<PAGE> 1
Registration No. 333-16481
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D. C. 20549
---------------------------------
POST-EFFECTIVE AMENDMENT NO. 2
ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------------
THE COLONIAL BANCGROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 63-0661573
(State of Incorporation) (I.R.S. Employer Identification No.)
ONE COMMERCE STREET, SUITE 800 (334) 240-5000
MONTGOMERY, ALABAMA 36104 (Telephone No.)
(Address of principal executive offices)
---------------------------------
JEFFERSON BANCORP, INC. 1983 STOCK OPTION PLAN
JEFFERSON BANCORP, INC. 1985 STOCK OPTION PLAN
JEFFERSON BANCORP, INC. 1987 STOCK OPTION PLAN
(FULL TITLE OF PLAN)
Copies to:
W. Flake Oakley, IV Michael D. Waters, Esquire
Chief Financial Officer, Treasurer Miller, Hamilton, Snider & Odom
and Secretary One Commerce Street, Suite 802
Post Office Box 1108 Montgomery, Alabama 36103
Montgomery, Alabama 36102
(Name and address of agent for service)
<PAGE> 2
The Colonial BancGroup, Inc. ("BancGroup") registered 2,492,919 shares
of its Common Stock on Form S-4, registration no. 333-16481, pursuant to the
acquisition by merger of Jefferson Bancorp, Inc. ("Jefferson"), a Florida
corporation, including shares of BancGroup Common Stock to be issued pursuant to
the exercise of employee stock options under Jefferson's stock option plans (the
"Jefferson Options") following the merger. A total of 1,927,476 shares were
issued in the merger on January 3, 1997 and 47,218 shares will be issued upon
the exercise of Jefferson Options following the merger.
BancGroup has assumed the Jefferson Options and this Post Effective
Amendment No. 2 on Form S-8 to the Form S-4 relates to the issuance of BancGroup
Common Stock upon the exercise of Jefferson Options assumed by BancGroup.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
registration statement. All documents subsequently filed by the registrant
pursuant to sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of filing
of such documents:
(a) The registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Exchange Act that contains
audited financial statements for the registrant's latest
fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered
by the registrant's annual report referred to in (a) above.
(c) The description of the registrant's Common Stock contained
in the registrant's registration statement on Form 8-A dated
November 22, 1994, effective February 22, 1995.
ITEM 4. Description of Securities.
Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
Certain legal issues respecting the shares of Common Stock of the
registrant to be issued are being passed upon by the law firm of Miller,
Hamilton, Snider & Odom, L.L.C., Post Office Box 46, Mobile, Alabama 36601. John
C. H. Miller, Jr., a member of such firm, is a director of the registrant. Mr.
Miller's firm performs legal services for the registrant. Mr. Miller currently
owns 10,158 shares of registrant's Common stock and may acquire 10,000 shares
pursuant to stock options. Other attorneys in such firm own shares of BancGroup
Common Stock, but such shares are immaterial in amount.
ITEM 6. Indemnification of Directors and Officers.
Pursuant to Section 145 of the Delaware General Corporation Law,
officers, directors, employees and agents of the registrant are entitled to
indemnification against liabilities incurred while acting in such capacities on
behalf of the registrant, including
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reimbursement of certain expenses. In addition, the registrant maintains an
officer's and director's insurance policy and separate indemnification
agreements (the "Indemnification Agreements") pursuant to which officers and
directors of the registrant would be entitled to indemnification against certain
liabilities, including reimbursement of certain expenses.
The Indemnification Agreements are intended to provide additional
indemnification to directors and officers of BancGroup beyond the specific
provisions of the Delaware General Corporation Law. Under the Delaware General
Corporation Law, a company may indemnify its directors and officers in
circumstances other than those under which indemnification and the advance of
expenses are expressly permitted by applicable statutory provisions.
Under the Delaware General Corporation Law, a director, officer,
employee or agent of a corporation (i) must be indemnified by the corporation
for all expenses incurred by him (including attorneys' fees) when he is
successful on the merits or otherwise in defense of any action, suit or
proceeding brought by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, (ii) may be indemnified by the corporation
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement of any such proceeding (other than a proceeding by or in the right
of the corporation) even if he is not successful on the merits if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interest of the corporation (and, in the case of a criminal proceeding, had
no reasonable cause to believe his conduct was unlawful), and (iii) may be
indemnified by the corporation for expenses (including attorneys' fees) incurred
by him in the defense or settlement of a proceeding brought by or in the right
of the corporation, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation;
provided that no indemnification may be made under the circumstances described
in clause (iii) if the director, officer, employee or agent is adjudged liable
to the corporation, unless a court determines that, despite the adjudication of
liability but in view of all of the circumstances, he is fairly and reasonably
entitled to indemnification for the expenses which the court shall deem proper.
The indemnification described in clauses (ii) and (iii) above (unless ordered by
a court) may be made only as authorized in a specific case upon determination by
(i) a majority of a quorum of disinterested directors, (ii) independent legal
counsel in a written opinion, or (iii) the stock holders, that indemnification
is proper in the circumstances because the applicable standard of conduct has
been met. Expenses (including attorneys' fees) incurred by an officer or
director in defending a proceeding may be advanced by the corporation prior to
the final disposition of the proceeding upon receipt of an undertaking by or on
behalf of the director or officer to repay the advance if it is ultimately
determined that he is not entitled to be indemnified by the corporation.
Expenses (including attorneys' fees) incurred by other employees and agents may
be advanced by the corporation upon terms and conditions deemed appropriate by
the board of directors.
The indemnification provided by the Delaware General Corporation Law
has at least two limitations that are addressed by the Indemnification
Agreements: (i) BancGroup is
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under no obligation to advance expenses to a director or officer, and (ii)
except in the case of a proceeding in which a director or officer is successful
on the merits or otherwise, indemnification of a director or officer is
discretionary rather than mandatory.
The Indemnification Agreements, therefore, cover any and all expenses
(including attorneys' fees and all other charges paid or payable in connection
therewith) incurred in connection with investigating, defending, being a witness
or participating in (including an appeal), or preparing to defend, be a witness
in or participate in, any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation, whether civil, criminal,
administrative or otherwise, related to the fact that such director or officer
is or was a director, officer, employee or agent of BancGroup or is or was
serving at the request of BancGroup as a director, officer, employee, agent,
partner, committee member or fiduciary of another corporation, partnership,
joint venture, employee benefit plan, trust or other enterprise, or by reason of
anything done or not done by such director or officer in any such capacity.
The Indemnification Agreements also provide for the prompt advancement
of all expenses incurred in connection with any proceeding and obligate the
director or officer to reimburse BancGroup for all amounts so advanced if it is
subsequently determined, as provided in the Indemnification Agreements, that the
director or officer is not entitled to indemnification.
The Indemnification Agreements further provide that the director or
officer is entitled to indemnification for, and advancement of, all expenses
(including attorneys' fees) incurred in any proceeding seeking to collect from
BancGroup an indemnity claim or advancement of expenses under the
Indemnification Agreements, BancGroup's Certificate of Incorporation, or the
Delaware General Corporation Law, regardless of whether the director or officer
is successful in such proceeding.
The Indemnification Agreements impose upon BancGroup the burden of
proving that the director or officer is not entitled to indemnification in any
particular case, and the Indemnification Agreements negate certain presumptions
which might otherwise be drawn against a director or officer in certain
circumstances. Further, the Indemnification Agreements provide that if BancGroup
pays a director or officer pursuant to an Indemnification Agreement, BancGroup
will be subrogated to such director's or officer's rights to recover from third
parties.
The Indemnification Agreements stipulate that a director's or officer's
rights under such contracts are not exclusive of any other indemnity rights a
director or officer may have; however, the Indemnification Agreements prevent
double payment. The Indemnification Agreements require the maintenance of
directors' and officers' liability insurance if such insurance can be maintained
on terms, including rates, satisfactory to BancGroup.
The benefits of the Indemnification Agreements would not be available
if (i) the
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action with respect to which indemnification is sought was initiated or brought
voluntarily by the officer or director (other than an action to enforce the
right to indemnification under the Indemnification Agreements); (ii) the officer
or director is paid for such expense or liability under an insurance policy;
(iii) the proceeding is for an accounting of profits pursuant to Section 16(b)
of the Securities Exchange Act of 1934, as amended; (iv) the conduct of the
officer or director is adjudged as constituting an unlawful personal benefit, or
active or deliberate dishonesty or willful fraud or illegality; or (v) a court
determines that indemnification or advancement of expenses is unlawful under the
circumstances.
The Indemnification Agreements would provide indemnification for
liabilities arising under the Securities Act of 1933, as amended. BancGroup has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such act and is,
therefore, unenforceable.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4 (A) Jefferson Bancorp, Inc. 1983 Stock
Option Plan-incorporated by
reference to Exhibit 10.6 of
Jefferson's Annual Report on
Form 10-K for the year ended
December 31, 1982 [SEC File No.
0-6848].
(B) Jefferson Bancorp, Inc. 1985 Stock
Option Plan-incorporated by
reference to Exhibit 10.4 of
Jefferson's Annual Report on
Form 10-K for the year ended
December 31, 1985 [SEC File No.
0-6848].
(C) Jefferson Bancorp, Inc. 1987 Stock
Option Plan-incorporated by
reference to Annex II of
Jefferson's definitive 1987
Prospectus/Proxy Statement [SEC
File No. 33-14444].
(D) Resolutions of the Compensation
</TABLE>
6
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<TABLE>
<S> <C>
Committee of the Board of Directors of
Jefferson amending Jefferson's 1983,
1985 and 1987 Stock Option Plans, as
adopted by the Compensation Committee
and by the Board of Directors on
November 28, 1990-incorporated by
reference to Exhibit 10.10 of
Jefferson's Annual Report on Form 10-K
for the year ended December 31, 1990
[SEC File No. 0-6848].
(E) Resolution amending Jefferson's 1985
and 1987 Stock Option Plans, adopted
by the Board of Directors on June 20,
1994-incorporated by reference to
Exhibit 10.10(1) of Jefferson's Annual
Report on Form 10-K for the year ended
December 31, 1994 [SEC File No.
0-6848].
(F) Resolution amending Jefferson's 1983,
1985, and 1987 Stock Option Plans,
adopted by the Board of Directors on
December 19, 1995, incorporated by
reference to Exhibit 10.15 of
Jefferson's Annual Report on Form 10-K
for the year ended December 31, 1995
[SEC File No. 0-6848].
5 Opinion of Messrs. Miller, Hamilton,
Snider & Odom, L.L.C.
23.1 Consent of Messrs. Miller,
Hamilton, Snider & Odom, L.L.C.
23.2 Consent of independent accountants,
Coopers & Lybrand L.L.P.
24 Power of Attorney, filed as Exhibit 24 to
the registrant's Registration Statement on
Form S-4, Registration no. 333-20291, and
incorporated herein by reference.
</TABLE>
7
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ITEM 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or in the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs, (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange commission such indemnification is against
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public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Montgomery, Alabama, on the 11th day of February,
1997.
THE COLONIAL BANCGROUP, INC.
BY: /s/ Robert E. Lowder
----------------------------------
Its Chairman of the Board
of Directors, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/ Robert E. Lowder Chairman of the Board **
- ------------------------ of Directors, President
Robert E. Lowder and Chief Executive
Officer
/s/ W. Flake Oakley, IV Chief Financial **
- ----------------------- Officer, Secretary
W. Flake Oakley, IV and Treasurer (Principal
Financial Officer and
Principal Accounting
Officer)
* Director **
- -----------------------
Young J. Boozer
</TABLE>
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<TABLE>
<S> <C> <C>
* Director **
- ---------------------------
William Britton
* Director **
- ---------------------------
Jerry J. Chesser
* Director **
- ---------------------------
Augustus K. Clements, III
* Director **
- ---------------------------
Robert C. Craft
* Director **
- ---------------------------
Patrick F. Dye
* Director **
- ---------------------------
Clinton O. Holdbrooks
* Director **
- ---------------------------
D. B. Jones
* Director **
- ---------------------------
Harold D. King
* Director **
- ---------------------------
John Ed Mathison
</TABLE>
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<TABLE>
<S> <C> <C>
* Director **
- ---------------------------
Milton E. McGregor
* Director **
- ---------------------------
John C. H. Miller, Jr.
* Director **
- ---------------------------
Joe D. Mussafer
* Director **
- ---------------------------
William E. Powell
* Director **
- ---------------------------
Donald J. Prewitt
* Director **
- ---------------------------
Jack H. Rainer
* Director **
- ---------------------------
Frances E. Roper
* Director **
- ---------------------------
Ed V. Welch
</TABLE>
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* The undersigned, acting pursuant to a power of attorney, has signed
this Registration Statement on Form S-4 for and on behalf of the
persons indicated above as such persons' true and lawful
attorney-in-fact and in their names, places and stead, in the
capacities indicated above and on the date indicated below.
/s/ W. Flake Oakley, IV
- ---------------------------
W. Flake Oakley, IV
Attorney-in-Fact
** Dated: February 11, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
Registration Statement
Under
The Securities Act of 1933
THE COLONIAL BANCGROUP, INC.
(Exact name of registrant as specified in its charter)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4 (A) Jefferson Bancorp, Inc. 1983 Stock
Option Plan-incorporated by
reference to Exhibit 10.6 of
Jefferson's Annual Report on
Form 10-K for the year ended
December 31, 1982 [SEC File No.
0-6848].
(B) Jefferson Bancorp, Inc. 1985 Stock
Option Plan-incorporated by
reference to Exhibit 10.4 of
Jefferson's Annual Report on
Form 10-K for the year ended
December 31, 1985 [SEC File No.
0-6848].
(C) Jefferson Bancorp, Inc. 1987 Stock
Option Plan-incorporated by
reference to Annex II of
Jefferson's definitive 1987
Prospectus/Proxy Statement [SEC
File No. 33-14444].
(D) Resolutions of the Compensation
Committee of the Board of
Directors of Jefferson amending
Jefferson's 1983, 1985 and 1987
Stock Option Plans, as adopted by
the Compensation Committee and
by the Board of Directors on
November 28, 1990-incorporated by
reference to Exhibit 10.10 of
Jefferson's Annual Report on
Form 10-K for the year ended
December 31, 1990 [SEC File No.
0-6848].
(E) Resolution amending Jefferson's 1985
and 1987 Stock Option Plans, adopted
by the Board of Directors on June 20,
1994-incorporated by reference to
Exhibit 10.10(1) of Jefferson's Annual
Report on Form 10-K for the year ended
</TABLE>
15
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<TABLE>
<S> <C>
December 31, 1994 [SEC File No.
0-6848].
(F) Resolution amending Jefferson's
1983, 1985, and 1987 Stock Option
Plans, adopted by the Board of
Directors on December 19, 1995,
incorporated by reference to
Exhibit 10.15 of Jefferson's Annual
Report on Form 10-K for the year
ended December 31, 1995 [SEC
File No. 0-6848].
5 Opinion of Messrs. Miller, Hamilton,
Snider & Odom, L.L.C.
23.1 Consent of Messrs. Miller,
Hamilton, Snider & Odom, L.L.C.
23.2 Consent of independent accountants,
Coopers & Lybrand L.L.P.
24 Power of Attorney, filed as Exhibit 24 to
the registrant's Registration Statement on
Form S-4, Registration no. 333-20291, and
incorporated herein by reference.
</TABLE>
16
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Exhibit 5
Opinion of Counsel
<PAGE> 2
February 11, 1997
Montgomery Office
The Colonial BancGroup, Inc.
Post Office Box 1108
Montgomery, Alabama 36101
RE: Post-Effective Amendment No. 2 on Form S-8 to Form S-4
Registration Statement relating to the issuance of shares of
Common Stock of The Colonial BancGroup, Inc., in connection
with stock option plans (the "Plan") of Jefferson Bancorp,
Inc. assumed by Merger.
Gentlemen:
We are familiar with the proceedings taken and proposed to be taken by
The Colonial BancGroup, Inc., a Delaware corporation (the "Company"), in
connection with the proposed issuance by the Company of up to 47,218 shares of
its Common Stock, par value of $2.50 per share, in connection with the Plan, as
defined above. On January 3, 1997, Jefferson Bancorp, Inc. ("Jefferson") was
merged with the Company, and the Company assumed Jefferson's obligations
respecting the Plan. We have also acted as counsel for the Company in connection
with the preparation and filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, of the Post-Effective Amendment
No. 2 on Form S-8 to Form S-4 Registration Statement referred to in the caption
above. In this connection we have reviewed such documents and matters of law as
we have deemed relevant and necessary as a basis for the opinions expressed
herein.
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<PAGE> 3
The Colonial BancGroup, Inc.
February 11, 1997
Page 2
In all such examinations, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to the original documents of documents submitted to us as
certified or photostatic copies. We have relied on certificates issued to us by
the secretaries of state and other appropriate government officials of the
various states in which the Company is incorporated or qualified and, except as
expressly set forth in any such documents or hereinafter, we have assumed the
authority of the person or persons who have executed any such documents on
behalf of any person or persons, state or any other entity.
Upon the basis of the foregoing, we are of the opinion that:
(i) The Company is a corporation duly organized and existing under the
laws of the State of Delaware;
(ii) The shares of Common Stock of the Company referred to above, to
the extent actually issued pursuant to the Plan, will be duly and validly
authorized and issued and will be fully paid and nonassessable shares of common
stock of the Company;
(iii) Under the laws of the State of Delaware, no personal liability
attaches to the ownership of the shares of Common Stock of the Company.
We give no opinion as to the laws of any jurisdiction other
than the general corporation law of the State of Delaware and the laws of the
United States and the State of Alabama. We are licensed to practice law only in
the State of Alabama.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced registration statement. In consenting to the inclusion of our
opinion in the registration statement we do not thereby admit that we are a
person whose consent is required pursuant to Section 7 of the Securities Act of
1933, as amended.
Sincerely yours,
MILLER, HAMILTON, SNIDER & ODOM, L.L.C.
BY: /s/ Michael D. Waters
----------------------------
Michael D. Waters
MDW/mfm
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Exhibit 23.1
Consent of Counsel
<PAGE> 2
Miller, Hamilton, Snider & Odom, L.L.C., consents to the use of its
name in the Prospectus, which is a part of the Registration Statement on Form
S-8, under the heading "LEGAL OPINIONS," and to the inclusion of its opinion as
an exhibit to the registration statement.
MILLER, HAMILTON, SNIDER & ODOM, L.L.C.
BY: s/ Michael D. Waters
------------------------------
Michael D. Waters
DATED: February 11, 1997
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Exhibit 23.2
Consent of Independent Public Accountants
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<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 23, 1996, on our audits of the
consolidated financial statements of The Colonial BancGroup, Inc. as of
December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994,
and 1993, and our report dated February 23, 1996, except Notes 1 and 2 as to
which the date is July 3, 1996 on our audits of the supplemental consolidated
financial statements of The Colonial BancGroup, Inc. as of December 31, 1995
and 1994 and for the years ended December 31, 1995, 1994, and 1993, which
reports are included in The Colonial BancGroup, Inc.'s Annual Report on Form
8-K/A for the year ended December 31, 1995.
/s/ Coopers & Lybrand, L.L.P.
Birmingham, Alabama
February 11, 1997
