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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 3, 1996
THE COLONIAL BANCGROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-13508 63-0661573
(State of Incorporation) (Commission File No.) (IRS Employer I.D. No.)
One Commerce Street, Montgomery, Alabama 36104
(Address of Principal Executive Office) (Zip code)
Registrant's telephone number, including area code: 334-240-5000
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 3, 1996, The Colonial BancGroup, Inc. ("BancGroup") acquired
by merger Commercial Bancorp of Georgia, Inc. ("CBG") and Southern Banking
Corporation ("SBC") with its subsidiary bank. In these acquisitions,
BancGroup issued an aggregate of 2,582,483 shares of BancGroup's Common Stock.
On July 8, 1996, BancGroup acquired by merger with its subsidiary bank Dothan
Federal Savings Bank ("Dothan Federal") and issued 77,345 shares of BancGroup
Common Stock in such merger.
Further information regarding the terms of the acquisitions of SBC and
CBG is contained in BancGroup's prospectuses dated June 3, 1996 and June 4,
1996, under the captions "THE MERGER" and "APPROVAL OF THE MERGER,"
respectively, and is incorporated herein by reference. The Prospectuses were
filed as part of BancGroup's registration statements on Form S-4, Registration
Nos. 333-01247 and 333-01345. The Dothan Federal acquisition was immaterial to
BancGroup.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following information filed by BancGroup with the Commission is
hereby incorporated by reference into this 8-K filing from BancGroup's
Prospectus dated June 3, 1996 relating to Southern Banking Corporation
(Registration Number 333-01247) (the "Southern Prospectus") and from
BancGroup's Prospectus dated June 4, 1996 relating to
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Commercial Bancorp of Georgia, Inc. (Registration Number 333-01345) (the
"Commercial Prospectus"):
(A) FINANCIAL STATEMENTS
(1) Southern Banking Corporation Consolidated Financial Statements
as of December 31, 1995 and 1994 and for each of the three years in the period
ended December 31, 1995 contained in the Financial Statement section of the
Southern Prospectus.
(2) Southern Banking Corporation Consolidated Financial Statements
as of March 31, 1996 and for the three month periods ended March 31, 1996 and
1995 contained in the Financial Statement section of the Southern Prospectus.
(3) Commercial Bancorp of Georgia, Inc. Consolidated Financial
Statements as of December 31, 1995 and 1994 and for each of the three years in
the period ended December 31, 1995 in the Financial Statement section of the
Southern Prospectus.
(4) Commercial Bancorp of Georgia, Inc. Consolidated Financial
Statements as of March 31, 1996 and for the three month periods ended March 31,
1996 and 1995 in the Financial Statement section of the Southern Prospectus.
(B) PRO FORMA INFORMATION
(1) Condensed Pro Forma Statement Condition as of March 31, 1996.
(i) Pro Forma Adjustments.
(2) Consensed Pro Forma Statements of Income for the three months
ended March 31, 1996 and the years ended December 31, 1995, 1994 and 1993.
(i) Pro Forma Adjustments.
(3) Pro Forma Selected Financial Data.
(C) MANAGEMENT'S DISCUSSION AND ANALYSIS
(1) Southern Banking Corporation's Management's Discussion and
Analysis of Results of Operations and Financial Condition for the fiscal years
ended December 31, 1995, 1994 and 1993 contained at pp. 67-78 of the Southern
Prospectus.
(2) Commercial Bancorp of Georgia, Inc's. Management's Discussion
and Analysis of Financial Condition and Results of Operations contained at pp.
53-74 of the Commercial Prospectus.
(D) EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
Exhibit 23 Consents of experts and counsel:
(A) Consent of Coopers & Lybrand L.L.P.
(B) Consent of Bricker & Melton, P.A.
(C) Consent of KPMG Peat Marwick LLP
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE COLONIAL BANCGROUP, INC.
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(Registrant)
Date: July 17, 1996 /s/ W. Flake Oakley
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W. Flake Oakley
Chief Financial Officer
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CONSENT OF INDEPENDENT ACCOUNTS
We consent to the incorporation by reference in this report on Form 8-K of our
report dated January 13, 1995, on our audits of the consolidated financial
statements of Southern Banking Corporation and subsidiary as of December 31,
1994, and for the two years ended December 31, 1994, appearing in the
registration statement on Form S-4 (SEC File No. 333- 01247) of The Colonial
BancGroup, Inc.
Coopers & Lybrand L.L.P.
July 12, 1996
Orlando, Florida
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CONSENT OF INDEPENDENT ACCOUNTS
We consent to the incorporation by reference in this report on Form 8-K of our
report dated March 2, 1996, on our audits of the consolidated financial
statements of Commercial Bancorp of Georgia, Inc. and subsidiary (formerly
Commercial Bancorp of Gwinett, Inc.) as of December 31, 1995 and for three
years in the period ended December 31, 1995, appearing in the registration
statement on Form S-4 (SEC File No. 333-01247) of The Colonial BancGroup, Inc.
filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933.
Bricker & Melton, P.A.
July 12, 1996
Atlanta, Georgia
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CONSENT OF INDEPENDENT ACCOUNTS
We consent to the incorporation by reference in this report on Form 8-K of our
report dated January 26, 1996, on our audits of the consolidated financial
statements of Southern Banking Corporation and subsidiary as of and for the
year ended December 31, 1995, appearing in the registration statement on Form
S-4 (SEC File No. 333-01247) of The Colonial BancGroup, Inc. filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933.
KPMG Peat Marwick L.L.P.
July 12, 1996
Orlando, Florida
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