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).
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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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applies:
______________________________________________________
2) Aggregate number of securities to which transaction
applies:
______________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
_______________________________________________________
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_______________________________________________________
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[ ] Fee paid previously with preliminary materials.
[ ] 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 Form
or Schedule and the date of its filing.
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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 16,
1997, 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 1996. 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 14, 1997
Notice Of The
ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 16, 1997
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 16, 1997, at 10:00 a.m., central time, for the following
purposes:
1. To elect the eight nominees named in the Proxy Statement
as directors to serve for a term of three years and to
elect two additional nominees, one to serve for two years
and one to serve for one year;
2. To ratify and approve an amendment to BancGroup's
Restated Certificate of Incorporation which would
increase of authorized shares of Common Stock from
44,000,000 to 100,000,000; and
3. 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, 1997, 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 14, 1997
THE COLONIAL BANCGROUP, INC.
One Commerce Street
Post Office Box 1108
Montgomery, Alabama 36101
Telephone: (334) 240-5000
PROXY STATEMENT
FOR 1997 ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement and the accompanying proxy are furnished
on or about March 14, 1997 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 16, 1997,
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 ten director-nominees named in this Proxy Statement and the
approval of the amendment of the Restated Certificate of
Incorporation.
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, FOR approval of the amendment of
the Restated Certificate of Incorporation described 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. BancGroup
has retained the firm of Georgeson & Co. to solicit street name
holders, and will pay such firm a fee of $6,500 for its services.
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, 1997. 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
On February 11, 1997, BancGroup undertook a 2 for 1 stock
split effected through a 100% stock dividend. As of March 1, 1997,
BancGroup had issued and outstanding 38,955,210 shares of Common
Stock with approximately 7,129 stockholders of record. Each such
share is entitled to one vote. In addition, as of that date,
1,605,010 shares of Common Stock were subject to issue upon the
exercise of options pursuant to BancGroup's stock option plans and
up to 603,052 shares of Common Stock were issuable upon conversion
of BancGroup's 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 March 1, 1997, of more than
five percent of BancGroup's outstanding Common Stock. Only
stockholders of record as of March 1, 1997, are entitled to vote at
the meeting.
<TABLE>
<CAPTION>
Shares of BancGroup Beneficially Owned
________________________________________
Name Percentage
and Common of Class
Address Stock Outstanding(1)
_______ _____________ ______________
<S> <C> <C>
Robert E. Lowder (2) 2,888,820 (3) 7.12%
Post Office Box 1108
Montgomery, AL 36101
James K. Lowder (2) 2,199,298 5.42%
Post Office Box 250
Montgomery, AL 36142
Thomas H. Lowder (2) 2,146,106 5.29%
Post Office Box 11687
Birmingham, AL 35202
<FN>
(1) Percentages are calculated assuming the issuance of
1,605,010 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 181,020 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, each
director-nominee who is not already a director, 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 March 1, 1997.
<TABLE>
<CAPTION>
Shares of BancGroup Beneficially Owned
________________________________________
Percentage
Common of Class
Name Stock Outstanding(1)
_____ _____________ ______________
DIRECTORS
<S> <C> <C>
Young J. Boozer 15,256 (2) *
William Britton 19,616 *
Jerry J. Chesser 147,428 *
Augustus K. Clements, III 18,600 *
Robert S. Craft 11,994 *
Patrick F. Dye 37,960 (3) *
Clinton O. Holdbrooks 280,900 (4) *
D. B. Jones 20,714 (5) *
Harold D. King 156,108 *
Robert E. Lowder 2,888,820 (6) 7.12%
John Ed Mathison 28,454 *
Milton E. McGregor - *
John C.H. Miller, Jr. 40,480 (7) *
Joe D. Mussafer 20,264 *
William E. Powell, III 14,352 *
J. Donald Prewitt 244,940 (8) *
Jack H. Rainer 2,900 *
Frances E. Roper 365,342 *
Ed V. Welch 30,454 *
DIRECTOR NOMINEES
Lewis Beville 1,816 *
Jimmy Rane - *
Simuel Sippial 2,774 *
CERTAIN EXECUTIVE OFFICERS WHO ARE NOT ALSO DIRECTORS
Young J. Boozer, III 46,920 (2)(9) *
Michelle Condon 18,586 (9) *
Michael R. Holley 16,782 (9) *
W. Flake Oakley, IV 39,458 (9)
All Executive Officers
& Directors as a Group 4,470,918 (10) 11.01%
<FN>
*Represents less than one percent.
(1) Percentages are calculated assuming the issuance of
1,605,010 shares of Common Stock pursuant to BancGroup's stock
option plans.
(2) Includes 1,000 shares of Common Stock out of 2,000 shares
owned by Young J. Boozer, and Young J. Boozer, III EX U/W Phyllis
C. Boozer.
(3) Includes 35,960 shares of Common Stock subject to options
exercisable under BancGroup's option plans.
(4) Includes 24,524 shares of Common Stock subject to options
under BancGroup's stock option plans and 78,998 shares held by Mr.
Holdbrooks as trustee.
(5) Mr. Jones holds power to vote these shares as trustee.
(6) Includes 181,020 shares of Common Stock subject to
options under BancGroup's stock option plans.
(7) Includes 20,000 shares subject to options.
(8) Includes 61,604 shares subject to stock options.
(9) Young J. Boozer, III, Michelle M. Condon, Michael R.
Holley, and W. Flake Oakley hold options respecting 25,000, 10,000,
15,000, and 16,000 shares of Common Stock, respectively, pursuant
to BancGroup's stock option plans, not counting options that are
not exercisable within 60 days due to vesting requirements. Mr.
Holley resigned as an executive officer on December 31, 1996.
(10) Includes shares subject to options.
</FN>
</TABLE>
ELECTION OF DIRECTORS
BancGroup recommends that the stockholders elect the eight
persons named below to hold office for the term of three years and
the two persons named below to hold office for two and one years,
respectively, 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 22.
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 eight for a three
year term and one for each of the one and two year terms.
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 card, voting for directors is Proposal 1.
The following table provides certain biographical information
about the directors and director-nominees to be elected and the
directors whose terms will not expire until 1998 and 1999.
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 2000
<S> <C> <C>
Lewis Beville Director, Gulf Vice President of Thames, Batre,
45, not applicable Coast Bank Mattei, Beville and Ison
(real estate company), Mobile
Jerry J. Chesser Director, BancGroup; President, Shelby Contracting
60, 1984 Chairman of the Board, Co., Inc. (general contractor),
Huntsville Bank Huntsville
John Ed Mathison Director, BancGroup; Senior Minister, Frazer
59, 1987 Director, Montgomery Memorial United Methodist
Bank Church, Montgomery
Joe D. Mussafer Director, BancGroup; President, Montgomery Beverage
57, 1981 Director, Montgomery Company, Inc. (wholesale
Bank beverage distributorship),
Montgomery
William E. Powell, III Director, BancGroup; Executive Vice President,
52, 1987 Director, Montgomery Alabama Cattlemen's
Bank Association (trade
association), Montgomery
J. Donald Prewitt Director, BancGroup, President, Land Sales of
55, 1996 Director, Colonial Bank Central Florida, Inc., (real
in Florida estate development), Orlando
Florida
Frances E. Roper Director, BancGroup; Owner, Roper's Flowers
77, 1984 Director, Colonial (retail florist),
Bank in Alabama; Huntsville
Director, Huntsville
Bank
Ed V. Welch Director, BancGroup; Chairman of the Board,
64, 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.
DIRECTOR-NOMINEE TO BE ELECTED FOR A TERM EXPIRING IN 1998:
Jimmy Rane None President, Great Southern Wood
50, not applicable Preserving, Inc., Great Southern
Wood of Florida, Inc. and Great
Southern Wood of North Alabama,
Inc. (lumber company), Abbeville,
Alabama
DIRECTOR-NOMINEE TO BE ELECTED FOR A TERM EXPIRING IN 1999:
Simuel Sippial Director, Colonial Bank President, Sippial Enterprises,
54, not applicable in Alabama; Director, Inc. (real estate investments);
Montgomery Bank Branch Manager, Sales &
Installation, for IBM Central
and South Alabama prior to 1993;
Montgomery
REMAINING DIRECTORS WHOSE TERMS EXPIRE IN 1998:
Augustus K. Clements, III Director, BancGroup, General Agent, The New England/
54, 1995 Director, Colonial Bank The Clements Agency (insurance),
in Alabama; Director, Montgomery
Montgomery Bank
Robert S. Craft Director, BancGroup; President, Craft Farms
45, 1992 Chairman of the Board, (residential real estate and
Gulf Coast Bank golf course developer), Foley
Clinton O. Holdbrooks Director, BancGroup; Chairman of the Board, Colonial
58, 1986 Chairman of the Board, Bank--East Central since January
East Central Bank 1988; President, Transon, Inc.,
Knoxville, Tennessee, September
1989 to 1992, Pell City
Harold D. King Vice Chairman, BancGroup; Vice Chairman, BancGroup,
64, 1986 Director Colonial Bank in since October 1987-1996, Pell
Alabama; Director, East City
Central Bank
Robert E. Lowder* Chairman of the Board, Chief Chairman of the Board, Chief
54, 1981 Executive Officer and President, Executive Officer and President, The
The Colonial BancGroup, Colonial BancGroup, Inc.; Chairman
Chairman of the Board, Chief of the Board, Chief Executive Officer
Executive Officer and President and President, Colonial Bank in
Colonial Bank in Alabama; Alabama; Chairman of the Board,
Chairman of the Board, Colonial Bank in Georgia;
Colonial Bank in Georgia Chairman of the Board, Colonial
Chairman of the Board, Mortgage Co.; Chairman and
Colonial Mortgage Co., President, Colonial Broadcasting,
Montgomery (radio station), Montgomery
John C.H. Miller, Jr. Director, BancGroup; Partner, Miller, Hamilton,
53, 1981 Director, Colonial Snider & Odom, L.L.C. (law firm),
Bank in Alabama; Mobile
Director, Gulf Coast Bank
REMAINING DIRECTORS WHOSE TERMS EXPIRE IN 1999:
Young J. Boozer Director, BancGroup; Director, ALFA Corporation,
84, 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,
72, 1985 Director, Northwest Northwest Bank; Mack Sales,
Bank Inc. (truck service and
retail sales business),
Muscle Shoals
Patrick F. Dye Director, BancGroup Special Adviser, Auburn
57, 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
76, 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
57, 1993 Park, Inc.; President and CEO,
Jefferson County Racing
Association (greyhound racing
facilities) since 1992,
Montgomery
Jack H. Rainer Vice Chairman, President and Chief Executive
74, 1981 BancGroup Officer, Bankers Credit Life
Insurance Company,
Montgomery
<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 1996.
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 each in 1996. (See "Executive
Compensation Committee Report").
BancGroup has no nominating committee.
During 1996, 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, except for John Ed
Mathison who attended 50%.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
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 1996 all filings applicable to its officers,
directors and greater than ten-percent beneficial owners were made
timely except that Donald Prewitt, a director, filed on February 6,
1997, a Form 4 (which was due January 10, 1997) showing the
exercise on December 27, 1996 of options respecting 4,702 shares
of Common Stock.
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, L.L.C. Such firm performed
legal services for BancGroup and its subsidiary banks in 1996 and
received approximately $1,474,853 in fees. Jack H. Rainer is also
affiliated with a company that performs services for BancGroup.
See "Other Transactions" below. In addition, as described below at
"EXECUTIVE COMPENSATION-Compensation Plans," John C.H. Miller, Jr.
received employee-related compensation from BancGroup in 1996, of
$41,000.
Robert E. Lowder, President, CEO and Chairman and a principal
stockholder of BancGroup, is the brother of James K. and Thomas H.
Lowder, principal stockholders of BancGroup. 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
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 1992 and expire in 1999 through 2007, provide that BancGroup
and its subsidiaries will pay $1,330,437 in the aggregate, per
annum, subject to certain adjustments, to GC Associates I.
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, and Thomas H. Lowder is an executive officer
and Thomas H. Lowder and James K. Lowder are trustees, 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 $453,334, 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 a Cessna Citation aircraft owned by REL
Services for unlimited hours of flight and ground time per year.
In 1996, Colonial Bank paid $106,815 to Colonial Broadcasting
Company ("Broadcasting") for advertising by Colonial Bank on radio
stations owned by Broadcasting. Colonial Bank regularly advertises
on such radio stations. Broadcasting is wholly owned by Robert E.
Lowder.
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 $1,474,853 for 1996.
Bankers Credit Life Insurance Company of which Jack H. Rainer,
a director of BancGroup, is chairman and principal stockholder,
received approximately $1,683,939 in premiums for credit life and
accident and health insurance provided to customers of Colonial
Bank for the year ended December 31, 1996. 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 1996 exceeded $100,000. (All share information
is shown prior to the BancGroup stock split which occurred on
February 11, 1997.)
<TABLE>
<CAPTION>
Long Term
Annual Compensation All Other
Compensation Awards Compensation
_______________________________ ___________________________ ____________
Restricted Securities
Name and Stock Underlying
Principal Position Year Salary ($) Bonus ($) Awards ($) Options (#)
___________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Robert E. Lowder 1996 $743,729 $277,397 $48,000 (1) -- $5,657 (2)
Chairman, CEO 1995 675,347 240,000 38,700 -- 5,656
and President 1994 560,000 140,000 24,075 __ 5,311
W. Flake Oakley, IV 1996 151,971 15,000 118,125 (3) 10,000 4,247
Executive Vice President, 1995 144,423 17,900 80,625 (3) -- 4,140
Chief Financial Officer 1994 129,423 21,200 -- -- 3,686
Treasurer and Secretary
Young J. Boozer, III 1996 119,985 5,000 -- -- 3,184
Executive Vice 1995 119,423 7,392 -- -- 3,150
President 1994 114,422 6,600 -- -- 3,053
Michael R. Holley * 1996 193,842 -- -- 5,000 4,620
Executive Vice 1995 184,682 13,694 32,250 (4) 5,000 4,626
President 1994 183,208 25,000 -- -- 4,245
Michelle Condon 1996 99,717 5,000 39,375 (3) 6,000 2,704
Executive Vice 1995 85,000 8,500 32,250 (3) -- 2,601
President 1994 66,206 3,850 -- -- 2,102
<FN>
* Mr. Holley resigned on December 31, 1996.
(1) Represents the market value as of December 31, 1996, 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 88 of
these shares prior to vesting. At December 31, 1996, the
market value of these shares was $40.00 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 $1,037 for company paid insurance premiums paid in
1996, $4,620 and $1,036 paid in 1995 and $4,620 and $691 paid
in 1994, respectively. The amounts shown for all other persons
reflect only annual company payments to the defined
contribution plan.
(3) Represents the market value, on the date of grant, of shares
awarded under BancGroup's Stock Bonus Plan. Mr. Oakley and Ms.
Condon were granted 3,000 and 1,000 shares respectively, on
December 19, 1996 and Mr. Oakley and Ms. Condon were granted
2,500 and 1,000 shares, respectively, on December 20, 1995.
These shares will vest 20% per year beginning one year from
the date of grant. The holder is entitled to receive
dividends on these shares and to vote the shares prior to
vesting. The aggregate value of these holdings at December 31,
1996, for Mr. Oakley was $220,000 and for Ms. Condon was
$40,000.
(4) Represents the market value as of December 20, 1995, of 1,000
shares awarded under BancGroup's Stock Bonus Plan. See
footnote (3) for vesting dividend and voting rights.
</FN>
</TABLE>
FOR A DISCUSSION OF CERTAIN COMPENSATION COMMITTEE INTERLOCKS, SEE
"COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION." SEE
ALSO "EXECUTIVE COMPENSATION COMMITTEE REPORT."
Options
The following table shows certain information (prior to the
BancGroup stock split) respecting exercised and unexercised options
for Common Stock held by BancGroup executive officers at December
31, 1996. Certain options have been granted pursuant to a vesting
schedule which only permits the holder to exercise options
respecting 20 percent of the shares for each year the holder is
employed after the grant of options.
<TABLE>
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
<CAPTION>
Number of Securities Value of Unexercised
Underlying In-the-Money
Unexercised Options At Options At
December 31, 1996 December 31, 1996 (2)
______________________ _____________________
Shares Acquired Value Exercisable/ Exercisable/
Name On Exercise (#) Realized ($)(1) Unexercisable(3) Unexercisable
__________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Young J. Boozer 0 $ 0 12,500/0 $ 417,302/0
Robert E. Lowder 0 0 90,510/0 3,062,858/0
W. Flake Oakley 0 0 8,000/5,000 108,518/600
Michael R. Holley 2,500 49,050 7,500/0 97,625/0
Michelle Condon 0 0 5,000/1,000 39,863/120
<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, 1996.
(3) Options vest at the rate of 20% per year for each year the
holder is employed after the date of grant.
</FN>
</TABLE>
The following table shows certain information (prior to the
BancGroup stock split) respecting grants of options respecting
Common Stock to certain executive officers of BancGroup during
1996.
<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 total
Number of options
Securities granted
Underlying to Exercise
Options employees or base Price
Granted in fiscal price on Date Expiration
Name (#) year ($/Sh) of Grant date 0% ($) 5% ($) 10% ($)
_________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
W. Flake Oakley 5,000 2.62% $39.88 * December, 2006 0 $125,402 $317,792
W. Flake Oakley 2,500 1.31% 34.63 * April, 2006 0 54,447 137,978
W. Flake Oakley 2,500 1.31% 29.43 $34.63 April, 2006 $13,000 46,271 117,260
Michelle Condon 2,500 1.31% 29.43 $34.63 April, 2006 $13,000 46,271 117,260
Michelle Condon 2,500 1.31% 34.63 * April, 2006 0 54,447 137,978
Michelle Condon 1,000 .52% 39.88 * December, 2006 0 25,080 63,558
Michael R. Holley 2,500 1.31% 34.63 * April, 2006 0 54,447 137,978
Michael R. Holley 2,500 1.31% 29.43 $34.63 April, 2006 $13,000 46,247 117,260
<FN>
* Same as exercise price
</FN>
</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
__________________________________________________________________________
<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
<FN>
Over $150,000 Benefits are identical to benefits paid per $150,000.
</FN>
</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 31 years of eligibility, Young J. Boozer, III has eleven years,
W. Flake Oakley, IV has eight years and Michelle Condon has 23
years.
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 with BancGroup.
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 2,700,000 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 1,500,000 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 1996 totaled $157,156. A total of
3,932 shares of Common Stock were earned and 4,908 shares were
issued under this plan in 1996 to BancGroup directors for service
as directors of BancGroup and its subsidiaries.
Harold King, John C.H. Miller, Jr., Clinton O. Holdbrooks and
Patrick F. Dye received employee-related compensation during 1996
of $80,000, $41,000, $1,200 and $3,808, respectively. Mr. 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. Mr. 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 officers
of BancGroup other than BancGroup's executive officers.
John C.H. Miller, Jr., and John Ed Mathison receive
employee-related compensation from BancGroup, the law firm of which
Mr. Miller is a partner receives legal fees from BancGroup and Mr.
Rainer's company provides credit life insurance for 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 1996 were
determined by the Subcommittee in early January, 1996.
In setting compensation for the 1996 fiscal year, the
Subcommittee reviewed the compensation paid by a peer group of 45
bank holding companies which, as of June 30, 1995, had total assets
of between $3 and $10 billion, which is a category designated by
the Federal Reserve Board as Peer Group 2. A total of 57 bank
holding companies were in this category, but compensation
information on 12 companies was not available. In addition,
Alabama's largest bank holding companies, regardless of asset size,
were included in the peer group because of their direct in-state
competition with BancGroup. BancGroup had total assets of $3.7
billion at year-end 1995.
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 1996 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
1996 be set at $750,000.
Cash Bonuses
In 1996, BancGroup's incentive compensation plan, in effect
since 1993, was revised. The revised incentive plan applies to all
salaried employees and is based upon increases in earnings over the
previous year measured on a regional bank basis. Under the revised
plan, ranges of earnings increases are established and two separate
schedules, the applicability of which is governed by BancGroup's
return on assets, set forth percentages of eligible salaries that
correspond to each range and that define the pool of incentive
dollars available for distribution within a particular region.
As applied specifically to employees of the holding company,
including BancGroup's executive officers exclusive of the chief
executive officer, the earnings ranges established under the plan
are based upon BancGroup consolidated earnings. In addition, only
one schedule of eligible salaries percentages is applicable. As a
result, a predefined percentage of the aggregate base salaries of
holding company employees is available for distribution to these
employees.
In a delegation of its authority, the Subcommittee authorized
the chief executive officer sole discretion in the distribution of
this incentive pool to BancGroup's executive officers. Pursuant to
this delegation, the chief executive officer awarded the following
cash bonuses: $5,000 to Young J. Boozer, III, $5,000 to Michelle
M. Condon, and $15,000 to W. Flake Oakley, IV.
The Subcommittee awarded a bonus of $277,397 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 the Subcommittee deemed to be
appropriate.
Stock Bonuses and Options
Shares of BancGroup common stock were awarded (prior to
BancGroup's stock split) under BancGroup's Stock Bonus and
Retention Plan as follows: 1,000 shares to Ms. Condon, and 3,000
shares to Flake Oakley. In addition, BancGroup stock options were
awarded under BancGroup's Incentive Stock Option Plan as follows:
1,000 options to Ms. Condon and 5,000 options to Mr. Oakley. In
each case, shares and options vest at the rate of 20% per year for
each year the employee is employed from the date of grant. 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, S&P 500 INDEX
AND S&P REGIONAL BANK STOCK INDEX
<CAPTION>
Fiscal Year Ending
__________________________________________________________
Company 1991 1992 1993 1994 1995 1996
________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Colonial BancGroup 100 141.88 146.77 160.46 271.24 347.31
Industry Index 100 127.34 135.00 127.78 201.21 274.93
Broad Market 100 107.64 118.50 120.06 165.18 203.11
<FN>
ASSUMES $100 INVESTED ON JAN. 1, 1992
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 1996
</FN>
</TABLE>
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.
APPROVAL OF AMENDMENT TO RESTATED
CERTIFICATE OF INCORPORATION
TO INCREASE AUTHORIZED SHARES
BancGroup's board of directors recommends that the
stockholders approve an amendment to Article 4 of the Restated
Certificate of Incorporation, which authorizes an increase in the
number of shares of Common Stock, par value $2.50 per share, which
BancGroup may issue from 44,000,000 to 100,000,000 shares.
Purpose.
The board of directors of BancGroup believes that it is
desirable and necessary to have additional authorized shares of
Common Stock available for possible future financing and
acquisition transactions, stock dividends or splits, employee
benefits plans and other general corporate purposes. Having such
additional authorized shares available for issuance in the future
will give BancGroup greater flexibility and may allow such shares
to be issued without the expense and delay of a special
stockholders meeting. All authorized but unissued shares of Common
Stock approved by this amendment will be available for issuance
without further action by the stockholders, unless such action is
otherwise required by applicable law.
During 1996 and the first quarter of 1997, BancGroup issued
additional shares of its Common Stock in the acquisition of seven
banks and thrifts. In addition, on February 11, 1997, a 2 for 1
stock split effected as a 100% stock dividend was undertaken
pursuant to which shares of BancGroup's Common Stock were
distributed to stockholders of record as of February 4, 1997. As
of March 1, 1997, there were 38,955,210 shares of Common Stock
outstanding. After giving effect to shares reserved for issuance
pursuant to stock option, dividend reinvestment, other employee
benefit plans and its convertible subordinated debentures,
BancGroup has a total of approximately 2,452,762 shares of Common
Stock currently available for issue. BancGroup has three
acquisitions pending for which shares of common stock are due to be
issued.
If the amendment is approved, the newly authorized shares of
Common Stock could be issued in public or private offers by the
board of directors at such times, for such purposes and for such
consideration as it may deem advisable and without stockholder
approval. Other than shares that may be issued pursuant to its
employee benefit plans, its convertible subordinated debentures and
three pending bank acquisitions, BancGroup has no present plans,
arrangements or understandings concerning issuance of additional
shares of Common Stock. However, BancGroup fully intends in the
future to issue additional shares of Common Stock as acquisition
opportunities arise.
Disadvantages of Issuance of Shares.
Issuance of additional shares of common stock might have
antitakeover effects by diluting the voting power of a person
seeking to acquire control of BancGroup by a tender offer, proxy
contest, or otherwise. Such effect, however, is not the purpose of
the proposed increase in the number of shares of authorized common
stock. The authorization to issue additional shares of Common
Stock as described above will not itself affect the rights of
existing stockholders. If approved, this amendment would result in
BancGroup's having available for issuance, and reserving sufficient
shares pursuant to existing commitments, including pending
acquisitions, 58,452,762 shares of Common Stock.
Preemptive Rights.
Holders of the Common Stock do not have preemptive rights to
subscribe for any additional securities which may be issued by
BancGroup.
Text of Amendment.
The amendment authorizing the increase in the authorized
shares of Common Stock will amend the introductory paragraph of
Article 4 of BancGroup's Restated Certificate of Incorporation. If
the amendment is approved, such paragraph would read as follows:
ARTICLE 4
The total number of shares of all classes of stock
which the corporation shall have authority to issue is
101,000,000 shares, of which 1,000,000 shares of the par
value of $2.50 per share are to be Preference Stock
(hereinafter called "Preference Stock") and 100,000,000
shares of the par value of $2.50 per share are to be
Common Stock (hereinafter sometimes called "Common
Stock").
[The remainder of Article 4 is omitted.]
Vote Required.
Approval of this amendment (proposal 2 on the proxy card)
requires the affirmative vote of a majority of the outstanding
shares of Common Stock. Abstentions and broker non-votes,
therefore, will have the same effect as a "no" vote. The board of
directors of BancGroup recommends a vote FOR the amendment.
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 meeting. 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 1998 annual meeting of
shareholders must be received at BancGroup's principal executive
offices not less than 120 calendar days in advance of March 14,
1998, for inclusion in the proxy or information statement relating
to the 1998 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,
1996. 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
Telephone: (334) 240-5000
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 14, 1997
Montgomery, Alabama
SOLICITED BY THE BOARD OF DIRECTORS
PROXY
Common Stock
The Colonial BancGroup, Inc.
Annual Meeting of Stockholders
April 16, 1997
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 2000:
Lewis Beville, Jerry J. Chesser, John Ed Mathison, Joe D.
Mussafer, William E. Powell III, J. Donald Prewitt, Frances E.
Roper and Ed V. Welch
Nominee for a term expiring in 1998:
Jimmy Rane
Nominee for a term expiring in 1999:
Simuel Sippial
[ ] 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
lists.
2. To ratify and approve an amendment to the Restated
Certificate of Incorporation to increase the authorized number of
shares of common stock from 44,000,000 to 100,000,000.
( ) For ( ) Against ( ) Abstain.
3. 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 director
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 FOR
PROPOSAL 2 AND IN ACCORDANCE WITH THE DISCRETION OF THE PROXY
HOLDERS RESPECTING PROPOSAL 3.
Please sign and date this proxy
Dated:____________________________________________, 1997
Phone No: _____________________________________________
______________________________________________
(Signature of Stockholder)
______________________________________________
(Signature of Stockholder, if more than one)
Please sign exactly as your name appears on this card. Agents,
executors, administrators, guardians and trustees must give full
title as such. If shares are held jointly, each stockholder must
sign. Corporations should sign by their President or authorized
officer.
