bank in Georgia;
Colonial Bank in Chairman of the Board,
Georgia; Chairman of Colonial Mortgage Co.;
the Board, Colonial Chairman and President,
Mortgage Co., Colonial Broadcasting,
Montgomery Montgomery
John C.H. Miller, Jr. Director, BancGroup; Partner, Miller, Hamilton,
52, 1981 Director, Colonial Snider & Odom (law firm),
Bank; Director, Mobile
Gulf Coast Bank
<FN>
*Indicates that the director is also an executive officer.
(1) Young J. Boozer is the father of Young J. Boozer, III, an
executive officer of BancGroup.
</FN>
</TABLE>
Of the directors listed above, one serves as a director of
another company whose securities are publicly traded or are
registered under the Securities Exchange Act of 1934. Young J.
Boozer is a director of ALFA Corporation, Montgomery, Alabama.
There is an Audit Committee of the Board of Directors
presently consisting of D. B. Jones, Chairman, William Britton,
Jerry J. Chesser, Clinton O. Holdbrooks, and Frances E. Roper.
According to BancGroup's Restated Certificate of Incorporation,
there shall be an audit committee composed of not less than three
directors appointed by the board annually or more often, none of
whom shall be active officers of BancGroup, whose duty it shall be
to make an examination at least once each year into the affairs of
BancGroup and to report the results of their examination in writing
to the board at the next regular meeting. The audit committee may
make recommendations to the board of directors or the policy and
procedures committee and, with the approval of the board of
directors, may employ an independent qualified firm of certified
public accountants. The audit committee met five times in 1995.
BancGroup has a personnel and compensation committee presently
consisting of John C.H. Miller, Jr., Chairman, Frances E. Roper,
Joe D. Mussafer, Milton E. McGregor, Jack H. Rainer, and John Ed
Mathison. The principal functions of this committee are to make
recommendations from time to time to the board of directors
regarding compensation and personnel matters, compensation plans in
which officers and directors are eligible to participate, the
establishment of or changes in benefit plans in which officers and
employees participate, and personnel policies. A Subcommittee of
this committee consisting of Joe D. Mussafer and Frances E. Roper
serves these functions regarding executive officers of BancGroup.
These committees met two times in 1995. (See "Executive
Compensation Committee Report").
BancGroup has no nominating committee.
During 1995, the board of directors met four times. All
directors attended 75% or more of these meetings, plus meetings of
committees of the board on which they served.
SECTION 16 REPORTING
Section 16 (a) of the Securities Exchange Act of 1934 requires
BancGroup's directors, certain officers and persons who own more
than ten percent of a registered class of BancGroup's equity
securities to file reports of ownership and changes in ownership
with the Securities and Exchange Commission (the "SEC"). Such
officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish BancGroup with copies of all
Section 16 (a) forms they file, including Form 5s which are filed
with the SEC annually.
Based solely on its review of the copies of such forms
received by it, or written representations from certain reporting
persons that no Form 5s were required for those persons, BancGroup
believes that during 1995 all filings applicable to its officers,
directors and greater than ten-percent beneficial owners were made
timely except for the following:
Augustus K. Clements, a director of BancGroup, purchased 160
shares of BancGroup Common Stock on April 27, 1995 and 400 shares
on September 12, 1995. Reports on those transactions were due to be
filed with the SEC by May 10 and October 10, 1995, respectively.
Mr. Clements reported such transactions on February 2, 1996.
300 shares were purchased for Bryan Cotney (Mr. Robert E.
Lowder's stepson) on December 29, 1995. A report on that
transaction was due to be filed with the SEC by January 10, 1996.
A report was filed on February 2, 1996.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The Personnel and Compensation Committee of BancGroup consists
of John C.H. Miller, Jr., Chairman, Frances E. Roper, Milton E.
McGregor, Joe D. Mussafer, John Ed Mathison, and Jack H. Rainer. Of
these members, John C.H. Miller, Jr., is a partner in the law firm
of Miller, Hamilton, Snider & Odom. Such firm performed legal
services for BancGroup and its subsidiary bank in 1995 and received
approximately $1,305,633 in fees. See "Other Transactions" below.
In addition, as described below at "EXECUTIVE
COMPENSATION-Compensation Plans," John C.H. Miller, Jr. and John Ed
Mathison received employee-related compensation from BancGroup in
1995, of $58,070 and $5,206, respectively.
Robert E. Lowder, President, CEO and Chairman of BancGroup,
served as a director of The Colonial Company until February 17,
1995. The Colonial Company was wholly owned by Robert E., James K.
and Thomas H. Lowder, who were directors and executive officers of
The Colonial Company until February 17, 1995, and who were
directors of BancGroup during part of 1995. For a discussion of
certain transactions between such persons and BancGroup, see
"Certain Transactions with The Colonial Company and the Lowder
Brothers," which follows immediately below.
Certain Transactions with The Colonial Company and the Lowder
Brothers
The Colonial Company was a principal stockholder of BancGroup
until February 17, 1995 and until that date was wholly owned by
Robert E. Lowder, James K. Lowder, and Thomas H. Lowder, who were
directors and principal shareholders of BancGroup and directors and
executive officers of The Colonial Company. The Colonial Company
operated as a holding company for a number of subsidiaries which
were engaged, among other things, in the real estate, mortgage
loan, commercial property development, broadcasting and insurance
business.
On February 17, 1995, BancGroup's subsidiary bank, Colonial
Bank, acquired The Colonial Company and its wholly owned
subsidiary, Colonial Mortgage Company ("CMC"). Prior to this
acquisition, The Colonial Company spun off its other businesses
which it had previously operated to Robert E., James K. and Thomas
H. Lowder. In this acquisition, BancGroup issued 2,272,727 shares
of its Class A Common Stock to Robert E., James K. and Thomas H.
Lowder, who were the sole shareholders of The Colonial Company and
directors of BancGroup. Both BancGroup and the Lowder brothers have
provided certain indemnities to each other for breaches of the
acquisition agreement by the other party. The transaction was
approved by a vote of the stockholders of BancGroup on December 8,
1994. The purchase price in this transaction was negotiated for
BancGroup by a committee of three independent directors of
BancGroup consisting of Clinton O. Holdbrooks, Robert S. Craft, and
William E. Powell, III, and was based upon an opinion of a
nationally recognized investment banking firm that the price paid
by BancGroup was fair from a financial point of view to the
stockholders of BancGroup other than Robert E., James K., and
Thomas H. Lowder.
The coverage respecting vendor single interest, credit life,
and accident and health insurance provided to customers of Colonial
Bank was written for part of 1995 by American Colonial Life
Insurance Company and American Colonial Insurance Company, both of
which were owned by the Lowder brothers until February 17, 1995,
and thereafter by James K. and Thomas H. Lowder. Premiums on such
insurance were paid to such companies in the approximate aggregate
amount of $970,000 for 1995. Commissions of approximately 50% of
premiums paid upon accident and health and credit life insurance
were paid to Colonial Bank by American Colonial Life Insurance
Company and American Colonial Insurance Company.
BancGroup and its subsidiaries lease office space in the
Colonial Financial Center in Montgomery, Alabama, from GC
Associates I, Joint Venture, a partnership owned 50% by affiliates
of the Lowder brothers. The lease agreements, which began in 1987
and which have twenty-year terms, provide that BancGroup and its
subsidiaries will pay $1,275,566, per annum subject to certain
adjustments, as lease payments to the GC Associates I. CMC also
leases space from GC Associates I, which provides that CMC will pay
$51,622 per annum subject to certain adjustments for a five year
term, commencing in 1992.
Colonial Bank currently leases the real estate on which one of
its Montgomery, Alabama branches is located from the Lowder
brothers for an annual rental of $6,000. This lease commenced in
1974, renewed in 1994 and has a five-year term. Colonial Bank also
leases space for one of its automated teller machine (ATM)
facilities from Village Mall for an annual rental of $12,000, a
mall owned by Colonial Realty Limited Partnership, a company in
which the Lowder brothers own 31.05% of the partnership units. This
lease commenced in 1989, renewed in 1994 and has a three-year term.
BancGroup subsidiaries also lease space from Colonial
Properties Trust, in which the Lowder brothers own 4.27% of the
outstanding shares, for operational areas and a branch office in
Montgomery, Alabama. These leases commenced in 1989, 1992 and 1995
and expire in 1999 and 1997. BancGroup's subsidiaries will pay
$347,000, per annum, subject to certain adjustments, as lease
payments to Colonial Properties Trust.
REL Services Inc., ("REL Services"), a corporation wholly
owned by Robert E. Lowder, provides airplane services to BancGroup
and its subsidiaries. The term of the agreement, as amended in
April 1995, is one year with automatic renewal for additional
one-year terms. The amended agreement provides that BancGroup and
its subsidiaries shall pay REL Services $1,450,000 per year in
monthly installments for the use of an aircraft owned by REL
Services for unlimited hours of flight and ground time per year.
The original agreement, which began in July of 1994, provided for
a maximum of 550 hours of flight time per year for BancGroup and
its banking subsidiaries and 90 hours per year for CMC at rates of
$750,000 and $150,000 per year, respectively. Additional charges
could be made if the aircraft was used in excess of the specified
annual amount. For the year ended December 31, 1995 BancGroup and
its subsidiaries paid a total of $1,458,674 for these services,
which includes payments made prior to the amendment of the
agreement.
In 1995, Colonial Bank paid $68,682 to Colonial Broadcasting
Company ("Broadcasting") for advertising by Colonial Bank on radio
stations owned by Broadcasting. Colonial Bank regularly advertises
on Broadcasting, which is wholly owned by Robert E. Lowder.
Broadcasting and The Colonial Company paid a portion of the
compensation paid to Michael R. Holley, an executive officer of
BancGroup, for 1994 and 1995. See "EXECUTIVE COMPENSATION--Summary
Compensation Table," footnote (4).
With respect to the above referenced transactions, management
of BancGroup believes that such arrangements are at least as
favorable to BancGroup as those which might be negotiated with
unaffiliated parties for similar transactions.
Other Transactions
BancGroup has retained in the past and proposes to retain in
the future on behalf of BancGroup or its subsidiaries the law firm
of Miller, Hamilton, Snider & Odom, L.L.C., Mobile, Alabama, of
which a director of BancGroup, John C.H. Miller, Jr., is a partner.
Legal fees and expenses paid or accrued to this firm by BancGroup
and its subsidiaries were approximately $1,305,633 for 1995.
Bankers Credit Life Insurance Company of which Jack H. Rainer,
a director of BancGroup, is chairman and principal stockholder
received approximately $742,000 in premiums for credit life and
accident and health insurance provided to customers of Colonial
Bank for the year ended December 31, 1995. Commissions of
approximately 50% of premiums are paid to Colonial Bank by Bankers
Credit Life.
With respect to the above referenced transactions, management
of BancGroup believes that such arrangements are at least as
favorable to BancGroup as those which might be negotiated with
unaffiliated parties for similar transactions.
Loans
Certain directors, officers and principal stockholders of
BancGroup and their affiliated interests were customers of and had
transactions with Colonial Bank in the ordinary course of business
during the past year; additional transactions may be expected to
take place in the ordinary course of business. Included in such
transactions were outstanding loans and commitments from Colonial
Bank, all of which were made in the ordinary course of business on
substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable
transactions with other persons and did not involve more than the
normal risk of collectability or present other unfavorable
features.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table presents for the last three fiscal years
of BancGroup the compensation paid to the Chief Executive Officer
of BancGroup and the four most highly compensated executive
officers of BancGroup, in addition to the CEO, whose total annual
salary and bonus for 1995 exceeded $100,000.
<TABLE>
<CAPTION>
Long Term
Annual Compensation All Other
Compensation Awards Compensation
------------------------------- -------------------------- ------------
Restricted Securities
Name and Stock Underlying
Principal Position Year Salary ($) Bonus ($) Awards ($) Options (#)
- ------------------ ------------------------------- -------------------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert E. Lowder 1995 $675,347 $240,000 $38,700 (1) -- $5,656 (2)
Chairman, CEO 1994 560,000 140,000 24,075 -- 5,311
and President 1993 445,000 -- 21,075 -- 5,534
Alan T. Romanchuck (3) 1995 164,230 20,200 80,625 (5) -- 4,620 (2)
Executive Vice President 1994 149,615 22,000 -- -- 4,235
and Chief Credit Officer 1993 139,115 19,800 -- -- 3,478
W. Flake Oakley, IV 1995 144,423 17,900 80,625 (5) -- 4,140 (2)
Chief Financial Officer 1994 129,423 21,200 -- -- 3,686
Treasurer and Secretary 1993 114,423 18,050 -- 3,000 2,861
Young J. Boozer, III 1995 119,423 7,392 -- -- 3,150 (2)
Executive Vice President 1994 114,422 6,600 -- -- 3,053
1993 109,615 7,700 -- -- 2,740
Michael R. Holley (4) 1995 184,682 13,694 32,250 (5) 5,000 4,620 (2)
Executive Vice President 1994 183,208 25,000 -- -- 4,245
<FN>
(1) Represents the market value as of December 31, 1995, of 1,200
shares of Common Stock awarded in lieu of cash director fees
pursuant to BancGroup's Restricted Stock Plan for Directors.
These shares vest at the conclusion of the director term
during which they were awarded. Dividends were paid on 205 of
these shares prior to vesting. At December 31, 1995, the
market value of these shares was $32.25 per share.
(2) The amounts shown in this column for Mr. Lowder consist of:
$4,620 for annual company payments to the defined contribution
plan and $1,036 for company paid insurance premiums. The
amounts shown for all other persons reflect only annual
company payments to the defined contribution plan.
(3) Mr. Romanchuck resigned as an executive officer of BancGroup
on September 15, 1995 to become president of BancGroup's
subsidiary bank in Georgia.
(4) In 1995, Broadcasting paid 10% of Mr. Holley's total
compensation. For 1994, The Colonial Company paid 40%, and
Broadcasting paid 10% of Mr. Holley's total compensation.
(5) Represents the market value as of December 31, 1995 of shares
awarded under BancGroup's Stock Bonus Plan. Mr. Romanchuck,
Mr. Oakley, and Mr. Holley were granted 2,500, 2,500, and
1,000 shares, respectively, on December 20, 1995. These shares
will vest 20% per year beginning one year from date of grant.
The holder is entitled to receive dividends on these shares
prior to vesting.
</FN>
</TABLE>
FOR A DISCUSSION OF CERTAIN COMPENSATION COMMITTEE INTERLOCKS, SEE
"COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION." See
also "EXECUTIVE COMPENSATION COMMITTEE REPORT."
Options
The following table shows certain information respecting
exercised and unexercised options respecting Common Stock held by
BancGroup executive officers at December 31, 1995, all of which are
presently exercisable. There are no options outstanding which are
not presently exercisable.
<TABLE>
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
<CAPTION>
Number of Securities Value of Unexercised
Underlying In-the-Money
Unexercised Options Options
At December 31, 1995 At December 31, 1995 (2)
-------------------- ------------------------
Shares Acquired Value Exercisable/ Exercisable/
Name On Exercise (#) Realized ($)(1) Unexercisable Unexercisable
- ---- --------------- --------------- -------------------- ------------------------
<S> <C> <C> <C> <C>
Young J. Boozer 0 $ 0 12,500/0 $ 320,428/0
Michael R. Holley 0 0 5,000/0 69,325/0
Robert E. Lowder 6,490 144,532 90,510/0 2,361,406/0
W. Flake Oakley 1,000 14,840 3,000/0 62,280/0
Alan Romanchuck 0 0 10,000/0 258,700/0
<FN>
(1) Value realized is the difference between the fair market value
of the securities underlying the options and the exercise
price on the date of exercise.
(2) Value is calculated by subtracting the exercise price from the
market value of underlying securities at December 31, 1995.
</FN>
</TABLE>
The following table shows certain information respecting
grants of options respecting Common Stock to an executive officer
of BancGroup during 1995.
<TABLE>
Option Grants in Last Fiscal Year
<CAPTION>
Potential realizable value at
assumed annual rates of
stock price appreciation
Individual Grants for option term
- ------------------------------------------------------------------------------------------------------
Percent of
Number of total
Securities options
Underlying granted to
Options employees Exercise or
Granted in fiscal base price Expiration
Name (#) (year) ($/Sh) date 0% ($) 5% ($) 10% ($)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Michael R. Holley 2,500 33.33% $19.88 January, 2005 -- $31,256 $79,209
Michael R. Holley 2,500 33.33% 16.89 January, 2005 $7,425 38,731 86,684
</TABLE>
Defined Benefit Plan
BancGroup has adopted a Retirement Plan ("Plan") for all of
the employees of BancGroup and its subsidiaries' employees. An
employee becomes eligible on January 1 or July 1 following age 21
and completion of 1,000 hours of service during a year of
employment by BancGroup or one of its subsidiaries.
The following table reflects the estimated annual benefits
payable upon retirement under the Plan as a single life annuity
commencing at age 65. These benefits ignore the lower benefit rate
applicable to earnings below the Social Security Covered
Compensation level.
<TABLE>
<CAPTION>
Years of Service
- ---------------------------------------------------------------------------------
Final Annual
Remuneration 5 10 15 20 25
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$100,000 $ 7,600 $ 15,200 $ 22,800 $ 30,400 $ 38,000
$125,000 $ 9,500 $ 19,000 $ 28,500 $ 38,000 $ 47,500
$150,000 $11,400 $ 22,800 $ 34,200 $ 45,600 $ 57,000
Over $150,000 Benefits are identical to benefits paid per $150,000.
</TABLE>
Benefits are based upon the number of years of service
(maximum 25 years), the participant's final earnings, and the
amount of Social Security Covered Compensation. A participant
receives credit for a year of service for every year in which 1,000
hours are completed in the employment of BancGroup or its
subsidiaries.
The benefits shown are limited by the current statutory
limitations which restrict the amount of benefits which can be paid
from a qualified retirement plan. The statutory limit on
compensation which may be recognized in calculating benefits is
$150,000. This limitation is scheduled to increase periodically
with the cost of living increase.
All compensation, except compensation which relates to
director fees, if any, shown for executive officers in the cash
compensation table above is covered by the Plan. Robert E. Lowder
has 30 years of eligibility, Young J. Boozer, III has ten years, W.
Flake Oakley, IV has seven years, Alan Romanchuck has four years,
and Michael R. Holley has ten years of eligibility.
Compensation Plans
Directors Plan. BancGroup's Restricted Stock Plan for
Directors (the "Directors Plan") provides a means whereby all
directors of BancGroup and its subsidiaries may receive shares of
BancGroup Common Stock in lieu of cash director fees for service as
directors.
Upon election as a director, each director may receive, at the
option of the director in lieu of cash fees, that number of whole
shares of Common Stock of BancGroup, rounded to the nearest whole
number, determined by dividing the Regular Fees the director would
have received during the director's current term of office by the
average of the closing prices of the Common Stock as reported by
the New York Stock Exchange for the period of 30 trading days prior
to such election. "Regular Fees" means that amount of fees payable
to a director in cash, and without regard to attendance at
meetings, for a full term of office as a director.
A director may also elect to receive Common Stock at the end
of the term, based upon the amount of Supplemental Fees such
director would have been entitled to receive during such term and
subject to certain restrictions and risks of forfeiture, provided
such director has waived the receipt of Supplemental Fees at the
commencement of such director's term. "Supplemental Fees" means
fees paid to a director for attendance at the committee meetings,
special meetings of the board of directors, or otherwise, and which
are paid only on an ad hoc basis. The number of shares to which the
director is entitled shall be calculated at the end of the
director's term and shall be equal to that number of whole shares
of Common Stock, rounded to the nearest whole number determined by
dividing the Supplemental Fees the director would have received
during the current term by the average of the closing prices of the
Common Stock for the period of 30 trading days prior to the
election as a director to such term.
Each director of BancGroup who participates in the Director's
Plan must enter into a written agreement six months prior to the
commencement of the 30-day period used to determine the price at
which shares are awarded. Directors of BancGroup who serve three
year terms may elect on an annual basis whether to participate in
the Directors Plan for the following year commencing with the
annual meeting of stockholders, in which case the 30-day period
used to determine price expires prior to the annual meeting which
commences the period of annual participation. No director may
receive more than 1,200 shares of Common Stock during any one year,
except for shares which may be received through stock splits, stock
dividends, or certain other events specified in the Plan.
Directors to whom shares of Common Stock have been awarded in
lieu of Regular Fees under the Directors Plan shall have all rights
of shareholders with respect to shares of Common Stock so awarded,
subject to certain provisions regarding forfeiture, which means,
among other things, that directors may receive dividends upon and
vote the shares of Common Stock awarded in lieu of Regular Fees.
Stock Option Plans. BancGroup adopted in 1992 incentive and
nonqualified stock option plans pursuant to which options for
Common Stock may be issued to officers, directors and employees.
BancGroup may issue a total of 1,350,000 shares of Common Stock
under these plans.
BancGroup's former stock option plans expired in 1992, but
have options currently outstanding.
Stock Bonus Plan. BancGroup also adopted in 1992 a Stock Bonus
and Retention Plan pursuant to which 750,000 shares of Common Stock
may be issued.
Director Compensation. The policy of BancGroup is that the
directors of BancGroup receive a fee of $500 per month plus $750
for each board meeting attended. Members of committees receive fees
of $350 for each committee meeting attended. Certain directors of
BancGroup also serve as directors of Colonial Bank or its regional
banks and receive fees that are comparable to those paid by
BancGroup. In addition, directors of BancGroup are allowed to
receive BancGroup Common Stock in lieu of cash compensation as
directors pursuant to the Directors Plan. Director fees paid to
BancGroup directors in cash for 1995 totaled $152,193. A total of
5,925 shares of Common Stock were earned and 7,918 shares were
issued under this plan in 1995 to BancGroup directors for service
as directors of BancGroup and its subsidiaries.
Harold King, John C.H. Miller, Jr., Clinton O. Holdbrooks,
John Ed Mathison and Patrick F. Dye received employee-related
compensation during 1995 of $83,034, $58,070, $1,200, $5,206 and
$3,000, respectively. Director Miller provides advice to BancGroup
management and to the Colonial Bank-Gulf Coast that extends beyond
legal work for which Mr. Miller receives legal fees. Dr. Mathison,
a minister in the United Methodist Church, conducts weekly
devotionals for employees. Director Dye performs public relations
services for BancGroup and Colonial Bank.
EXECUTIVE COMPENSATION COMMITTEE REPORT
The Personnel and Compensation Committee of BancGroup (the
"Committee") consists of John C.H. Miller, Jr., Chairman, Milton E.
McGregor, Joe D. Mussafer, John Ed Mathison, Jack H. Rainer and
Frances E. Roper. However, a subcommittee of the Personnel and
Compensation Committee (the "Subcommittee") consisting of Joe D.
Mussafer and Frances E. Roper, has been established by BancGroup's
board of directors for the purpose of reviewing and approving all
cash compensation to executive officers of BancGroup. The
Subcommittee also makes decisions regarding the award of BancGroup
common stock under BancGroup's stock option and stock bonus plans,
including awards made to executive officers. The full Committee
reviews and determines cash compensation as it relates to employees
and officers of BancGroup and its subsidiaries other than
BancGroup's executive officers.
John C.H. Miller, Jr., and John Ed Mathison receive
employee-related compensation from BancGroup, and the law firm of
which Mr. Miller is a partner receives legal fees from BancGroup.
See "Executive Compensation Committee Interlocks and Insider
Participation."
Compensation Principles
The Subcommittee attempts to establish executive compensation
in accordance with five principles: (1) BancGroup's financial
performance, both in terms of the attainment of short-term and
long-term goals; (2) the competitiveness of executive compensation
with BancGroup's peers, so that BancGroup can attract and keep
competent executives; (3) the encouragement of stock ownership by
executive officers; (4) the individual performance of each
executive officer; and (5) recommendations of the chief executive
officer regarding all executive officers other than himself. No
weight or relative value is assigned to any principle.
Total Cash Compensation
Cash compensation consists of an annual salary which is
established at the beginning of the fiscal year and a year-end
bonus described further below.
Salaries of the executive officers of BancGroup for 1995 were
determined by the Subcommittee in early January, 1995.
In setting compensation for the 1995 fiscal year, the
Subcommittee reviewed the compensation paid by a peer group of 64
bank holding companies which, as of June 30, 1994, had total assets
of between $1 and $3 billion, which is a category designated by the
Federal Reserve Board as Peer Group 3. A total of 115 bank holding
companies were in this category, but compensation information on 42
companies was not available and 9 additional companies were
excluded because of dissimilarity of their organizational structure
to BancGroup's statewide branch bank network. In addition,
Alabama's largest bank holding companies were included in the peer
group because of their direct in-state competition with BancGroup.
BancGroup had total assets of $2.8 billion at year-end 1994.
The salaries paid to executive officers in the peer group
companies were analyzed in terms of (1) return on average assets,
(2) return on average equity, (3) nonperforming assets and (4)
stock performance within ranges comparable to the same performance
criteria for BancGroup. These criteria reflect how well the
executives perform for the benefit of stockholders and provide a
range of performance comparable to the performance of BancGroup.
The Subcommittee treated the performance criteria equally in
attempting to judge the performance of BancGroup and in making the
comparisons with the peer group. The Subcommittee did not recommend
compensation levels based upon a formula, but, rather, after
reviewing the factors outlined above, and after receiving
recommendations of the chief executive officer for each person
reviewed other than the chief executive officer, the Subcommittee
established salaries for 1995 that, in its subjective judgment,
were fair in terms of BancGroup's performance in comparison with
the peer group, the responsibilities performed by the executive
within BancGroup and the level of compensation paid to comparable
executives in the peer group companies.
Compensation for Chief Executive Officer
The criteria used above to evaluate salaries for the executive
officers were also used for Mr. Lowder, the chief executive
officer. Ultimately, however, the Subcommittee determined a level
of annual compensation for Mr. Lowder based upon what it
subjectively deemed appropriate.
The Subcommittee recommended that Mr. Lowder's salary for 1995
be set at $675,000.
Cash Bonuses
BancGroup also has an incentive plan for all of its employes
pursuant to which employees may receive year-end bonuses if the
goals of the plan are met. Under the plan, BancGroup's budgeted
fully diluted earnings per share provides a base for judging
performance with bonuses being paid for earnings per share ("EPS")
above the budget, which is established at the beginning of the
fiscal year. All of the executive officers of BancGroup, except for
Mr. Lowder, as well as the regional bank presidents (as "senior
management") are covered by this incentive plan. (A similar plan is
provided for all of BancGroup's and its subsidiaries' employees.)
Under the incentive plan, a predefined percentage, based upon
BancGroup's actual EPS in excess of the budget, of the aggregate
base salaries of senior management is made available for
distribution to senior management. One-half of this amount (the
"Nondiscretionary Bonus") is distributed in a mathematically driven
manner while the second-half of this amount, as well as any accrued
amounts (the "Discretionary Bonus"), is distributed at the sole
discretion of the chief executive officer. In accordance with
authority granted it under the incentive plan, the Subcommittee
made adjustments to the EPS based upon extraordinary expenses
incurred by BancGroup in 1994 and used the adjusted EPS for
purposes of calculating the Nondiscretionary Bonus.
The Nondiscretionary Bonus is distributed among the individual
members of senior management in a manner which reflects their
relative base salaries. However, in order for those individuals to
receive the entire Nondiscretionary Bonuses available to them,
pre-established individual goals must be met. In 1995, the
following Nondiscretionary Bonuses were paid: $2,900 to Flake
Oakley, $3,694 to Michael R. Holley, $2,392 to Young J. Boozer,
III, and $5,200 to Alan Romanchuck. Also, the following
Discretionary Bonuses were paid: $15,000 to Mr. Oakley, $10,000 to
Mr. Holley, $5,000 to Mr. Boozer and $15,000 to Mr. Romanchuck.
The Subcommittee awarded a bonus of $240,000 to the chief
executive officer at the sole discretion of the Subcommittee. In
awarding such bonus, the Subcommittee considered the same four
performance criteria that the Subcommittee considers in determining
annual compensation, although the amount of such bonus was a
subjective judgment of what was appropriate.
Stock Bonuses
Shares of BancGroup Common Stock were awarded under
BancGroup's Stock Bonus Plan as follows: 2,500 shares to Mr.
Oakley, 1,000 shares to Mr. Holley, and 2,500 shares to Romanchuck.
The awards were made based upon a determination by the Subcommittee
of what the Subcommittee deemed appropriate, including the
recommendation of BancGroup's Chief Executive Officer, Robert E.
Lowder.
This foregoing report is submitted by the Subcommittee.
Subcommittee:
Joe D. Mussafer
Frances E. Roper
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG BANCGROUP, NASDAQ TOTAL MARKET INDEX,
NASDAQ BANK STOCK INDEX, S&P 500 INDEX
AND S&P REGIONAL BANK STOCK INDEX
<CAPTION>
BancGroup S&P 500 S&P Regional NASDAQ Total NASDAQ Bank
Index Bank Stock Index Market Index Stock Index
- ----------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
1990 100 100 100 100 100
1991 212 130 179 161 164
1992 301 140 228 187 239
1993 312 154 241 215 273
1994 340 156 228 210 272
1995 574 215 359 296 405
Total Return Assumes Reinvestment of Dividends
Assumes $100.00 invested on December 31, 1990
</TABLE>
Effective February 24, 1995, the common stock of BancGroup was
listed on the New York Stock Exchange. Hence although similar
graphs in previous proxy statements have used the NASDAQ Total
Market Index and NASDAQ Bank Stock Index, as shown above, the graph
above also shows, and future graphs will only show, comparisons
with the S&P 500 Index and the S&P Regional Bank Stock Index.
Neither the foregoing graph nor the Executive Compensation
Committee Report given above is to be deemed to be incorporated by
reference into any past or subsequent filings by BancGroup under
the Securities Act of 1933 or the Securities Exchange Act of 1934.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANT
BancGroup has selected the firm of Coopers & Lybrand L.L.P. to
act as independent public accountant for the current year. It is
expected that representatives of this firm will be present at the
annual meeting and will have an opportunity to make a statement to
and to answer questions from stockholders.
BYLAW PROVISIONS REGARDING CONDUCT
OF STOCKHOLDERS MEETINGS
BancGroup's bylaws contain two provisions relating to the
conduct of stockholder meetings.
The first provision requires that certain procedures be
followed by a stockholder of record who wishes to present business
at the annual meeting of stockholders. In order to nominate persons
for the board of directors or present other business at a meeting,
a stockholder must provide written notice thereof to the secretary
of BancGroup not less than 60 days nor more than 90 days prior to
the first anniversary of the preceding year's annual meeting,
provided that if the date of the annual meeting is advanced by more
than 30 days or delayed by more than 60 days from such anniversary
date, notice by the stockholder to be timely must be delivered not
earlier than the 90th day prior to such annual meeting or the 20th
day following the day on which public announcement of the date of
such meeting is first made.
As it relates to director nominations, the written notice must
state all information as to each nominee required to be disclosed
in solicitations of proxies for election of directors under SEC
regulations, including the written consent of each such nominee. As
for any other business that the stockholder proposes to bring
before the meeting, the written notice must contain a brief
description of the business, the reasons for conducting the
business at the meeting and any material interest in such business
of such stockholder. The notice must also contain the name and
address of such stockholder and the class and number of shares of
BancGroup owned beneficially and of record, as well as the same
information for each beneficial owner who may be nominated for
director.
The board of directors is not required to nominate a person
designated by a stockholder or to take up such other business as
may be contained in a written notice from a stockholder; however,
compliance with this procedure would permit a stockholder to
nominate the individual at the stockholders meeting, and any
stockholder may vote shares in person or by proxy for any
individual such stockholder desires. The procedures relating to
nominating directors and presenting other business at a
stockholders meeting may only be used by a stockholder who is a
stockholder of record at the time of the giving of the notice by
the stockholder to the secretary of BancGroup. The procedures do
not prohibit or apply to stockholder proposals under SEC rule 14a-8
as described at "PROPOSALS OF STOCKHOLDERS."
The second provision of BancGroup's bylaws relates to the
conduct of the business at a stockholder meting. Under that
provision, the board of directors of BancGroup has the authority to
adopt rules for the conduct of meetings, and, unless inconsistent
with any such rules, the Chairman of the meeting may prescribe such
rules, regulations and procedures as, in his judgment, are
appropriate for the proper conduct of the meeting.
PROPOSALS OF STOCKHOLDERS
Subject to certain rules of the SEC, proposals by shareholders
intended to be presented at BancGroup's 1997 annual meeting of
shareholders must be received at BancGroup's principal executive
offices not less than 120 calendar days in advance of March 18,
1997, for inclusion in the proxy or information statement relating
to the 1997 annual meeting.
OTHER MATTERS
BancGroup does not know of any matters to be presented for
action at the meeting other than those listed in the notice of the
meeting and referred to herein.
BancGroup will furnish without charge to its stockholders,
upon written request, a copy of its annual report on Form 10-K,
including the accompanying financial statements and schedules,
required to be filed with the SEC for the year ended December 31,
1995. Copies of the exhibits to such report will also be available
upon payment of a reasonable fee for copying charges. Requests
should be made to:
Chief Financial Officer, Treasurer and Secretary
The Colonial BancGroup, Inc.
Post Office Box 1108
Montgomery, Alabama 36101.
PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD, AND RETURN IT IN
THE ACCOMPANYING ENVELOPE AS PROMPTLY AS POSSIBLE.
YOU MAY REVOKE THE PROXY BY GIVING WRITTEN NOTICE OF
REVOCATION TO THE SECRETARY OF BANCGROUP AT ANY TIME PRIOR TO THE
VOTING THEREOF, BY EXECUTING AND SUBMITTING A LATER DATED PROXY, OR
BY ATTENDING THE MEETING AND VOTING IN PERSON.
THE COLONIAL BANCGROUP, INC.
March 18, 1996
Montgomery, Alabama
SOLICITED BY THE BOARD
OF DIRECTORS
PROXY
Common Stock
The Colonial BancGroup, Inc.
Annual Meeting of Stockholders
April 17, 1996
The undersigned hereby appoints Robert E. Lowder and William
E. Powell, III, and either of them, or such other persons as the
board of directors of The Colonial BancGroup, Inc. ("BancGroup"),
may designate, proxies for the undersigned, with full power of
substitution, to represent the undersigned and to vote all of the
shares of Common Stock of BancGroup at the annual meeting of
stockholders to be held on April 17, 1996 and at any and all
adjournments thereof.
1. Election of Directors:
NOMINEES FOR A TERM EXPIRING IN 1999: Young J. Boozer, William
Britton, Patrick F. Dye, D. B. Jones Milton E. McGregor and Jack H.
Rainer.
[ ] FOR all nominees listed except [ ] WITHHOLD authority to
as marked to the contrary vote for all nominees
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE ABOVE
LIST.
2. In their discretion, to vote on such other matters as may
properly come before the meeting, but which are not now
anticipated, to vote for the election of any person as a direction
should any person named in the proxy statement to be elected be
unable to serve or for good cause cannot serve, and to vote upon
matters incident to the conduct of the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AND WILL BE VOTED AS DIRECTED HEREIN. IF NO DIRECTION IS GIVEN,
THIS PROXY WILL BE VOTED FOR THE PERSONS NAMED IN PROPOSAL 1, AND
IN ACCORDANCE WITH THE DISCRETION ON THE PROXY HOLDERS RESPECTING
PROPOSAL 2.
Please sign and date this proxy.
Dated ----------, 1996
Phone No. ------------------
----------------------------
(Signature of Stockholder)
----------------------------
(Signature of Stockholder, if
more than one)
Please sign exactly as your name appears
on the envelope in which this material was
mailed. Agents, executors, administrators,
guardians, and trustees must give full title
as such. Corporations should sign by their
President or authorized officer.
