<PAGE> 1
File pursuant to Rule 424(b)3
Registration No. 333-20291
[FORT BROOKE BANCORPORATION LETTERHEAD]
[PASTE-UP]
February 6, 1997
TO EACH OF THE STOCKHOLDERS
OF FORT BROOKE BANCORPORATION
Re: Agreement and Plan of Merger, dated November 18,
1996, with The Colonial BancGroup, Inc. (the "Agreement")
Ladies and Gentlemen:
In mid-November 1996, the Board of Directors of Fort Brooke Bancorporation
(the "Company"), by unanimous action, determined it to be advisable and in the
best interests of the Company and its shareholders for the Company to merge, by
way of a tax-free reorganization, with and into The Colonial BancGroup, Inc.
("BancGroup"), a well respected and rapidly growing regional bank holding
company, headquartered in Montgomery, Alabama (the "Merger"), and for the
Company's shareholders to receive, upon consummation of the Merger and in
exchange for the surrender of each of their Company shares, that number of
shares of BancGroup common stock, par value $2.50 per share, resulting from the
division of $31.50 by the "Market Value" of a single share of such stock. After
giving effect to a two for one stock split, in the form of a 100% stock
dividend, declared by BancGroup with respect to its shares held of record as of
February 4, 1997, the Market Value is contractually limited to a range of
between $19.50 and $16.00 (subject to possible further adjustment), and will
otherwise be determined by reference to an average of the closing prices of the
BancGroup shares as reported by the New York Stock Exchange. By reason of that
determination, the Board authorized execution of the captioned Agreement and its
delivery to BancGroup.
One of the principal conditions to the closing of the Agreement is that it
and the Merger to which its pertains must be approved and adopted by a majority
of the registered holders of the Company's outstanding shares of its single
class of capital stock. To provide the Company's shareholders with a forum at
which to consider and act upon such proposal, the Board has called for a special
meeting of shareholders to be convened at 4:00 p.m. on Thursday, March 13, 1997,
at the Company's principal offices, 510 Vonderburg Drive, Brandon, Florida 33511
(the "Special Meeting"), and has directed that the enclosed Notice of Special
Meeting, and the accompanying Proxy Card and separate Joint Proxy Statement and
Prospectus, be disseminated in advance thereof. These documents provide a
detailed description of the Merger and the conditions to its closing, and
contain material information about the parties, the Special Meeting, the rights
of dissenting shareholders and other related matters. You are urged to read
these materials with care, and to note that THE COMPANY'S BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE MERGER.
It is important that your shares be represented and voted at the Special
Meeting since a failure to vote will have the same effect as a vote against the
proposal. Accordingly, you are requested to execute, date and return the
enclosed Proxy Card in the enclosed postage-paid envelope as soon as possible to
ensure that your shares will be voted at the Special Meeting. You should not,
however, forward any stock certificate at this time.
On behalf of the Board of Directors, I ask that you vote FOR approval of
the Merger and the Agreement, and I thank each of you for your past support of
and loyalty to Fort Brooke Bank.
Yours truly,
/s/ RICHARD H. EATMAN
Richard H. Eatman
President and Chief Executive Officer
<PAGE> 2
FORT BROOKE BANCORPORATION
510 VONDERBURG DRIVE
BRANDON, FLORIDA 33511
(813)685-2000
---------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, MARCH 13, 1997, AT 4:00 P.M.
---------------------
NOTICE IS HEREBY GIVEN that a special meeting of shareholders (the "Special
Meeting") of Fort Brooke Bancorporation ("Fort Brooke") will be held at the
office of Fort Brooke Bank, located at 510 Vonderburg Drive, Brandon, Florida,
on Thursday, March 13, 1997, at 4:00 p.m., local time, for the following
purposes:
1. Merger. To consider and vote upon the proposed merger (the
"Merger") of Fort Brooke with and into The Colonial BancGroup, Inc.
("BancGroup"), in accordance with an Agreement and Plan of Merger, dated as
of November 18, 1996 between Fort Brooke and BancGroup (the "Agreement").
BancGroup will be the surviving corporation in the Merger. Each share of
common stock of Fort Brooke outstanding at the time of the Merger will be
converted into the right to receive shares of BancGroup Common Stock with a
market value at the time of the Merger of $31.50, subject to a maximum and
minimum number of shares to be issued, with cash paid in lieu of fractional
shares at the market value of such fractional shares, as described more
fully in the accompanying Joint Proxy Statement and Prospectus. The
Agreement is attached to the Joint Proxy Statement and Prospectus as
Appendix A.
2. Other Matters. To transact such other business as may properly
come before the Special Meeting or any adjournments or postponements
thereof.
The Board of Directors of Fort Brooke has fixed the close of business on
Monday, January 20, 1997, as the record date for the determination of
shareholders entitled to notice of and to vote at the Special Meeting. Only
holders of record of the common stock of Fort Brooke at the close of business on
that date will be entitled to notice of and to vote at the Special Meeting or
any adjournments or postponements thereof.
You are cordially invited to attend the Special Meeting, but whether or not
you plan to attend, please complete and sign the enclosed form of proxy and mail
it promptly in the enclosed envelope. The proxy may be revoked at any time by
filing a written revocation with the Secretary of Fort Brooke, by executing a
later dated proxy and delivering it to the Secretary of Fort Brooke, or by
attending the Special Meeting and voting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ RICHARD H. EATMAN
RICHARD H. EATMAN
President and Chief Executive Officer
<PAGE> 3
JOINT PROXY STATEMENT AND PROSPECTUS
THE COLONIAL BANCGROUP, INC.
COMMON STOCK
FORT BROOKE BANCORPORATION
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, MARCH 13, 1997
This Joint Proxy Statement and Prospectus (the "Prospectus") relates to the
proposed merger (the "Merger") of Fort Brooke Bancorporation, a Florida
corporation ("Fort Brooke"), with and into The Colonial BancGroup, Inc., a
Delaware corporation ("BancGroup"). This Prospectus is being furnished to the
shareholders of Fort Brooke in connection with the solicitation of proxies by
the Board of Directors of Fort Brooke for use at a special meeting of the
shareholders of Fort Brooke (the "Special Meeting") to be held on Thursday,
March 13, 1997, at 4:00 p.m., local time, in the offices of Fort Brooke Bank,
located at 510 Vonderburg Drive, Brandon, Florida, including any adjournments or
postponements thereof. At the Special Meeting, shareholders of Fort Brooke will
consider and vote upon the matters set forth in the preceding Notice of Special
Meeting of the Shareholders, as more fully described in this Prospectus.
The Merger will be consummated pursuant to the terms of a certain Agreement
and Plan of Merger dated as of November 18, 1996 by and between BancGroup and
Fort Brooke (the "Agreement"). The Agreement provides that, subject to the
approval of the Agreement by the shareholders of Fort Brooke at the Special
Meeting and the satisfaction (or waiver, to the extent that such waiver is
permitted by law) of other conditions contained in the Agreement, Fort Brooke
will be merged with and into BancGroup and BancGroup will be the surviving
corporation. Each issued and outstanding share of common stock, par value $8.00
per share, of Fort Brooke (the "Fort Brooke Common Stock"), shall be converted
into shares of the common stock, par value $2.50 per share, of BancGroup (the
"BancGroup Common Stock") with a market value of $31.50, subject to a maximum
and minimum number of shares to be issued, with the market value determined by
the average of the market price of BancGroup Common Stock for the 10 trading
days immediately preceding the Effective Date of the Merger. The shares of
BancGroup Common Stock are listed on the New York Stock Exchange ("NYSE"). The
closing price per share of the BancGroup Common Stock on the NYSE on January 30,
1997 was $41.625.
Consummation of the Merger requires, among other things, the affirmative
vote of the holders of at least a majority of the outstanding shares of Fort
Brooke Common Stock.
BancGroup has filed a Registration Statement pursuant to the Securities Act
of 1933, as amended (the "Securities Act"), to register the shares of the
BancGroup Common Stock to be issued in connection with the Merger as well as to
register shares of BancGroup Common Stock to be issued upon the exercise of
employee stock options respecting Fort Brooke Common Stock assumed by BancGroup
as part of the Merger. This document constitutes a Proxy Statement of Fort
Brooke in connection with the solicitation of proxies by Fort Brooke for the
Special Meeting and a Prospectus of BancGroup with respect to the BancGroup
Common Stock to be issued in the Merger and with respect to the BancGroup Common
Stock to be issued upon the exercise of employee stock options assumed in the
Merger. This Prospectus and accompanying form of proxy are first being mailed to
shareholders of Fort Brooke on or about the date set forth below.
THE BOARD OF DIRECTORS OF FORT BROOKE UNANIMOUSLY RECOMMENDS APPROVAL OF
THE MERGER.
---------------------
THE SECURITIES TO WHICH THIS PROSPECTUS RELATES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
THE SHARES OF BANCGROUP COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR
DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY.
The office and mailing address of Fort Brooke are 510 Vonderburg Drive,
Brandon, Florida 33511 (telephone 813-685-2000), and the principal office and
mailing address of BancGroup are Colonial Financial Center, One Commerce Street,
Post Office Box 1108, Montgomery, Alabama 36192 (telephone 334-240-5000).
THE DATE OF THIS PROSPECTUS IS FEBRUARY 6, 1997.
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AVAILABLE INFORMATION
BancGroup and Fort Brooke are each subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith file reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports and other
information filed by BancGroup and Fort Brooke, including proxy and information
statements, can be inspected and copied at the public reference facilities of
the Commission, Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at certain regional offices: 7 World Trade Center, 13th Floor,
New York, New York 10048; Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511; 1401 Brickell Avenue, Suite 200, Miami, Florida
33131; 1801 California Street, Suite 4800, Denver, Colorado 80202-2648; and 5670
Wilshire Boulevard, 11th Floor, Los Angeles, California 90036-3648. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.
The Commission also maintains a Web site (http://www.sec.gov) that contains
reports, proxy and information statements and other information regarding
registrants, such as BancGroup and Fort Brooke, that file electronically with
the Commission
The BancGroup Common Stock is listed for trading on the NYSE. Reports,
including proxy and information statements, of BancGroup and other information
may be inspected at the NYSE, 20 Broad Street, New York, New York 10005.
BancGroup has filed with the Commission a Registration Statement under the
Securities Act to register the shares of BancGroup Common Stock being offered in
connection with the Merger. This Prospectus omits certain information contained
in the Registration Statement and exhibits thereto. Such Registration Statement,
including the exhibits thereto, can be inspected at the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of
such Registration Statement can be obtained at prescribed rates from the
Commission at that address.
The information in this Prospectus concerning BancGroup and its
subsidiaries has been furnished by BancGroup, and the information concerning
Fort Brooke and its subsidiary has been furnished by Fort Brooke.
DOCUMENTS INCORPORATED BY REFERENCE
THIS PROSPECTUS INCORPORATES DOCUMENTS OF BANCGROUP BY REFERENCE WHICH ARE
NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE,
WITHOUT CHARGE, UPON REQUEST FROM THE PERSONS SPECIFIED BELOW. IN ORDER TO
ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE RECEIVED BY
BANCGROUP NO LATER THAN FIVE BUSINESS DAYS PRIOR TO THE SPECIAL MEETING.
The following documents filed by BancGroup with the Commission are hereby
incorporated by reference into this Prospectus:
(1) BancGroup's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(2) BancGroup's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996;
(3) BancGroup's Report on Form 8-K dated July 17, 1996;
(4) BancGroup's Report on Form 8-K dated January 20, 1997;
(5) BancGroup's Report on Form 8-K/A dated October 9, 1996; and
(6) BancGroup's Registration Statement on Form 8-A dated November 22,
1994, effective February 22, 1995, containing a description of the
BancGroup Common Stock.
All documents filed by BancGroup pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
Special Meeting, or, in the case of the exercise of employee stock options that
are being assumed by BancGroup, prior to the exercise of such options, shall be
deemed
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incorporated by reference in this Prospectus and made a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed incorporated herein by reference will be deemed to be
modified or superseded for the purpose of this Prospectus to the extent that a
statement contained herein or in another subsequently filed document which also
is, or is deemed to be, incorporated herein by reference modifies or supersedes
such statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
BancGroup has entered into the Agreement with Fort Brooke regarding the
Merger described herein. Various provisions of the Agreement are summarized or
referred to in this Prospectus, and the Agreement is incorporated by reference
into this Prospectus and attached hereto as Appendix A.
BancGroup will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the request of any
such person, a copy of any and all of the documents which have been incorporated
herein by reference but not delivered herewith (other than the exhibits to such
documents unless specifically incorporated herein). Such request, in writing or
by telephone, should be directed to W. Flake Oakley, IV, Secretary, The Colonial
BancGroup, Inc., One Commerce Street, Post Office Box 1108, Montgomery, Alabama
36192 (telephone 334-240-5000).
ii
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
SUMMARY..................................................... 1
THE SPECIAL MEETING......................................... 10
General..................................................... 10
Record Date; Shares Entitled to Vote; Vote Required for the
Merger.................................................... 10
Solicitation, Voting and Revocation of Proxies.............. 10
Effect of Merger on Outstanding BancGroup Common Stock...... 11
THE MERGER.................................................. 12
General..................................................... 12
Background of the Merger.................................... 12
Fort Brooke's Board of Directors' Reasons for Approving the
Merger.................................................... 12
Opinion of Financial Advisor................................ 13
Recommendation of the Board of Directors of Fort Brooke..... 17
BancGroup's Reasons for the Merger.......................... 17
Interests of Certain Persons in the Merger.................. 17
Conversion of Fort Brooke Common Stock...................... 18
Surrender of Fort Brooke Common Stock Certificates.......... 19
Certain Federal Income Tax Consequences..................... 19
Other Possible Consequences................................. 21
Conditions to Consummation of the Merger.................... 21
Amendment or Termination.................................... 22
Regulatory Approvals........................................ 22
Conduct of Business Pending the Merger...................... 24
Commitments with Respect to Other Offers.................... 25
Indemnification............................................. 25
Rights of Dissenting Shareholders........................... 25
Resale of BancGroup Common Stock Issued in the Merger....... 26
Accounting Treatment........................................ 27
NYSE Reporting of BancGroup Common Stock Issued in the
Merger.................................................... 27
Treatment of Fort Brooke Options............................ 27
COMPARATIVE MARKET PRICES AND DIVIDENDS..................... 29
BancGroup................................................... 29
Fort Brooke................................................. 29
BANCGROUP CAPITAL STOCK AND DEBENTURES...................... 30
BancGroup Common Stock...................................... 30
Preference Stock............................................ 31
1986 Debentures............................................. 31
Changes in Control.......................................... 32
COMPARATIVE RIGHTS OF STOCKHOLDERS.......................... 34
Director Elections.......................................... 34
Removal of Directors........................................ 34
Voting...................................................... 34
Preemptive Rights........................................... 34
Directors' Liability........................................ 34
Indemnification............................................. 35
Special Meetings of Stockholders; Action Without a
Meeting................................................... 36
Mergers, Share Exchanges and Sales of Assets................ 36
Amendment of Certificate of Incorporation and Bylaws........ 37
Rights of Dissenting Stockholders........................... 37
Preferred Stock............................................. 37
Effect of the Merger on Fort Brooke Shareholders............ 38
</TABLE>
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<TABLE>
<S> <C>
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES............................................................. 39
Condensed Pro Forma Statements of Condition (Unaudited)................................................... 39
Condensed Pro Forma Statements of Income (Unaudited)...................................................... 43
Recent Developments -- BancGroup.......................................................................... 49
Selected Financial Data................................................................................... 51
FORT BROOKE BANCORPORATION................................................................................ 53
Selected Financial Data................................................................................... 53
Management's Discussion and Analysis of Financial Condition and Results of Operations for the Fiscal Years
Ended December 31, 1995, 1994 and 1993.................................................................. 55
BUSINESS OF BANCGROUP..................................................................................... 69
General................................................................................................... 69
Proposed Affiliate Banks.................................................................................. 69
Voting Securities and Principal Stockholders.............................................................. 69
Security Ownership of Management.......................................................................... 71
Management Information.................................................................................... 72
Certain Regulatory Considerations......................................................................... 72
BUSINESS OF FORT BROOKE................................................................................... 74
ADJOURNMENT OF SPECIAL MEETING............................................................................ 76
OTHER MATTERS............................................................................................. 77
DATE FOR SUBMISSION OF BANCGROUP STOCKHOLDER PROPOSALS.................................................... 77
LEGAL MATTERS............................................................................................. 77
EXPERTS................................................................................................... 77
INDEX TO FINANCIAL STATEMENTS............................................................................. F-1
APPENDIX A -- Agreement and Plan of Merger................................................................ A-1
APPENDIX B -- Opinion of Financial Adviser................................................................ B-1
APPENDIX C -- Sections 607.1301, 607.1302 and 607.1320 of the Florida Business Corporation Act Regarding
Dissenters' Rights.......................................................................... C-1
</TABLE>
---------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS IN CONNECTION WITH THE SOLICITATION OF PROXIES OR THE OFFERING OF
SECURITIES MADE HEREBY AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY BANCGROUP OR FORT BROOKE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, ANY SECURITIES, OR THE SOLICITATION OF A PROXY, IN ANY
JURISDICTION, TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE
ANY SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF BANCGROUP OR FORT BROOKE SINCE THE DATE OF THIS PROSPECTUS OR THAT
INFORMATION IN THIS PROSPECTUS OR IN THE DOCUMENTS INCORPORATED BY REFERENCE
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THE DATES
THEREOF.
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SUMMARY
The following provides a summary of certain information included in this
Prospectus. This summary is qualified in its entirety by the more detailed
information appearing elsewhere herein, the Appendices hereto and the documents
incorporated herein by reference. Shareholders of Fort Brooke are urged to read
this Prospectus in full.
GENERAL
This Prospectus relates to the issuance of shares of BancGroup Common Stock
in connection with the proposed Merger of Fort Brooke with and into BancGroup.
THE SPECIAL MEETING
The Special Meeting will be held at the office of Fort Brooke's subsidiary,
Fort Brooke Bank (the "Bank"), located at 510 Vonderburg Drive, Brandon, Florida
on Thursday, March 13, 1997, at 4:00 p.m., local time, for the purpose of
considering and voting upon the Merger and the Agreement. Only holders of record
of Fort Brooke Common Stock at the close of business on Monday, January 20, 1997
(the "Record Date") are entitled to the notice of and to vote at the Special
Meeting. As of the Record Date, 990,553 shares of Fort Brooke Common Stock were
issued and outstanding. See "THE SPECIAL MEETING."
THE COMPANIES
BancGroup. BancGroup is a bank holding company within the meaning of the
Bank Holding Company Act of 1956, as amended (the "BHCA"). It was organized in
Delaware in 1974. BancGroup operates wholly owned commercial banking
subsidiaries in the states of Alabama, Florida, Georgia and Tennessee, each
under the name Colonial Bank, a second banking subsidiary in Florida, Colonial
Bank of South Florida, a federal savings bank in Florida, Colonial Bank, FSB,
and Dalton/Whitfield Bank & Trust Company, Dalton, Georgia. Colonial Bank
conducts a full service commercial banking business in the State of Alabama
through 110 branches. In Tennessee, Colonial Bank conducts a general commercial
banking business through three branches. In Georgia, Colonial Bank, operates
eleven branches in the Atlanta area, and Dalton/Whitfield Bank & Trust operates
three branches in the Dalton area. In Florida, Colonial Bank operates eleven
branches in the Orlando and Ormond Beach areas. Colonial Bank of South Florida
operates nine branches in Dade, Broward and Palm Beach counties, and Colonial
Bank, FSB, operates six branches in Eustis and Lake County. BancGroup has also
entered into an agreement to acquire one additional bank. Colonial Mortgage
Company, a subsidiary of the Colonial Bank in Alabama, is a mortgage banking
company which services approximately $10 billion in residential loans and which
originates residential mortgages in 29 states through 6 regional offices. At
September 30, 1996, BancGroup had consolidated total assets of $4.7 billion and
consolidated stockholders' equity of $329.9 million. Since September 30, 1996,
BancGroup has merged three banks into BancGroup with aggregate assets of $700.7
million and aggregate stockholders' equity of $52.3 million. These mergers are
included in the pro forma statements included herein. See "BUSINESS OF
BANCGROUP."
Fort Brooke. Fort Brooke is also a bank holding company under the BHCA,
having been incorporated as of March 14, 1996 solely for the purpose of
acquiring the outstanding shares of the Bank so as thereafter to constitute its
sole shareholder. Such acquisition was concluded as of July 10, 1996 (the
"Effective Date of the Bank's Subsidiary Status"). As of September 30, 1996,
Fort Brooke's consolidated assets totaled $192.6 million. As of January 20,
1997, Fort Brooke had 638 registered shareholders who own an aggregate of
990,553 shares of its single class of common stock, and an additional 59,875
shares of that same class, presently authorized but unissued, are reserved for
future issuance to the employees of the Bank, upon their exercise of options
that have been granted under the terms of an outstanding Non-Qualified Stock
Option Plan. Fort Brooke's sole operating subsidiary, Fort Brooke Bank, is an
independent, Florida chartered commercial bank headquartered in Brandon,
Florida, originally formed in March 1981 as a Florida chartered savings and loan
association. In December 1991, that entity commenced operations as a commercial
bank. Currently, the Bank operates eight offices widely dispersed throughout
Hillsborough County, Florida. At September 30, 1996, the Bank's assets totaled
approximately $192 million, its deposits $173.8 million and its total
shareholder's equity
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$16.1 million, and its Tier I capital, stated as a percentage of average total
assets, was 8.59%. See "BUSINESS OF FORT BROOKE."
TERMS OF THE MERGER
The Agreement provides for the Merger of Fort Brooke with and into
BancGroup, with BancGroup to be the surviving corporation. Upon the date of
consummation of the Merger (the "Effective Date"), each outstanding share of
Fort Brooke Common Stock shall be converted by operation of law and without any
action by any holder thereof into shares of BancGroup Common Stock with a market
value of $31.50. The number of shares of BancGroup Common Stock into which each
outstanding share of Fort Brooke Common Stock on the Effective Date shall be
converted shall be equal to $31.50 divided by the "Market Value" (the "Merger
Consideration"). The "Market Value" shall represent the per share market value
of the BancGroup Common Stock at the Effective Date and shall be determined by
calculating the average of the closing prices of the BancGroup Common Stock as
reported by the NYSE on each of the 10 trading days ending on the trading day
immediately preceding the Effective Date provided that the Market Value shall
not be less than $32.00 nor more than $39.00, regardless of the actual market
value as calculated. Accordingly, the maximum number of shares of BancGroup
Common Stock to be issued in the Merger shall be 975,076 (based upon a minimum
Market Value of $32.00) and the minimum number of shares of BancGroup Common
Stock to be issued in the Merger shall be 800,062 (based upon a maximum Market
Value of $39.00), assuming 990,553 shares of Fort Brooke Common Stock
outstanding as of January 20, 1997. To the extent that as of the Effective Date
the number of shares of Fort Brooke Common Stock outstanding has increased based
upon the exercise of employee stock options for Fort Brooke Common Stock after
January 20, 1997, the number of shares of BancGroup Common Stock to be issued in
the Merger shall increase with each share of Fort Brooke Common Stock
outstanding at the Effective Date exchanged for a number of shares of BancGroup
Common Stock equal to $31.50 divided by the Market Value and the minimum and
maximum number of shares of BancGroup Common Stock shall also be adjusted to
take into account increases in the number of shares of Fort Brooke Common Stock
outstanding in excess of 990,553 shares as a result of such exercises.
On January 15, 1997, BancGroup announced that its Board of Directors had
declared a two for one split of BancGroup's Common Stock to be effected in the
form of a 100% stock dividend. Stockholders of record of BancGroup Common Stock
will receive one share of BancGroup Common Stock for each share they hold as of
February 4, 1997. The additional shares will be distributed pursuant to the
stock split on February 11, 1997.
The Agreement provides that stockholders of Fort Brooke will receive in the
Merger an appropriate adjustment to reflect the stock split. Accordingly, the
Market Value as defined in the Agreement will be adjusted so that, following the
stock split, the Market Value will not be less than $16.00 and not more than
$19.50. Based upon such adjusted Market Values, the maximum number of shares of
BancGroup Common Stock to be issued in the Merger will be 1,950,151 and the
minimum number of shares to be issued will be 1,600,124 assuming 990,553 shares
of Fort Brooke Common Stock outstanding at the Merger.
No fractional shares of BancGroup Common Stock will be issued in connection
with the Merger. To the extent cash is paid in lieu of fractional shares, the
cash will be paid based upon the Market Value.
As of the date of this Prospectus, the Bank had granted options,
subsequently assumed by Fort Brooke, (the "Fort Brooke Options") which entitle
the holders thereof to acquire up to 59,875 shares of Fort Brooke Common Stock.
On the Effective Date, BancGroup shall assume all Fort Brooke Options
outstanding, and each such option shall represent the right to acquire BancGroup
Common Stock on substantially the same terms applicable to the Fort Brooke
Options. The number of shares of BancGroup Common Stock to be issued pursuant to
such options shall equal the number of shares of Fort Brooke Common Stock
subject to such Fort Brooke Options multiplied by the Exchange Ratio, as defined
below, provided that no fractions of shares of BancGroup Common Stock shall be
issued. The number of shares of BancGroup Common Stock to be issued upon the
exercise of Fort Brooke Options, if a fractional share exists, shall equal the
number of whole shares obtained by rounding to the nearest whole number, giving
account to such fraction. The exercise price for the acquisition of BancGroup
Common Stock shall be the exercise price for each share of Fort Brooke Common
Stock subject to such options divided by the Exchange Ratio, adjusted
appropriately for any
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<PAGE> 10
rounding to whole shares that may be required. The "Exchange Ratio" shall mean
the result obtained by dividing $31.50 by the Market Value, provided, an
appropriate adjustment will be made for the BancGroup stock split described
above.
Fort Brooke shareholders will be given notice of the Merger promptly after
the Effective Date of the Merger. Certificates for the shares of BancGroup
Common Stock issued will not be distributed or dividends paid on such shares
until shareholders surrender their certificates representing their shares of
Fort Brooke Common Stock.
See "THE MERGER -- Conversion of Fort Brooke Common Stock," "Surrender of
Fort Brooke Common Stock Certificates," and "Treatment of Fort Brooke Options."
For certain information concerning dissenters' rights, voting at the
Special Meeting, and management of BancGroup and Fort Brooke, see "THE
MERGER -- Rights of Dissenting Shareholders," "-- Conversion of Fort Brooke
Common Stock;" "THE SPECIAL MEETING -- Solicitation, Voting and Revocation of
Proxies," "-- Record Date; Shares Entitled to Vote; Vote Required;" "BUSINESS OF
BANCGROUP -- Voting Securities and Principal Stockholders," "-- Security
Ownership of Management," and "BUSINESS OF FORT BROOKE -- Principal Holders of
Common Stock."
RECOMMENDATION OF FORT BROOKE'S BOARD OF DIRECTORS
The Board of Directors of Fort Brooke has unanimously approved the
Agreement. THE BOARD OF DIRECTORS OF FORT BROOKE BELIEVES THAT THE MERGER IS
FAIR TO, AND IN THE BEST INTERESTS OF, THE SHAREHOLDERS OF FORT BROOKE, AND
RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE AGREEMENT. For a
discussion of the factors considered by the Board of Directors in reaching its
conclusions, see "THE MERGER -- Background of the Merger" and "Fort Brooke's
Board of Directors' Reasons for Approving the Merger."
OPINION OF FINANCIAL ADVISOR
Fort Brooke has received an opinion from The Carson Medlin Company that the
Merger is fair to the shareholders of Fort Brooke from a financial point of
view. See "THE MERGER -- Opinion of Financial Advisor."
INTERESTS OF CERTAIN PERSONS IN THE MERGER
Certain of the executive officers of the Bank hold Fort Brooke Options
which entitle them to purchase, in the aggregate, up to 59,875 shares of Fort
Brooke Common Stock. Under the terms of the Agreement, any Fort Brooke Options
which are not exercised prior to the Effective Date will be assumed by
BancGroup. See "THE MERGER -- Conversion of Fort Brooke Common Stock" and
"Treatment of Fort Brooke Options."
The Agreement stipulates that it is a condition to BancGroup's obligation
to close the Merger that Richard H. Eatman, president of Fort Brooke and the
Bank, enter into a severance agreement with Colonial Bank that will provide a
lump-sum payment to Mr. Eatman equal to the annual cash salary paid to Mr.
Eatman at the time of termination if Colonial Bank terminates Mr. Eatman's
employment, under certain circumstances. Mr. Eatman has been paid an
extraordinary bonus of $250,000 in anticipation of the closing of the Merger.
On the Effective Date, and subject to the existing agreements referenced
above, all employees of Fort Brooke shall, at BancGroup's option, either become
employees of BancGroup or its subsidiaries or be entitled to severance benefits
in accordance with Colonial Bank's severance policy as of the date of the
Agreement. All employees of Fort Brooke who become employees of BancGroup or its
subsidiaries on the Effective Date shall be entitled, to the extent permitted by
applicable law, to participate in all benefit plans of BancGroup to the same
extent as BancGroup's employees.
Under the Agreement, BancGroup has agreed to indemnify the directors and
executive officers of Fort Brooke against certain claims and liabilities arising
out of or pertaining to matters existing or occurring at or
3
<PAGE> 11
prior to the Effective Date, to the extent that Fort Brooke would have been
permitted under Florida law, or under its Articles of Incorporation or Bylaws,
to indemnify such persons (and also to advance expenses as incurred to the
fullest extent permitted under applicable law).
Except as indicated above, none of the directors or executive officers of
Fort Brooke, and no associate of any such person, has any substantial direct or
indirect interest in the Merger, other than an interest arising from the
ownership of Fort Brooke Common Stock.
See "THE MERGER -- Interests of Certain Persons in the Merger."
VOTE REQUIRED
Under Florida law, the Agreement must be approved by the affirmative vote
of the holders of at least a majority of the outstanding shares of Fort Brooke
Common Stock. Each share of Fort Brooke Common Stock is entitled to one vote on
the Agreement. Approval of the Agreement and the Merger by BancGroup
stockholders is not required under Delaware, Florida or other applicable law, or
the rules of the NYSE on which the BancGroup Common Stock is listed. See "THE
SPECIAL MEETING."
Only holders of record of Fort Brooke Common Stock at the close of business
on the Record Date are entitled to notice of and to vote at the Special Meeting.
As of such date, 990,553 shares of Fort Brooke Common Stock were issued and
outstanding. As of the Record Date, the directors and executive officers of Fort
Brooke and the Bank held approximately 28.62% of the outstanding shares of Fort
Brooke Common Stock. As of the same date, the directors, executive officers and
affiliates of BancGroup held no shares of Fort Brooke Common Stock. See "THE
SPECIAL MEETING."
The directors of Fort Brooke own 282,106 shares of Fort Brooke Common Stock
representing approximately 28.48% of the outstanding shares and have agreed with
BancGroup to vote their shares in favor of the Merger. As of January 10, 1997,
Directors and executive officers of BancGroup beneficially owned in the
aggregate 2,165,671 shares of BancGroup Common Stock representing approximately
10.95% of the outstanding shares, but no vote of BancGroup stockholders is
required to approve the Merger. See "THE SPECIAL MEETING."
Proxies should be returned to Fort Brooke in the envelope enclosed
herewith. Shareholders of Fort Brooke submitting proxies may revoke their
proxies by (i) giving notice of such revocation in writing to the Secretary of
Fort Brooke at or prior to the Special Meeting, (ii) by executing and delivering
a proxy bearing a later date to the Secretary of Fort Brooke at or prior to the
Special Meeting, or (iii) by attending the Special Meeting and voting in person.
Because approval of the Merger requires the approval of at least a majority of
the outstanding shares of Fort Brooke Common Stock, failure to submit a proxy or
failure to vote in person at the Special Meeting will have the same effect as a
negative vote. See "THE SPECIAL MEETING -- Solicitation, Voting and Revocation
of Proxies."
RIGHTS OF DISSENTING SHAREHOLDERS
Holders of Fort Brooke Common Stock as of the Record Date are entitled to
dissenters' rights of appraisal pursuant to Sections 607.1301, 607.1302 and
607.1320 of the FBCA. The FBCA, as explained more fully in "THE MERGER -- Rights
of Dissenting Shareholders", below, permits a shareholder to dissent from the
Merger and obtain payment for the fair value of his shares. Such "fair value"
may be determined in a judicial proceeding, the result of which cannot be
predicted. Failure to take any steps required by Sections 607.1301, 607.1302 and
607.1320 of the FBCA on a timely basis may result in the loss of appraisal
rights.
CONDITIONS TO THE MERGER
The parties' obligation to consummate the Merger is subject to the
satisfaction (or waiver, to the extent permitted by law) of various conditions
set forth in the Agreement.
4
<PAGE> 12
The mutual obligations of the parties to consummate the Merger are subject
to the following conditions, among others: (i) the approval of the Agreement by
the holders of at least a majority of the outstanding shares of Fort Brooke
Common Stock; (ii) the approval of the Merger by The Board of Governors of the
Federal Reserve System (the "Federal Reserve") and the approval of the Merger of
the Bank with Colonial Bank in Florida by the Florida Department of Banking and
Finance (the "Florida Department") and the Federal Deposit Insurance Corporation
("FDIC"); (iii) the absence of any pending or threatened litigation which seeks
to restrain or prohibit the Merger; (iv) the consummation of the Merger on or
before June 30, 1997; and (v) receipt of opinions of counsel as to certain
matters, including tax matters.
The obligation of Fort Brooke to consummate the Merger is further subject
to several conditions, including: (i) the absence of any material adverse
changes in the financial condition or affairs of BancGroup; and (ii) the shares
of BancGroup Common Stock to be issued under the Agreement shall have been
approved for listing on the NYSE.
The obligations of BancGroup to consummate the Merger are subject to
various conditions, including: (i) the absence of any material adverse change in
the financial condition or affairs of Fort Brooke; (ii) the holders of not more
than 10% of the outstanding shares of Fort Brooke Common Stock shall have
exercised dissenters' rights with respect to their shares; and (iii) the receipt
of a letter from Coopers & Lybrand LLP, BancGroup's independent accountants, to
the effect that the independent accountants concur with the conclusions of
BancGroup's and Fort Brooke's management that no conditions exist with respect
to each company which would preclude accounting for the Merger as a pooling of
interests.
Applications for appropriate regulatory approvals by the Federal Reserve,
the Florida Department and the FDIC will be filed with such agencies on or about
January 31, 1997. The regulatory approval process is expected to take
approximately three months from that date, and it is anticipated that the Merger
will be consummated in the second quarter of 1997.
See "THE MERGER -- Conditions to Consummation of the Merger" and
"Regulatory Approvals."
AMENDMENT OR TERMINATION OF AGREEMENT
The Boards of Directors of BancGroup and Fort Brooke may agree to amend or
terminate the Agreement at any time prior to the Effective Date. However, the
Board of Directors of Fort Brooke shall not agree to any amendments to the
Agreement which would alter the Merger Consideration or which, in the opinion of
the Board of Directors of Fort Brooke, would adversely affect the rights of the
shareholders of Fort Brooke, unless such amendments are approved by the holders
of a majority of the outstanding Fort Brooke Common Stock. Such amendments may
require the filing of an amendment of the Registration Statement, of which this
Prospectus forms a part, with the Commission. See "THE MERGER -- Amendment or
Termination."
COMPARISON OF SHAREHOLDER RIGHTS
The rights of the holders of the Fort Brooke Common Stock may be different
from the rights of the holders of the BancGroup Common Stock. A discussion of
these rights and a comparison thereof is set forth in the section of this
Prospectus at "COMPARATIVE RIGHTS OF STOCKHOLDERS."
FEDERAL INCOME TAX CONSEQUENCES
No ruling with respect to the federal income tax consequences of the Merger
to Fort Brooke's shareholders will be requested from the Internal Revenue
Service (the "IRS"). Fort Brooke has received an opinion from Coopers & Lybrand
LLP, that, among other things, a shareholder of Fort Brooke who exchanges shares
of Fort Brooke Common Stock for BancGroup Common Stock shall not recognize gain
except that, shareholders of Fort Brooke will recognize gain to the extent such
shareholders receive cash in lieu of fractional shares of BancGroup Common
Stock. See "APPROVAL OF THE MERGER -- Certain Federal Income Tax Consequences."
5
<PAGE> 13
ACCOUNTING TREATMENT
The acquisition of Fort Brooke will be treated as a "pooling-of-interests"
transaction by BancGroup for accounting purposes. See "THE MERGER -- Accounting
Treatment."
RECENT PER SHARE MARKET PRICES
Fort Brooke. Although the shares of the Bank's common stock prior to the
formation of the Bank's holding company and the shares of Fort Brooke's Common
Stock thereafter held other than by "affiliates" of Fort Brooke (as that quoted
term is defined in the Securities Act of 1933) have generally been freely
transferable, no public trading market for their future transfer has been
developed, nor has any licensed securities broker in the past made, or indicated
an expectation in the future to make, a market in Fort Brooke's outstanding
securities. Prior trading transactions have therefore been infrequent and
principally negotiated privately between the purchaser and seller (with the
Bank, in certain of those instances, supplying one with the identity of the
other as a possible purchaser or seller). Management of Fort Brooke is aware
that shares have traded during the past two years at prices ranging from $15.00
to $20.00 and the most recent trade occurred in August, 1996 when 200 shares
were sold at $19.50 per share. Presently, Fort Brooke's Common Stock is not
eligible for listing on any securities exchange nor for quotation by any NASDAQ
system.
BancGroup. BancGroup Common Stock is listed for trading on the NYSE under
the symbol "CNB." The following table indicates the high and low closing prices
of the BancGroup Class A Common Stock and the BancGroup Common Stock as reported
on the NASDAQ System and the NYSE, respectively, for the last two full fiscal
years. Prior to February 21, 1995, BancGroup had two classes of Common Stock
outstanding, Class A and Class B. Class B was not publicly traded. Class A was
traded as a NASDAQ security under the symbol "CLBGA" until February 24, 1995. On
February 21, 1995, the BancGroup Class A and Class B Common Stock were
reclassified into BancGroup Common Stock.
<TABLE>
<CAPTION>
PRICE PER SHARE OF
COMMON STOCK
-------------------
HIGH LOW
------ -----
<S> <C> <C>
1995
First Quarter(1).......................................... 23 5/8 19 1/2
Second Quarter............................................ 27 1/2 23 1/8
Third Quarter............................................. 29 7/8 27 1/2
Fourth Quarter............................................ 32 7/8 28 1/2
1996
First Quarter............................................. 36 1/2 30
Second Quarter............................................ 36 1/8 31 1/4
Third Quarter............................................. 35 7/8 31 1/4
Fourth Quarter............................................ 40 1/4 34 3/4
1997
First Quarter (through January 31)........................ 41 5/8 37 3/8
-- --
</TABLE>
- ---------------
(1) Trading on the NYSE commenced on February 24, 1995.
On September 23, 1996, the business day immediately prior to the public
announcement of the Merger, the closing price of the BancGroup Common Stock on
the NYSE was $34 3/4 per share. The following table presents the market value of
BancGroup Common Stock on that date, and the market value and equivalent per
share value of Fort Brooke Common Stock on that date:
<TABLE>
<CAPTION>
EQUIVALENT
BANCGROUP FORT BROOKE BANCGROUP
COMMON STOCK COMMON STOCK COMMON STOCK
(PER SHARE) (PER SHARE) (PER SHARE)
------------ ------------ ------------
<S> <C> <C> <C>
Comparative Market Value.................. $34.75(1) $19.50(2) $31.50
</TABLE>
- ---------------
(1) Closing price as reported by the NYSE on September 23, 1996.
(2) Represents the most recent sales price of which Fort Brooke is aware.
6
<PAGE> 14
See "COMPARATIVE MARKET PRICES AND DIVIDENDS."
CERTAIN LEGAL RESTRICTIONS ON ACQUISITIONS OF CONTROL
Certain restrictions under Delaware law prevent a person who beneficially
owns 15% or more of the BancGroup Common Stock from engaging in a "business
combination" with BancGroup unless certain conditions are satisfied. Also, the
Change in Bank Control Act of 1978 prohibits a person from acquiring "control"
of BancGroup unless certain notice provisions with the Federal Reserve Board
have been satisfied.
BancGroup's Restated Certificate of Incorporation and bylaws also contain
provisions which may deter or prevent a takeover of BancGroup that is not
supported by BancGroup's Board of Directors. These provisions include: (1) a
classified board of directors, (2) supermajority voting requirements for certain
"business combinations" that exceed the provisions of Delaware law described
above, (3) flexibility for the board to consider non-economic and other factors
in evaluating a "business combination," (4) inability of stockholders to call
special meetings and act by written consent, and (5) certain advance notice
provisions for the conduct of business at stockholder meetings.
See "BANCGROUP CAPITAL STOCK AND DEBENTURES" and "COMPARATIVE RIGHTS OF
STOCKHOLDERS."
PER SHARE DATA
The table below presents on a per share basis the book value, cash
dividends and income from continuing operations of BancGroup and Fort Brooke on
a historical basis and on a pro forma equivalent basis assuming consummation of
the Merger. Certain information from the table has been taken from the condensed
pro forma statements of condition and income included elsewhere in this
document. The table should be read in conjunction with those pro forma
statements.
<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED YEAR YEAR YEAR
SEPTEMBER 30, SEPTEMBER 30, ENDED ENDED ENDED
1996 1995 1995 1994 1993(A)
------------- ------------- ------ ------ -------
<S> <C> <C> <C> <C> <C>
PER SHARE DATA
BancGroup-Historical:
Net Income
Primary.................................. $ 2.39 $ 2.19 $ 2.63 $ 2.00 $ 1.65
Fully diluted............................ 2.37 2.13 2.56 1.97 1.64
Book value at end of period................. 20.24 17.71 18.65 15.62 14.40
Dividends per share:
Common Stock............................. 0.81 0.45 0.675
Common A................................. 0.225 0.225 0.80 0.71
Common B................................. 0.125 0.125 0.40 0.31
</TABLE>
7
<PAGE> 15
<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED YEAR YEAR YEAR
SEPTEMBER 30, SEPTEMBER 30, ENDED ENDED ENDED
1996 1995 1995 1994 1993(A)
------------- ------------- ------ ------ -------
<S> <C> <C> <C> <C> <C>
Fort Brooke:
Net Income
Historical:
Primary................................ 1.20 1.17 1.65 0.63 0.95
Fully diluted.......................... 1.20 1.17 1.65 0.63 0.95
Pro forma equivalent assuming combination
with completed business combinations
and Fort Brooke(b)(d):
Primary................................ 1.78 1.62 2.00 1.53 1.27
Fully diluted.......................... 1.76 1.60 1.96 1.52 1.27
Pro forma equivalent assuming combination
with completed business combinations
and Fort Brooke and other proposed
mergers(b)(d):
Primary................................ 1.79 1.62 2.00 1.53 1.28
Fully diluted.......................... 1.77 1.58 1.96 1.52 1.27
Book value at end of period
Historical............................... 16.26 15.25 15.71 13.68 13.93
Pro forma equivalent assuming
combination with completed business
combinations and Fort Brooke(b):.... 16.41 N/A N/A N/A N/A
Pro forma equivalent assuming
combination with completed business
combinations and Fort Brooke, and
other proposed mergers(b):.......... 16.44 N/A N/A N/A N/A
Dividends per share
Historical............................... 0.25 0.00 0.00 0.00 0.25
Pro forma equivalent assuming
combination with completed business
combinations and Fort Brooke(c):.... 0.66 0.55 0.73 0.65 0.58
Pro forma equivalent assuming
combination with completed business
combinations and Fort Brooke and
other proposed mergers(c):.......... 0.66 0.55 0.73 0.65 0.58
BancGroup-Pro Forma Combined (completed
business combinations and Fort Brooke only):
Net Income
Primary(d):.............................. 2.19 1.99 2.46 1.88 1.57
Fully diluted(d):........................ 2.17 1.97 2.40 1.87 1.57
Book value at end of period................. 20.22 N/A N/A N/A N/A
BancGroup-Pro Forma Combined (completed
business combinations and Fort Brooke and
other proposed mergers):
Net Income
Primary(d):.............................. 2.20 1.99 2.46 1.89 1.58
Fully diluted(d):........................ 2.18 1.95 2.40 1.87 1.57
Book value at end of period................. 20.25 N/A N/A N/A N/A
</TABLE>
8
<PAGE> 16
<TABLE>
<S> <C>
- ---------------
N/A Not applicable due to pro forma balance sheet being
presented only at September 30, 1996 which assumes the
transaction was consummated on the latest balance sheet date
in accordance with Rule 11.02(b) of Regulation S-X.
(a) Net Income per share for the year ended December 31, 1993
represents income before extraordinary items and cumulative
effect of change in accounting principle.
(b) Pro forma equivalent per share amounts are calculated by
multiplying the pro forma combined total income per share
and the pro forma combined total book value per share of
BancGroup by the conversion ratio so that the per share
amounts are equated to the respective values for one share
of Fort Brooke. For the purposes of these pro forma
equivalent per share amounts, a .8116 BancGroup common stock
share conversion ratio is utilized. The ratio is based on an
assumed Market Value of BancGroup common stock calculated as
of January 10, 1997, of $38.81 ($31.50/$38.81 = 0.8116).
(c) Pro forma equivalent dividends per share are shown at
BancGroup's Common Stock dividend per share rate multiplied
by the .8116 conversion ratio per share of Fort Brooke
common stock (see note (b)). BancGroup presently
contemplates that dividends will be declared in the future.
However, the payment of cash dividends is subject to
BancGroup's actual results of operations as well as certain
other internal and external factors. Accordingly, there is
no assurance that cash dividends will either be declared and
paid in the future, or, if declared and paid, that such
dividends will approximate the pro forma amounts indicated.
(d) Pro forma net income excludes two non-recurring charges for
employee severance and bonuses resulting from the
pooling-of-interests business combination with Jefferson
Bancorp, Inc. ("Jefferson") in the amount of $3.2 million,
net of tax. Jefferson was merged into BancGroup on January
3, 1997.
</TABLE>
9
<PAGE> 17
THE SPECIAL MEETING
GENERAL
This Prospectus is being furnished to the shareholders of Fort Brooke in
connection with the solicitation of proxies by the Board of Directors of Fort
Brooke for use at the Special Meeting. The purpose of the Special Meeting is to
consider and vote upon the proposed Merger of Fort Brooke with and into
BancGroup. BancGroup will be the surviving corporation in the Merger.
This Prospectus is also furnished by BancGroup in connection with the offer
of shares of BancGroup Common Stock to be issued in the Merger. No vote of
BancGroup stockholders is required to approve the Merger.
THE BOARD OF DIRECTORS OF FORT BROOKE BELIEVES THAT THE MERGER IS IN THE
BEST INTERESTS OF FORT BROOKE AND ITS SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" THE MERGER (ITEM 1 ON THE PROXY CARD).
RECORD DATE; SHARES ENTITLED TO VOTE; VOTE REQUIRED FOR THE MERGER
The Board of Directors of Fort Brooke has fixed the close of business on
January 20, 1997, as of the Record Date for determination of shareholders
entitled to vote at the Special Meeting. There were 638 record holders of Fort
Brooke Common Stock and 990,553 shares of Fort Brooke Common Stock outstanding,
each entitled to one vote per share as of the Record Date. Fort Brooke is
obligated to issue an additional 59,875 shares of Fort Brooke Common Stock upon
the exercise of outstanding Fort Brooke Options.
The affirmative vote of the holders of at least a majority of the
outstanding shares of Fort Brooke Common Stock, whether or not present or
represented at the Special Meeting, is required to approve the Agreement. Broker
nonvotes and abstentions will not be counted as votes cast "FOR" or "AGAINST"
the proposal to approve the Agreement, and, as a result, such non-votes will
have the same effect as votes cast "AGAINST" the Agreement. Each holder of
record of shares of Fort Brooke Common Stock is entitled to cast, for each share
registered in his or her name, one vote on the Agreement as well as on each
other matter presented to a vote of shareholders at the Special Meeting.
As of the Record Date, directors and executive officers of Fort Brooke and
the Bank, as well as their affiliates, were the owners of 283,471 shares of Fort
Brooke Common Stock, representing approximately 28.62% of the outstanding shares
of Fort Brooke Common Stock.
If the Merger is approved at the Special Meeting, Fort Brooke is expected
to merge with and into BancGroup promptly after the other conditions to the
Agreement are satisfied. See "THE MERGER -- Conditions of Consummation of the
Merger."
THE BOARD OF DIRECTORS OF FORT BROOKE URGES THE SHAREHOLDERS OF FORT BROOKE
TO EXECUTE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE AND
UNANIMOUSLY RECOMMENDS THAT THE SHARES REPRESENTED BY THE PROXY BE VOTED IN
FAVOR OF THE MERGER AND IN FAVOR OF THE ADJOURNMENT OF THE SPECIAL MEETING, IF
NECESSARY.
SOLICITATION, VOTING AND REVOCATION OF PROXIES
In addition to soliciting proxies by mail, directors, officers and other
employees of Fort Brooke, without receiving special compensation therefor, may
solicit proxies from Fort Brooke's shareholders by telephone, by telegram or in
person. Arrangements will also be made with brokerage firms and other
custodians, nominees and fiduciaries, if any, to forward solicitation materials
to any beneficial owners of shares of Fort Brooke Common Stock.
Fort Brooke will bear the cost of assembling and mailing this Prospectus
and other materials furnished to shareholders of Fort Brooke. It will also pay
all other expenses of solicitation, including the expenses of brokers,
custodians, nominees, and other fiduciaries who, at the request of Fort Brooke,
mail material to or
10
<PAGE> 18
otherwise communicate with beneficial owners of the shares held by them.
BancGroup will pay all expenses incident to the registration of the BancGroup
Common Stock to be issued in connection with the Merger.
Shares of Fort Brooke Common Stock represented by a proxy properly signed
and received at or prior to the Special Meeting, unless properly revoked, will
be voted in accordance with the instructions on the proxy. IF A PROXY IS SIGNED
AND RETURNED WITHOUT ANY VOTING INSTRUCTIONS, SHARES OF FORT BROOKE COMMON STOCK
REPRESENTED BY THE PROXY WILL BE VOTED "FOR" THE PROPOSAL TO APPROVE THE
AGREEMENT AND FOR ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY. A
shareholder may revoke any proxy given pursuant to this solicitation by: (i)
delivering to the Secretary of Fort Brooke, prior to or at the Special Meeting,
a written notice revoking the proxy; (ii) delivering to the Secretary of Fort
Brooke, at or prior to the Special Meeting, a duly executed proxy relating to
the same shares and bearing a later date; or (iii) voting in person at the
Special Meeting. All written notices of revocation and other communications with
respect to the revocation of Fort Brooke's proxies should be addressed to:
Fort Brooke Bancorporation
510 Vonderburg Drive
Brandon, Florida 33511
Attention: John D. Adams, Secretary
Attendance at the Special Meeting will not, in and of itself, constitute a
revocation of a proxy.
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, however, be counted for purposes of determining
whether a quorum is present at the Special Meeting.
The Board of Directors of Fort Brooke is not aware of any business to be
acted upon at the Special Meeting other than consideration of the Merger
described herein. If, however, other matters are properly brought before the
Special Meeting, or any adjournments or postponements thereof, the persons
appointed as proxies will have the discretion to vote or act on such matters
according to their best judgment. Proxies voted in favor of the Merger, or
proxies as to which no voting instructions are given, will be voted to adjourn
the Special Meeting, if necessary, in order to solicit additional proxies in
favor of the Merger. Proxies voted against the Merger and abstentions will not
be voted for an adjournment. See "ADJOURNMENT OF THE SPECIAL MEETING."
EFFECT OF MERGER ON OUTSTANDING BANCGROUP COMMON STOCK
Assuming a Market Value calculated as of January 10, 1997 of $38.8125,
BancGroup would issue 803,927 shares of BancGroup Common Stock to the
shareholders of Fort Brooke pursuant to the Merger, not counting any BancGroup
Common Stock to be issued pursuant to Fort Brooke Options and prior to giving
effect to the stock split of BancGroup, to be effective February 11, 1997. These
803,927 shares of BancGroup Common Stock would represent approximately 4.1% of
the total number of shares of BancGroup Common Stock outstanding following the
Merger, not counting any additional shares BancGroup may issue, including shares
to be issued pursuant to other pending acquisitions.
11
<PAGE> 19
THE MERGER
THE FOLLOWING SETS FORTH A SUMMARY OF ALL MATERIAL PROVISIONS OF THE
AGREEMENT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE AGREEMENT
ATTACHED HERETO AS APPENDIX A. ALL FORT BROOKE SHAREHOLDERS ARE URGED TO READ
THE AGREEMENT AND THE APPENDICES IN THEIR ENTIRETY.
GENERAL
The Agreement provides that, subject to shareholder ratification and
confirmation, receipt of necessary regulatory approval and certain other
conditions described below at "Conditions to Consummation of the Merger," Fort
Brooke will merge with and into BancGroup. Upon completion of the Merger, the
corporate existence of Fort Brooke will cease, and BancGroup will succeed to the
business formerly conducted by Fort Brooke.
BACKGROUND OF THE MERGER
As part of its long-term effort to maximize shareholder value, Fort Brooke
(and the Bank prior to Fort Brooke's recent formation) has formulated and
pursued a growth policy largely dependent upon the production of new business
from the Bank's existing customer base and the expansion of that base through
the establishment of branch facilities on the periphery of its core market area.
It has also, however, given continuing attention to the potential for rapid
growth through the medium of acquisitions, both from an acquiror and a target
point of view. In that latter regard, Fort Brooke's management has been
cognizant of the significant consolidation in the Tampa Bay and general Florida
financial institution markets, and that larger entities emerging therefrom may
hold substantial competitive advantages, including cost savings through the
integration of overlapping support functions, greater diversity in asset base,
improved access to capital and other transactions to maximize shareholder value
and the ability to spread the cost of new products and services over a wider
base. Management has therefore been increasingly receptive to the idea that
rapid and yet stable growth could likely be achieved by a merger with and into a
regional banking group having no presence within but seeking to enter the Tampa
Bay market, as long as such group maintained a strong capital base, high quality
assets and a commitment to the efficient delivery of personalized financial
services. In furtherance of that view, in 1995 the Bank's directors considered,
and then rejected as inadequate, the efforts of one such entity.
As a result of contacts commenced by BancGroup representatives in late July
1996 for the purpose of determining the level of Fort Brooke's interest in being
acquired by that regional holding company, Fort Brooke's board, led by its
chairman, concluded, after significant due diligence review of BancGroup's
operational and administrative efforts, results and goals, that, for the reasons
described in the preceding paragraph, BancGroup's advances should be given the
most serious consideration. Such determination led Fort Brooke's board of
directors to: engage the services of The Carson Medlin Company ("Carson
Medlin"), a recognized and experienced investment banking firm specializing in
the analysis and evaluation of banks and bank holding companies operating in
Florida and other southeastern states, particularly in connection with mergers
and acquisitions and other transactions; to act as Fort Brooke's financial
advisor in connection with the potential transaction and related matters; and to
authorize Fort Brooke's President, Mr. Eatman, to execute and deliver to
BancGroup a non-binding letter of intent, dated September 23, 1996.
FORT BROOKE'S BOARD OF DIRECTORS' REASONS FOR APPROVING THE MERGER
Following further due diligence review and the negotiation by Fort Brooke
officials and legal counsel of the terms of a definitive merger agreement, at a
board of director meeting convened on November 8, 1996, Fort Brooke's board was
presented with a detailed analysis, prepared by Carson Medlin, of the financial
terms of the BancGroup offer embodied in the draft agreement, and the basis upon
which Carson Medlin had determined the terms of the merger proposal to be fair
to the unaffiliated shareholders of Fort Brooke from a financial point of view.
At such meeting, management gave an overview of its past activities related to
the transaction negotiations and Fort Brooke counsel reviewed the terms and
structure of the Agreement. Legal counsel and representatives of Carson Medlin
provided their views of the transaction and responded to director
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questions. A lengthy discussion among board members then took place with respect
to the desirability of the proposed transaction, including the terms of the
Agreement. After such discussion, the board concluded that the Agreement was
fair and that its consummation was in the best interest of the Fort Brooke
shareholders from a financial point of view and therefore voted to approve the
same, subject to its subsequent consideration and approval by a requisite number
of Fort Brooke's shareholders. As a result of that direction, the Agreement was
signed by Mr. Eatman, on behalf of Fort Brooke, on November 18, 1996.
OPINION OF FINANCIAL ADVISOR
Pursuant to an engagement letter dated October 15, 1996, Fort Brooke
engaged Carson Medlin to provide the Board of Directors of Fort Brooke with a
written opinion regarding the fairness of the Merger from a financial point of
view. Fort Brooke selected Carson Medlin as its financial advisor on the basis
of Carson Medlin's experience and expertise in representing community banks in
acquisition transactions. Carson Medlin is an investment banking firm which
specializes in the securities of financial institutions located in the
southeastern United States. As part of its investment banking activities, Carson
Medlin is regularly engaged in the valuation of financial institutions and
transactions relating to their securities.
On November 8, 1996, Carson Medlin delivered its written opinion to the
Board of Directors of Fort Brooke that the aggregate consideration provided for
in the Agreement is fair, from a financial point of view, to the unaffiliated
shareholders of Fort Brooke. The full text of Carson Medlin's written opinion
dated November 8, 1996 is attached as Appendix B to this Prospectus. It sets
forth the procedures followed, assumptions made, matters considered and
qualifications and limitations on the review undertaken by Carson Medlin in
connection with its opinion. The following summary of the opinion is qualified
in its entirety by reference to the full text of such opinion.
Carson Medlin has relied upon, without independent verification, the
accuracy and completeness of the information reviewed by it for purposes of its
opinion. Carson Medlin did not undertake any independent evaluation or appraisal
of the assets and liabilities of Fort Brooke, nor was it furnished with any such
appraisals.
Carson Medlin is not expert in the evaluation of loan portfolios, including
under-performing or non-performing assets, charge-offs or the allowance for loan
losses. It has not reviewed any individual credit files of Fort Brooke or
BancGroup. Instead, it has assumed that the allowances for each of Fort Brooke
and BancGroup are adequate to cover their potential loan losses. Carson Medlin
assumed that the Merger will be recorded as a pooling of interests under
generally accepted accounting principles. Carson Medlin's opinion is necessarily
based on economic, market and other conditions existing on the date of its
opinion, and on information as of various earlier dates made available to it.
Carson Medlin reviewed certain financial projections prepared by Fort
Brooke and BancGroup. Carson Medlin assumed that these projections were prepared
on a reasonable basis utilizing the best and most current information available
to the managements of Fort Brooke and BancGroup, and that such projections will
be realized in the amounts and at the times contemplated thereby. Neither Fort
Brooke nor BancGroup publicly discloses internal management projections of the
type provided to Carson Medlin. Such projections were not prepared for, or with
a view toward, public disclosure.
In connection with rendering its opinion, Carson Medlin performed a variety
of financial analyses. The preparation of a fairness opinion involves various
determinations as to the most appropriate methods of financial analysis and the
application of those methods to the particular circumstances. Carson Medlin
believes that its analyses must be considered together as a whole and that
selecting portions of such analyses and the facts considered therein, without
considering all other factors and analyses, could create an incomplete or
inaccurate view of the analyses and the process underlying Carson Medlin's
opinion. In its analyses, Carson Medlin made numerous assumptions with respect
to industry performance, business and economic conditions, and other matters,
many of which are beyond the control of Fort Brooke and BancGroup and which may
not be realized. Any estimates contained in Carson Medlin's analyses are not
necessarily predictive of future results or values, which may be significantly
more or less favorable than such estimates. Estimates of values of companies do
not purport to be appraisals or necessarily reflect the prices at which such
companies or their
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securities may actually be sold. Except as described below, none of the analyses
performed by Carson Medlin were assigned a greater significance by Carson Medlin
than any other.
In connection with its opinion dated November 8, 1996, Carson Medlin
reviewed: (i) the Agreement; (ii) the annual reports to shareholders of
BancGroup, including the audited financial statements for the five years ended
December 31, 1995; (iii) audited financial statements of Fort Brooke for the
five years ended December 31, 1995; (iv) the unaudited interim financial
statements of BancGroup for the nine months ended September 30, 1996; (v) the
unaudited interim financial statements of Fort Brooke for the nine months ended
September 30, 1996; and, (vi) certain other financial and operating information
with respect to the business, operations and prospects of Fort Brooke and
BancGroup. In addition, Carson Medlin: (a) held discussions with members of the
senior management of Fort Brooke and BancGroup regarding the historical and
current business operations, financial condition and future prospects of their
respective companies; (b) reviewed the historical market prices and trading
activity for the common stock of Fort Brooke and BancGroup and compared them
with those of certain publicly traded companies which it deemed to be relevant;
(c) compared the results of operations of Fort Brooke and BancGroup with those
of certain banking companies which it deemed to be relevant; (d) compared the
proposed financial terms of the Merger with the financial terms, to the extent
publicly available, of certain other recent business combinations of commercial
banking organizations; (e) analyzed the pro forma financial impact of the Merger
on BancGroup; and (f) conducted certain other studies, analyses, inquiries and
examinations as Carson Medlin deemed appropriate.
The following is a summary of the principal analyses performed by Carson
Medlin in connection with its opinion.
SUMMARY OF PROPOSAL. Carson Medlin reviewed the terms of the proposed
transaction, including the Exchange Ratio and the aggregate transaction value.
Carson Medlin reviewed the implied value of the consideration offered based upon
the closing share price of BancGroup Common Stock on November 6, 1996 which
showed that the implied value of the BancGroup proposal was approximately $31.50
per share of Fort Brooke Common Stock, representing a total transaction value of
approximately $31.2 million. Based on the price of $38.625 per share for
BancGroup Common Stock, Carson Medlin calculated that the aggregate transaction
value represented 194% of stated book value at September 30, 1996, 15.2 times
normalized 1996 estimated earnings, a 10.9% core deposit premium (defined as the
aggregate transaction value minus stated book value divided by core deposits)
and 17.2% of total assets of Fort Brooke at September 30, 1996. Carson Medlin
did not participate in the negotiation of the Agreement and was not involved in
the determination of the amount of consideration to be paid.
INDUSTRY COMPARATIVE ANALYSIS. In connection with rendering its opinion,
Carson Medlin compared selected operating results of Fort Brooke to those of 53
publicly-traded community commercial banks in Alabama, Florida, Georgia, North
Carolina, South Carolina, Virginia and West Virginia (the "SIBR Banks") as
contained in the Southeastern Independent Bank Review(TM), a proprietary
research publication prepared by Carson Medlin quarterly since 1991. The SIBR
Banks range in asset size from approximately $95 million to $2.1 billion and in
shareholders' equity from approximately $7.9 million to $211.8 million. Carson
Medlin considers this group of financial institutions more comparable to Fort
Brooke than larger, more widely traded regional financial institutions. Carson
Medlin compared, among other factors, profitability, capitalization, and asset
quality of Fort Brooke to these financial institutions. Carson Medlin noted that
based on results through the first six months of 1996: (i) Fort Brooke had a
return on average assets (ROA) for the six months ended June 30, 1996 of 1.09%,
compared to mean ROA of 1.26% for the SIBR Banks; (ii) Fort Brooke had a return
on average equity (ROE) for the six months ended June 30, 1996 of 12.8%,
compared to mean ROE of 11.8% for the SIBR Banks; (iii) Fort Brooke had common
equity to total assets at June 30, 1996 of 8.8%, compared to mean common equity
to total assets of 9.7% for the SIBR Banks; and (iv) Fort Brooke had
non-performing assets (defined as loans 90 days past due, nonaccrual loans and
other real estate) to total loans net of unearned income and other real estate
at June 30, 1996 of 1.46%, compared to mean non-performing assets to total loans
net of unearned income and other real estate of 1.01% for the SIBR Banks. This
comparison indicated that Fort Brooke's financial performance was near the
average for the SIBR Banks for most of the factors considered.
Carson Medlin also compared selected operating results of BancGroup to
those of 8 other publicly-traded mid-size regional bank holding companies
defined as those with assets between $4 and $25 billion (the "Peer
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Banks") located in the Southeast. The Peer Banks include: AmSouth
Bancorporation, Compass Bancshares, Inc., First American Corporation, First
Tennessee National Corporation, National Commerce Bancorporation, Regions
Financial Corporation, SouthTrust Corporation, and Union Planters Corporation.
Carson Medlin considers this group of financial institutions comparable to
BancGroup as to financial characteristics, stock price performance and trading
volume. Carson Medlin compared selected balance sheet data, asset quality,
capitalization, profitability ratios and market statistics using financial data
at or for the nine months ended September 30, 1996 and market data as of
November 6, 1996. This comparison showed, among other things, that (i) for the
nine months ended September 30, 1996, BancGroup's net interest margin was 4.17%
compared to a mean of 4.09% and a median of 4.02% for the Peer Banks; (ii) for
the nine months ended September 30, 1996, efficiency ratio (defined as non
interest expense divided by the sum of non interest income and taxable
equivalent net interest income before provision for loan losses) was 58.9%
compared to a mean of 57.9% and a median of 56.7% for the Peer Banks; (iii) for
the nine months ended September 30, 1996, BancGroup's ROA was 1.20% compared to
a mean of 1.24% and a median of 1.23% for the Peer Banks; (iv) for the nine
months ended September 30, 1996, BancGroup's ROE was 17.05% compared to a mean
of 16.15% and a median of 16.03% for the Peer Banks; (v) at September 30, 1996,
BancGroup's stockholders' equity to total assets was 7.00% compared to a mean of
7.71% and a median of 7.68% for the Peer Banks; (vi) at September 30, 1996,
BancGroup's non-performing assets to total assets were 0.65% compared to a mean
of 0.32% and a median of 0.32% for the Peer Banks; (vii) at September 30, 1996,
the ratio of BancGroup's loan loss reserves to non-performing assets was 148%
compared to a mean of 329% and a median of 270% for the Peer Banks; and, (viii)
at November 6, 1996, BancGroup's market capitalization was $629 million compared
to the Peer Banks which ranged from a low of $860 million to a high of $3.2
billion. This comparison indicated that BancGroup's financial performance is
average in comparison to the Peer Banks.
No company or transaction used in the preceding Industry Comparative or
Comparable Transaction Analyses is identical to Fort Brooke or the contemplated
transaction. Accordingly, the results of these analyses necessarily involves
complex considerations and judgments concerning differences in financial and
operating characteristics of Fort Brooke and other factors that could affect the
value of the companies to which it is being compared. Mathematical analysis
(such as determining the average or median) is not, in itself, a meaningful
method of using comparable industry or transaction data.
COMPARABLE TRANSACTION ANALYSIS. Carson Medlin reviewed certain
information relating to 15 selected Florida bank mergers announced or completed
since January 1993 in which the acquired bank had total assets from $100 million
to $600 million, (the "Comparable Transactions"). The Comparable Transactions
were (acquiree/acquiror): AmSouth Bancorporation/FNB of Clearwater; AmSouth
Bancorporation/Orange Banking Corp; SouthTrust/Cypress Banks Inc.; AmSouth
Bancorporation/Charter Banking Corp; Compass Bancshares/1st Performance; AmSouth
Bancorporation/Parkway Bancorp; AmSouth Bancorporation/Citizens National;
Northern Trust Corp./Beach One Financial; AmSouth Bancorporation/Tampa Banking
Co.; Huntington Bancshares/Peoples Bank of Lakeland; Compass Bancshares/CFB
Bancorp; Colonial BancGroup/Southern Banking Corp; FNB Corporation/Southwest
Banks; Compass Bancshares/Enterprise National Bank; and Huntington
Bancshares/Citi-Bancshares, Inc. Carson Medlin considered, among other factors,
the earnings, capital level, asset size and quality of assets of the acquired
financial institutions. Carson Medlin compared the transaction prices to
trailing four quarters earnings, stated book values, total assets and core
deposit premiums.
On the basis of the Comparable Transactions, Carson Medlin calculated a
range of purchase prices as a percentage of stated book value for the Comparable
Transactions from a low of 136.4% to a high of 348.8%, with a mean of 222.3%.
These transactions indicated a range of values for Fort Brooke from $22.21 per
share to $56.78 per share, with a mean of $36.19 per share (based on Fort
Brooke's stated book value of $16.28 per share at September 30, 1996). The
aggregate consideration implied by the terms of the Agreement is approximately
$31.50 per share and implies a price to stated book value multiple of 194% which
falls slightly below the average of the range for the Comparable Transactions.
Carson Medlin calculated a range of purchase prices as a multiple of
earnings for the Comparable Transactions, from a low of 12.9 times to a high of
23.0 times, with a mean of 16.8 times. These transactions indicated a range of
values for Fort Brooke from $26.83 to $47.84 per share, with a mean of $34.94
per share
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(based on Fort Brooke's normalized 1996 estimated earnings of $2.08 per share,
excluding the SAIF assessment). The aggregate consideration implied by the terms
of the Agreement is approximately $31.50 per share and implies a price to
earnings multiple of 15.1 times which falls below the average of the range for
the Comparable Transactions.
Carson Medlin calculated the core deposit premiums for the Comparable
Transactions and found a range of values from a low of 3.8% to a high of 25.3%,
with a mean of 13.2%. The premium on Fort Brooke's core deposits implied by the
terms of the Agreement is 10.9%, below the average of the range for the
Comparable Transactions.
Finally, Carson Medlin calculated a range of purchase prices as a
percentage of total assets for the Comparable Transactions from a low of 11.3%
to a high of 27.9%, with a mean of 18.4%. The percentage of total assets implied
by the terms of the Agreement is approximately 17.2%, slightly below the average
of the range for the Comparable Transactions.
PRESENT VALUE ANALYSIS. Carson Medlin calculated the present value of Fort
Brooke assuming that Fort Brooke remained an independent bank. For purposes of
this analysis, Carson Medlin utilized certain projections of Fort Brooke's
future earnings. It assumed that all of these earnings would be retained and
that the Fort Brooke Common Stock would be sold at the end of 5 years at 200% of
book value. This value was then discounted to present value utilizing discount
rates of 14% through 18%. These rates were selected because, in Carson Medlin's
experience, they represent the rates that investors in securities such as the
Fort Brooke Common Stock would demand in light of the potential appreciation and
risks. On the basis of these assumptions, Carson Medlin calculated that the
present value of Fort Brooke as an independent bank ranged from $27.24 per share
to $32.10 per share. The aggregate consideration implied by the terms of the
Agreement is approximately $31.50 per share which falls slightly below the high
end of the range under present value analysis. Carson Medlin noted that the
present value analysis was included because it is a widely used valuation
methodology, but noted that the results of such methodology are highly dependent
upon the numerous assumptions, including earnings growth rates, dividend payout
rates, terminal values and discount rates.
STOCK TRADING HISTORY. Carson Medlin reviewed and analyzed the historical
trading prices and volumes for the BancGroup Common Stock on a monthly basis
from December 1992 to October 1996. Carson Medlin also compared price
performance of the BancGroup Common Stock during this period to the Peer Banks.
During the four quarters ending September 30, 1996, the ratio of stock
price to trailing 12 months earnings per share for the Peer Banks was: a low of
11.6 times, a high of 14.4 times, and a mean of 12.8 times. BancGroup's recent
price to earnings ratio ranged from a low of 10.6 times to a high of 12.1 times
with a mean of 11.0 times. BancGroup Common Stock has traded on average at a
lower price to earnings ratio than the Peer Banks.
During the four quarters ending September 30, 1996, the stock price as a
percentage of book value for Peer Banks was: a low of 180%, a high of 206%, and
a mean of 193%. BancGroup's recent price to book ratio ranged from a low of 169%
to a high of 189% with a mean of 177%. BancGroup Common Stock has traded on
average at a lower price to book value ratio than the Peer Banks.
Carson Medlin also examined the recent trading volume in BancGroup Common
Stock with that of the Peer Banks. During the four quarters ending September 30,
1996, the quarter end monthly trading volume of outstanding shares of the Peer
Banks ranged from a low of 3.7% to a high of 6.6% with a mean of 4.9%.
BancGroup's quarter end monthly trading volume to outstanding shares ranged from
a low of 1.1% to a high of 2.1% with a mean of 1.4%. Carson Medlin considers
BancGroup Common Stock to be liquid and marketable in comparison with these Peer
Banks and other bank holding companies.
Carson Medlin also examined the trading prices and volumes of Fort Brooke
Common Stock. Fort Brooke Common Stock has not traded in volumes sufficient to
be meaningful, therefore, Carson Medlin did not place any weight on the market
price of the Fort Brooke Common Stock.
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CONTRIBUTION ANALYSIS. Carson Medlin reviewed the relative contributions
in terms of various balance sheet items, net income and market capitalization to
be made by Fort Brooke and BancGroup to the combined institution based on (i)
balance sheet data at September 30, 1996, and (ii) nine month earnings as of
September 30, 1996. The income statement and balance sheet components analyzed
included total assets, total loans (net), total deposits, shareholders' equity,
and nine months net income. This analysis showed that, while Fort Brooke
shareholders would own approximately 4.9% of the aggregate outstanding shares of
the combined institution based on the Exchange Ratio, Fort Brooke was
contributing 3.9% of total assets, 3.6% of total loans (net), 4.7% of total
deposits, 4.7% of shareholders' equity, and 3.0% of nine months net income.
OTHER ANALYSIS. Carson Medlin also reviewed selected investment research
reports on and earnings estimates for BancGroup. In addition, Carson Medlin
prepared an overview of historical financial performance of BancGroup, an
analysis of the total return of BancGroup's Common Stock for the five year
period ended December 31, 1995, and a shareholder claims analysis.
The opinion expressed by Carson Medlin was based upon market, economic and
other relevant considerations as they existed and have been evaluated as of the
date of the opinion. Events occurring after the date of issuance of the opinion,
including but not limited to, changes affecting the securities markets, the
results of operations or material changes in the assets or liabilities of Fort
Brooke could materially affect the assumptions used in preparing the opinion.
RECOMMENDATION OF THE BOARD OF DIRECTORS OF FORT BROOKE
The Board of Directors of Fort Brooke has determined that the Merger is in
the best interests of Fort Brooke and its shareholders. THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF FORT BROOKE VOTE IN FAVOR OF THE
APPROVAL AND ADOPTION OF THE MERGER AND THE AGREEMENT.
BANCGROUP'S REASONS FOR THE MERGER
The Board of Directors of BancGroup has unanimously approved the Merger and
the Agreement. BancGroup has been seeking to expand its banking operations in
the state of Florida. BancGroup currently operates a commercial bank in the
Orlando, Ormond Beach and the Miami Beach areas. The Board of Directors of
BancGroup believes that the combination with Fort Brooke and the Bank is
consistent with that strategy.
In approving the Merger and the Agreement, the Board of Directors of
BancGroup took into account: (i) the financial performance and condition of Fort
Brooke, including its strong capital and good asset quality; (ii) similarities
in the philosophies of BancGroup and Fort Brooke, including Fort Brooke's
commitment to delivering high quality personalized financial services to its
customers; and (iii) Fort Brooke's management's knowledge of and experience in
the Tampa, Florida market.
INTERESTS OF CERTAIN PERSONS IN THE MERGER
Certain executive officers of the Bank hold Fort Brooke Options which
entitle them to purchase, in the aggregate, up to 59,875 shares of Fort Brooke
Common Stock. Under the terms of the Agreement, any Fort Brooke Options which
are not exercised prior to the Effective Date will be assumed by BancGroup
giving the holders of such options the right to acquire shares of BancGroup
Common Stock. See "Conversion of Fort Brooke Common Stock" and "Treatment of
Fort Brooke Options."
The Agreement provides that it is a condition to BancGroup's obligation to
close the Merger that Richard H. Eatman, president of Fort Brooke and the Bank,
execute a severance agreement with Colonial Bank. Mr. Eatman and BancGroup have
agreed upon the terms of the severance agreement which will generally provide
that (i) for a period of three years following the Effective Date, Colonial Bank
may terminate Mr. Eatman's employment at any time by paying Mr. Eatman a
lump-sum payment equal to Mr. Eatman's annual cash salary (inclusive of prior
bonuses) at the time the notice of termination is given; (ii) Colonial Bank's
obligation to make the payment referenced in the foregoing clause (i) shall not
apply if BancGroup
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terminates Mr. Eatman for "cause", as defined in the severance agreement, or if
Mr. Eatman voluntarily terminates his employment; and (iii) Mr. Eatman will
agree not to compete with Colonial Bank in Hillsborough County for a period of
12 months following his termination provided he has received the lump-sum
payment referenced in clause (i) above or one-half of such payment if Mr. Eatman
is terminated for cause or voluntarily terminates his employment. Mr. Eatman has
been paid an extraordinary compensatory bonus of $250,000 in anticipation of the
closing of the Merger.
On the Effective Date and subject to the agreements described above, all
employees of Fort Brooke (including its executive officers) shall, at
BancGroup's option, either become employees of BancGroup or its subsidiaries or
be entitled to severance benefits in accordance with the severance policy of
Colonial Bank, as of the date of the Agreement. All employees of Fort Brooke who
become employees of BancGroup or its subsidiaries on the Effective Date shall be
entitled, to the extent permitted by applicable law, to participate in all
benefit plans of BancGroup to the same extent as BancGroup's employees.
Under the Agreement, BancGroup has agreed to indemnify the directors and
executive officers of Fort Brooke against certain claims and liabilities arising
out of or pertaining to matters existing or occurring at or prior to the
Effective Date, to the extent that Fort Brooke would have been permitted under
Florida law, or under its Articles of Incorporation or Bylaws, to indemnify such
persons (and also to advance expenses as incurred to the fullest extent
permitted under applicable law).
Except as described above, none of the directors or executive officers of
Fort Brooke, and no associate of any such person, has any substantial direct or
indirect interest in the Merger, other than an interest arising from the
ownership of Fort Brooke Common Stock.
CONVERSION OF FORT BROOKE COMMON STOCK
On the Effective Date, each share of Fort Brooke Common Stock outstanding
and held by Fort Brooke's shareholders shall be converted by operation of law
and without any action by any holder thereof into BancGroup Common Stock with a
market value of $31.50 as determined below. The number of shares, or fractions
of a share of BancGroup Common Stock into which each outstanding share of Fort
Brooke Common Stock on the Effective Date shall be converted, shall be equal to
$31.50 divided by the Market Value. The Market Value shall represent the per
share market value of the BancGroup Common Stock at the Effective Date and shall
be determined by calculating the average of the closing prices of the Common
Stock of BancGroup as reported by the NYSE on each of the 10 trading days ending
on the trading day immediately preceding the Effective Date, provided that the
Market Value shall not be less than $32.00 nor more than $39.00, regardless of
the actual market value as calculated. Accordingly, the maximum number of shares
of BancGroup Common Stock to be issued in the Merger shall be 975,076 (based
upon a minimum Market Value of $32.00) and the minimum number of shares of
BancGroup Common Stock to be issued in the Merger shall be 800,062 (based upon a
maximum Market Value of $39.00), assuming 990,553 shares of Fort Brooke Common
Stock outstanding as of January 20, 1997. To the extent that as of the Effective
Date the number of shares of Fort Brooke Common Stock outstanding has increased
based upon the exercise of employee stock options for Fort Brooke Common Stock
after January 20, 1997, the number of shares of BancGroup Common Stock to be
issued in the Merger shall increase with each share of Fort Brooke Common Stock
outstanding at the Effective Date exchanged for a number of shares of BancGroup
Common Stock equal to $31.50 divided by the Market Value, and the minimum and
maximum number of shares of BancGroup Common Stock shall also be adjusted to
take into account increases in the number of shares of Fort Brooke Common Stock
outstanding in excess of 990,553 shares as a result of such exercises.
No fractional shares of BancGroup Common Stock will be issued in the
Merger. Each shareholder of Fort Brooke having a fractional interest arising
upon the conversion of Fort Brooke Common Stock into BancGroup Common Stock
will, at the time of surrender of the certificates representing Fort Brooke
Common Stock, be paid by BancGroup an amount of cash equal to the value of such
fractional interest based on the fair market value of such fractional share.
Fair market value for this purpose shall be the Market Value.
As an example, a shareholder of Fort Brooke who owns 500 shares of Fort
Brooke Common Stock will receive BancGroup Common Stock in the Merger. Assuming
a Market Value of BancGroup Common Stock
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at the Merger of $38.8125 (calculated as of January 10, 1997), then such
shareholder would receive 405.80 shares of BancGroup Common Stock
($31.50 / $38.8125 multiplied by 500) with the .80 of a share paid in cash equal
to $31.05 (.80 X $38.8125).
As the Market Value of the BancGroup Common Stock rises, the number of
shares of BancGroup Common Stock to be issued in the Merger will decrease, and
as the Market Value falls, the number of such shares will increase, subject to
the minimum and maximum amounts to be issued, as described above.
The Agreement provides that if, prior to the Effective Date, BancGroup
Common Stock shall be changed into a different number of shares or a different
class of shares by reason of any recapitalization or reclassification, stock
dividend, combination, stock split, or reverse stock split of the BancGroup
Common Stock, an appropriate and proportionate adjustment shall be made in the
number of shares of BancGroup Common Stock into which the Fort Brooke Common
Stock shall be converted in the Merger.
On January 15, 1997, BancGroup announced that its Board of Directors had
declared a two for one split of BancGroup's Common Stock to be effected in the
form of a 100% stock dividend. Stockholders of record of BancGroup Common Stock
will receive one share of BancGroup Common Stock for each share they hold as of
February 4, 1997. The additional shares will be distributed pursuant to the
stock split on February 11, 1997.
Accordingly, the Market Value as defined in the Agreement will be adjusted
so that, following the stock split, the Market Value will not be less than
$16.00 and not more the $19.50. Based upon such adjusted Market Values, the
maximum number of shares of BancGroup Common Stock to be issued in the Merger
will be 1,950,151 and the minimum number of shares to be issued will be
1,600,124 assuming 990,553 shares of Fort Brooke Common Stock outstanding at the
Merger.
For a description of the assumption of Fort Brooke Options, see "Treatment
of Fort Brooke Options."
SURRENDER OF FORT BROOKE COMMON STOCK CERTIFICATES
Upon the Effective Date and subject to the conditions described at
"Conditions to Consummation of the Merger," Fort Brooke's shareholders will
automatically, and without further action by such shareholders or by BancGroup,
become owners of BancGroup Common Stock as described herein. Outstanding
certificates representing shares of the Fort Brooke Common Stock shall represent
shares of BancGroup Common Stock. Thereafter, upon surrender of the certificates
formerly representing shares of Fort Brooke Common Stock, the holders will be
entitled to receive certificates for the BancGroup Common Stock. Dividends on
the shares of BancGroup Common Stock will accumulate without interest and will
not be distributed to any former shareholder of Fort Brooke unless and until
such shareholder surrenders for cancellation his certificate for Fort Brooke
Common Stock. SunTrust Bank, Atlanta, Georgia, transfer agent for BancGroup
Common Stock, will act as the Exchange Agent with respect to the shares of Fort
Brooke Common Stock surrendered in connection with the Merger.
A detailed explanation of these arrangements will be mailed to Fort Brooke
shareholders promptly following the Effective Date. STOCK CERTIFICATES SHOULD
NOT BE SENT TO THE EXCHANGE AGENT UNTIL SUCH NOTICE IS RECEIVED.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The Merger is intended to qualify as a "reorganization" for federal income
tax purposes under Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as
amended (the "Code"). The obligation of Fort Brooke to consummate the Merger is
conditioned on the receipt by Fort Brooke of an opinion from Coopers & Lybrand,
LLP, which serves as BancGroup's independent public accountant, to the effect
that the Merger will constitute such a reorganization. The opinion has been
delivered to Fort Brooke. In delivering its opinion, Coopers & Lybrand, LLP, has
received and relied upon certain representations contained in certificates of
officers of BancGroup and Fort Brooke and certain other information, data,
documentation and other materials as it deems necessary. The tax opinion is
based upon customary assumptions contained therein, including the assumption
that Fort Brooke has no knowledge of any plan or intention on the part of the
Fort Brooke shareholders to sell or dispose of BancGroup Common Stock that would
reduce their holdings
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to the number of shares having in the aggregate a fair market value of less than
50% of the total fair market value of the Fort Brooke Common Stock outstanding
immediately upon the Merger.
Neither Fort Brooke nor BancGroup intends to seek a ruling from the
Internal Revenue Service as to the federal income tax consequences of the
Merger. Fort Brooke's shareholders should be aware that the opinion will not be
binding on the Internal Revenue Service or the courts. Fort Brooke's
shareholders also should be aware that some of the tax consequences of the
Merger are governed by provisions of the Code as to which there are no final
regulations and little or no judicial or administrative guidance. There can be
no assurance that future legislation, administrative rulings, or court decisions
will not adversely affect the accuracy of the statements contained herein.
The tax opinion states that, provided the assumptions stated therein are
satisfied, the Merger will constitute a reorganization as defined in Section
368(a) of the Code and the following federal income tax consequences will result
to Fort Brooke's shareholders who exchange their shares of Fort Brooke Common
Stock for shares of BancGroup Common Stock:
(i) No gain or loss will be recognized by Fort Brooke's shareholders
on the exchange of shares of Fort Brooke Common Stock for shares of
BancGroup Common Stock;
(ii) The aggregate basis of BancGroup Common Stock received by each
Fort Brooke shareholder (including any fractional shares of BancGroup
Common Stock deemed received, but not actually received), will be the same
as the aggregate tax basis of the shares of Fort Brooke Common Stock
surrendered in exchange therefor;
(iii) The holding period of the shares of BancGroup Common Stock
received by each Fort Brooke shareholder will include the period during
which the shares of Fort Brooke Common Stock exchanged therefor were held,
provided that the shares of Fort Brooke Common Stock were a capital asset
in the holder's hands as of the Effective Date;
(iv) Cash payments received by each Fort Brooke shareholder in lieu of
a fractional share of BancGroup Common Stock will be treated for federal
income tax purposes as if the fractional share had been issued in the
exchange and then redeemed by BancGroup. Gain or loss will be recognized on
the redemption of the fractional share and generally will be capital gain
or loss if the Fort Brooke Common Stock is a capital asset in the hands of
the holder;
(vi) No gain or loss will be recognized by Fort Brooke upon the
transfer of its assets and liabilities to BancGroup. No gain or loss will
be recognized by BancGroup upon the receipt of the assets and liabilities
of Fort Brooke;
(vii) The basis of the assets of Fort Brooke acquired by BancGroup
will be the same as the basis of the assets in the hands of Fort Brooke
immediately prior to the Merger;
(viii) The holding period of the assets of Fort Brooke in the hands of
BancGroup will include the period during which such assets were held by
Fort Brooke; and
(ix) A Fort Brooke shareholder who dissents and receives only cash
pursuant to dissenters rights will recognize gain or loss. Such gain or
loss will, in general, be treated as capital gain or loss, measured by the
difference between the amount of cash received and the tax basis of the
shares of Fort Brooke Common Stock converted, if the shares of Fort Brooke
Common Stock were held as capital assets. However, a Fort Brooke
shareholder who receives only cash may need to consider the effects of
Section 302 and 318 of the Code in determining the federal income tax
consequences of the transaction.
Each Fort Brooke shareholder will be required to report on such
shareholder's federal income tax return for the fiscal year of such shareholder
in which the Merger occurs that such shareholder has received BancGroup Common
Stock in a reorganization.
THE FOREGOING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF ALL MATERIAL
FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO THE SHAREHOLDERS OF FORT
BROOKE, TO FORT BROOKE AND TO BANCGROUP AND DOES NOT PURPORT
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TO BE A COMPLETE DESCRIPTION OF ALL POTENTIAL TAX EFFECTS OF THE MERGER. THE
DISCUSSION DOES NOT ADDRESS THE TAX CONSEQUENCES THAT MAY BE RELEVANT TO A
PARTICULAR SHAREHOLDER SUBJECT TO SPECIAL TREATMENT UNDER CERTAIN FEDERAL INCOME
TAX LAWS, SUCH AS DEALERS IN SECURITIES, BANKS, INSURANCE COMPANIES, TAX-EXEMPT
ORGANIZATIONS, NON-UNITED STATES PERSONS, STOCKHOLDERS WHO DO NOT HOLD THEIR
SHARES OF FORT BROOKE COMMON STOCK AS "CAPITAL ASSETS" WITHIN THE MEANING OF
SECTION 1221 OF THE CODE, AND SHAREHOLDERS WHO ACQUIRED THEIR SHARES OF FORT
BROOKE COMMON STOCK PURSUANT TO THE EXERCISE OF OPTIONS OR OTHERWISE AS
COMPENSATION, NOR ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCALITY
OR FOREIGN JURISDICTION; MOREOVER, THE TAX CONSEQUENCES TO HOLDERS OF FORT
BROOKE OPTIONS ARE NOT DISCUSSED. THE DISCUSSION IS BASED UPON THE CODE,
TREASURY REGULATIONS THEREUNDER AND ADMINISTRATIVE RULINGS AND COURT DECISIONS
AS OF THE DATE HEREOF. ALL OF THE FOREGOING IS SUBJECT TO CHANGE AND ANY SUCH
CHANGE COULD AFFECT THE CONTINUING VALIDITY OF THIS DISCUSSION. FORT BROOKE
SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE
PARTICULAR FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE MERGER TO
THEM.
OTHER POSSIBLE CONSEQUENCES
If the Merger is consummated, the shareholders of Fort Brooke, a Florida
corporation, will become shareholders of BancGroup, a Delaware business
corporation.
For a discussion of the differences, if any, in the rights, preferences,
and privileges attaching to Fort Brooke Common Stock as compared with BancGroup
Common Stock, see "COMPARATIVE RIGHTS OF STOCKHOLDERS."
CONDITIONS TO CONSUMMATION OF THE MERGER
The parties' obligation to consummate the Merger is subject to the
satisfaction (or waiver, to the extent permitted by law) of various conditions
set forth in the Agreement.
The obligations of Fort Brooke and BancGroup to consummate the Merger are
conditioned upon, among other things, (i) the approval of the Agreement by the
holders of at least a majority of the outstanding shares of Fort Brooke Common
Stock; (ii) the approval of the Merger by the Florida Department of Banking and
by the Federal Reserve; (iii) the absence of pending or threatened litigation
with a view to restraining or prohibiting consummation of the Merger or in which
it is sought to obtain divestiture, rescission or damages in connection with the
Merger; (iv) the absence of any investigation by any governmental agency which
might result in any such proceeding; (v) consummation of the Merger no later
than June 30, 1997; and (vi) receipt of opinions of counsel regarding certain
matters.
The obligation of Fort Brooke to consummate the Merger is further subject
to several other conditions, including: (i) the absence of any material adverse
change in the financial condition or affairs of BancGroup; (ii) the shares of
BancGroup Common Stock to be issued under the Agreement shall have been approved
for listing on the NYSE; and (iii) the accuracy in all material respects of the
representations and warranties of BancGroup contained in the Agreement and the
performance by BancGroup of all of its covenants and agreements under the
Agreement.
The obligation of BancGroup to consummate the Merger is subject to several
other conditions, including: (i) the absence of any material adverse change in
the financial condition or affairs of Fort Brooke; (ii) the holders of not more
than 10% of the outstanding shares of Fort Brooke Common Stock shall have
exercised dissenters' rights with respect to their shares; (iii) the receipt of
a letter from Coopers & Lybrand L.L.P. concurring with the conclusions of
BancGroup's and Fort Brooke's management that no conditions exist with respect
to each company which would preclude accounting for the Merger as a pooling of
interests; (iv) the receipt of a letter from Coopers & Lybrand L.L.P. that the
Merger constitutes a reorganization for federal
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income tax purposes; (v) the accuracy in all material respects of the
representations and warranties of Fort Brooke contained in the Agreement, and
the performance by Fort Brooke of all of its covenants and agreements under the
Agreement; and (vi) the receipt by BancGroup of certain undertakings from
holders of Fort Brooke Common Stock who may be deemed to be "affiliates" of Fort
Brooke pursuant to the rules of the Commission.
It is anticipated that the foregoing conditions, as well as certain other
conditions contained in the Agreement, such as the receipt of certificates of
officers of each party as to compliance with the Agreement, and satisfaction of
each party of all representations, warranties and covenants, will be satisfied.
The Agreement provides that Fort Brooke and BancGroup may waive all conditions
to their obligations to consummate the Merger, other than the receipt of the
requisite approvals of regulatory authorities and Fort Brooke shareholder
approval of the Merger. In making any decision regarding a waiver of one or more
conditions to consummation of the Merger or an amendment of the Agreement, the
Boards of Directors of Fort Brooke and BancGroup would be subject to the
fiduciary duty standards imposed upon such boards by relevant law that would
require such boards to act in the best interests of their respective
shareholders.
AMENDMENT OR TERMINATION
The Boards of Directors of BancGroup and Fort Brooke may agree to amend or
terminate the Agreement before or after approval by the shareholders of Fort
Brooke. However, the Board of Directors of Fort Brooke shall not agree to any
amendments to the Agreement which would alter the Merger Consideration or which,
in the opinion of the Board of Directors of Fort Brooke, would adversely affect
the rights of the shareholders of Fort Brooke, unless such amendments are
approved by a majority of the outstanding shares of Fort Brooke Common Stock.
Such amendments may require the filing of an amendment of the Registration
Statement, of which this Prospectus forms a part, with the Commission. See
"Conditions to Consummation of the Merger."
REGULATORY APPROVALS
The Merger is subject to prior approval of the Federal Reserve under the
BHCA. It is contemplated that immediately subsequent to the Merger, Fort Brooke
Bank will be merged with and into BancGroup's wholly-owned subsidiary, Colonial
Bank, Orlando, Florida (the "Bank Merger"). The approval of the FDIC and the
Florida Department must be obtained prior to the Bank Merger. It is anticipated
that applications will be filed with the Federal Reserve, the FDIC and the
Florida Department on or about January 31, 1997. The regulartory approval
process is expected to take approximately three months from this date.
Federal Reserve Approval. Under Section 3 of the BHCA, the Federal Reserve
must withhold approval of the Merger if it finds that the transaction will
result in a monopoly or be in furtherance of any combination or conspiracy to
monopolize or attempt to monopolize the business of banking in any geographic
area. In addition, the Federal Reserve may not approve the Merger if it finds
that the effect thereof may be substantially to lessen competition or tend to
create a monopoly or would in any other manner be in restraint of trade, unless
it finds that the anti-competitive effects of the Merger are clearly outweighed
by the probable effect of the Merger in meeting the convenience and needs of the
communities to be served. The Federal Reserve will also take into consideration
the financial and managerial resources and future prospects of BancGroup's
banking subsidiaries following the consummation of the Merger, as well as the
compliance records of such banking subsidiaries under the Community Reinvestment
Act. The Federal Reserve has indicated that it will not approve a significant
acquisition unless the resulting institution has adequate capitalization, taking
into account, among other things, asset quality.
In addition, the Federal Reserve is expressly permitted to approve
applications under Section 3 of the BHCA for a bank holding company that is
adequately capitalized and adequately managed to acquire control of a bank
located in a state other than the home state of such bank holding company (an
"Interstate Acquisition"), without regard to whether such transaction is
prohibited under the law of any state. However, if the law of the state in which
the target bank is located requires the target bank to have been in existence
for some minimum period of time, the Federal Reserve is prohibited from
approving an application by a bank
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holding company to acquire such target bank if such target bank does not satisfy
this state law requirement, so long as the state law specifying such minimum
period of time does not specify a period of more than five years.
Also, the Federal Reserve is prohibited from approving an Interstate
Acquisition if the acquiring bank holding company controls, or upon consummation
of the acquisition, would control, more than 10% of the total amount of deposits
of insured depository institutions in the United States. Finally, subject to
certain exceptions, the Federal Reserve may not approve an application
pertaining to an Interstate Acquisition if, among other things, the bank holding
company, upon consummation of the acquisition, would control 30% or more of the
total amount of deposits of insured depository institutions in the state where
the target bank is located.
The BHCA provides for the publication of notice and public comment on the
application and authorizes the Federal Reserve to permit interested parties to
intervene in the proceedings. If an interested party is permitted to intervene,
such intervention could delay the regulatory approvals required for consummation
of the Merger. Section 11 of the BHCA imposes a waiting period which prohibits
the consummation of the Merger, in ordinary circumstances, for a period ranging
from 15-30 days following the Federal Reserve's approval of the Merger. During
such period, the United States Department of Justice, should it object to the
Merger for antitrust reasons, may challenge the consummation of the Merger.
Florida Department of Banking. The Bank Merger must be approved by the
Florida Department pursuant to applicable provisions of the Florida Banking
Code. The Florida Department must approve the Bank Merger if it appears that the
resulting state bank meets all the requirements of state law as to the formation
of a new state bank, the agreement of merger provides an adequate capital
structure, including surplus, of the resulting state bank in relation to its
activities which are to continue or are to be undertaken, and also in relation
to its deposit liabilities, the valuation is fair, and the Bank Merger is not
contrary to the public interest.
Federal Deposit Insurance Corporation. Pursuant to the requirements of the
Federal Deposit Insurance Act, the FDIC's approval of the Bank Merger must be
obtained. The FDIC is prohibited from approving the Bank Merger if it would
result in a monopoly or would be in furtherance of any combination or conspiracy
to monopolize or to attempt to monopolize the business of banking in any part of
the United States. In addition, the FDIC is prohibited from approving the Bank
Merger if its effect, in any section of the country, would be substantially to
lessen competition, or to tend to create a monopoly, or which in any other
manner would be in restraint of trade, unless it finds that the anti-competitive
effects of the Bank Merger are clearly out-weighed in the public interest by the
probable effect of the Bank Merger in meeting the convenience and needs of the
community to be served. The FDIC is required to take into consideration the
financial and managerial resources and future prospects of the existing and
proposed institutions, and the convenience and needs of the community to be
served.
The Bank Merger Act imposes a waiting period which prohibits consummation
of the Bank Merger, in ordinary circumstances, for a period ranging from 15-30
days following the FDIC's approval of the Bank Merger. During such period, the
United States Department of Justice, should it object to the Merger for
antitrust reasons, may challenge the consummation of the Merger.
The Agreement provides that the obligation of each of BancGroup and Fort
Brooke to consummate the Merger is conditioned upon the receipt of all necessary
regulatory approvals, including the approval of the Federal Reserve and the
Florida Department. There can be no assurance that the Federal Reserve or the
Florida Department will approve BancGroup's applications to acquire Fort Brooke,
and, if such approvals are received, that such approvals will not be conditioned
upon terms and conditions that would cause the parties to abandon the Merger.
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CONDUCT OF BUSINESS PENDING THE MERGER
The Agreement contains certain restrictions on the conduct of the business
of Fort Brooke pending consummation of the Merger. The Agreement prohibits Fort
Brooke from taking any of the following actions, prior to the Effective Date,
subject to certain limited exceptions previously agreed to by the parties,
without the prior written approval of BancGroup:
(i) Issuing, delivering or agreeing to issue or deliver any stock,
bonds or other corporate securities (whether authorized and unissued or
held in the treasury), except shares of Fort Brooke Common Stock issued
upon the exercise of Fort Brooke Options;
(ii) Borrowing or agreeing to borrow any funds or incurring or
becoming subject to, any liability (absolute or contingent) except
borrowings, obligations and liabilities incurred in the ordinary course of
business and consistent with past practice;
(iii) Paying any material obligation or liability (absolute or
contingent) other than current liabilities reflected in or shown on the
most recent balance sheet and current liabilities incurred since that date
in the ordinary course of business and consistent with past practice;
(iv) Declaring or making or agreeing to declare or make, any payment
of dividends or distributions of any assets of any kind whatsoever to
shareholders, or purchasing or redeeming or agreeing to purchase or redeem,
any of its outstanding securities, except that Fort Brooke may pay a cash
dividend to its shareholders for the fourth quarter of 1996 and the first
quarter of 1997. Each of those dividends shall be equal to $Dividend X
.88732 where "$Dividend" equals the per share cash dividend paid by
BancGroup for the quarter in question;
(v) Except in the ordinary course of business, selling or transferring
or agreeing to sell or transfer, any of its assets, property or rights or
canceling, or agreeing to cancel, any debts or claims;
(vi) Except in the ordinary course of business, entering or agreeing
to enter into any agreement or arrangement granting any preferential rights
to purchase any of its assets, property or rights or requiring the consent
of any party to the transfer and assignment of any of its assets, property
or rights;
(vii) Waiving any rights of value which in the aggregate are material;
(viii) Except in the ordinary course of business, making or permitting
any amendment or termination of any contract, agreement or license to which
it is a party if such amendment or termination is material considering its
business as a whole;
(ix) Except in accordance with past practice, making any accrual or
arrangement for or payment of bonuses or special compensation of any kind
or any severance or termination pay to any present or former officer or
employee;
(x) Except in accordance with past practice, increasing the rate of
compensation payable to or to become payable to any of its officers or
employees or making any material increase in any profit-sharing, bonus,
deferred compensation, savings, insurance, pension, retirement or other
employee benefit plan, payment or arrangement made to, for or with any of
its officers or employees;
(xi) Failing to operate its business in the ordinary course so as to
preserve its business intact and to preserve the goodwill of its customers
and others with whom it has business relations; and
(xii) Entering into any other material transaction other than in the
ordinary course of business.
The Agreement provides that prior to the Effective Date, no director or
officer of Fort Brooke or any of its subsidiaries shall, directly or indirectly,
own, manage, operate, join, control, be employed by or participate in the
ownership, proposed ownership, management, operation or control of or be
connected in any manner with, any business, corporation or partnership which is
competitive to the business of Fort Brooke or its subsidiaries.
The Agreement also provides that (i) Fort Brooke will consult with
BancGroup respecting loan requests in excess of $2,000,000 that are not
single-family residential loan requests and respecting other loan requests
outside the normal course of business, and (ii) Fort Brooke will consult with
BancGroup respecting business issues that Fort Brooke believes should be brought
to the attention of BancGroup.
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COMMITMENTS WITH RESPECT TO OTHER OFFERS
Until the termination of the Agreement, neither Fort Brooke nor any of its
directors or officers (or any person representing any of the foregoing) shall
solicit or encourage inquiries or proposals with respect to, furnish any
information relating to or participate in any negotiations or discussions
concerning, any acquisition or purchase of all or of a substantial portion of
the assets of, or of a substantial equity interest in, Fort Brooke or any
business combination involving Fort Brooke other than as contemplated by the
Agreement. Fort Brooke will notify BancGroup immediately if any such inquiries
or proposals are received by Fort Brooke, if any such information is requested
from Fort Brooke, or if any such negotiations or discussions are sought to be
initiated with Fort Brooke. Fort Brooke shall instruct its officers, directors,
agents or affiliates or their subsidiaries to refrain from doing any of the
above.
INDEMNIFICATION
BancGroup has agreed to indemnify present and former directors and officers
of Fort Brooke and the Bank against liabilities arising out of actions or
omissions occurring at or prior to the Effective Date to the extent provided in
the Florida Business Corporation Act and Fort Brooke's Articles of Incorporation
and Bylaws.
RIGHTS OF DISSENTING SHAREHOLDERS
Holders of Fort Brooke Common Stock as of the Record Date are entitled to
dissenters' rights of appraisal under Florida law. Pursuant to Section 607.1320
of the FBCA, a Fort Brooke shareholder who does not wish to accept the shares of
BancGroup Common Stock to be received pursuant to the terms of the Agreement may
dissent from the Merger and elect to receive the fair value of his shares as of
the day prior to the date the Merger is approved by Fort Brooke shareholders.
In order to exercise appraisal rights, a dissenting shareholder of Fort
Brooke (a "Dissenting Shareholder") must fully comply with the statutory
procedures of Sections 607.1320, 607.1301 and 607.1302 of the FBCA, which are
summarized below. Such Sections are attached hereto as Appendix C. Shareholders
of Fort Brooke are urged to read such Sections in their entirety and to consult
with their legal advisors. Each shareholder of Fort Brooke who desires to assert
his or her appraisal rights is cautioned that failure on his or her part to
adhere strictly to the requirements of Florida law in any regard may cause a
forfeiture of any appraisal rights.
To exercise appraisal rights,
1. A Dissenting Shareholder must file with Fort Brooke, prior to the taking
of the vote on the Merger, a written notice of intent to demand payment
for his or her shares if the Merger is effectuated. A vote against the
Merger will not alone be deemed to be the written notice of intent to
demand payment. A Dissenting Shareholder need not vote against the
Merger, but cannot vote for the Merger.
2. Within ten days after the vote on the Merger is taken, Fort Brooke must
give written notice of the authorization of the Merger, if obtained, to
each Fort Brooke shareholder who filed notice of intent to demand
payment for his shares. WITHIN TWENTY DAYS AFTER THE GIVING OF THE
FOREGOING NOTICE BY FORT BROOKE, EACH DISSENTING SHAREHOLDER MUST FILE
WITH FORT BROOKE A NOTICE OF ELECTION TO DISSENT, STATING HIS OR HER
NAME AND ADDRESS, THE NUMBER OF CLASSES AND SERIES OF SHARES AS TO
WHICH HE OR SHE DISSENTS AND A DEMAND FOR PAYMENT OF THE FAIR VALUE OF
HIS OR HER SHARES. ANY DISSENTING SHAREHOLDER FAILING TO FILE SUCH
ELECTION WITHIN THE PERIOD WILL LOSE HIS OR HER APPRAISAL RIGHTS AND
BE BOUND BY THE TERMS OF THE MERGER. A Dissenting Shareholder filing
an election to dissent must also deposit the certificate(s)
representing his or her shares with Fort Brooke simultaneously with
the filing of the election.
3. Upon filing a notice of election to dissent, a Dissenting Shareholder
shall thereafter be entitled only to payment pursuant to the procedure
set forth in the applicable sections of FBCA and shall not be entitled
to vote or to exercise any other rights of a shareholder. A notice of
election may be withdrawn in writing by the Dissenting Shareholder at
any time before an offer is made by Fort Brooke to pay for
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shares. Upon such withdrawal, the right of the Dissenting Shareholder to
be paid the fair value of his or her shares will cease, and he or she
will be reinstated as a shareholder.
4. Within ten days after the expiration of the period in which a Dissenting
Shareholder may file notice of election to dissent, or within ten days
after the Effective Date of the Merger, whichever is later (but in no
event later than ninety days after the Merger is approved), Fort Brooke
(or BancGroup after the Effective Date) must make a written offer to each
Dissenting Shareholder who has made demand for appraisal for his or her
shares at a price deemed by Fort Brooke to be the fair value thereof.
5. If, within thirty days after the making of such offer, the Dissenting
Shareholder accepts the offer, payment for the shares of the Dissenting
Shareholder is to be made within ninety days after the making of such
offer or the effective date of the Merger, whichever is later. Upon
payment of the agreed value, the Dissenting Shareholder will cease to
have any interest in such shares.
6. If Fort Brooke (or BancGroup, if appropriate) fails to make such offer
within the period specified above or if it makes an offer and a
Dissenting Shareholder fails to accept the same within a period of 30
days thereafter, then Fort Brooke, within 30 days after receipt of
written demand from any Dissenting Shareholder given within 60 days after
the date on which the Merger was effected, shall, or at its election at
any time within such period of 60 days may, file an action in any court
of competent jurisdiction in Dade County requesting that the fair value
of such shares be determined by the Court.
7. If Fort Brooke fails to institute such proceeding within the
above-prescribed period, any Dissenting Shareholder may do so in the name
of Fort Brooke. A copy of the initial pleading will be served on each
Dissenting Shareholder. Fort Brooke is required to pay each Dissenting
Shareholder the amount found to be due within ten days after final
determination of the proceedings. The judgment of the court is payable
only upon and concurrently with the surrender to Fort Brooke of the
certificate(s) representing the shares. Upon payment of the judgment, the
Dissenting Shareholder ceases to have any interest in such shares.
8. The costs and expenses of the court proceeding are determined by the
court and will be assessed against Fort Brooke (or BancGroup, if
appropriate) except that all or any part of such costs and expenses may
be apportioned and assessed against any Dissenting Shareholders who are
parties to the proceeding and to whom Fort Brooke has made an offer to
pay for their shares, if the court finds their refusal to accept such
offer to have been arbitrary, vexatious or not in good faith. Expenses
include reasonable compensation for, and expenses of, appraisers, but
shall exclude the fees and expenses of counsel for, and experts employed
by, any party. If the value of the shares, as determined by the court,
materially exceeds the amount that Fort Brooke offered to pay for the
shares then the court may, in its discretion, award to any Dissenting
Shareholder who is a party to the proceedings, such sum as the court may
determine to be reasonable compensation to any expert(s) employed by the
Dissenting Shareholder in the proceeding.
Successful assertion by Fort Brooke shareholders of their dissenters'
appraisal rights is dependent upon compliance with the requirements described
above. Non-compliance with any provision may result in a failure to perfect
those rights and the loss of any opportunity to receive payment for shares
pursuant to an appraisal.
BECAUSE OF THE COMPLEXITY OF THE PROVISIONS OF THE FLORIDA LAW RELATING TO
DISSENTER'S APPRAISAL RIGHTS, SHAREHOLDERS WHO ARE CONSIDERING DISSENTING FROM
THE MERGER ARE URGED TO CONSULT THEIR OWN LEGAL ADVISERS.
RESALE OF BANCGROUP COMMON STOCK ISSUED IN THE MERGER
The issuance of the shares of BancGroup Common Stock pursuant to the Merger
(including any shares to be issued pursuant to Fort Brooke Options) has been
registered under the Securities Act of 1933 (the "Securities Act"). As a result,
shareholders of Fort Brooke who are not "affiliates" of Fort Brooke (as such
term is defined under the Securities Act) may resell, without restriction, all
shares of BancGroup Common Stock which they receive in connection with the
Merger. Under the Securities Act, affiliates of Fort Brooke are subject to
restrictions on the resale of the BancGroup Common Stock which they receive in
the Merger.
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The BancGroup Common Stock received by affiliates of Fort Brooke who do not
also become affiliates of BancGroup after the consummation of the Merger may not
be sold except pursuant to an effective Registration Statement under the
Securities Act covering such shares or in compliance with Rule 145 promulgated
under the Securities Act or another applicable exemption from the registration
requirements of the Securities Act. Generally, Rule 145 permits BancGroup Common
Stock held by such shareholders to be sold in accordance with certain provisions
of Rule 144 under the Securities Act. In general, these provisions of Rule 144
permit a person to sell on the open market in brokers or certain other
transactions within any three-month period a number of shares that does not
exceed the greater of 1% of the then outstanding shares of BancGroup Common
Stock or the average weekly trading volume in BancGroup Common Stock reported on
the NYSE during the four calendar weeks preceding such sale. Sales under Rule
144 are also subject to the availability of current public information about
BancGroup. The restrictions on sales will cease to apply under most
circumstances once the former Fort Brooke affiliate has held the BancGroup
Common Stock for at least two years. BancGroup Common Stock held by affiliates
of Fort Brooke who become affiliates of BancGroup, if any, will be subject to
additional restrictions on the ability of such persons to resell such shares.
Fort Brooke will provide BancGroup with such information as may be
reasonably necessary to determine the identity of those persons (primarily
officers, directors and principal shareholders) who may be deemed to be
affiliates of Fort Brooke. Fort Brooke will also obtain from each such person a
written undertaking to the effect that no sale or transfer will be made of any
shares of BancGroup Common Stock by such person except pursuant to Rule 145 or
pursuant to an effective registration statement or an exemption from
registration under the Securities Act. Receipt of such an undertaking is a
condition to BancGroup's obligation to close the Merger. If such undertakings
are not received and BancGroup waives receipt of such condition, the
certificates for the shares of BancGroup Common Stock to be issued to such
person will contain an appropriate restrictive legend and appropriate stock
transfer orders will be given to BancGroup's stock transfer agent.
ACCOUNTING TREATMENT
BancGroup will account for the Merger as a pooling-of-interests transaction
in accordance with generally accepted accounting principles, which, among other
things, require that the number of shares of Fort Brooke Common Stock acquired
for cash pursuant to the exercise of dissenters' rights or in lieu of fractional
shares not exceed 10% of the outstanding shares of Fort Brooke Common Stock.
Under this accounting treatment, assets and liabilities of Fort Brooke would be
added to those of BancGroup at their recorded book values, and the shareholders'
equity of the two companies would be combined in BancGroup's consolidated
balance sheet. Financial statements of BancGroup issued after the Effective Date
of the Merger will be restated to reflect the consolidated operations of
BancGroup and Fort Brooke as if the Merger had taken place prior to the periods
covered by the financial statements.
NYSE REPORTING OF BANCGROUP COMMON STOCK ISSUED IN THE MERGER
Sales of BancGroup Common Stock to be issued in the Merger in exchange for
Fort Brooke Common Stock will be reported on the NYSE.
TREATMENT OF FORT BROOKE OPTIONS
ASSUMPTION OF OPTIONS. As of the date of this Prospectus, the Bank had
granted options (the "Fort Brooke Options"), subsequently assumed by Fort
Brooke, which entitle the holders thereof to acquire up to 59,875 shares of Fort
Brooke Common Stock. On the Effective Date, BancGroup shall assume all Fort
Brooke Options outstanding, and each such option shall represent the right to
acquire BancGroup Common Stock on substantially the same terms applicable to the
Fort Brooke Options except as specified below. The registration statement
registering the shares of BancGroup Common Stock issued pursuant to the Merger
also registers the shares of BancGroup Common Stock to be issued upon the
exercise of the Fort Brooke Options assumed by BancGroup. The number of shares
of BancGroup Common Stock to be issued pursuant to such options shall equal the
number of shares of Fort Brooke Common Stock subject to such Fort Brooke Options
multiplied by the Exchange Ratio, provided that no fraction of shares of
BancGroup Common Stock shall be issued and the number of shares of BancGroup
Common Stock to be issued upon the exercise of Fort Brooke Options, if a
fractional share exists, shall equal the number of whole shares obtained by
rounding to the nearest
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<PAGE> 35
whole number, giving account to such fraction. The exercise price for the
acquisition of BancGroup Common Stock shall be the exercise price for each share
of Fort Brooke Common Stock subject to such options divided by the Exchange
Ratio, adjusted appropriately for any rounding to whole shares that may be done.
For these purposes, the "Exchange Ratio" shall mean the result obtained by
dividing $31.50 by the Market Value, provided, an appropriate adjustment will be
made for the BancGroup stock split described at "Conversion of Fort Brooke
Common Stock."
The Fort Brooke Options are issuable pursuant to the Fort Brooke Bank
Nonqualified Stock Option Plan, subsequently assumed by Fort Brooke (the "Option
Plan").
The Option Plan is not qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended, nor is it subject to the Employee Retirement
Income Security Act of 1974. Fort Brooke Options are not transferrable except
under the laws of descent and distribution.
PURPOSE OF THE OPTION PLAN. The purpose of the Option Plan is to assist
Fort Brooke in retaining the employment of valued employees and directors by
offering them a greater stake in Fort Brooke's and the Bank's success and a
closer identity with them, and to aid in obtaining the services of individuals
whose employment would be helpful to the Bank and would contribute to its
success. BancGroup believes that its assumption of the Fort Brooke Options will
be consistent with this purpose. No further options will be granted under the
Option Plan after the Merger. A total of 24 persons currently hold Fort Brooke
Options.
TAX CONSEQUENCES -- NONQUALIFIED OPTIONS. The Fort Brooke Options are not
"incentive stock options" under Section 422 of the Internal Revenue Code of
1986, as amended. Thus, upon the exercise of such an option, ordinary income
will result to the grantee equal to the difference between the price of the
option and the fair market value of the stock subject to the option at the date
of exercise. BancGroup, however, will be entitled to a tax deduction equal to
the amount of ordinary income accruing to the optionee.
The foregoing statements concerning federal income tax treatment are
necessarily general and may not apply in a particular instance. Option holders
should contact their own professional tax advisors for advice concerning their
particular tax situation and any changes in the tax law since the date of this
Prospectus.
ADMINISTRATION. The shares of stock to be delivered upon the exercise of
Fort Brooke Options granted under the Option Plan shall be made available, after
the Merger, from the authorized but unissued shares of BancGroup's Common Stock.
The Option Plan is to be administered, after the Merger, by the Personnel
and Compensation Committee (the "Committee") of the Board of Directors of
BancGroup. All members of the Committee are directors of BancGroup. The Chairman
of the Committee, John C. H. Miller, Jr., receives employee-related compensation
from BancGroup and holds options under BancGroup's stock option plans. Mr.
Miller is a member of a law firm that performs legal services for BancGroup. See
"LEGAL OPINIONS." Another member of the Committee, Jack H. Rainer, is Chairman
of Bankers Credit Life Insurance Company, which provides credit life insurance
on certain loans made by Colonial Bank, BancGroup's Alabama bank subsidiary. The
members of the Committee serve at the pleasure of the Board of Directors of
BancGroup. The Committee shall interpret the Option Plan and resolve questions
presented by holders of options under the Option Plan. Requests for information
or questions about the Option Plan should be directed to BancGroup's Corporate
Secretary, at the offices of BancGroup, Post Office Box 1108, One Commerce
Street, Montgomery, Alabama 36102, telephone: (334) 240-5000.
EXERCISE OF OPTIONS. After a Fort Brooke Option becomes exercisable in
accordance with its terms, it may be exercised by the holder by giving written
notice to BancGroup on a form provided by BancGroup and by paying to BancGroup
in cash the exercise price of the shares to be acquired under the option.
Payment may be made to BancGroup by cash, check, bank draft, or money order, or,
if the Committee agrees in a particular instance, by delivering BancGroup stock
already owned by the option holder.
AMENDMENT AND OTHER MATTERS. BancGroup's Board of Directors may at any
time amend the Option Plan, except that no amendment may make any change in any
option already granted which would adversely affect the rights of any
participant.
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It is not anticipated that BancGroup will make any reports to option
holders regarding the amount or status of Fort Brooke Options held. Option
holders may obtain such information from BancGroup at the address given above.
The shares subject to options will be obtained by BancGroup from authorized
but unissued shares. BancGroup has reserved sufficient authorized but unissued
shares for issuance pursuant to options under the Option Plan and does not
anticipate acquiring any shares in the open market for such purposes.
COMPARATIVE MARKET PRICES AND DIVIDENDS
BANCGROUP
BancGroup Common Stock is listed for trading on the NYSE. The Common Stock
was first listed on the NYSE on February 24, 1995. Prior to February 21, 1995,
BancGroup had two classes of common stock outstanding, Class A and Class B. The
Class B was not publicly traded. The Class A Common Stock was traded in the
over-the-counter market and quoted on the NASDAQ National Market System. The
BancGroup Class A Common Stock had more limited voting rights than the BancGroup
Class B Common Stock. The Class A and Class B Common Stock were reclassified
into one class of Common Stock on February 21, 1995, and the Class A Common
Stock ceased to be quoted on NASDAQ on February 24, 1995.
The following table shows the dividends paid per share and indicates the
high and low closing prices for the BancGroup Class A Common Stock as reported
by the NASDAQ National Market System up to February 24, 1995, and the same
information reported by the NYSE for the BancGroup Common Stock commencing
February 24, 1995.
<TABLE>
<CAPTION>
PRICE AND
DIVIDENDS PAID
--------------- DIVIDENDS
HIGH LOW (PER SHARE)
------ ----- -----------
<S> <C> <C> <C>
1995
1st Quarter............................................... 23 5/8 19 1/2 0.225
2nd Quarter............................................... 27 1/2 23 1/8 0.225
3rd Quarter............................................... 29 7/8 27 1/2 0.225
4th Quarter............................................... 32 7/8 28 1/2 0.225
1996
1st Quarter............................................... 36 1/2 30 0.27
2nd Quarter............................................... 36 1/8 31 1/4 0.27
3rd Quarter............................................... 35 7/8 31 1/4 0.27
4th Quarter............................................... 40 1/4 34 3/4 0.27
1997
1st Quarter (through January 31, 1997).................... 41 5/8 37 3/8 0.30
</TABLE>
On September 23, 1996, the business day immediately prior to the public
announcement of the Merger, the closing price as reported on the NYSE of the
BancGroup Common Stock was $34 3/4 per share.
At September 30, 1996, BancGroup's subsidiaries accounted for approximately
98% of BancGroup's consolidated assets. BancGroup derives substantially all of
its income from dividends received from its subsidiaries. Various statutory
provisions and regulatory policies limit the amount of dividends the subsidiary
banks may pay without regulatory approval. In addition, federal statutes
restrict the ability of subsidiary banks to make loans to BancGroup, and
regulatory policies may also restrict such dividends.
FORT BROOKE
None of the shares of Fort Brooke Common Stock, nor shares of the Bank's
common stock prior to the formation of the Bank's holding company, have been
listed for trading on any exchange or quoted on any NASDAQ system, nor has any
licensed securities broker in the past made, or indicated an expectation in the
future to make, a market in Fort Brooke's outstanding securities. Prior trading
transactions have therefore been infrequent and principally negotiated privately
between the purchaser and seller. During the past two
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<PAGE> 37
years, management is aware that shares have traded at prices ranging from $15.00
to $20.00 and the most recent sale occurred in August, 1996 when 200 shares were
sold at $19.50 per share. Fort Brooke paid cash dividends in the amounts of $.25
per share for the first quarter of 1996 and $.2396 per share for the fourth
quarter of 1996. The Bank did not pay cash dividends in 1995 or 1996 prior to
the formation of Fort Brooke.
At December 31, 1996, the Bank accounted for approximately 100% of Fort
Brooke's consolidated assets and income, the latter by way of dividends declared
and paid with respect to the Bank's capital stock owned by Fort Brooke.
The Agreement limits Fort Brooke's ability to pay dividends prior to the
Effective Date to two dividend payments that are comparable to dividends paid by
BancGroup. See "THE MERGER -- Conduct of Business Pending the Merger."
BANCGROUP CAPITAL STOCK AND DEBENTURES
BancGroup's authorized capital stock consists of 44,000,000 shares of
BancGroup Common Stock, par value $2.50 per share, and 1,000,000 shares of its
Preference Stock, par value $2.50 per share. As of January 10, 1997, there were
issued and outstanding a total of 18,797,859 shares of BancGroup Common Stock.
No shares of Preference Stock are issued and outstanding. BancGroup issued in
1986 $28,750,000 in principal amount of its 7 1/2% Convertible Subordinated
Debentures due 2011 (the "1986 Debentures") of which $7,179,200 were outstanding
as of December 31, 1996 and convertible at any time into 256,400 shares of
BancGroup Common Stock, subject to adjustment. There are 979,088 shares of
BancGroup Common Stock subject to issue upon exercise of options under
BancGroup's stock option plans. In addition to BancGroup Common Stock to be
issued in the Merger, BancGroup will issue additional shares of its Common Stock
in pending acquisitions. See "BUSINESS OF BANCGROUP -- Proposed Affiliate
Banks."
On January 15, 1997, BancGroup announced that its Board of Directors had
declared a two for one split of BancGroup's Common Stock to be effected in the
form of a 100% stock dividend. Stockholders of record of BancGroup Common Stock
will receive one share of BancGroup Common Stock for each share they hold as of
February 4, 1997. The additional shares will be distributed pursuant to the
stock split on February 11, 1997.
The following statements with respect to BancGroup Common Stock and
Preference Stock are brief summaries of material provisions of Delaware law, the
Restated Certificate of Incorporation (the "Certificate"), as amended, and
bylaws of BancGroup, do not purport to be complete and are qualified in their
entirety by reference to the foregoing.
BANCGROUP COMMON STOCK
Dividends. Subject to the rights of holders of BancGroup's Preference
Stock, if any, to receive certain dividends prior to the declaration of
dividends on shares of BancGroup Common Stock, when and as dividends, payable in
cash, stock or other property, are declared by the BancGroup Board of Directors,
the holders of BancGroup Common Stock are entitled to share ratably in such
dividends.
Voting Rights. Each holder of BancGroup Common Stock has one vote for each
share held on matters presented for consideration by the stockholders.
Preemptive Rights. The holders of BancGroup Common Stock have no
preemptive rights to acquire any additional shares of BancGroup.
Issuance of Stock. The BancGroup Certificate authorizes the BancGroup
Board to issue authorized shares of BancGroup Common Stock without stockholder
approval. However, BancGroup's Common Stock is listed on the NYSE, which
requires stockholder approval of the issuance of additional shares of BancGroup
Common Stock under certain circumstances.
Liquidation Rights. In the event of liquidation, dissolution or winding-up
of BancGroup, whether voluntary or involuntary, the holders of BancGroup Common
Stock will be entitled to share ratably in any of
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<PAGE> 38
its assets or funds that are available for distribution to its stockholders
after the satisfaction of its liabilities (or after adequate provision is made
therefor) and after preferences of any outstanding Preference Stock.
PREFERENCE STOCK
BancGroup's Preference Stock may be issued from time to time as a class
without series, or if so determined by the BancGroup Board of Directors, either
in whole or in part in one or more series. The voting rights, and such
designations, preferences and relative, participating, optional or other special
rights, if any, and the qualifications, limitations or restrictions thereof, if
any, including, but not limited to, the dividend rights, conversion rights,
redemption rights and liquidation preferences, if any, of any wholly unissued
series of BancGroup Preference Stock (or of the entire class of BancGroup
Preference Stock if none of such shares has been issued), the number of shares
constituting any such series and the terms and conditions of the issue thereof
may be fixed by resolution of the BancGroup Board of Directors. BancGroup
Preference Stock may have a preference over the BancGroup Common Stock with
respect to the payment of dividends and the distribution of assets in the event
of the liquidation or winding-up of BancGroup and such other preferences as may
be fixed by the BancGroup Board.
1986 DEBENTURES
BancGroup issued in 1986 its 7 1/2% Convertible Subordinated Debentures due
2011 (the "1986 Debentures") in the total principal amount of $28,750,000. The
1986 Debentures were issued under a trust indenture (the "1986 Indenture")
between BancGroup and SunTrust Bank, Atlanta, Georgia, as trustee.
The 1986 Debentures will mature on March 31, 2011, and are convertible at
any time into shares of BancGroup Common Stock at the option of a holder
thereof, at the conversion price of $28 principal amount of the 1986 Debentures
for each share of BancGroup Common Stock. The conversion price is, however,
subject to adjustment upon the occurrence of certain events as described in the
1986 Indenture. In the event all of the outstanding 1986 Debentures are
converted into shares of BancGroup Common Stock in accordance with the 1986
Indenture, a total of 256,400 shares of such BancGroup Common Stock will be
issued. The 1986 Debentures are redeemable, in whole or in part, at the option
of BancGroup at certain premiums until 1996, when the redemption price shall be
equal to 100% of the face amount of the 1986 Debentures plus accrued interest.
The payment of principal and interest on the 1986 Debentures is subordinate, to
the extent provided in the 1986 Indenture, to the prior payment when due of all
Senior Indebtedness of BancGroup. "Senior Indebtedness" is defined as any
indebtedness of BancGroup for money borrowed, or any indebtedness incurred in
connection with an acquisition or with a merger or consolidation, outstanding on
the date of execution of the 1986 Indenture as originally executed, or
thereafter created, incurred or assumed, and any renewal, extension,
modification or refunding thereof, for the payment of which BancGroup (which
term does not include BancGroup's consolidated or unconsolidated subsidiaries)
is at the time of determination responsible or liable as obligor, guarantor or
otherwise. Senior Indebtedness does not include (i) indebtedness as to which, in
the instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such indebtedness is subordinate in right of
payment to any other indebtedness of BancGroup, and (ii) indebtedness which by
its terms states that such indebtedness is subordinate to or equally subordinate
with the 1986 Debentures.
At September 30, 1996, BancGroup's Senior Indebtedness as defined in the
1986 Indenture aggregated approximately $708 million. Such debt includes all
short-term debt consisting of federal funds purchased, securities purchased
under repurchase agreements and borrowings with the Federal Home Loan Bank but
excludes all federally-insured deposits. BancGroup may from time to time incur
additional indebtedness constituting Senior Indebtedness. The 1986 Indenture
does not limit the amount of Senior Indebtedness which BancGroup may incur, nor
does such indenture prohibit BancGroup from creating liens on its property for
any purpose.
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<PAGE> 39
CHANGES IN CONTROL
Certain provisions of the BancGroup Certificate and bylaws may have the
effect of preventing, discouraging or delaying any change in control of
BancGroup. The authority of the BancGroup Board of Directors to issue BancGroup
Preference Stock with such rights and privileges, including voting rights, as it
may deem appropriate may enable the BancGroup Board to prevent a change in
control despite a shift in ownership of the BancGroup Common Stock. See
"General" and "Preference Stock." In addition, the power of BancGroup's Board to
issue additional shares of BancGroup Common Stock may help delay or deter a
change in control by increasing the number of shares needed to gain control. See
"BancGroup Common Stock." The following provisions also may deter any change in
control of BancGroup.
Classified Board. BancGroup's Board of Directors is classified into three
classes, as nearly equal in number as possible, with the members of each class
elected to three-year terms. Thus, one-third of BancGroup's Board of Directors
is elected by stockholders each year. With this provision, two annual elections
are required in order to change a majority of the Board of Directors. There are
currently 19 directors of BancGroup. This provision of BancGroup's Certificate
also stipulates that (i) directors can be removed only for cause upon a vote of
80% of the voting power of the outstanding shares entitled to vote in the
election of directors, voting as a class, (ii) vacancies in the Board may only
be filled by a majority vote of the directors remaining in office, (iii) the
maximum number of directors shall be fixed by resolution of the Board of
Directors, and (iv) the provisions relating to the classified Board can only be
amended by the affirmative vote of the holders of at least 80% of the voting
power of the outstanding shares entitled to vote in the election of directors,
voting as a class.
Business Combinations. Certain "Business Combinations" of BancGroup with a
"Related Person" may only be undertaken with the affirmative vote of at least
75% of the outstanding shares of "Voting Stock," plus the affirmative vote of at
least 67% of the outstanding shares of Voting Stock, not counting shares owned
by the Related Person, unless the Continuing Directors of BancGroup approve such
Business Combination. A "Related Person" is a person, or group, who owns or
acquires 10% or more of the outstanding shares of BancGroup Common Stock,
provided that no person shall be a Related Person if such person would have been
a Related Person on the date of approval of this provision by BancGroup's Board
of Directors, i.e., April 20, 1994. An effect of this provision may be to
exclude Robert E. Lowder, the current Chairman and President of BancGroup, and
certain members of his family from the definition of Related Person. A
"Continuing Director" is a director who was a member of the Board of Directors
immediately prior to the time a person became a Related Person. This provision
may not be amended without the affirmative vote of the holders of at least 75%
of the outstanding shares of Voting Stock, plus the affirmative vote of the
outstanding shares of at least 67% of the outstanding Voting Stock, excluding
shares held by a Related Person. This provision may have the effect of giving
the incumbent Board of Directors a veto over a merger or other Business
Combination that could be desired by a majority of BancGroup's stockholders. As
of January 10, 1997, the Board of Directors of BancGroup owned approximately
10.95% of the outstanding shares of BancGroup Common Stock.
Board Evaluation of Mergers. BancGroup's Certificate permits the Board of
Directors to consider certain factors such as the character and financial
stability of the other party, the projected social, legal, and economic effects
of a proposed transaction upon the employees, suppliers, regulatory agencies and
customers and communities of BancGroup, and other factors when considering
whether BancGroup should undertake a merger, sale of assets, or other similar
transaction with another party. This provision may not be amended except by the
affirmative vote of at least 80% of the outstanding shares of BancGroup Common
Stock. This provision may give greater latitude to the Board of Directors in
terms of the factors which the board may consider in recommending or rejecting a
merger or other Business Combination of BancGroup.
Director Authority. BancGroup's Certificate prohibits stockholders from
calling special stockholders' meetings and acting by written consent. It also
provides that only BancGroup's Board of Directors has the authority to undertake
certain actions with respect to governing BancGroup such as appointing
committees, electing officers, and establishing compensation of officers, and it
allows the Board to act by majority vote.
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<PAGE> 40
Bylaw Provisions. BancGroup's bylaws provide that stockholders wishing to
propose nominees for the Board of Directors or other business to be taken up at
an annual meeting of BancGroup stockholders must comply with certain advance
written notice provisions. These bylaw provisions are intended to provide for
the more orderly conduct of stockholder meetings but could make it more
difficult for stockholders to nominate directors or introduce business at
stockholder meetings.
Delaware Business Combination Statute. Subject to some exceptions,
Delaware law prohibits BancGroup from entering into certain "business
combinations" (as defined) involving persons beneficially owning 15% or more of
the outstanding BancGroup Common Stock (or who is an affiliate of BancGroup and
has over the past three years beneficially owned 15% or more of such stock)
(either, for the purpose of this paragraph, an "Interested Stockholder"), unless
the BancGroup Board has approved either (i) the business combination or (ii)
prior to the stock acquisition by which such person's beneficial ownership
interest reached 15% (a "Stock Acquisition"), the Stock Acquisition. The
prohibition lasts for three years from the date of the Stock Acquisition.
Notwithstanding the preceding, Delaware law allows BancGroup to enter into a
business combination with an Interested Stockholder if (i) the business
combination is approved by the BancGroup Board of Directors and authorized by an
affirmative vote of at least 66 2/3% of the outstanding voting stock of
BancGroup which is not owned by the Interested Stockholder or (ii) upon
consummation of the transaction which resulted in the stockholder becoming an
Interested Stockholder, such stockholder owned at least 85% of the outstanding
stock of BancGroup (excluding BancGroup stock held by officers and directors of
BancGroup or by certain BancGroup stock plans). These provisions of Delaware law
apply simultaneously with the provisions of BancGroup's Certificate relating to
business combinations with a related person, described above at "Business
Combinations," but they are generally less restrictive than BancGroup's
Certificate.
Control Acquisitions. As it relates to BancGroup, the Change in Bank
Control Act of 1978 prohibits a person or group of persons from acquiring
"control" of a bank holding company unless the Federal Reserve has been given 60
days' prior written notice of such proposed acquisition and within that time
period the Federal Reserve has not issued a notice disapproving the proposed
acquisition or extending for up to another 30 days the period during which such
a disapproval may be issued. An acquisition may be made prior to the expiration
of the disapproval period if the Federal Reserve issues written notice of its
intent not to disapprove the action. Under a rebuttable presumption established
by the Federal Reserve, the acquisition of more than 10% of a class of voting
stock of a bank holding company with a class of securities registered under
Section 12 of the Exchange Act, such as BancGroup, would, under the
circumstances set forth in the presumption, constitute the acquisition of
control. The receipt of revocable proxies, provided the proxies terminate within
a reasonable time after the meeting to which they relate, is not included in
determining percentages for change in control purposes.
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<PAGE> 41
COMPARATIVE RIGHTS OF STOCKHOLDERS
If the Merger is consummated, all shareholders of Fort Brooke will become
holders of BancGroup Common Stock. The rights of the holders of the Fort Brooke
Common Stock who become holders of the BancGroup Common Stock following the
Merger will be governed by BancGroup's Certificate and bylaws, as well as the
laws of Delaware, the state in which BancGroup is incorporated.
The following summary compares the rights of the shareholders of Fort
Brooke Common Stock with the rights of the holders of the BancGroup Common
Stock. For a more complete description of the rights of the holders of BancGroup
Common Stock, see "BANCGROUP CAPITAL STOCK AND DEBENTURES."
The following information is qualified in its entirety by BancGroup's
Certificate and bylaws, and Fort Brooke's Articles of Incorporation and bylaws,
the Delaware General Corporation Law (the "Delaware GCL") and the Florida
Business Corporation Act ("FBCA").
DIRECTOR ELECTIONS
Fort Brooke. Fort Brooke's directors are elected annually. Shareholders
may not cumulate votes in connection with such election (nor for any other
purpose).
BancGroup. BancGroup's directors are elected to terms of three years with
approximately one-third of the Board to be elected annually. There is no
cumulative voting in the election of directors. See "BANCGROUP CAPITAL STOCK AND
DEBENTURES -- Changes in Control -- Classified Board."
REMOVAL OF DIRECTORS
Fort Brooke. Fort Brooke's bylaws provide for the removal of a director,
with or without cause, upon the affirmative vote of holders of not less than a
majority of the total voting power of all outstanding shares of voting stock.
BancGroup. The BancGroup Certificate provides that a director may be
removed from office, but only for cause and by the affirmative vote of the
holders of at least 80% of the voting shares then entitled to vote at an
election of directors.
VOTING
Fort Brooke. Each holder of Fort Brooke Common Stock is entitled to cast
one vote for each share held on each issue with respect to which a shareholder
vote is authorized, but may not cumulate votes for the election of directors or
for any other purpose.
BancGroup. Each stockholder of BancGroup is entitled to one vote for each
share of BancGroup Common Stock held, and such holders are not entitled to
cumulative voting rights in the election of directors.
PREEMPTIVE RIGHTS
Fort Brooke. Holders of Fort Brooke Common Stock have no preemptive rights
to subscribe for additional shares on a pro rata or other basis when and if
shares are offered for sale by Fort Brooke.
BancGroup. The holders of BancGroup Common Stock have no preemptive rights
to acquire any additional shares of BancGroup Common Stock or any other shares
of BancGroup capital stock.
DIRECTORS' LIABILITY
Fort Brooke. Section 607.0831 of the FBCA provides that a director of Fort
Brooke will not be personally liable for monetary damages to Fort Brooke or any
other person for any statement, vote, decision or failure to act, regarding
corporate management or policy, by a director unless: (a) the director breached
or failed to perform his duties as a director, and (b) the director's breach of
or failure to perform those duties constitutes: (1) a violation of the criminal
law, unless the director had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful, (2) a
transaction in which the
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<PAGE> 42
director derived an improper personal benefit, (3) a payment of certain unlawful
dividends and distributions, (4) in a proceeding by or in the right of Fort
Brooke to procure judgment in its favor or by or in the right of a shareholder,
conscious disregard for the best interests of Fort Brooke, or willful
misconduct, or (5) in a proceeding by or in the right of someone other than Fort
Brooke or a shareholder, recklessness or an act or omission which was committed
in bad faith or with malicious purpose or in a manner exhibiting wanton and
willful disregard of human rights, safety or property. This provision would
absolve directors of Fort Brooke of personal liability for negligence in the
performance of their duties, including gross negligence. It would not permit a
director to be exculpated, however, from liability for actions involving
conflicts of interest or breaches of the traditional "duty of loyalty" to Fort
Brooke and its shareholders, and it would not affect the availability of
injunctive and other equitable relief as a remedy.
BancGroup. The BancGroup Certificate provides that a director of BancGroup
will have no personal liability to BancGroup or its stockholders for monetary
damages for breach of fiduciary duty as a director except (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) for the payment of certain unlawful dividends
and the making of certain stock purchases or redemptions, or (iv) for any
transaction from which the director derived an improper personal benefit. This
provision would absolve directors of personal liability for negligence in the
performance of duties, including gross negligence. It would not permit a
director to be exculpated, however, for liability for actions involving
conflicts of interest or breaches of the traditional "duty of loyalty" to
BancGroup and its stockholders, and it would not affect the availability of
injunctive or other equitable relief as a remedy.
INDEMNIFICATION
Fort Brooke. Under Section 607.0850 of the FBCA, the directors and
officers of Fort Brooke may be indemnified against certain liabilities which
they may incur in their capacity as officers and directors. Such indemnification
is generally available if the executive acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interest of
Fort Brooke, and with respect to any criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. Indemnification may also be
available unless a court of competent jurisdiction establishes by final
adjudication that the actions or omissions of the executive are material to the
cause of action so adjudicated and constituted: (a) a violation of the criminal
law, unless the executive had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was unlawful;
(b) a transaction from which the executive derived an improper personal benefit;
or (c) willful misconduct or conscious disregard for the best interest of Fort
Brooke in a proceeding by or in the right of Fort Brooke to procure a judgment
in its favor or in a proceeding by or in the right of a shareholder. Fort
Brooke's Articles of Incorporation require Fort Brooke to indemnify its officers
and directors to the full extent permitted by the statute. Further, to the
extent that the proposed indemnitee is successful on the merits or otherwise in
the defense of any action, suit or proceeding (or any claim, issue or matter
therein) he or she must be indemnified against expenses (including attorney's
fees) actually and reasonably incurred by him or her in connection with such
proceeding.
Fort Brooke maintains a directors' and officers' insurance policy pursuant
to which officers and directors of Fort Brooke would be entitled to
indemnification against certain liabilities, including reimbursement of certain
expenses. The Merger Agreement requires BancGroup, subject to certain
conditions, to maintain such policy in effect for four years after the Effective
Date with respect to claims arising from facts or events which occurred before
the Effective Date.
BancGroup. Section 145 of the Delaware GCL contains detailed and
comprehensive provisions providing for indemnification of directors and officers
of Delaware corporations against expenses, judgments, fines and settlements in
connection with litigation. Under the Delaware GCL, other than an action brought
by or in the right of BancGroup, such indemnification is available if it is
determined that the proposed indemnitee acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of
BancGroup and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In actions brought by or
in the right of BancGroup, such indemnification is limited to expenses
(including attorneys' fees) actually and reasonably incurred in the defense or
settlement of such
35
<PAGE> 43
action if the indemnitee acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of BancGroup
and except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person has been adjudged to be liable to BancGroup
unless and only to the extent that the Delaware Court of Chancery or the court
in which the action was brought determines upon application that in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
To the extent that the proposed indemnitee has been successful on the
merits or otherwise in defense of any action, suit or proceeding (or any claim,
issue or matter therein), he or she must be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
BancGroup maintains an officers' and directors' insurance policy and a
separate indemnification agreement pursuant to which officers and directors of
BancGroup would be entitled to indemnification against certain liabilities,
including reimbursement of certain expenses that extends beyond the minimum
indemnification provided by Section 145 of the Delaware GCL.
SPECIAL MEETINGS OF STOCKHOLDERS; ACTION WITHOUT A MEETING
Fort Brooke. Fort Brooke's bylaws authorize a special shareholder meeting
to be called by the board of directors, the chairman of the board or Fort
Brooke's chief executive officer. Section 607.0702 of the FBCA separately
authorizes such a call by the holders of not less than ten percent of the total
voting power of all outstanding shares of voting stock.
Section 607.0704 of the FBCA permits any action required or permitted by
the FBCA to be taken at an annual or special meeting of stockholders to be taken
instead without meeting by written consent of stockholders having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted.
BancGroup. Under the BancGroup Certificate, a special meeting of
BancGroup's stockholders may only be called by a majority of the BancGroup Board
of Directors or by the chairman of the Board of Directors of BancGroup. Holders
of BancGroup Common Stock may not call special meetings or act by written
consent.
MERGERS, SHARE EXCHANGES AND SALES OF ASSETS
Fort Brooke. The FBCA provides that mergers and sales of substantially all
of the property of a Florida corporation must be approved by a majority of the
outstanding shares of the corporation entitled to vote thereon. The FBCA also
provides, however, that the shareholders of a corporation surviving a merger
need not approve the transaction if: (a) the articles of incorporation of the
surviving corporation will not differ from its articles before the merger, and
(b) each shareholder of the surviving corporation whose shares were outstanding
immediately prior to the effective date of the merger will hold the same number
of shares with identical designations, preferences, limitations and relative
rights, immediately after the merger.
BancGroup. The Delaware GCL provides that mergers and sales of
substantially all of the assets of Delaware corporations must be approved by a
majority of the outstanding stock of the corporation entitled to vote thereon.
The Delaware GCL also provides, however, that the stockholders of the
corporation surviving a merger need not approve the transaction if: (i) the
agreement of merger does not amend in any respect the certificate of
incorporation of such corporation; (ii) each share of stock of such corporation
outstanding immediately prior to the effective date of the merger is to be an
identical outstanding or treasury share of the surviving corporation after the
effective date of the merger; and (iii) either no shares of common stock of the
surviving corporation and no shares, securities or obligations convertible into
such stock are to be issued or delivered under the plan of merger, or the
authorized unissued shares or the treasury shares of common stock of the
surviving corporation to be issued or delivered under the plan of merger plus
those initially issuable upon conversion of any other shares, securities or
obligations to be issued or delivered under such plan do not exceed 20% of the
shares of common stock of such corporation outstanding immediately prior to the
effective date of the merger. See also "BANCGROUP CAPITAL STOCK AND
DEBENTURES -- Changes in Control" for a description of the statutory provisions
and the provisions of the BancGroup Certificate relating to changes
36
<PAGE> 44
of control of BancGroup. See "Antitakeover Statutes" for a description of
additional restrictions on business combination transactions.
AMENDMENT OF CERTIFICATE OF INCORPORATION AND BYLAWS
Fort Brooke. Section 607.1002 of the FBCA permits the Board of Directors
to amend the Articles of Incorporation in certain minor respects without
stockholder action, but Section 607.1003 requires most amendments to be adopted
by the stockholders upon recommendation of the Board of Directors. Unless the
FBCA requires a greater vote, amendments may be adopted by a majority of the
votes cast, a quorum being present.
Section 607.1020 of the FBCA permits the Board of Directors to amend or
repeal the bylaws unless the FBCA or the stockholders provide otherwise. The
stockholders entitled to vote have concurrent power to amend or repeal the
bylaws.
BancGroup. Under the Delaware GCL, a Delaware corporation's certificate of
incorporation may be amended by the affirmative vote of the holders of a
majority of the outstanding shares entitled to vote thereon, and a majority of
the outstanding stock of each class entitled to vote as a class, unless the
certificate requires the vote of a larger portion of the stock. The BancGroup
Certificate requires "supermajority" stockholder approval to amend or repeal any
provision of, or adopt any provision inconsistent with, certain provisions in
the BancGroup Certificate governing (i) the election or removal of directors,
(ii) business combinations between BancGroup and a Related Person, and (iii)
board of directors evaluation of business combination procedures. See "BANCGROUP
CAPITAL STOCK AND DEBENTURES -- Changes in Control."
As is permitted by the Delaware GCL, the Certificate gives the Board of
Directors the power to adopt, amend or repeal the bylaws. The stockholders
entitled to vote have concurrent power to adopt, amend or repeal the BancGroup
bylaws.
RIGHTS OF DISSENTING STOCKHOLDERS
Fort Brooke. Holders of Fort Brooke Common Stock as of the Record Date are
entitled to dissenters' rights of appraisal under Florida law. For a description
of such appraisal rights, see "THE MERGER -- Rights of Dissenting Stockholders."
BancGroup. Under the Delaware GCL, a stockholder has the right, in certain
circumstances, to dissent from certain corporate transactions and receive the
fair value of his or her shares in cash in lieu of the consideration he or she
otherwise would have received in the transaction. For this purpose, "fair value"
may be determined by all generally accepted techniques of valuation used in the
financial community, excluding any element of value arising from the
accomplishment or expectation of the transaction, but including elements of
future value that are known or susceptible of proof. Such fair value is
determined by the Delaware Court of Chancery if a petition for appraisal is
timely filed. Appraisal rights are not available, however, to stockholders of a
corporation (i) if the shares are listed on a national securities exchange (as
is BancGroup Common Stock) or quoted on the NASDAQ National Market System, or
held of record by more than 2,000 stockholders (as is BancGroup Common Stock),
and (ii) stockholders are permitted by the terms of the merger or consolidation
to accept in exchange for their shares (a) shares of stock of the surviving or
resulting corporation, (b) shares of stock of another corporation listed on a
national securities exchange or held of record by more than 2,000 stockholders,
(c) cash in lieu of fractional shares of such stock, or (d) any combination
thereof. Stockholders are not permitted appraisal rights in a merger if such
corporation is the surviving corporation and no vote of its stockholders is
required.
PREFERRED STOCK
Fort Brooke. Fort Brooke's Articles of Incorporation do not authorize the
issuance of shares of capital stock other than common voting shares.
BancGroup. The BancGroup Certificate authorizes the issuance of 1,000,000
shares of Preference Stock from time to time by resolution of the BancGroup
Board of Directors. Currently, no shares of
37
<PAGE> 45
Preference Stock are issued and outstanding. See "BANCGROUP CAPITAL STOCK AND
DEBENTURES -- Preference Stock."
EFFECT OF THE MERGER ON FORT BROOKE SHAREHOLDERS
As of January 20, 1997, Fort Brooke had 638 registered shareholders of
record and 990,553 outstanding shares of Fort Brooke Common Stock. As of January
10, 1997, BancGroup had 18,797,859 shares of BancGroup Common Stock outstanding
with 5,747 stockholders of record.
Assuming no exercises of Fort Brooke Options at the Effective Date, a
Market Value of BancGroup Common Stock of $38.8125, calculated as of January 10,
1997, and prior to giving effect to the stock split for BancGroup Common Stock,
an aggregate amount of 803,927 shares of BancGroup Common Stock would be issued
to the shareholders of Fort Brooke pursuant to the Merger. These shares would
represent approximately 4.1% of the total shares of BancGroup Common Stock
outstanding after the Merger, not counting any shares of BancGroup Common Stock
to be issued in other pending acquisitions.
The issuance of the BancGroup Common Stock pursuant to the Merger will
reduce the percentage interest of the BancGroup Common Stock currently held by
each principal stockholder and each director and officer of BancGroup. As a
group, the directors and officers of BancGroup who own approximately 10.95% of
BancGroup's outstanding shares would own approximately 10.52% after the Merger.
See "BUSINESS OF BANCGROUP -- Voting Securities and Principal Stockholders."
38
<PAGE> 46
THE COLONIAL BANCGROUP INC. AND SUBSIDIARIES
CONDENSED PRO FORMA STATEMENT OF CONDITION (UNAUDITED)
(IN THOUSANDS)
The following summary includes (i) the condensed consolidated statement of
condition of BancGroup and subsidiaries as of September 30, 1996, (ii) the
combined presentation of the condensed consolidated statements of condition of
completed combinations: Tomoka Bancorp, Inc. ("Tomoka"), Jefferson Bancorp, Inc.
("Jefferson") and First Family Financial Corporation ("First Family"),
("completed business combinations") as of September 30, 1996, (iii) the
condensed consolidated statement of condition of Fort Brooke Bancorporation and
subsidiary ("Fort Brooke"), as of September 30, 1996, (iv) the combined
presentation of the condensed consolidated statements of condition of other
probable combinations with BancGroup: D/W Bankshares, Inc. ("Bankshares") and
Shamrock Holding, Inc. ("Shamrock"), ("other probable business combinations") as
of September 30, 1996, (v) adjustments to give effect to the proposed and
completed purchase method combinations with Shamrock and First Family,
respectively and the proposed and completed pooling-of-interests method business
combinations with Fort Brooke and Bankshares, and Tomoka and Jefferson,
respectively, (vi) the pro forma combined condensed statement of condition of
BancGroup and subsidiaries as if such combinations had occurred on September 30,
1996.
These pro forma statements should be read in conjunction with the
accompanying notes and the separate consolidated statements of condition of
BancGroup and subsidiaries, incorporated by reference herein and Fort Brooke,
included elsewhere herein. The pro forma information provided below may not be
indicative of future results.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
--------------------------------------------------------------------------------------------
CONSOLIDATED COMPLETED
COLONIAL BUSINESS ADJUSTMENTS/ FORT BROOKE ADJUSTMENTS/
BANCGROUP, INC. COMBINATIONS (DEDUCTIONS) BANCORPORATION (DEDUCTIONS) SUBTOTAL
--------------- ------------ ------------ -------------- ------------ ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Assets:
Cash and due from banks.... $ 150,320 $ 13,676 $ (6,404)(3) $ 8,091 $ 165,683
Interest-bearing
deposits.................. 4,977 5,677 3,209 13,863
Federal funds sold......... 3,625 3,625
Securities available for
sale...................... 289,378 117,512 21,228 428,118
Investment securities...... 297,397 56,368 (1,600)(3) 18,387 370,552
Mortgage loans held for
sale...................... 161,864 1,411 163,275
Loans, net of unearned
income.................... 3,570,490 472,437 133,641 4,176,568
Less: Allowance for
possible loan loss........ (45,098) (3,706) (1,877) (50,681)
---------- -------- -------- -------- -------- ----------
Loans, net................. 3,525,392 468,731 131,764 4,125,887
Premises and equipment,
net....................... 76,620 9,408 900(3) 5,201 92,129
Excess of cost over
tangible and intangible
assets acquired, net...... 30,624 6,014(3) 36,638
Purchased mortgage service
rights.................... 95,076 95,076
Other real estate owned.... 9,246 642 1,398 11,286
Accrued interest and other
assets.................... 72,630 23,682 742(3) 3,318 102,185
(150)(3)
1,963(2)
---------- -------- -------- -------- -------- ----------
Total Assets............... $4,713,524 $700,732 $ 1,465 $192,596 $5,608,317
========== ======== ======== ======== ======== ==========
Liabilities and
Shareholders' Equity:
Deposits................... $3,561,923 $607,358 $173,097 $4,342,378
FHLB short-term
borrowings................ 580,000 29,069 609,069
Other short-term
borrowings................ 134,918 707 135,625
Subordinated debt.......... 7,760 7,760
Other long-term debt....... 24,605 24,605
Other liabilities.......... 74,401 12,003 $ 1,269(3) 2,677 95,515
5,165(2)
---------- -------- -------- -------- -------- ----------
Total liabilities.......... 4,383,607 648,430 6,434 176,481 5,214,952
Common Stock............... 40,742 6,048 (6,043)(1) 7,924 (7,924)(4) 48,641
(5)(3) 2,010(4)
5,481(1)
408(3)
Additional paid in
capital................... 172,413 33,599 (30,726)(1) 4,501 (4,501)(4) 218,346
(2,873)(3) 10,415(4)
28,989(1)
5,996(3)
533(3)
Retained earnings.......... 118,465 18,342 (5,826)(3) 4,041 131,820
(3,202)(2)
Treasury Stock............. (2,299) 2,299(1)
Unearned compensation...... (699) (659) (1,358)
Unrealized gain (loss) on
securities................ (1,004) (2,729) (351) (4,084)
---------- -------- -------- -------- -------- ----------
Total equity............... 329,917 52,302 (4,969) 16,115 393,365
Total liabilities and
equity.................... $4,713,524 $700,732 $ 1,465 $192,596 $ $5,608,317
========== ======== ======== ======== ======== ==========
Capital Ratios:
Capital Ratio............. 8.04% 9.25%
Tangible Leverage Ratio... 6.44% 8.59%
Tier One Capital Ratio*... 9.06% 11.80%
Total Capital Ratio*...... 10.54% 13.05%
<CAPTION>
SEPTEMBER 30, 1996
--------------------------------------------
OTHER PROBABLE PROFORMA
BUSINESS ADJUSTMENTS/ COMBINED
COMBINATIONS (DEDUCTIONS) TOTAL
-------------- ------------ ----------
<S> <C> <C> <C>
Assets:
Cash and due from banks.... $ 9,436 $(11,482)(5) $ 163,637
Interest-bearing
deposits.................. 13,863
Federal funds sold......... 7,328 10,953
Securities available for
sale...................... 57,369 485,487
Investment securities...... 6,959 377,511
Mortgage loans held for
sale...................... 163,275
Loans, net of unearned
income.................... 95,678 4,272,246
Less: Allowance for
possible loan loss........ (1,524) (52,205)
-------- -------- ----------
Loans, net................. 94,154 4,220,041
Premises and equipment,
net....................... 5,129 (90)(5) 97,168
Excess of cost over
tangible and intangible
assets acquired, net...... 116 3,319(5) 40,073
Purchased mortgage service
rights.................... 95,076
Other real estate owned.... 29 11,315
Accrued interest and other
assets.................... 2,665 61(5) 104,911
-------- -------- ----------
Total Assets............... $183,185 $ (8,192) $5,783,310
======== ======== ==========
Liabilities and
Shareholders' Equity:
Deposits................... $160,350 $4,502,728
FHLB short-term
borrowings................ 609,069
Other short-term
borrowings................ 135,625
Subordinated debt.......... 1,425 9,185
Other long-term debt....... 24,605
Other liabilities.......... 2,206 85(5) 97,806
-------- -------- ----------
Total liabilities.......... 163,981 85 5,379,018
Common Stock............... 747 (46)(5) 49,912
(701)(6)
1,271(6)
Additional paid in
capital................... 6,249 (599)(5) 223,426
(5,650)(6)
5,080(6)
Retained earnings.......... 12,628 (7,989)(5) 136,459
Treasury Stock.............
Unearned compensation...... (1,358)
Unrealized gain (loss) on
securities................ (420) 357(5) (4,147)
-------- -------- ----------
Total equity............... 19,204 (8,277) 404,292
Total liabilities and
equity.................... $183,185 $ (8,192) $5,783,310
======== ======== ==========
Capital Ratios:
Capital Ratio............. 7.95%
Tangible Leverage Ratio... 6.52%
Tier One Capital Ratio*... 8.98%
Total Capital Ratio*...... 10.45%
</TABLE>
- ---------------
* Based on risk weighted assets
39
<PAGE> 47
COMPLETED COMBINATIONS
(pooling of interests)
(1) To record the issuance of 2,192,323 shares of BancGroup Common Stock in
exchange for all of the outstanding shares of Tomoka and Jefferson:
<TABLE>
<CAPTION>
OUTSTANDING
SHARES
-----------
<S> <C> <C>
Tomoka outstanding shares................................. 410,913
Conversion ratio, determined as follows:
$32/$39.6938 per share, the 20-day average market value
of BancGroup Common Stock on the fifth day prior to
January 2, 1997...................................... 0.8062
---------
BancGroup shares to be issued............................. 331,267
Jefferson outstanding shares.............................. 3,791,040
Conversion ratio, determined as follows:
$18.90/$38.50 per share, the maximum market value per
the merger agreement, as compared to the 10-day
average market value of BancGroup Common Stock on
January 2, 1997...................................... 0.4909
---------
BancGroup shares to be issued............................. 1,861,056
Par value of 2,192,323 shares issued at $2.50 per share... $ 5,481
Shares issued at par value................................ $ 5,481
Total capital stock of Tomoka and Jefferson............... 34,470
Excess recorded as an increase to contributed capital..... 28,989
----------
34,470
To eliminate Tomoka and Jefferson capital stock:
Common stock, at par value................................ (6,043)
Contributed capital....................................... (30,726)
Treasury stock............................................ 2,299
----------
(34,470)
Net change in equity.............................. $ 0
==========
</TABLE>
(2) To record nonrecurring charges expected to result from the proposed pooling
of interests combination with Jefferson:
<TABLE>
<S> <C>
Accrual of severance pay.................................... $ 4,325
Accrual of discretionary bonus.............................. 840
-------
Total accrual adjustments................................. 5,165
Deferred tax................................................ (1,963)
-------
Net charge to retained earnings............................. $ 3,202
=======
</TABLE>
40
<PAGE> 48
(purchase method)
(3) To assign the amount by which the estimated value of BancGroup's investment
in First Family is in excess of the historical carrying amount of the net
assets acquired, based on the estimated fair value of such net assets and
to record the investment in First Family by the issuance of 163,309 shares
of BancGroup Common Stock and $6,403,750 in cash for all of the outstanding
545,000 shares of First Family as follows:
<TABLE>
<S> <C>
Equity in carrying value of net assets of First Family................... $ 8,704
Adjustments to state assets at fair value:
Write-up of fixed assets............................................... 900
Write-down securities held to maturity................................. (1,600)
Other.................................................................. (150)
Acquisition accruals:
Severance pay.......................................................... (1,013)
Other legal, accounting, and professional.............................. (256)
Tax effect of purchase adjustments....................................... 742
Goodwill................................................................. 6,014
-------
Total adjustments........................................................ 4,637
Adjusted equity in carrying value of net assets.......................... $13,341
=======
Allocated as follows:
Par Value of 163,309 shares issued for all outstanding shares of First
Family................................................................. $ 408
Estimated amount in excess of par value of 163,309 shares of BancGroup
Common Stock issued for First Family outstanding shares at an assumed
market value of $39.2125 per share (10 day average at January 8, 1997
(date of closing))..................................................... 5,996
Stock options to be assumed by BancGroup................................. 533
Cash of $11.75 per share paid to First Family shareholders............... 6,404
-------
Total purchase price..................................................... $13,341
=======
</TABLE>
FORT BROOKE BANCORPORATION
(pooling of interests)
(4) To record the issuance of 803,927 shares of BancGroup Common Stock in
exchange for all of the outstanding shares of Fort Brooke:
<TABLE>
<S> <C> <C>
Fort Brooke outstanding shares............................... 990,553
Conversion ratio, determined as follows:
$31.50/$38.8125 per share, 10-day average market value of
BancGroup Common Stock on January 10, 1997.............. 0.8116
-------
BancGroup shares to be issued................................ 803,927
Par value of 803,927 shares issued at $2.50 per share.......... $ 2,010
Shares issued at par value..................................... $ 2,010
Total capital stock of Fort Brooke............................. 12,425
Excess recorded as an increase in contributed capital........ 10,415
-------
12,425
To eliminate Fort Brooke capital stock:
Common stock, at par value................................... (7,924)
Contributed capital.......................................... (4,501)
-------
(12,425)
-------
Net change in equity.................................... $ 0
=======
</TABLE>
41
<PAGE> 49
OTHER PROBABLE COMBINATIONS
(purchase method)
(5) To assign the amount by which the estimated value of BancGroup's investment
in Shamrock is in excess of the historical carrying amount of the net
assets acquired, based on the estimated fair value of such net assets and
to record the investment in Shamrock by the payment of approximately
$11,482,000 for all of the outstanding shares of Shamrock as follows:
<TABLE>
<S> <C>
Equity in carrying value of net assets of Shamrock.......... $ 8,277
Adjustments to state at fair market value:
Write-down software....................................... (90)
Acquisition Accruals
Main-frame computer software.............................. (36)
Bankpro host software..................................... (9)
Other legal & professional................................ (40)
Tax effect of purchase adjustments.......................... 61
Goodwill.................................................... 3,319
-------
3,205
Adjusted equity in carrying value of net assets............. $11,482
=======
Total adjustments
Allocated as follows:
Cash of $376.79 per share paid to Shamrock shareholders..... 11,482
-------
Total purchase price........................................ $11,482
=======
</TABLE>
(pooling of interests)
(6) To record the issuance of 508,500 shares of BancGroup Common Stock in
exchange for all of the outstanding shares of Bankshares (this transaction
closed on January 31, 1997):
<TABLE>
<S> <C> <C>
Bankshares outstanding shares............................. 700,836
Conversion ratio, determined as follows:
$27.39/$37.75 per share, the maximum market value per
the merger agreement, as compared to the 10-day
average market value of BancGroup Common Stock on
January 10, 1997..................................... 0.7256
--------
BancGroup shares to be issued............................. 508,500
--------
Par value of 508,500 shares issued at $2.50 per share..... $ 1,271
Shares issued at par value................................ $ 1,271
Total capital stock of Bankshares......................... 6,351
Excess recorded as an increase in contributed
capital.............................................. 5,080
--------
6,351
To eliminate Bankshares capital stock:
Common stock, at par value................................ (701)
Contributed capital....................................... (5,650)
--------
(6,351)
--------
Net change in equity.............................. $ 0
========
</TABLE>
42
<PAGE> 50
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
CONDENSED PRO FORMA STATEMENTS OF INCOME (UNAUDITED)
The following summaries include (i) the condensed consolidated statements
of income of BancGroup on a historical basis for the nine months ended September
30, 1996 and 1995 and the years ended December 31, 1995, 1994 and 1993, (ii) the
combined presentation of condensed consolidated statements of income of the
completed business combinations for the nine months ended September 30, 1996 and
1995 and the years ended December 31, 1995, 1994 and 1993, (iii) the condensed
consolidated statements of income of Fort Brooke for the nine months ended
September 30, 1996 and 1995 and the years ended December 31, 1995, 1994 and
1993, (iv) the combined presentation of condensed consolidated statements of
income of the other probable business combinations, for the nine months ended
September 30, 1996 and 1995 and the years ended December 31, 1995, 1994 and
1993, (v) adjustments to give effect to the proposed and completed purchase
method combinations with Shamrock and First Family, respectively and the
proposed and completed pooling-of-interests method business combinations with
Fort Brooke and Bankshares and Tomoka and Jefferson, respectively, and (vi) the
pro forma combined condensed consolidated statements of income of BancGroup and
subsidiaries as if such business combinations had occurred on January 1, 1993.
Note that for the purchase method combinations, Article 11 of Regulation S-X
requires pro forma statements of income to be presented for only the most recent
fiscal year and interim period. Accordingly, only the condensed consolidated
statements of income for the nine months ended September 30, 1996 and the year
ended December 31, 1995 are included in (ii), (iv) and (v) above for First
Family and Shamrock.
These pro forma statements should be read in conjunction with the
accompanying notes and the separate consolidated statements of income of
BancGroup and subsidiaries, incorporated by reference herein, and the statements
of income of Fort Brooke, included elsewhere herein. These pro forma statements
exclude the effect of two nonrecurring charges related to Jefferson in the
amount of $3.2 million net of tax. The pro forma information provided may not
necessarily be indicative of future results.
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1996
--------------------------------------------------------------------------------
CONSOLIDATED COMPLETED
COLONIAL BUSINESS ADJUSTMENTS/ FORT BROOKE ADJUSTMENTS/
BANCGROUP COMBINATIONS (DEDUCTIONS) BANCORPORATION (DEDUCTIONS)
------------ ------------ ------------ -------------- ------------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Interest income....................... $257,063 $37,868 $(2)(1) $10,997
Interest expense...................... 132,035 18,363 4,324
---------- --------- ---------- --------- ----------
Net interest income before provision
for loan losses...................... 125,028 19,505 (2) 6,673
Provision for loan losses............. 6,023 384 (30)
---------- --------- ---------- --------- ----------
Net interest income after provision
for loan losses...................... 119,005 19,121 (2) 6,703
---------- --------- ---------- --------- ----------
Noninterest income.................... 49,854 4,717 1,131
Noninterest expense................... 107,859 19,272 267(1) 6,009
---------- --------- ---------- --------- ----------
Income before income taxes............ 61,000 4,566 (269) 1,825
Income taxes.......................... 21,650 1,648 (13)(1) 624
---------- --------- ---------- --------- ----------
Net Income............................ $ 39,350 $ 2,918 $(256) $ 1,201 $0
========== ========= ========== ========= ==========
Average primary shares outstanding.... 16,465,000 4,865,056 (4,865,056) 1,001,305 (1,001,305)
2,460,710 830,999
Average fully-diluted shares
outstanding.......................... 16,754,000 4,871,462 (4,871,462) 1,001,305 (1,001,305)
2,465,043 831,898
Earnings per share:
Net Income:
Primary............................ $2.39
Fully diluted...................... $2.37
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1996
---------------------------------------------------------
OTHER
PROBABLE PROFORMA
BUSINESS ADJUSTMENTS/ COMBINED
SUBTOTAL COMBINATIONS (DEDUCTIONS) TOTAL
---------- ------------ ------------ ----------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Interest income....................... $305,926 $10,826 $(472)(2) $316,280
Interest expense...................... 154,722 4,975 159,697
---------- --------- ---------- ----------
Net interest income before provision
for loan losses...................... 151,204 5,851 (472) 156,583
Provision for loan losses............. 6,377 313 6,690
---------- --------- ---------- ----------
Net interest income after provision
for loan losses...................... 144,827 5,538 (472) 149,893
---------- --------- ---------- ----------
Noninterest income.................... 55,702 1,175 56,877
Noninterest expense................... 133,407 4,013 125(2) 137,545
---------- --------- ---------- ----------
Income before income taxes............ 67,122 2,700 (597) 69,225
Income taxes.......................... 23,909 817 (165)(2) 24,561
---------- --------- ---------- ----------
Net Income............................ $43,213 $1,883 $(432) $ 44,664
========== ========= ========== ==========
Average primary shares outstanding.... 19,756,709 700,836 (700,836) 20,286,426
529,717
Average fully-diluted shares
outstanding.......................... 20,050,941 700,836 (700,836) 20,628,175
577,234
Earnings per share:
Net Income:
Primary............................ $2.19 $2.20
Fully diluted...................... $2.17 $2.18
</TABLE>
43
<PAGE> 51
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1995
------------------------------------------------------------------------------------------------------
OTHER
CONSOLIDATED COMPLETED PROBABLE
COLONIAL BUSINESS ADJUSTMENTS/ FORT BROOKE ADJUSTMENTS/ BUSINESS
BANCGROUP COMBINATIONS (DEDUCTIONS) BANCORPORATION (DEDUCTIONS) SUBTOTAL COMBINATIONS
------------ ------------ ------------ -------------- ------------ ---------- ------------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
Interest income.... $206,883 $26,229 $10,379 $243,491 $ 7,041
Interest expense... 104,575 11,236 4,105 119,916 3,269
----------- --------- ---------- ----------- ----------- ---------- --------
Net interest income
before provision
for loan
losses........... 102,308 14,993 6,274 123,575 3,772
Provision for loan
losses........... 4,155 265 478 4,898 399
----------- --------- ---------- ----------- ----------- ---------- --------
Net interest income
after provision
for loan
losses........... 98,153 14,728 5,796 118,677 3,373
----------- --------- ---------- ----------- ----------- ---------- --------
Noninterest
income........... 39,291 3,165 928 43,384 1,007
Noninterest
expense.......... 87,049 14,981 4,756 106,786 2,649
----------- --------- ---------- ----------- ----------- ---------- --------
Income before
income taxes..... 50,395 2,912 1,968 55,275 1,731
Income taxes....... 17,963 960 787 19,710 628
----------- --------- ---------- ----------- ----------- ---------- --------
Net Income......... $ 32,432 $ 1,952 $ 0 $ 1,181 $ 0 $ 35,565 $ 1,103
=========== ========= ========== =========== =========== ========== ========
Average primary
shares
outstanding...... 14,826,000 4,205,941 (4,205,941) 1,005,920 (1,005,920) 17,902,963 700,149
2,252,833 824,130
Average
fully-diluted
shares
outstanding...... 15,597,000 4,205,941 (4,205,941) 1,005,920 (1,005,920) 18,691,165 700,149
2,266,762 827,403
Earnings per share:
Net Income:
Primary........ $2.19 $1.99
Fully
diluted...... $2.13 $1.97
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, 1995
---------------------------
PROFORMA
ADJUSTMENTS/ COMBINED
(DEDUCTIONS) TOTAL
------------ ----------
(DOLLARS IN THOUSANDS EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C>
Interest income.... $250,532
Interest expense... 123,185
----------- ----------
Net interest income
before provision
for loan
losses........... 127,347
Provision for loan
losses........... 5,297
----------- ----------
Net interest income
after provision
for loan
losses........... 122,050
----------- ----------
Noninterest
income........... 44,391
Noninterest
expense.......... 109,435
----------- ----------
Income before
income taxes..... 57,006
Income taxes....... 20,338
----------- ----------
Net Income......... $ 0 $ 36,668
=========== ==========
Average primary
shares
outstanding...... (700,149) 18,428,713
525,750
Average
fully-diluted
shares
outstanding...... (700,149) 19,265,803
574,638
Earnings per share:
Net Income:
Primary........ $1.99
Fully
diluted...... $1.95
</TABLE>
44
<PAGE> 52
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
---------------------------------------------------------------------------------------------------
OTHER
CONSOLIDATED COMPLETED PROBABLE
COLONIAL BUSINESS ADJUSTMENTS/ FORT BROOKE ADJUSTMENTS/ BUSINESS
BANCGROUP COMBINATIONS (DEDUCTIONS) BANCORPORATION (DEDUCTIONS) SUBTOTAL COMBINATIONS
------------ ------------ ------------ -------------- ------------ ---------- ------------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
Interest income..... $287,141 $47,421 $(3)(1) $13,929 $348,488 $13,642
Interest expense.... 146,981 22,501 5,588 175,070 6,128
---------- --------- ---------- --------- ---------- ---------- ---------
Net interest income
before provision
for loan losses... 140,160 24,920 (3) 8,341 173,418 7,514
Provision for loan
losses............ 7,350 460 705 8,515 880
---------- --------- ---------- --------- ---------- ---------- ---------
Net interest income
after provision
for loan losses... 132,810 24,460 (3) 7,636 164,903 6,634
---------- --------- ---------- --------- ---------- ---------- ---------
Noninterest
income............ 54,391 6,338 1,266 61,995 1,508
Noninterest
expense........... 122,406 24,838 356(1) 6,129 153,729 5,278
---------- --------- ---------- --------- ---------- ---------- ---------
Income before income
taxes............. 64,795 5,960 (359) 2,773 73,169 2,864
Income taxes........ 23,242 1,957 (17)(1) 1,109 26,291 917
---------- --------- ---------- --------- ---------- ---------- ---------
Net Income.......... $ 41,553 $4,003 $(342) $ 1,664 $ 0 $46,878 $ 1,947
========== ========= ========== ========= ========== ========== =========
Average primary
shares
outstanding....... 15,797,000 4,766,071 (4,766,071) 1,005,920 (1,005,920) 19,055,693 745,194
2,433,370 825,323 526,439
Average fully-
diluted shares
outstanding....... 16,667,000 4,766,071 (4,766,071) 1,005,920 (1,005,920) 19,953,952 797,947
2,456,771 830,181 576,242
Earnings per share:
Net Income:
Primary........... $2.63 $2.46
Fully diluted..... $2.56 $2.40
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
----------------------------
PROFORMA
ADJUSTMENTS/ COMBINED
(DEDUCTIONS) TOTAL
------------ ----------
(DOLLARS IN THOUSANDS EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C>
Interest income..... $(630)(2) $361,500
Interest expense.... 181,198
---------- ----------
Net interest income
before provision
for loan losses... (630) 180,302
Provision for loan
losses............ 9,395
---------- ----------
Net interest income
after provision
for loan losses... (630) 170,907
---------- ----------
Noninterest
income............ 63,503
Noninterest
expense........... 166(2) 159,173
---------- ----------
Income before income
taxes............. (796) 75,237
Income taxes........ (221)(2) 26,987
---------- ----------
Net Income.......... $ (575) $ 48,250
========== ==========
Average primary
shares
outstanding....... (745,194) 19,582,132
Average fully-
diluted shares
outstanding....... (797,947) 20,530,194
Earnings per share:
Net Income:
Primary........... $2.46
Fully diluted..... $2.40
</TABLE>
45
<PAGE> 53
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1994
------------------------------------------------------------------------------------------------
OTHER
CONSOLIDATED COMPLETED PROBABLE
COLONIAL BUSINESS ADJUSTMENTS/ FORT BROOKE ADJUSTMENTS/ BUSINESS
BANCGROUP** COMBINATIONS (DEDUCTIONS) BANCORPORATION (DEDUCTIONS) SUBTOTAL COMBINATIONS
------------ ------------ ------------ -------------- ------------ ---------- ------------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
Interest income..... $211,903 $28,811 $11,613 $252,327 $7,136
Interest expense.... 90,902 8,981 4,504 104,387 2,958
----------- --------- ----------- -------- -------- ----------- ---------
Net interest income
before provision
for loan losses... 121,001 19,830 7,109 147,940 4,178
Provision for loan
losses............ 7,506 412 184 8,102 234
----------- --------- ----------- -------- -------- ----------- ---------
Net interest income
after provision
for loan losses... 113,495 19,418 6,925 139,838 3,944
----------- --------- ----------- -------- -------- ----------- ---------
Noninterest
income............ 47,752 4,823 1,319 53,894 732
Noninterest
expense........... 115,677 20,050 7,213 142,940 3,077
----------- --------- ----------- -------- -------- ----------- ---------
Income before income
taxes............. 45,570 4,191 1,031 50,792 1,599
Income taxes........ 15,829 736 412 16,977 482
----------- --------- ----------- -------- -------- ----------- ---------
Net Income.......... $ 29,741 $ 3,455 $ 0 $ 619 $ 0 $ 33,815 $1,117
=========== ========= =========== ======== ======== =========== =========
Average primary
shares
outstanding....... 14,898,000 4,042,576 (4,042,576) 984,711 (984,711) 17,941,116 696,719
2,225,344 817,772
Average
fully-diluted
shares
outstanding....... 15,665,000 4,042,576 (4,042,576) 984,711 (984,711) 18,708,116 696,719
2,225,344 817,772
Earnings per share:
Net Income:
Primary......... $2.00 $1.88
Fully diluted... $1.97 $1.87
<CAPTION>
YEAR ENDED DECEMBER 31, 1994
----------------------------
PROFORMA
ADJUSTMENTS/ COMBINED
(DEDUCTIONS) TOTAL
------------ ----------
(DOLLARS IN THOUSANDS
EXCEPT PER SHARE AMOUNTS)
<S> <C> <C>
Interest income..... $259,463
Interest expense.... 107,345
---------- -----------
Net interest income
before provision
for loan losses... 152,118
Provision for loan
losses............ 8,336
---------- -----------
Net interest income
after provision
for loan losses... 143,782
---------- -----------
Noninterest
income............ 54,626
Noninterest
expense........... 146,017
---------- -----------
Income before income
taxes............. 52,391
Income taxes........ 17,459
---------- -----------
Net Income.......... $ 0 $ 34,932
========== ===========
Average primary
shares
outstanding....... (696,719) 18,466,162
525,046
Average
fully-diluted
shares
outstanding....... (696,719) 19,233,162
525,046
Earnings per share:
Net Income:
Primary......... $1.89
Fully diluted... $1.87
</TABLE>
46
<PAGE> 54
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1993
------------------------------------------------------------------------------------------------
OTHER
CONSOLIDATED COMPLETED PROBABLE
COLONIAL BUSINESS ADJUSTMENTS/ FORT BROOKE ADJUSTMENTS/ BUSINESS
BANCGROUP COMBINATIONS (DEDUCTIONS) BANCORPORATION (DEDUCTIONS) SUBTOTAL COMBINATIONS
------------ ------------ ------------ -------------- ------------ ---------- ------------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
Interest income.......... $160,829 $29,437 $11,296 $201,562 $5,735
Interest expense......... 66,357 8,886 4,630 79,873 2,639
---------- --------- ---------- ------- -------- ---------- ---------
Net interest income
before provision for
loan losses............. 94,472 20,551 6,666 121,689 3,096
Provision for loan
losses.................. 8,850 2,397 344 11,591 238
---------- --------- ---------- ------- -------- ---------- ---------
Net interest income after
provision for loan
losses.................. 85,622 18,154 6,322 110,098 2,858
---------- --------- ---------- ------- -------- ---------- ---------
Noninterest income....... 43,445 6,094 1,435 50,974 760
Noninterest expense...... 98,501 20,775 6,312 125,588 2,338
---------- --------- ---------- ------- -------- ---------- ---------
Income before income
taxes................... 30,566 3,473 1,445 35,484 1,280
Income taxes............. 9,780 563 522 10,865 419
---------- --------- ---------- ------- -------- ---------- ---------
Income before
extraordinary items and
the cumulative change in
accounting for income
taxes................... 20,786 2,910 923 24,619 861
---------- --------- ---------- ------- -------- ---------- ---------
Extraordinary Items, net
of tax.................. (463) (463)
Cumulative effect of a
change in accounting for
income taxes............ 3,650 36 3,686 67
---------- --------- ---------- ------- -------- ---------- ---------
Net Income............... $ 23,973 $ 2,946 $ 923 $ 0 $ 27,842 $ 928
========== ========= ========== ======= ======== ========== =========
Average primary shares
outstanding............. 12,613,000 3,902,878 (3,902,878) 966,864 (966,864) 15,641,654 696,726
2,208,165 820,489
Average fully-diluted
shares outstanding...... 13,706,000 3,902,878 (3,902,878) 966,864 (966,864) 16,734,654 696,726
2,208,165 820,489
Earnings per share:
Income before
extraordinary items
and cumulative effect
of a change in
accounting principle:
Primary............... $1.65 $1.57
Fully diluted......... $1.64 $1.57
Net Income:
Primary............... $1.90 $1.78
Fully diluted......... $1.87 $1.76
<CAPTION>
YEAR ENDED DECEMBER 31, 1993
----------------------------
PROFORMA
ADJUSTMENTS/ COMBINED
(DEDUCTIONS) TOTAL
------------ ----------
(DOLLARS IN THOUSANDS
EXCEPT PER SHARE AMOUNTS)
<S> <C> <C>
Interest income.......... $207,297
Interest expense......... 82,512
-------- ----------
Net interest income
before provision for
loan losses............. 124,785
Provision for loan
losses.................. 11,829
-------- ----------
Net interest income after
provision for loan
losses.................. 112,956
-------- ----------
Noninterest income....... 51,734
Noninterest expense...... 127,926
-------- ----------
Income before income
taxes................... 36,764
Income taxes............. 11,284
-------- ----------
Income before
extraordinary items and
the cumulative change in
accounting for income
taxes................... 25,480
-------- ----------
Extraordinary Items, net
of tax.................. (463)
Cumulative effect of a
change in accounting for
income taxes............ 3,753
-------- ----------
Net Income............... $ 0 $ 28,770
======== ==========
Average primary shares
outstanding............. (696,726) 16,164,435
522,781
Average fully-diluted
shares outstanding...... (696,726) 17,257,435
522,781
Earnings per share:
Income before
extraordinary items
and cumulative effect
of a change in
accounting principle:
Primary............... $1.58
Fully diluted......... $1.57
Net Income:
Primary............... $1.78
Fully diluted......... $1.76
</TABLE>
47
<PAGE> 55
PRO FORMA ADJUSTMENTS:
(In thousands)
Adjustments Applicable to the purchase method business combinations with
First Family(1) and Shamrock(2):
(1) To amortize the assignment of estimated fair value in excess of the
carrying amount of assets acquired. The amortization consists of the
following:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- ------------
<S> <C> <C>
Increases in income:
Amortization of other write downs (2-5 year period)........ $ 34 $ 45
Amortization of write-down on securities portfolio (5 year
period)................................................. 240 320
Decreases in income:
Earnings forgone on $6,403,750 cash at an average interest
rate 5.75%.............................................. (276) (368)
----- -----
Total.............................................. (2) (3)
----- -----
Increase in expense:
Additional depreciation due to write-up in building and
premises (20 year period)............................... (34) (45)
Amortization of goodwill (20 year period).................. (233) (311)
----- -----
Total.............................................. (267) (356)
----- -----
Net decrease in income before tax............................ (269) (359)
----- -----
Tax effect of the pro forma adjustments (other than goodwill
amortization).............................................. 13 17
----- -----
Net decrease in income....................................... $(256) $ (342)
----- -----
</TABLE>
(2) To amortize the assignment of estimated fair value in excess of the
carrying amount of assets acquired. The amortization consists of the
following:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- ------------
<S> <C> <C>
Increases in income:
Amortization of write down on software (3 year period)..... $ 23 $ 30
Decreases in income:
Earnings forgone on $11,482,000 cash at an average interest
rate 5.75%.............................................. (495) (660)
----- -----
Total.............................................. (472) (630)
Increase in expense:
Amortization of goodwill (20 year period).................. (125) (166)
----- -----
Total.............................................. (125) (166)
Net decrease in income before tax............................ (597) (796)
Tax effect of the pro forma adjustments (other than goodwill
amortization).............................................. 165 221
----- -----
Net decrease in income....................................... $(432) $ (575)
----- -----
</TABLE>
48
<PAGE> 56
RECENT DEVELOPMENTS -- BANCGROUP
BancGroup -- Recent Unaudited Results
The following table presents certain unaudited data for BancGroup for the
period ended December 31, 1996. Unaudited historical data reflect, in the
opinion of management, all adjustments (consisting of normal recurring
adjustments) necessary to a fair presentation of such data. The unaudited
financial information is presented for informational purposes only and is not
necessarily indicative of the financial position or results of operations which
would have actually occurred if the transactions had been consummated in the
past or which may be obtained in the future.
THE COLONIAL BANCGROUP, INC.
SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
% CHANGE
DEC. 31, DEC. 31, DEC. 31,
1996 1995 1996 TO 1995
---------- ---------- ------------
(DOLLARS IN THOUSANDS, EXCEPT PER
SHARE AMOUNTS)
<S> <C> <C> <C>
STATEMENT OF CONDITION SUMMARY
Total assets............................................... $4,870,332 $4,202,194 16%
Loans, net of unearned income.............................. 3,680,415 3,175,506 16
Total earning assets....................................... 4,428,086 3,823,233 16
Deposits................................................... 3,583,669 3,204,260 12
Shareholders' equity....................................... 343,182 289,463 19
Book value per share....................................... $ 20.96 $ 18.65 12
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DEC. 31,
------------------------------
% CHANGE
1996 1995 96 TO 95
-------- -------- --------
<S> <C> <C> <C>
EARNINGS SUMMARY
Net interest income (taxable equivalent)........................ $171,969 $142,706 21%
Provision for loan losses....................................... 9,121 7,350 24
Noninterest income.............................................. 65,982 53,993 22
Noninterest expense (excl SAIF special assessment).............. 139,651 122,204 14
SAIF special assessment*........................................ 3,817
Income (excl SAIF special assessment)........................... 56,074 41,553 35
Net income...................................................... $ 53,608 $ 41,553 29
Average primary shares outstanding.............................. 16,531 15,797
Average fully diluted shares outstanding........................ 16,896 16,667
Earnings per share excluding SAIF special assessment*:
Primary....................................................... $ 3.39 $ 2.63 29
Fully diluted................................................. 3.35 2.56 31
Earnings per common share:
Primary....................................................... $ 3.24 2.63 23
Fully-diluted................................................. 3.20 $ 2.56 25
</TABLE>
49
<PAGE> 57
<TABLE>
<CAPTION>
YEAR ENDED DEC.
31,
---------------
1996 1995
----- -----
<S> <C> <C>
SELECTED RATIOS:
Return on average assets..................................................... 1.19% 1.14%
Return on average assets (excl SAIF assessment)*............................. 1.24 1.14
Return on average equity..................................................... 16.80 16.57
Return on average equity (excl SAIF assessment)*............................. 17.57 16.57
Efficiency ratio (excl SAIF assessment)*..................................... 58.69 62.13
Equity to assets............................................................. 7.05 6.89
Total capital................................................................ 8.05 8.20
Tier one leverage............................................................ 6.65 6.40
</TABLE>
- ---------------
* Legislation approving a one-time special assessment on SAIF deposits resulted
in $3,817,000 in expense before income taxes and $2,466,000 net of applicable
income taxes in the third quarter.
Net income for year ended December 31, 1996 was $53,608,000 compared to
$41,553,000 for the previous period, a 29% increase. Earnings per share for the
year were $3.20 on a fully diluted basis, a 25% increase over 1995. The
company's return on average equity was 16.8% compared to 16.57% in 1995. Return
on average assets was 1.19% compared to 1.14% in 1995.
50
<PAGE> 58
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
SELECTED FINANCIAL AND OPERATING INFORMATION
The following tables present certain selected financial information for
BancGroup on a historical basis as of September 30, 1996 and 1995 and December
31, 1995, 1994, 1993, 1992 and 1991 and on a pro forma basis as of September 30,
1996 and December 31, 1995, and on a historical and pro forma basis for the nine
months ended September 30, 1996 and 1995 and for the years ended December 31,
1995, 1994, 1993, 1992 and 1991.
The pro forma information includes consolidated BancGroup and subsidiaries
and consolidated Fort Brooke, Bankshares, Tomoka, First Family, Shamrock and
Jefferson. The pro forma balance sheet data gives effect to the combinations as
if they had occurred on September 30, 1996 and the pro forma operating data
gives effect to the combinations as if they had occurred at the beginning of the
earliest period presented.
The following selected financial information should be read in conjunction
with the discussion set forth in "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and all of the financial
statements included elsewhere in this Prospectus or incorporated by reference.
In the opinion of BancGroup, all adjustments necessary for a fair presentation
of the results of the interim periods have been included, and all adjustments
are of a normal and recurring nature. The results of operations for the interim
period ended September 30, 1996 are not necessarily indicative of future
results.
SELECTED FINANCIAL DATA
COLONIAL BANCGROUP (PRO FORMA) AND COLONIAL BANCGROUP (HISTORICAL -- AS
RESTATED)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------------------
BANCGROUP BANCGROUP BANCGROUP BANCGROUP
PRO FORMA HISTORICAL PRO FORMA HISTORICAL
1996 1996 1995 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Statement of Income:
Interest income...................................... $316,280 $257,063 $250,532 $206,883
Interest expense..................................... 159,697 132,035 123,185 104,575
-------- -------- -------- --------
Net interest income.................................. 156,583 125,028 127,347 102,308
Provision for possible loan losses................... 6,690 6,023 5,297 4,155
-------- -------- -------- --------
Net interest income after provision for possible loan
losses............................................. 149,893 119,005 122,050 98,153
Noninterest income................................... 56,877 49,854 44,391 39,291
Noninterest expense.................................. 137,545 107,859 109,435 87,049
-------- -------- -------- --------
Income before income taxes........................... 69,225 61,000 57,006 50,395
Applicable income taxes.............................. 24,561 21,650 20,338 17,963
-------- -------- -------- --------
Net Income........................................... $ 44,664 $ 39,350 $ 36,668 $ 32,432
======== ======== ======== ========
Earnings Per Common Share
Net Income:
Primary............................................ $ 2.20 $ 2.39 $ 1.99 $ 2.19
Fully-diluted...................................... $ 2.18 $ 2.37 $ 1.95 $ 2.13
Average shares outstanding:
Primary............................................ 20,286 16,465 18,429 14,826
Fully-diluted...................................... 20,639 16,754 19,266 15,597
Cash dividends per common share:(1)
Common............................................. $ 0.81 $ 0.81 $ 0.675 $ 0.675
</TABLE>
- ---------------
(1) On February 21, 1995, the Class A and Class B Common Stock were reclassified
into one class of Common Stock.
51
<PAGE> 59
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
------------------------------------------------------ -----------------------------------------------------
BANCGROUP BANCGROUP BANCGROUP BANCGROUP BANCGROUP BANCGROUP BANCGROUP BANCGROUP BANCGROUP BANCGROUP
PRO FORMA PRO FORMA PRO FORMA PRO FORMA PRO FORMA HISTORICAL HISTORICAL HISTORICAL HISTORICAL HISTORICAL
1995 1994 1993 1992 1991 1995 1994 1993 1992 1991
--------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Statement of
Income:
Interest income... $361,500 $259,463 $207,297 $176,211 $183,245 $287,141 $211,903 $160,829 $146,486 $150,462
Interest
expense......... 181,198 107,345 82,512 77,682 104,487 146,981 90,902 66,357 67,389 87,717
--------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
Net interest
income.......... 180,302 152,118 124,785 98,529 78,758 140,160 121,001 94,472 79,097 62,745
Provision for
possible loan
losses.......... 9,395 8,336 11,829 12,701 10,083 7,350 7,506 8,850 8,956 7,097
--------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
Net interest
income after
provision for
possible loan
losses.......... 170,907 143,782 112,956 85,828 68,675 132,810 113,495 85,622 70,141 55,648
Noninterest
income.......... 63,503 54,626 51,734 43,885 36,349 54,391 47,752 43,445 37,027 32,668
Noninterest
expense......... 159,173 146,017 127,926 104,098 87,319 122,406 115,677 98,501 85,636 72,377
--------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
Income before
income taxes.... 75,237 52,391 36,764 25,615 17,705 64,795 45,570 30,566 21,532 15,939
Applicable income
taxes........... 26,987 17,459 11,284 7,605 5,052 23,242 15,829 9,780 5,742 4,197
--------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
Income before
extraordinary
items and the
cumulative
effect of a
change in
accounting for
income taxes.... 48,250 34,932 25,480 18,010 12,653 41,553 29,741 20,786 15,790 11,742
Extraordinary
items, net of
income taxes.... (463) 831 (463) 831
Cumulative effect
of change in
accounting for
income taxes.... 3,753 3,650
--------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
Net Income........ $ 48,250 $ 34,932 $ 28,770 $ 18,010 $ 13,484 $ 41,553 $ 29,741 $ 23,973 $ 15,790 $ 12,573
========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Earnings Per
Common Share
Income before
extraordinary
items and the
cumulative
effect of a
change in
accounting for
income taxes:
Primary......... $ 2.46 $ 1.89 $ 1.58 $ 1.38 $ 1.03 $ 2.63 $ 2.00 $ 1.65 $ 1.44 $ 1.15
Fully-diluted... $ 2.40 $ 1.87 $ 1.57 $ 1.38 $ 1.03 $ 2.56 $ 1.97 $ 1.64 $ 1.44 $ 1.15
Net Income:
Primary......... $ 2.46 $ 1.89 $ 1.78 $ 1.38 $ 1.10 $ 2.63 $ 2.00 $ 1.90 $ 1.44 $ 1.23
Fully-diluted... $ 2.40 $ 1.87 $ 1.76 $ 1.38 $ 1.10 $ 2.56 $ 1.97 $ 1.87 $ 1.44 $ 1.23
Average shares
outstanding:
Primary......... 19,582 18,466 16,164 13,007 12,230 15,797 14,898 12,613 10,996 10,219
Fully-diluted... 20,530 19,233 17,257 14,318 13,572 16,667 15,665 13.706 12,307 11,561
Cash dividends per
common share:(1)
Common.......... $ 0.675 $ 0.675
Class A......... $ 0.225 $ 0.80 $ 0.71 $ 0.67 $ 0.63 $ 0.225 $ 0.80 $ 0.71 $ 0.67 $ 0.63
Class B......... $ 0.125 $ 0.40 $ 0.31 $ 0.27 $ 0.23 $ 0.125 $ 0.40 $ 0.31 $ 0.27 $ 0.23
</TABLE>
- ---------------
(1) On February 21, 1995, the Class A and Class B Common Stock were reclassified
into one class of Common Stock.
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
---------------------- -----------------------------------------------------------
BANCGROUP BANCGROUP BANCGROUP BANCGROUP BANCGROUP BANCGROUP BANCGROUP
PRO FORMA HISTORICAL HISTORICAL HISTORICAL HISTORICAL HISTORICAL HISTORICAL
1996 1996 1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Condition
At period end:
Total assets............................... $5,783,310 $4,713,524 $4,202,194 $3,219,082 $3,104,410 $2,027,455 $1,861,980
Loans, net of unearned income.............. 4,272,246 3,570,490 3,175,506 2,352,870 1,963,052 1,330,928 1,200,443
Mortgage loans held for sale............... 163,275 161,864 110,486 60,726 361,496 144,215 105,219
Deposits................................... 4,502,728 3,561,923 3,204,260 2,504,461 2,444,418 1,697,648 1,601,973
Long-term debt............................. 33,790 32,365 29,142 69,203 57,397 22,979 27,225
Shareholders' equity....................... 404,292 329,917 289,463 224,018 198,389 123,952 111,437
Average daily balances:
Total assets............................... $5,488,245 $4,447,621 $3,659,140 $3,074,619 $2,379,628 $1,978,313 $1,779,767
Interest-earning assets.................... 5,027,881 4,059,163 3,333,887 2,768,705 2,100,674 1,730,373 1,583,046
Loans, net of unearned income.............. 4,037,594 3,370,975 2,708,633 2,138,371 1,494,053 1,273,486 1,187,081
Mortgage loans held for sale............... 139,035 139,035 97,511 131,121 241,683 118,510 65,373
Deposits................................... 4,147,649 3,333,913 2,828,864 2,471,657 1,876,026 1,665,417 1,531,672
Shareholders' equity....................... 397,774 313,218 250,826 214,543 144,216 117,822 103,330
Book value per share at period end........... $ 20.25 $ 20.24 $ 18.65 $ 15.62 $ 14.40 $ 11.04 $ 11.08
Tangible book value per share at period
end........................................ $ 17.92 $ 17.86 $ 16.82 $ 14.33 $ 13.21 $ 10.45 $ 10.39
Selected Ratios
Income before extraordinary items and the
cumulative effect of a change in
accounting for income taxes to:
Average assets........................... .81 1.20 1.14 0.97 0.87 0.80 0.66
Average shareholders' equity............. 11.23 17.05 16.57 13.86 14.41 13.40 11.36
Net Income to:
Average assets........................... .81 1.20 1.14 0.97 1.01 0.80 0.71
Average shareholders' equity............. 11.23 17.05 16.57 13.86 16.62 13.40 12.17
Efficiency ratio............................. 64.44 58.91 62.13 67.65 70.40 72.41 74.11
Dividend payout ratio........................ 29.14 29.91 25.32 24.99 20.22 26.44 30.71
Average equity to average total assets....... 7.25 7.04 6.89 6.98 6.06 5.96 5.81
Allowance for possible loan losses to total
loans (net of unearned income)............. 1.22 1.26 1.31 1.57 1.58 1.55 1.44
</TABLE>
52
<PAGE> 60
FORT BROOKE BANCORPORATION
SUMMARY CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following tables present selected historical financial data for Fort
Brooke and the Bank. With respect to the information for the nine-month periods
ended September 30, 1995 and 1996, which is unaudited, such interim results are
not necessarily indicative of results for the entire year but include all
adjustments (none of which were other than normal recurring accruals) which, in
the opinion of management, are necessary for a fair presentation of such
results. These tables should be read in conjunction with the historical
financial statements and notes thereto included elsewhere in this Joint Proxy
Statement and Prospectus.
SELECTED FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
AT OR FOR THE
-----------------------------------------------------------------------------
NINE MONTHS ENDED
SEPTEMBER 30 YEAR ENDED DECEMBER 31,
--------------------- -----------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
--------- --------- --------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
At Period End:
Cash and cash equivalents................... $ 11,300 $ 10,587 $ 11,997 $ 8,436 $ 17,650 $ 12,344 $ 11,866
Investment securities....................... 39,615 45,726 43,719 45,041 44,095 37,621 35,086
Loans, net.................................. 131,764 115,757 122,511 112,370 102,052 107,143 118,251
All other assets............................ 9,917 9,069 8,889 9,463 8,997 7,901 8,703
--------- --------- --------- ------- ------- ------- -------
Total assets.......................... 192,596 181,139 $ 187,116 175,310 172,794 165,009 173,906
========= ========= ========= ======= ======= ======= =======
Deposit accounts.............................. 173,097 163,427 168,297 157,877 158,212 148,724 156,836
All other liabilities......................... 3,384 2,376 3,019 3,676 1,111 3,745 5,976
Stockholders' equity.......................... 16,115 15,336 15,800 13,757 13,471 12,540 11,094
--------- --------- --------- ------- ------- ------- -------
Total liabilities and stockholders'
equity.............................. $ 192,596 $ 181,139 $ 187,116 $175,310 $172,794 $165,009 $173,906
========= ========= ========= ======= ======= ======= =======
For the Period:
Total interest income....................... 10,997 10,379 13,929 11,613 11,296 12,654 15,338
Total interest expense...................... 4,324 4,105 5,588 4,504 4,630 6,071 9,620
--------- --------- --------- ------- ------- ------- -------
Net interest income........................... 6,673 6,274 8,341 7,109 6,666 6,583 5,718
Provision (credit) for credit losses.......... (30) 478 705 184 344 1,726 1,216
--------- --------- --------- ------- ------- ------- -------
Net interest income after provision for credit
losses...................................... 6,703 5,796 7,636 6,925 6,322 4,857 4,502
Other income.................................. 1,131 928 1,266 1,319 1,435 1,708 1,559
Other expenses................................ 6,009 4,756 6,129 7,213 6,312 6,487 5,908
--------- --------- --------- ------- ------- ------- -------
Earnings before income tax provision and
cumulative effect of change in accounting
principle................................... 1,825 1,968 2,773 1,031 1,445 78 153
Income tax provision.......................... 624 787 1,109 412 522 34 175
--------- --------- --------- ------- ------- ------- -------
Net earnings (loss) before cumulative effect
of change in accounting principle........... 1,201 1,181 1,664 619 923 44 (22)
Cumulative benefit for effect of change in
accounting principle........................ -- -- -- -- -- -- 173
--------- --------- --------- ------- ------- ------- -------
Net earnings.................................. $ 1,201 $ 1,181 $ 1,664 $ 619 $ 923 $ 44 $ 151
========= ========= ========= ======= ======= ======= =======
Earnings (loss) per share before cumulative
effect of accounting change................. $ 1.20 $ 1.17 $ 1.65 $ .63 $ .95 $ .05 $ (.03)
========= ========= ========= ======= ======= ======= =======
Net earnings per share (1).................... $ 1.20 $ 1.17 $ 1.65 $ .63 $ .95 $ .05 $ .20
========= ========= ========= ======= ======= ======= =======
Weighted average number of shares
outstanding(1).............................. 1,001,305 1,005,920 1,005,920 984,711 966,864 867,243 762,560
========= ========= ========= ======= ======= ======= =======
Ratios and Other Data:
Return on average assets.................... 0.84% 0.89% .93% .36% .56% .03% .09%
Return on average equity.................... 9.84 10.76 11.18 4.59 7.16 .37 1.39
Average equity to average assets............ 8.53 8.23 8.27 7.79 7.81 7.09 6.09
Interest-rate spread during the period...... 4.05 3.93 4.16 3.99 3.92 3.73 2.85
Net yield on average interest-earning
assets.................................... 8.09 8.33 5.03 4.55 4.41 4.30 3.45
Noninterest expenses to average assets...... 4.20 3.57 3.41 4.17 3.82 3.90 3.53
</TABLE>
53
<PAGE> 61
<TABLE>
<CAPTION>
AT OR FOR THE
----------------------------------------------------------------------------
NINE MONTHS ENDED
SEPTEMBER 30 YEAR ENDED DECEMBER 31,
--------------------- ----------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
--------- --------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of average interest-earning assets to
average interest-bearing liabilities....... 1.33% 1.27% 1.26% 1.19% 1.16% 1.14% 1.10%
Nonperforming loans, in-substance foreclosed
loans and real estate owned as a percentage
of total assets at end of period........... 1.02% 1.30% 1.10% 1.47% 1.39% 2.00% 3.71%
Allowance for credit losses as a percentage
of total loans at end of period............ 1.40% 1.30% 1.37% 1.37% 1.37% 1.05% 1.11%
Total number of banking offices.............. 8 7 7 7 8 7 7
Total shares outstanding at end of
period(1).................................. 990,553 1,005,920 1,005,920 1,005,920 966,864 966,864 819,290
Book value per share at end of period(1)..... 16.27% 15.25% $ 15.71 $ 13.68 $ 13.93 $ 12.97 $ 13.54
</TABLE>
- ---------------
(1) Presented to reflect 10% stock dividend declared in 1995.
54
<PAGE> 62
FORT BROOKE BANCORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion is provided to afford the reader an understanding
of the major elements of the Bank's financial condition, results of operation,
capital resources and liquidity. It should be read in conjunction with the
financial statements and notes thereto and other information appearing elsewhere
in this Joint Proxy Statement and Prospectus.
GENERAL
Fort Brooke is a one-bank holding company and its only current business is
the ownership and operation of the Bank. On July 10, 1996 the common
stockholders of the Bank exchanged their common shares for common shares of Fort
Brooke, and at that time the Bank became a wholly-owned subsidiary of Fort
Brooke. The formation of Fort Brooke and exchange of shares has been accounted
for as a pooling of interests. Shares held by dissenting shareholders were
retired prior to the exchange and that liability will be settled for cash.
The Bank is a SAIF-insured state-chartered commercial bank headquartered in
Brandon, Florida. The Bank was founded on March 20, 1981 as a state savings and
loan association. On December 31, 1991, the Bank converted from a savings and
loan association to a commercial bank. On July 14, 1994, the Bank merged with
The Merchant Bancorporation of Florida ("Merchant"). Merchant was a one-bank
holding company operating The Merchant Bank of Florida. The merger has been
accounted for as a pooling of interests. Fort Brooke operates eight retail
banking offices in Hillsborough County, Florida and its main business is to
attract deposits and to invest those funds in loans including both secured and
unsecured commercial loans, construction and permanent residential mortgage
loans, and to a lesser extent, the origination of loans secured by commercial
and multi-family residential real estate properties and consumer loans.
At September 30, 1996, Fort Brooke had total assets of $192.6 million (an
increase of 2.9% over the $187.1 million recorded at December 31, 1995) and
total stockholders' equity of $16.1 million (up 1.9% over the $15.8 million at
December 31, 1995). For the nine months ended September 30, 1996 it had
consolidated net earnings of $1,201,000 an increase of 1.2% from the nine months
ending September 30, 1995 of $1,181,000.
During the nine months ended September 30, 1996 net loans receivable
increased to $131.8 million from $122.5 million or 7.6% as of December 31, 1995.
The Bank's portfolio of investment securities decreased to $39.6 million as of
September 30, 1996 from $43.8 million at December 31, 1995. The Bank's deposits
increased to $173.0 million as of September 30, 1996 from $168.3 million as of
December 31, 1995. The 6.4% increase in deposits reflected the Bank's strategy
of continuing to accept and retain deposit accounts for which funds can be
prudently invested.
At December 31, 1995, the Bank had total assets of $187.1 million (an
increase of 6.77% over the $175.3 million recorded at December 31, 1994) and
total stockholders' equity of $15.8 million (up 14.5% over the $13.8 million at
December 31, 1994). For the year ended December 31, 1995, it had consolidated
net earnings of $1,664,000, an increase of 169% from the previous year's total
of $619,000.
During the year ended December 31, 1995 net loans receivable increased
$10.1 million or 9.0%. The Bank's portfolio of investment securities decreased
to $43.7 million as of December 31, 1995 from $45.0 million as of December 31,
1994. The Bank's deposits increased to $168.3 million as of December 31, 1995
from $157.9 million as of December 31, 1994.
PENDING ACQUISITION OF FORT BROOKE
On November 18, 1996, management entered into an agreement to merge Fort
Brooke into Colonial Bancgroup ("Colonial"). Colonial will exchange sufficient
common stock to equal $31.50 per share for 990,553 shares of Fort Brooke. This
transaction is subject to the approval of stockholders and various regulatory
authorities.
55
<PAGE> 63
REGULATION AND LEGISLATION
As a state-chartered commercial bank, the Bank is subject to extensive
regulation by the Department and the FDIC. The Bank files reports with the
Department and the FDIC concerning its activities and financial condition, in
addition to obtaining regulatory approvals prior to entering into certain
transactions such as mergers with or acquisitions of other financial
institutions. Periodic examinations are performed by the Department and the FDIC
to monitor the Bank's compliance with the various regulatory requirements. The
Bank is also subject to regulation by the Board of Governors with respect to
reserves required to be maintained against deposits and certain other matters.
As a Florida corporation, it is subject to that state's banking laws and to
certain regulation by the Florida Department of State.
CREDIT RISK
The Bank's business activity entails potential loan losses, the magnitude
of which depend on a variety of economic factors affecting borrowers which are
beyond the control of the Bank. While the Bank has instituted underwriting
guidelines and credit review procedures to protect the Bank from avoidable
credit losses, some losses will inevitably occur.
The following table sets forth certain information regarding non-accrual
loans and real estate owned, the ratio of such loans and real estate owned to
total assets as of the dates indicated, and certain other related information:
<TABLE>
<CAPTION>
AT DECEMBER 31,
-----------------------------------------------
1995 1994 1993 1992 1991
------- ------- ------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Nonaccrual loans:
Real estate loans:
Residential......................... $ 184 $ 184 $ 247 $ 297 $ 338
Commercial.......................... 542 528 18 703 1,914
Consumer and other loans............... 186 108 61 50 404
------- ------- ------- ------- -------
Total nonperforming loans...... 912 820 326 1,050 2,656
Other real estate owned:
Real estate acquired by foreclosure or
deed in lieu of foreclosure......... 1,147 1,847 2,076 2,246 3,802
------- ------- ------- ------- -------
Total nonperforming loans, and
other real estate owned...... 2,059 2,667 2,402 3,296 6,458
Allowance for loan losses................ (1,702) (1,562) (1,426) (1,145) (1,346)
------- ------- ------- ------- -------
Total nonperforming loans and
other real estate owned,
net.......................... $ 357 $ 1,105 $ 976 $ 2,151 $ 5,112
======= ======= ======= ======= =======
Total nonperforming loans to
total assets................. .49% .43% .09% .12% 1.53%
======= ======= ======= ======= =======
Total nonperforming loans and
other real estate owned to
total assets................. 1.10% 1.47% 1.39% 2.00% 3.71%
======= ======= ======= ======= =======
Total nonperforming loans and
other real estate owned, net
to total assets.............. .19% .63% .56% 1.30% 2.94%
======= ======= ======= ======= =======
</TABLE>
56
<PAGE> 64
The following table sets forth information with respect to activity in the
Bank's allowance for loan losses during the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Average loans outstanding, net...... $114,502 $100,905 $102,772 $110,599 $126,640
======== ======== ======== ======== ========
Allowance at beginning of period.... $ 1,562 $ 1,426 $ 1,145 $ 1,346 $ 903
-------- -------- -------- -------- --------
Charge-offs:
Residential real estate
loans........................ 39 -- 2 45 158
Commercial real estate loans... 17 32 -- 121 476
Commercial loans............... 410 23 60 1,823 95
Consumer loans................. 189 96 121 46 70
-------- -------- -------- -------- --------
Total loans charge-off.... 655 151 183 2,035 799
Recoveries........................ 90 103 120 108 26
-------- -------- -------- -------- --------
Net charge-offs (recoveries)... 565 48 63 1,927 773
Provision for loan losses
charged to operating
expenses..................... 705 184 344 1,726 1,216
-------- -------- -------- -------- --------
Allowance at end of year....... $ 1,702 $ 1,562 $ 1,426 $ 1,145 $ 1,346
======== ======== ======== ======== ========
Ratio of net charge-offs to
average loans outstanding.... .0049 .0005 .0006 .0174 .0061
======== ======== ======== ======== ========
Ratio allowance to period-end
loans........................ .0137 .0137 .0137 .0105 .0111
======== ======== ======== ======== ========
Period end total loans.............. $124,164 $114,135 $103,760 $108,896 $120,871
======== ======== ======== ======== ========
</TABLE>
RESULTS OF OPERATIONS
The operating results of the Bank depend primarily on its net interest
income, which is equal to the difference between interest income on
interest-earning assets and interest expense on interest-bearing liabilities,
consisting primarily of deposits. Net interest income is determined by reference
to (i) the difference between yields earned on interest-earning assets and rates
paid on interest-bearing liabilities ("interest-rate spread"), and (ii) the
relative amounts of interest-earning assets and interest-bearing liabilities.
The Bank's interest-rate spread is affected by regulatory, economic and
competitive factors that influence interest rates, loan demand and deposit
flows. In addition, the Bank's net earnings are also affected by the level of
nonperforming loans and real estate owned, as well as the level of its
non-interest bearing income and non-interest paying expenses, such as salaries
and employee benefits, occupancy and equipment costs and provisions for losses
on real estate owned and income taxes.
The following table sets forth for the periods indicated information
regarding (i) the total dollar amount of interest and dividend income of the
Bank from interest-earning assets and the resultant average yields; (ii) the
total dollar amount of interest expense on interest-bearing liabilities and the
resultant average cost; (iii) net interest/dividend income; (iv) interest-rate
spread; and (v) interest margin. Average balances are based upon daily balances.
57
<PAGE> 65
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, YEAR ENDED DECEMBER 31,
--------------------------------------------------------------- ------------------------------
1996 1995 1995
------------------------------ ------------------------------ ------------------------------
INTEREST INTEREST INTEREST AVERAGE
AVERAGE AND YIELD/ AVERAGE AND YIELD/ AVERAGE AND YIELD/
BALANCE DIVIDENDS RATE BALANCE DIVIDENDS RATE BALANCE DIVIDENDS RATE
-------- --------- ------- -------- --------- ------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans(1).................... $127,310 $ 8,859 9.28% $113,267 $ 8,152 9.60% $114,502 $10,883 9.50%
Investment securities....... 41,851 1,897 6.04 42,280 1,870 5.90 42,985 2,567 5.97
Other interest-earning
assets(2)................. 12,005 241 2.68 10,618 357 4.48 8,315 479 5.76
-------- ------- -------- ------- -------- -------
Total................. 181,166 10,997 8.09 166,165 10,379 8.33 165,802 13,929 8.40
------- ------- -------
Noninterest-earning assets.... 9,549 11,641 14,178
-------- -------- --------
Total................. $190,715 $177,806 $179,980
======== ======== ========
Interest-bearing liabilities:
Savings and NOW accounts.... 32,594 524 2.16 31,076 553 2.37 31,331 662 2.11
Money market deposits....... 20,620 424 2.74 23,138 516 2.97 23,296 690 2.96
Certificates of deposit..... 80,615 3,305 5.47 73,616 2,947 5.34 74,911 4,135 5.52
Borrowings.................. 2,580 71 3.67 2,538 89 4.67 2,223 101 4.54
-------- ------- -------- ------- -------- -------
Total interest-bearing
liabilities......... 136,409 4,324 4.23 130,368 4,105 4.20 131,761 5,588 4.24
------- ------- -------
Noninterest-bearing
liabilities................. 38,038 32,802 33,337
Stockholders' equity.......... 16,268 14,636 14,882
-------- -------- --------
Total liabilities and
stockholders'
equity.............. $190,715 $177,806 $179,980
======== ======== ========
Net interest/dividend
income...................... $ 6,673 $ 6,274 $ 8,341
======= ======= =======
Interest-rate spread(3)....... 3.86% 4.13% 4.16%
==== ==== ====
Net yield on average interest-
earning assets(4)........... 4.91% 5.03% 5.03%
==== ==== ====
Ratio of average
interest-earning assets to
average interest-bearing
liabilities................. 1.33 1.27 1.26
======== ======== ========
<CAPTION>
1994 1993
------------------------------ ------------------------------
INTEREST AVERAGE INTEREST AVERAGE
AVERAGE AND YIELD/ AVERAGE AND YIELD/
BALANCE DIVIDENDS RATE BALANCE DIVIDENDS RATE
-------- --------- ------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans(1).................... $100,905 $ 8,824 8.74% $102,772 $ 8,790 8.55%
Investment securities....... 47,305 2,397 5.07 39,941 2,209 5.53
Other interest-earning
assets(2)................. 8,039 392 4.88 8,415 297 3.53
-------- ------ -------- ------
Total................. 156,249 11,613 7.43 151,128 11,296 7.47
------ ------
Noninterest-earning assets.... 16,896 13,979
-------- --------
Total................. $173,145 $165,107
======== ========
Interest-bearing liabilities:
Savings and NOW accounts.... 32,086 653 2.03 28,579 594 2.08
Money market deposits....... 27,518 654 2.38 22,576 530 2.35
Certificates of deposit..... 70,157 3,141 4.48 78,395 3,482 4.44
Borrowings.................. 1,322 56 4.24 781 24 3.07
-------- ------ -------- ------
Total interest-bearing
liabilities......... 131,083 4,504 3.44 130,331 4,630 3.55
------ ------
Noninterest-bearing
liabilities................. 28,570 21,881
Stockholders' equity.......... 13,492 12,895
-------- --------
Total liabilities and
stockholders'
equity.............. $173,145 $165,107
======== ========
Net interest/dividend
income...................... $ 7,109 $ 6,666
====== ======
Interest-rate spread(3)....... 3.99% 3.92%
==== ====
Net yield on average interest-
earning assets(4)........... 4.55% 4.41%
==== ====
Ratio of average
interest-earning assets to
average interest-bearing
liabilities................. 1.19 1.16
======== ========
</TABLE>
- ---------------
(1) Includes nonaccrual loans.
(2) Includes interest-bearing deposits.
(3) Interest-rate spread represents the difference between the average yield on
interest-earning assets and the average cost of interest-bearing
liabilities.
(4) Net interest margin is net interest income divided by average
interest-earning assets.
58
<PAGE> 66
RATE/VOLUME ANALYSIS
The following table sets forth certain information regarding changes in
interest income and interest expense of the Bank for the periods indicated. For
each category of interest-earning assets and interest-bearing liabilities,
information is provided on changes attributable to (1) changes in rate (change
in rate multiplied by prior volume), (2) changes in volume (change in volume
multiplied by prior rate) and (3) changes in rate-volume (change in rate
multiplied by change in volume).
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1995 VS. 1994
---------------------------------
INCREASE (DECREASE) DUE TO
---------------------------------
RATE/
RATE VOLUME VOLUME TOTAL
------ ------ ------ ------
<S> <C> <C> <C> <C>
Interest-earning assets:
Loans....................................................... $ 767 $1,188 $104 $2,059
Investment securities....................................... 426 (219) (37) 170
Other interest-earning assets............................... 71 13 3 87
------ ------ ---- ------
Total............................................... $1,264 $ 982 $ 70 $2,316
------ ------ ---- ------
Interest-bearing liabilities:
Deposits:
Savings and NOW accounts................................. $ 26 $ (15) $ (2) $ 9
Money market accounts.................................... 160 (100) (24) 36
Certificate accounts..................................... 729 213 52 994
Borrowings.................................................. 4 38 3 45
------ ------ ---- ------
Total............................................... 919 136 29 1,084
------ ------ ---- ------
Net change in net interest income............................. $ 345 $ 846 $ 41 $1,232
====== ====== ==== ======
</TABLE>
<TABLE>
<CAPTION>
1994 VS. 1993
---------------------------------
INCREASE (DECREASE) DUE TO
---------------------------------
RATE/
RATE VOLUME VOLUME TOTAL
------ ------ ------ ------
<S> <C> <C> <C> <C>
Interest-earning assets:
Loans....................................................... $ 196 $ (159) $ (3) $ 34
Investment securities....................................... (184) 407 (35) 188
Other interest-earning assets............................... 114 (13) (6) 95
------ ------ ---- ------
Total............................................... 126 235 (44) 317
------ ------ ---- ------
Interest-bearing liabilities:
Deposits:
Savings and NOW accounts................................. (14) 74 (1) 59
Money market accounts.................................... 7 116 1 124
Certificate accounts..................................... 30 (367) (4) (341)
Borrowings.................................................. 9 17 6 32
------ ------ ---- ------
Total............................................... 32 (160) 2 (126)
------ ------ ---- ------
Net change in net interest income............................. $ 94 $ 395 $(46) $ 443
====== ====== ==== ======
</TABLE>
59
<PAGE> 67
The rates and yields are as follows:
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
YIELD OR RATE AT
------------------------------
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- ------------
<S> <C> <C>
Yields and Rates:
Loans.................................................... 8.94% 9.23%
Securities............................................... 6.30 6.30
All interest-bearing assets.............................. 8.33 8.44
Savings and NOW accounts................................. 1.97 2.08
Money market accounts.................................... 2.72 2.78
Certificates of deposit.................................. 5.48 5.64
All interest-bearing liabilities......................... 4.28 4.30
Interest-rate spread..................................... 4.05 4.14
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
A Florida-chartered commercial bank is required to maintain a liquidity
reserve of at least 15% of its total transaction accounts and 8% of its total
nontransaction accounts less those deposits of certain public funds. The
liquidity reserve may consist of cash on hand, cash on demand with other
correspondent banks and other investments and short-term marketable securities
as determined by the rules of the Department, such as federal funds sold and
United States securities or securities guaranteed by the United States. As of
December 31, 1995 and September 30, 1996, the Bank's liquidity totaled,
respectively, $54.0 million and $49.7 million, or approximately 32.1% and 29.0%
of its total deposits.
The following table sets forth the carrying value of the Bank's investment
portfolio as of the dates indicated:
<TABLE>
<CAPTION>
1995 1994 1993
------- ------- -------
<S> <C> <C> <C>
Investment securities available-for-sale:
U.S. Government and agency obligations.............. $11,856 $ 3,268 $ 7,803
Municipal bonds..................................... 252 2,006 3,639
Mortgage-backed securities.......................... 11,969 10,889 19,034
------- ------- -------
Total available-for-sale.................... 24,077 16,163 30,476
------- ------- -------
Investment securities held-to-maturity:
U.S. Government and agency obligations.............. 9,942 18,010 12,130
Municipal bonds..................................... 2,228 2,229 1,489
Mortgage-backed securities.......................... 7,472 8,639 --
------- ------- -------
Total held-to-maturity...................... 19,642 28,878 13,619
------- ------- -------
Total....................................... $43,719 $45,041 $44,095
======= ======= =======
</TABLE>
The following table sets forth, by maturity distribution, certain
information pertaining to the Bank's investment securities portfolio ($ in
thousands):
<TABLE>
<CAPTION>
ONE YEAR AFTER ONE YEAR AFTER FIVE YEARS DUE AFTER
OR LESS TO FIVE YEARS TO TEN YEARS TEN YEARS TOTAL
------------------ ------------------ ------------------ ------------------ ------------------
CARRYING AVERAGE CARRYING AVERAGE CARRYING AVERAGE CARRYING AVERAGE CARRYING AVERAGE
VALUE YIELD VALUE YIELD VALUE YIELD VALUE YIELD VALUE YIELD
-------- ------- -------- ------- -------- ------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
December 31, 1995
U.S. Government and
agency
obligations......... $1,999 4.47% $18,292 6.52% $1,507 6.49% $ -- --% $21,798 6.33%
Municipal
securities.......... -- -- 252 4.35 2,228 5.29 -- -- 2,480 5.19
Mortgage-backed
securities.......... 136 8.22 1,178 6.86 -- -- 18,127 6.52 19,441 6.55
------ ---- ------- ---- ------ ---- ------- ---- ------- ----
Total........... $2,135 4.71% $19,722 6.51% $3,735 5.77% $18,127 6.52% $43,719 6.36%
====== ==== ======= ==== ====== ==== ======= ==== ======= ====
</TABLE>
60
<PAGE> 68
During the year ended December 31, 1995 and the nine-month period ended
September 30, 1996, the Bank's primary sources of funds consisted of principal
payments on loans and investment securities, proceeds from sales and maturities
of investment securities and net increases in deposits. The Bank used its
capital resources principally to purchase investment securities and fund
existing and continuing loan commitments. At December 31, 1995 and September 30,
1996, the Bank had commitments to originate loans totalling, respectively, $5.3
million and $8.7 million. Scheduled maturities of certificates of deposit during
the 12 months following December 31, 1995 and September 30, 1996 totalled $49.9
million and $50.3 million as of those stated dates.
REGULATORY CAPITAL REQUIREMENTS
For the purpose of evaluating what should constitute the minimum capital
adequacy of a financial institution Federal banking regulators have adopted
regulations which make reference to the institution's "Tier 1 leverage" capital
and also to its "total" capital. In most instances, "Tier 1 leverage" capital
will consist solely of funds permanently committed to the institution (i.e.
stockholders' equity), less net intangible assets. Conversely, "total" capital
(comprised of the sum of Tier 1 and supplementary, or Tier 2, capital) includes
not only stockholders' equity, but an allowance for loan losses (subject to
limitations). Under FDIC regulations, the Bank is required to meet certain
minimum capital thresholds. The requirement is not a valuation allowance and has
not been created by charges against earnings; rather it represents a restriction
on stockholders' equity. The following chart compares the minimum capital ratios
required by the FDIC to the ratios maintained by the Bank:
<TABLE>
<CAPTION>
REGULATORY RATIOS OF
REQUIREMENT THE BANK
----------- ---------
<S> <C> <C>
At December 31, 1995:
Total capital to risk weighted assets.......................... 8.00% 13.64%
Tier I capital to risk weighted assets......................... 4.00 12.39
Tier I capital to risk weighted assets -- leverage ratio....... 4.00 8.55
At September 30, 1996:
Total capital to risk weighted assets.......................... 8.00% 13.05%
Tier I capital to risk weighted assets......................... 4.00 11.80
Tier I capital to risk weighted assets -- leverage ratio....... 4.00 8.59
</TABLE>
ASSET AND LIABILITY MANAGEMENT
As part of its asset and liability management, the Bank has emphasized
establishing and implementing internal asset-liability decision processes, as
well as communications and control procedures to aid in managing the Bank's
earnings. Management believes that these processes and procedures provide the
Bank with better capital planning, asset mix and volume controls, loan-pricing
guidelines, and deposit interest-rate guidelines which should result in tighter
controls and less exposure to interest-rate risk.
The matching of assets and liabilities may be analyzed by examining the
extent to which such assets and liabilities are "interest-rate sensitive" and by
monitoring an institution's interest rate sensitivity "gap." An asset or
liability is said to be interest-rate sensitive within a specific time period if
it will mature or reprice within that time period. The interest-rate sensitivity
gap is defined as the difference between interest-earning assets and
interest-bearing liabilities maturing or repricing within a given time period.
The gap ratio is computed as rate-sensitive assets to rate-sensitive
liabilities. A gap ratio of 1.0% represents perfect matching. A gap is
considered positive when the amount of interest-rate sensitive assets exceeds
interest-rate sensitive liabilities. A gap is considered negative when the
amount of interest-rate sensitive liabilities exceeds interest-rate sensitive
assets. During a period of rising interest rates, a negative gap would adversely
affect net interest income, while a positive gap would result in an increase in
net interest income. During a period of falling interest rates, a negative gap
would result in an increase in net interest income, while a positive gap would
adversely affect net interest income.
61
<PAGE> 69
In order to minimize the potential for adverse effects of material and
prolonged increases in interest rates on the Bank's results of operations,
management continues to monitor asset and liability management policies to
better match the maturities and repricing terms of the Bank's interest-earning
assets and interest-bearing liabilities. Such policies have consisted primarily
of: (i) emphasizing the origination of adjustable-rate loans; (ii) maintaining a
stable core deposit base; and (iii) maintaining a significant portion of liquid
assets (cash and short-term investments).
The Bank has also maintained a relatively large portfolio of liquid assets
(cash and assets maturing or repricing in one year or less) in order to reduce
its vulnerability to shifts in market rates of interest. At December 31, 1995
and September 30, 1996, 28.9% and 25.8%, respectively, of the Bank's total
assets consisted of cash and short-term U.S. Government securities, and its
overall liquidity ratio was approximately 32.1% and 29.0% of total deposits.
The Bank seeks to maintain a large stable core deposit base by providing
quality service to its customers without significantly increasing its cost of
funds or operating expenses. The success of the Bank's core deposit strategy is
demonstrated by the stability of its money-market deposit accounts, savings
accounts and NOW accounts, which, in the aggregate, totaled $52.9 million,
representing 31.4% of total deposits at December 31, 1995, and $51.5 million or
29.8% of such deposits at September 30, 1996. These accounts bore a weighted-
average nominal rate of 2.37% at December 31, 1995 and 2.24% at September 30,
1996. Management anticipates that these accounts will continue to increase and
in the future comprise a significant portion of its deposit base.
As of December 31, 1995, the Bank's cumulative one-year interest-rate
sensitivity gap was a positive 18.85%, and at September 30, 1996 it was a
positive 18.75%. Although management believes that the implementation of the
referenced strategies has reduced the potential adverse effects of changes in
interest rates on the Bank's results of operations, any substantial and
prolonged increase in market interest rates could have an adverse impact on the
Bank's results of operations. Management monitors the Bank's interest-rate
sensitivity gap on a quarterly basis, using First Tennessee Bank to provide both
a practical and a theoretical gap report. The practical gap report is based on
the Federal Reserve Board's March 26, 1993 draft for incorporating Interest-Rate
Risk into Risk-Based Capital Standards. Management believes that its present gap
position is appropriate for the current interest-rate environment.
The Bank's management goals are ahead of expectations in all areas,
including liquidity, volatile dependency and rate sensitivity. Although
management believes little can be done until the maturity of the Bank's deposits
occur to effect changes in rate sensitivity, the asset mix continues to move
toward less rate sensitivity for all time periods, and that while a negative gap
will continue in the one year time period, it should decline in line with
management goals.
[The balance of this page is intentionally left blank]
62
<PAGE> 70
The following table sets forth certain information relating to the Bank's
interest-earning assets and interest-bearing liabilities at December 31, 1995
that are estimated to mature or are scheduled to reprice within the period
shown:
<TABLE>
<CAPTION>
MORE THAN MORE THAN
ONE YEAR TO FIVE
ONE YEAR FIVE YEARS YEARS TOTAL
--------- ----------- --------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Mortgage and commercial loans(1)(2):
Adjustable rate (all property
types)............................ $ 56,666 $ 4,097 $ 69 $ 60,832
Fixed rate........................... 7,416 25,687 18,120 51,223
-------- ------- ------- --------
Total mortgage loans......... 64,082 29,784 18,189 112,055
Consumer and other loans............... 5,300 4,120 2,689 12,109
Interest-bearing deposits.............. 1,092 -- -- 1,092
Investments(3)(4)...................... 14,894 19,723 9,912 44,529
-------- ------- ------- --------
Total rate-sensitive
assets..................... 85,368 53,627 30,790 169,785
-------- ------- ------- --------
Deposit accounts(5):
Certificates of deposit.............. 49,904 29,555 772 80,231
Savings and NOW accounts............. 31,334 -- -- 31,334
Money-market accounts................ 21,551 -- -- 21,551
Other borrowings..................... 1,965 -- -- 1,965
-------- ------- ------- --------
Total rate-sensitive
liabilities................ 104,754 29,555 772 135,081
-------- ------- ------- --------
GAP (repricing differences)............ $ (19,386) $24,072 $30,018 $ 34,704
======== ======= ======= ========
Cumulative GAP......................... $ (19,386) $ 4,686 $34,704
======== ======= =======
Cumulative GAP/total assets............ (10.36)% 2.50% 18.54%
======== ======= =======
</TABLE>
- ---------------
(1) In preparing the table above, adjustable-rate loans are included in the
period in which the interest rates are next scheduled to adjust rather than
in the period in which the loans mature. Fixed-rate loans are scheduled,
including repayment, according to their maturities.
(2) Excludes nonaccrual loans.
(3) Investments are scheduled through repricing and maturity dates.
(4) Includes Federal Homes Loan Bank stock.
(5) Checking accounts, NOW accounts, and savings accounts are regarded as ready
accessible withdrawable accounts. All other time accounts are scheduled
through the maturity dates.
Loan Maturities. The table below sets forth the contractual maturity of
the Bank's total loan portfolio at December 31, 1995. Demand loans, secured
exclusively by passbook savings or CD's and having no stated schedule of
repayments and no stated maturity, are reported as due within one year. The
table does not reflect anticipated prepayments.
<TABLE>
<CAPTION>
YEARS ENDING RESIDENTIAL REAL COMMERCIAL REAL CONSUMER AND
DECEMBER 31, ESTATE LOANS ESTATE LOANS OTHER LOANS TOTAL
- ----------------------------------- ---------------- --------------- ------------ --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
1996............................... $ 3,127 $12,484 $ 24,753 $ 40,364
1997............................... 1,394 13,220 4,500 19,114
1998............................... 1,464 12,765 3,147 17,376
1999-2000.......................... 1,907 8,384 2,465 12,756
2001-2011.......................... 9,957 2,711 2,491 15,159
2012-2031.......................... 9,867 2,691 -- 12,558
2031 and thereafter................ 6,823 14 -- 6,837
------- ------- ------- --------
Total.................... $ 34,539 $52,269 $ 37,356 $124,164
======= ======= ======= ========
</TABLE>
63
<PAGE> 71
The following table shows the distribution of, and certain other
information relating to, Fort Brooke Bank deposit accounts by type:
<TABLE>
<CAPTION>
AT DECEMBER 31,
------------------------------------------------------------
1995 1994 1993
------------------ ------------------ ------------------
% OF % OF % OF
AMOUNT DEPOSIT AMOUNT DEPOSIT AMOUNT DEPOSIT
-------- ------- -------- ------- -------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Demand deposits............... $ 35,181 20.9% $ 28,892 18.3% $ 22,532 14.3%
Savings and NOW deposits...... 31,334 18.6 32,170 20.3 31,562 19.9
Money market deposits......... 21,551 12.8 28,508 18.1 26,611 16.8
-------- ----- -------- ----- -------- -----
Subtotal............ 88,066 52.3 89,570 56.7 80,705 51.0
-------- ----- -------- ----- -------- -----
Certificate of deposits:
2.00% - 3.99%............... -- -- 15,405 9.8 30,613 19.4
4.00% - 5.99%............... 54,201 32.2 50,135 31.7 27,204 17.2
6.00% - 7.99%............... 26,030 15.5 2,767 1.8 16,356 10.3
8.00% - 9.99%............... -- -- -- -- 3,331 2.1
10.00% - 11.99%............. -- -- -- -- 3 --
-------- ----- -------- ----- -------- -----
Total certificates of
deposit (1).............. 80,231 47.7 68,307 43.3 77,507 49.0
-------- ----- -------- ----- -------- -----
Total deposits.............. $168,297 100.0% $157,877 100.0% $158,212 100.0%
======== ===== ======== ===== ======== =====
</TABLE>
- ---------------
(1) Includes individual retirement accounts ("IRAs") totalling $12,496,000 and
$11,394,000 at December 31, 1995, 1994 and 1993, respectively, all of which
are in the form of certificates of deposits.
The following table shows the average amount of and the average rate paid
on each of the following deposit account categories during the periods
indicated:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------
1995 1994 1993
------------------ ------------------ ------------------
AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE
BALANCE YIELD BALANCE YIELD BALANCE YIELD
-------- ------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Noninterest bearing checking
accounts...................... $ 30,867 0% $ 26,166 0% $ 20,078 0%
NOW and savings accounts........ 31,331 2.11 32,086 2.03 28,579 2.08
Money market accounts........... 23,296 2.96 27,158 2.38 22,576 2.35
Certificates of deposit......... 74,911 5.52 70,157 4.48 78,395 4.44
-------- ---- -------- ---- -------- ----
Total deposits........ $160,405 3.42% $155,567 2.86% $149,628 3.08%
======== ==== ======== ==== ======== ====
</TABLE>
The following table presents for various interest rate categories the
amounts of outstanding certificates of deposit at December 31, 1995 which mature
during the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
-----------------------------------------------------------
2000
AND
1996 1997 1998 1999 THEREAFTER TOTAL
------- ------- ------- ------ ---------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
December 31, 1995:
4.00% - 4.99%................... $ 7,727 $ -- $ -- $ -- $ -- $ 7,727
5.00% - 5.99%................... 41,636 2,974 1,093 772 46,475
6.00% - 6.99%................... 542 12,336 9,726 -- 3,425 26,029
------- ------- ------- ------ ------ -------
Total certificates of
deposit............... $49,905 $12,336 $12,700 $1,093 $4,197 $80,231
======= ======= ======= ====== ====== =======
</TABLE>
64
<PAGE> 72
Jumbo certificates ($100,000 and over) outstanding as of December 31, 1995
mature as follows:
<TABLE>
<S> <C>
Due within three months or less............................................ $ 4,762
Due over three months to six months........................................ 4,108
Due over six months to one year............................................ 1,861
Due over one year.......................................................... 5,105
------
$15,836
======
</TABLE>
The following table sets forth the net deposit flows of the Bank during the
periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1995 1994 1993
------- ----- ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Net increase (decrease) before interest credited............. $10,255 $(286) $9,527
Net interest credited........................................ 165 (49) (39)
------- ----- ------
Net deposit increase (decrease).............................. $10,420 $(335) $9,488
======= ===== ======
</TABLE>
COMPARISON OF NINE-MONTH PERIODS ENDED SEPTEMBER 30, 1996 AND 1995
General. Net earnings for the nine months ended September 30, 1996 were
$1,201,000 or $1.20 per share compared to $1,181,000 or $1.17 per share for
1995. The increase in earnings was primarily due to increased net interest
income partially offset by the increase in noninterest expense during 1996. The
increase in noninterest expense primarily resulted from the one-time SAIF
recapitalization assessment.
Interest Income and Expense. Interest income increased by $618,000 to
$11.0 million for the nine month period ended September 30, 1996 compared to
$10.4 million for the nine months ended September 30, 1995. Interest on loans
increased $707,000 to $8.9 million due to an increase in the average loan
portfolio balance for the nine months ended September 30, 1996 to $127.3 million
compared to $113.3 million during the 1995 period. This increase was partially
offset by a decrease in the weighted-average yield from 9.60% in 1995 to 9.28%
in 1996. Interest on investment securities increased $27,000 to $1.9 million for
the nine months ended September 30, 1996 due to an increase in the average yield
investment securities portfolio from 5.90% in 1995 to 6.04% in 1996. Interest on
other interest-earning assets decreased from $357,000 for the nine months ended
September 30, 1995 to $241,000 for the nine months ended September 30, 1996 due
to a decrease in the weighted average yield partially offset by an increase in
the average balance of other interest-earning assets from 1995 to 1996.
Interest expense on deposit accounts increased $219,000 to $4.3 million for
the nine months ended September 30, 1996 from $4.0 million in 1995. The increase
is due to an increase in the average rate paid on deposits and an increase in
average interest-bearing deposits from 1995 to 1996.
(Credit) Provision for Credit Losses. The (credit) provision for credit
losses is (credited) charged to earnings to bring the total allowance to a level
deemed appropriate by management and is based upon historical experience, the
volume and type of lending conducted by the Bank, industry standards, the amount
of nonperforming loans, general economic conditions, particularly as they relate
to the Bank's market areas, and other factors related to the collectibility of
the Bank's loan portfolio. The provision for loan losses decreased $508,000 for
the nine-month period ended September 30, 1996 compared to the same period for
1995. The allowance for credit losses is $1.9 million at September 30, 1996.
While management believes the allowance for credit losses is adequate as of
September 30, 1996, future adjustments may be necessary if economic conditions
differ substantially from the assumptions used in making the initial
determination.
Noninterest Expense. Total noninterest expense increased $1.3 million to
$6.0 million for the nine months ended September 30, 1996 from $4.8 million in
1995. The increase was primarily due to a one-time SAIF assessment on September
30, 1996. There were also increases in employee compensation, occupancy expense,
real estate expense and professional fees. These were due to the opening of a
new branch, merit salary raises and the formation of a bank holding company.
65
<PAGE> 73
Income Tax Provision. The income tax provision for the nine months ended
September 30, 1996 and September 30, 1995 was $624,000 and $787,000,
respectively. Comparison of Years Ended December 1995 and 1994
COMPARISON OF YEARS ENDED DECEMBER 1995 AND 1994
General. Net earnings for the year ended December 31, 1995 were $1.7
million or $1.65 per share compared to $619,000 or $.63 per share for 1994. The
increase in earnings was due primarily to an increase in net interest income as
well as a decrease in noninterest expense.
Interest Income and Expense. Interest income increased $2.3 million or
19.9% to $13.9 million during the year ended December 31, 1995. Interest on
loans increased $2.1 million to $10.9 million due to an increase in the
weighted-average yield from 8.74% during the year ended December 31, 1994 to
9.50% during the year ended December 31, 1995. The increase was also due to an
increase in the average loan portfolio from $100.9 million during 1994 to $114.5
million during 1995. Interest on investment securities increased $170,000 to
$2.6 million due to an increase in the average yield from 5.07% during 1994 to
5.97% during 1995. This increase was partially offset by a decrease in the
average amount invested in securities during 1995 compared with 1994.
Interest expense on deposit accounts increased from $4.4 million for the
year ended December 31, 1994 to $5.5 million for the year ended December 31,
1995. This increase was primarily the result of an increase in rates paid on
deposits.
Provision for Credit Losses. The provision for credit losses is charged to
earnings to bring the total allowance to a level deemed appropriate by
management and is based upon historical experience, the volume and type of
lending conducted by the Bank, industry standards, the amount of nonperforming
loans, general economic conditions, particularly as they relate to the Bank's
market areas, and other factors related to the collectibility of the Bank's loan
portfolio. The provision for loan losses increased from $184,000 for the year
ended December 31, 1994 to $705,000 during 1995. The allowance for loan losses
increased from $1.6 million at December 31, 1994 to $1.7 million at December 31,
1995. Nonperforming assets to total assets decreased to 1.10% at December 31,
1995 from 1.47% at December 31, 1994. While management believes that its
allowance for loan losses is adequate as of December 31, 1995, future
adjustments to the Bank's allowance for loan losses may be necessary if economic
conditions differ substantially from the assumptions used in making the
determination.
Noninterest Expense. Total noninterest expense decreased $1.1 million for
the year ended December 31, 1995 from the year ended December 31, 1994.
Compensation decreased $389,000 primarily as a result of a severance package
with an officer of Merchant during 1994 with no corresponding amount in 1995.
Occupancy expense decreased $336,000 primarily due to a decrease in rent expense
resulting from the purchase of the Bank's headquarters as well as a general
decrease in operating expenses. Other expenses decreased $334,000 due in part to
the acquisition costs of Merchant incurred during 1994 with no corresponding
amounts in 1995.
Income Tax Provision. The income tax provision increased from $412,000 for
the year ended December 31, 1994 to $1.1 million for 1995, due to increased
earnings before income taxes.
COMPARISON OF YEARS ENDED DECEMBER 1994 AND 1993
General. Net earnings for the year ended December 31, 1994 were $619,000
or $.63 per share compared to $923,000 or $.95 per share for 1993. The decrease
in earnings was primarily due to increased noninterest expenses resulting from
acquisition costs and a severance payment to a former officer of Merchant.
Interest Income and Expense. Interest income increased $317,000 or 2.8% to
$11.6 million during the year ended December 31, 1994. Interest on loans
increased $34,000 to $8.8 million due to an increase in the weighted average
yield from 8.55% during the year ended December 31, 1993 to 8.74% during the
year ended December 31, 1994. The increase in yield was partially offset by a
decrease in the average loan portfolio balance. Interest on investment
securities increased $188,000 to $2.4 million due to an increase in the average
66
<PAGE> 74
amounts invested in securities during 1994 compared to 1993. This increase was
partially offset by a decrease in the average yield earned during 1994.
Interest expense on deposit accounts decreased from $4.6 million for the
year ended December 31, 1993 to $4.4 million for the year ended December 31,
1994. This decrease was primarily the result of a decrease in rates paid on
deposits.
Provision for Credit Losses. The provision for credit losses is charged to
earnings to bring the total allowance to a level deemed appropriate by
management and is based upon historical experience, the volume and type of
lending conducted by the Bank, industry standards, the amount of nonperforming
loans, general economic conditions, particularly as they relate to the Bank's
market areas, and other factors related to the collectibility of the Bank's loan
portfolio. The provision for credit losses decreased from $344,000 for the year
ended December 31, 1993 to $184,000 during 1994. The allowance for loan losses
increased from $1.4 million at December 31, 1993 to $1.6 million at December 31,
1994.
Noninterest Expense. Total noninterest expense increased $901,000 for the
year ended December 31, 1994 from the year ended December 31, 1993. Compensation
increased $398,000 primarily as a result of a severance package with an officer
of Merchant and regular merit salary increases. Occupancy expense increased
$310,000 primarily due to an increase in depreciation expense for building,
furniture, fixtures and equipment and an increase in real estate taxes. Other
expenses increased $252,000 primarily due to the acquisition costs of Merchant.
Income Tax Provision. The income tax provision decreased from $522,000 for
the year ended December 31, 1993 to $412,000 for 1994, primarily because of a
decrease in earnings before income taxes.
IMPACT OF INFLATION AND CHANGING PRICES
The financial statements and related data presented herein have been
prepared in accordance with GAAP, which requires the measurement of financial
position and operating results in terms of historical dollars, without
considering changes in the relative purchasing power of money over time due to
inflation. Unlike most industrial companies, substantially all of the assets and
liabilities of the Bank are monetary in nature. As a result, interest rates have
a more significant impact on the Bank's performance than the effects of general
levels of inflation. Interest rates do not necessarily move in the same
direction or in the same magnitude as the prices of goods and services, since
such prices are affected by inflation to a larger extent than interest rates.
SELECTED QUARTERLY FINANCIAL DATA
The following tables present summarized quarterly data (dollars in
thousands, except per share amounts):
<TABLE>
<CAPTION>
FIRST SECOND THIRD
QUARTER QUARTER QUARTER TOTAL
------- ------- ------- -------
<S> <C> <C> <C> <C>
Nine Months Ended September 30, 1996
Interest income.................................... $ 3,568 $ 3,701 $ 3,728 $10,997
Interest expense................................... 1,455 1,411 1,458 4,324
------ ------ ------ -------
Net interest income................................ 2,113 2,290 2,270 6,673
Provision for credit losses........................ 22 (61) 9 (30)
------ ------ ------ -------
Net interest income after provision for credit
losses.......................................... 2,091 2,351 2,261 6,703
Other income....................................... 389 351 391 1,131
Other expense...................................... 1,721 1,896 2,392 6,009
------ ------ ------ -------
Earnings before income tax provision............... 759 806 260 1,825
Income tax provision............................... 258 274 92 624
------ ------ ------ -------
Net earnings....................................... $ 501 $ 532 $ 168 $ 1,201
====== ====== ====== =======
Earnings per share................................. $ 0.50 $ 0.53 $ 0.17 $ 1.20
====== ====== ====== =======
</TABLE>
67
<PAGE> 75
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER TOTAL
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1995
Interest income............................ $3,301 $3,502 $3,528 $3,598 $13,929
Interest expense........................... 1,236 1,383 1,486 1,483 5,588
------ ------ ------ ------ -------
Net interest income........................ 2,065 2,119 2,042 2,115 8,341
Provision for credit losses................ 19 155 304 227 705
------ ------ ------ ------ -------
Net interest income after provision for
credit losses........................... 2,046 1,964 1,738 1,888 7,636
Other income............................... 318 315 343 290 1,266
Other expense.............................. 1,641 1,545 1,570 1,373 6,129
------ ------ ------ ------ -------
Earnings before income tax provision....... 723 734 511 805 2,773
Income tax provision....................... 289 294 204 322 1,109
------ ------ ------ ------ -------
Net earnings............................... $ 434 $ 440 $ 307 $ 483 $ 1,664
====== ====== ====== ====== =======
Earnings per share......................... $ .43 $ .44 $ .31 $ .48 $ 1.65
====== ====== ====== ====== =======
</TABLE>
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER TOTAL
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1994
Interest income............................ $2,675 $2,876 $2,938 $3,124 $11,613
Interest expense........................... 1,104 1,115 1,133 1,152 4,504
------ ------ ------ ------ -------
Net interest income........................ 1,571 1,761 1,805 1,972 7,109
Provision for credit losses................ 3 -- 15 166 184
------ ------ ------ ------ -------
Net interest income after provision for
credit losses........................... 1,568 1,761 1,790 1,806 6,925
Other income............................... 328 318 336 337 1,319
Other expense.............................. 1,760 1,931 1,707 1,815 7,213
------ ------ ------ ------ -------
Earnings before income tax provision....... 136 148 419 328 1,031
Income tax provision....................... 54 59 166 133 412
------ ------ ------ ------ -------
Net earnings............................... $ 82 $ 89 $ 253 $ 195 $ 619
====== ====== ====== ====== =======
Earnings per share......................... $ .08 $ .09 $ .25 $ .20 $ .63
====== ====== ====== ====== =======
</TABLE>
68
<PAGE> 76
BUSINESS OF BANCGROUP
GENERAL
BancGroup is a bank holding company registered under the BHCA. It was
organized in 1974 under the laws of Delaware. BancGroup operates wholly owned
commercial banking subsidiaries in the states of Alabama, Florida, Georgia and
Tennessee, each under the name "Colonial Bank," a second banking subsidiary in
Florida, Colonial Bank of South Florida, and a federal savings bank in Florida,
Colonial Bank, FSB, and Dalton/Whitfield Bank & Trust Company, Dalton, Georgia.
Colonial Bank conducts a full service commercial banking business in the state
of Alabama through 110 branches. In Tennessee, Colonial Bank conducts a general
commercial banking business through three branches. In Georgia, Colonial Bank
operates eleven branches in the Atlanta area and Dalton/Whitfield Bank & Trust
operates 3 branches in the Dalton area. In Florida, Colonial Bank operates
eleven branches in the Orlando and Ormond Beach areas. Colonial Bank of South
Florida operates nine branches in Dade, Broward and Palm Beach Counties, and
Colonial Bank, FSB, operates six branches in Eustis and Lake County. Colonial
Mortgage Company, a subsidiary of Colonial Bank in Alabama, is a mortgage
banking company which services approximately $10 billion in residential loans
which originates mortgages in 29 states through 6 regional offices. BancGroup's
commercial banking loan portfolio is comprised primarily of commercial real
estate loans (44%) and residential real estate loans (35%), a significant
portion of which is located within the State of Alabama. BancGroup's growth in
loans over the past several years has been concentrated in commercial and
residential real estate loans.
PROPOSED AFFILIATE BANKS
Since September 30, 1996, BancGroup has acquired by merger four banking
institutions, First Family Financial Corporation, Tomoka Bancorp, Inc. and
Jefferson Bancorp, Inc., located in Florida, and D/W Bankshares, Inc., located
in Georgia, with aggregate assets and stockholders' equity acquired of $830.8
and $63.2 million, respectively into BancGroup. These mergers are included in
the pro forma statements contained herein.
See "THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES -- Condensed Pro
Forma Statements of Condition (Unaudited)."
BancGroup has entered into a definitive agreement to acquire Shamrock
Holding, Inc. (which operates The Union Bank in Evergreen, Alabama). Pursuant to
that agreement, BancGroup will make a cash offer to purchase all of the
outstanding shares of that bank's holding company for an aggregate cash price of
approximately $11,482,000, subject to regulatory approval and other conditions.
The Union Bank has total assets of approximately $53 million and stockholders'
equity of $7.8 million.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
As of January 10, 1997, BancGroup had issued and outstanding 18,797,859
shares of BancGroup Common Stock with 5,747 stockholders of record. Each such
share is entitled to one vote. In addition, as of that date, 979,088 shares of
BancGroup Common Stock were subject to issue upon exercise of options pursuant
to BancGroup's stock option plans and up to 256,400 shares of BancGroup Common
Stock were issuable upon conversion of BancGroup's 1986 Debentures. There are
currently 44,000,000 shares of BancGroup Common Stock authorized.
On February 21, 1995, BancGroup concluded a reclassification of its Class A
and Class B Common Stock into one class of Common Stock. The reclassification
was approved by BancGroup's stockholders on December 8, 1994. On February 24,
1995, the Common Stock of BancGroup was listed for trading on the NYSE.
69
<PAGE> 77
The following table shows those persons who are known to BancGroup to be
beneficial owners as of January 10, 1997, of more than five percent of
BancGroup's outstanding Common Stock.
<TABLE>
<CAPTION>
PERCENTAGE
COMMON OF CLASS
NAME AND ADDRESS STOCK OUTSTANDING(1)
---------------- ---------- --------------
<S> <C> <C>
Robert E. Lowder(2)......................................... 1,437,409(3) 7.27%
Post Office Box 1108
Montgomery, AL 36101
James K. Lowder............................................. 1,099,649 5.56%
Post Office Box 250
Montgomery, AL 36142
Thomas H. Lowder............................................ 1,073,053 5.43%
Post Office Box 11687
Birmingham, AL 35202
</TABLE>
- ---------------
(1) Percentages are calculated assuming the issuance of 979,088 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. Lowder's mother, Catherine K. Lowder, owns 85,442
shares of Common Stock. Mr. Lowder disclaims any beneficial interest in
such shares.
(3) Includes 90,510 shares of BancGroup Common Stock subject to options under
BancGroup's stock option plans.
70
<PAGE> 78
SECURITY OWNERSHIP OF MANAGEMENT
The following table indicates for each director, executive officer, and all
executive officers and directors of BancGroup as a group the number of shares of
outstanding Common Stock of BancGroup beneficially owned as of January 10, 1997.
<TABLE>
<CAPTION>
PERCENTAGE
COMMON OF CLASS
NAME STOCK OUTSTANDING(1)
---- --------- --------------
<S> <C> <C>
DIRECTORS
Young J. Boozer............................................. 7,146(2) *
William Britton............................................. 6,808 *
Jerry J. Chesser............................................ 73,295 *
Augustus K. Clements, III................................... 9,476 *
Robert S. Craft............................................. 5,997 *
Patrick F. Dye.............................................. 18,980(3) *
Clinton O. Holdbrooks....................................... 145,932(4) *
D. B. Jones................................................. 10,064(5) *
Harold D. King**............................................ 77,729 *
Robert E. Lowder**.......................................... 1,437,409(6) 7.27%
John Ed Mathison............................................ 14,227 *
Milton E. McGregor.......................................... 0 *
John C. H. Miller, Jr....................................... 15,243(7) *
Joe D. Mussafer............................................. 10,000 *
William E. Powell, III...................................... 6,959 *
J. Donald Prewitt***........................................ 88,544(8) *
Jack H. Rainer.............................................. 1,345 *
Frances E. Roper............................................ 182,034 *
Ed V. Welch................................................. 14,825 *
EXECUTIVE OFFICERS WHO ARE NOT ALSO DIRECTORS
Young J. Boozer, III........................................ 22,914(2)(9) *
W. Flake Oakley, IV......................................... 16,808(9) *
Michelle Condon............................................. 9,274(9) *
All Executive Officers and Directors as a Group............. 2,165,671 10.95%
</TABLE>
- ---------------
* Represents less than one percent.
** Executive Officer.
*** Mr. Prewitt was added as a director by resolution of the BancGroup Board on
July 17, 1996. Mr. Prewitt, 54, was the Chairman of the Board of Southern
Banking Corporation, Orlando, Florida, which was merged into BancGroup on
July 3, 1996. Mr. Prewitt is a real estate developer and is president of
his own company, Land Sales of Central Florida, Inc., located in Orlando.
Mr. Prewitt is also a director of Colonial Bank, Orlando.
(1) Percentages are calculated assuming the issuance of 979,088 shares of
Common Stock pursuant to BancGroup's stock option plans.
(2) Includes 500 shares of Common Stock out of 1,000 shares owned by Young J.
Boozer, and Young J. Boozer, III EX U/W Phyllis C. Boozer.
(3) Includes 17,980 shares of Common Stock subject to options exercisable under
BancGroup's stock option plans.
(4) Includes 12,262 shares of Common Stock subject to options under BancGroup's
stock option plans, and 39,499 shares over which Mr. Holdbrooks serves as
trustee.
(5) Mr. Jones holds power to vote these shares as trustee.
(6) These shares include 90,510 shares of Common Stock subject to options under
BancGroup's stock option plans. See the table at "Voting Securities and
Principal Stockholders."
(7) Includes 5,000 shares subject to options.
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<PAGE> 79
(8) Includes 35,802 shares subject to stock options.
(9) Young J. Boozer, III, W. Flake Oakley, IV and Michelle Condon, hold options
respecting 12,500, 9,000 and 5,000 shares of Common Stock, respectively,
pursuant to BancGroup's stock option plans.
(10) Includes shares subject to options.
MANAGEMENT INFORMATION
Certain information regarding the biographies of the directors and
executive officers of BancGroup, executive compensation and related party
transactions is included in BancGroup's Annual Report on Form 10-K for the
fiscal year ending December 31, 1995, at items 10, 11, and 13 and is
incorporated herein by reference.
CERTAIN REGULATORY CONSIDERATIONS
BancGroup is a registered bank holding company subject to supervision and
regulation by the Federal Reserve. As such, it is subject to the BHCA and many
of the Federal Reserve's regulations promulgated thereunder. It is also subject
to regulation by the OTS, as a savings and loan holding company, and by the
Georgia Department of Banking and Finance.
BancGroup's subsidiary banks (the "Subsidiary Banks") are subject to
supervision and examination by applicable federal and state banking agencies.
The deposits of the Subsidiary Banks are insured by the FDIC to the extent
provided by law. The FDIC assesses deposit insurance premiums the amount of
which may, in the future, depend in part on the condition of the Subsidiary
Banks. Moreover, the FDIC may terminate deposit insurance of the Subsidiary
Banks under certain circumstances. Both the FDIC and the respective state
regulatory authorities have jurisdiction over a number of the same matters,
including lending decisions, branching and mergers.
One limitation under the BHCA and the Federal Reserve's regulations
requires that BancGroup obtain prior approval of the Federal Reserve before
BancGroup acquires, directly or indirectly, more than five percent of any class
of voting securities of another bank. Prior approval also must be obtained
before BancGroup acquires all or substantially all of the assets of another
bank, or before it merges or consolidates with another bank holding company.
BancGroup may not engage in "non-banking" activities unless it demonstrates to
the Federal Reserve's satisfaction that the activity in question is closely
related to banking and a proper incident thereto. Because BancGroup is a
registered bank holding company, persons seeking to acquire 25 percent or more
of any class of its voting securities must receive the approval of the Federal
Reserve. Similarly, under certain circumstances, persons seeking to acquire
between 10 percent and 25 percent also may be required to obtain prior Federal
Reserve approval.
In 1989 Congress expressly authorized the acquisition of savings
associations by bank holding companies. BancGroup must obtain the prior approval
of the Federal Reserve and the OTS (among other agencies) before making such an
acquisition and must demonstrate that the likely benefits to the public of the
proposed transaction (such as greater convenience, increased competition, or
gains in efficiency) outweigh potential burdens (such as an undue concentration
of resources, decreased or unfair competition, conflicts of interest, or unsound
banking practices).
Following enactment in 1991 of the FDIC Improvement Act, banks now are
subject to increased reporting requirements and more frequent examinations by
the bank regulators. The agencies also now have the authority to dictate certain
key decisions that formerly were left to management, including compensation
standards, loan underwriting standards, asset growth, and payment of dividends.
Failure to comply with these new standards, or failure to maintain capital above
specified levels set by the regulators, could lead to the imposition of
penalties or the forced resignation of management. If a bank becomes critically
undercapitalized, the bank agencies have the authority to place an institution
into receivership or require that the bank be sold to, or merged with, another
financial institution.
In September 1994 Congress enacted the Riegle-Neal Interstate Banking and
Branching Efficiency Act of 1994. This legislation, among other things, amended
the BHCA to permit bank holding companies, subject
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<PAGE> 80
to certain limitations, to acquire either control or substantial assets of a
bank located in states other than that bank holding company's home state
regardless of state law prohibitions. This legislation became effective on
September 29, 1995. In addition, this legislation also amended the Federal
Deposit Insurance Act to permit, beginning on June 1, 1997 (or earlier where
state legislatures provide express authorization), the merger of insured banks
with banks in other states.
The officers and directors of BancGroup and the Subsidiary Banks are
subject to numerous insider transactions restrictions, including limits on the
amount and terms of transactions involving the Subsidiary Banks, on the one
hand, and their principal stockholders, officers, directors, and affiliates on
the other. There are a number of other laws that govern the relationship between
the Subsidiary Banks and their customers. For instance, the Community
Reinvestment Act is designed to encourage lending by banks to persons in low and
moderate income areas. The Home Mortgage Disclosure Act and the Equal Credit
Opportunity Act attempt to minimize lending decisions based on impermissible
criteria, such as race or gender. The Truth-in-Lending Act and the
Truth-in-Savings Act require banks to provide full disclosure of relevant terms
related to loans and savings accounts, respectively. Anti-tying restrictions
(which prohibit, for instance, conditioning the availability or terms of credit
on the purchase of another banking product) further restrict the Subsidiary
Banks' relationships with their customers.
On September 30, 1996, Congress passed and the President signed a
continuing resolution which directed the FDIC to set a one-time special
assessment on SAIF-insured deposits in an amount sufficient to capitalize the
Savings Association Insurance Fund ("SAIF") at the reserve level previously
mandated by statute. The FDIC Board met on October 8, 1996, and set this special
assessment at $0.657 per $100 of SAIF-insured deposits. Though the special
assessment applies to SAIF-insured deposits, the special assessment, under the
legislation enacted into law on September 30, 1996, will not be applied to 20%
of those SAIF-insured deposits held by certain so-called Oakar and Sasser
institutions. Thus, the special assessment's effective rate with respect to the
SAIF-insured deposits in such institutions will be $0.525 per $100 of their
SAIF-insured deposits. In addition, the legislation enacted by Congress provides
that the annual $800-million FICO bond service will be shared by both
BIF-insured institutions and SAIF-insured institutions. Prior to this
legislation, this bond service was the obligation of SAIF members only. This
sharing of the FICO bond service obligation, coupled with the capitalization of
SAIF to the mandatory reserve level, will cause the regular SAIF deposit
insurance premium rate to fall from $0.23 per $100 of SAIF-insured deposits to
under $0.07, assuming the SAIF does not incur any large losses which would
necessitate recapitalization of the Fund. The regular BIF deposit insurance
premium rate will be under $0.02 per $100 of BIF-insured deposits. The
differential between BIF and SAIF caused by the FICO bond service will terminate
on December 31, 1999, after which time the FICO bond service will be divided on
a strictly pro rata basis and SAIF and BIF rates will be equal unless one of the
deposit insurance funds requires recapitalization. BIF and SAIF premium rates
will be approximately $0.024 per $100 of deposits after December 31, 1999. In
the event of a merger of the thrift and bank charters, the differential could be
eliminated prior to December 31, 1999. The legislation also provides for a
merger of SAIF and BIF if charter merger occurs. Such a merger of the funds,
assuming a merger of the charters has taken place, would occur on January 1,
1999. BancGroup's subsidiary banks hold deposits which are insured by both SAIF
and BIF. The SAIF-insured deposits in all of BancGroup's subsidiary institutions
total approximately $850 million, before adjusting for certain allowances such
as the 20 percent discount referenced above, which would be subject to the
special assessment.
It should be noted that supervision, regulation, and examination of
BancGroup and the Subsidiary Banks are intended primarily for the protection of
depositors, not stockholders.
73
<PAGE> 81
BUSINESS OF FORT BROOKE BANCORPORATION
GENERAL
Fort Brooke was incorporated on March 14, 1996, and on July 10, by way of a
triangular merger transaction undertaken with all requisite regulatory
approvals, acquired a 100% equity ownership interest in the Bank. Aside from
organizational activities and those associated with the referenced filing and
the negotiation and approval of such acquisition, Fort Brooke has engaged in no
business activities other than by way of its ownership of the Bank's shares and
resulting oversight of its operations.
The Bank was chartered by the State of Florida as a capital stock savings
and loan association in December 1980 and commenced operations in March 1981.
During its period of activity in that capacity, the Bank operated as a
traditional savings institution, attracting checking and savings deposits from
the general public and using such deposits, together with funds from other
sources, to originate loans secured by mortgages on residential and commercial
real estate located primarily in Florida. To a lesser extent, the Bank also
originated construction loans, lines of credit and installment loans. Its income
was primarily derived from interest and fees received in connection with real
estate and other loans and interest earned on mortgage-backed securities.
Interest on savings deposits and general and administrative expenses were the
Bank's major expense items. On December 31, 1991, the Bank was converted to a
Florida chartered commercial bank having no membership in the Federal Reserve
System.
The Bank currently employs 107 personnel and engages in the general
business of personal and commercial banking in the Brandon, Plant City, Seffner,
Apollo Beach, downtown Tampa, Carrollwood and Westshore areas of Hillsborough
County, Florida, relying for its primary sources of deposits upon personal and
business checking, savings and specialized deposit accounts. The Bank's primary
sources of loans include residential mortgage loans, secured and unsecured
commercial and consumer loans, including construction and permanent mortgage
loans, revolving credit lines, automobile and home improvement loans and
education loans. Fort Brooke's directors expect the Bank to contribute to the
development of those areas of Hillsborough County within which it operates by
assisting in the growth of the businesses therein located.
In mid-1994, the Bank effected a statutory merger with The Merchant
Bancorporation of Florida, Inc., a one bank holding company incorporated in 1983
("MBF"), and its wholly owned subsidiary, The Merchant Bank of Florida, a
Florida commercial bank ("Merchant"). Under the terms of the merger agreement,
each of MBF and Merchant was merged into the Bank and MBF's shareholders
received shares of the Bank's common stock in exchange for the relinquishment
and cancellation of their MBF shares. The merger increased the Bank's
shareholders and the number of shares of its single class of common stock then
issued and outstanding, of which 52.5% were held by former Bank shareholders and
47.5% by former holders of MBF shares. It also resulted in an expansion of the
Bank's board of directors, from ten to 15 (currently 14), and in the election of
five former MBC directors to fill the newly established seats.
MARKET AREA
All of the Bank's eight existing offices are located in Hillsborough
County, Florida which is a part of the Tampa Bay Metropolitan Statistical Area.
A Standard Metropolitan Statistical Area (an "SMSA"), as defined by the U.S.
Census Bureau, is a geographic area with a significant population nucleus, along
with any adjacent communities that have a high degree of economic and social
integration with that nucleus. As of January 1, 1996, the latest estimate
available, the Tampa Bay SMSA had a population of more than 2.2 million, ranking
it 23rd in the nation, and was designated as one of the fastest growing regions
in the country. Hillsborough County accounted for close to half of that figure.
While changing conditions involving the infrastructure requirements of
various geographic locations around the country have limited economic growth and
population expansion, the Bank's market area has continued to grow because of
the area's ability to attract new residents to its favorable year round climate
and its relatively stable economic environment. Although the major economic base
in the market area is service, retail, real estate development and manufacturing
businesses, there also has been a growth in tourism. The
74
<PAGE> 82
Bank believes that its office locations are situated so as to take advantage of
the existing and expected economic and demographic growth in the market area.
PROPERTIES
Fort Brooke's main office is located at 510 Vonderburg Drive, in the
Brandon area of Hillsborough County, on a 2.5 acre site situated within several
blocks of the central Brandon business district. Owned by the Bank, the building
is three stories in height, containing approximately 47,000 square feet, with
central core facilities for private access. The first floor comprises the Bank's
main office and includes an atrium lobby, eight teller stations, safe deposit
booths and related non-vault area, vault, operations areas, lounge and
miscellaneous areas. The second floor includes the corporate headquarters of
Fort Brooke and the Bank and the third floor houses the Bank's residential
mortgage loan department, with the bulk of the floor being under lease to
several unrelated parties. A drive-through facility, adequate paved parking and
limited under cover parking are also on the premises. Management of the Bank
believes the location to be convenient to both commercial and individual
customers and that such accessibility is of a competitive advantage. In addition
to its main office, the Bank maintains a full-service branch office located in
the Brandon area, one in Plant City (18 miles east of its headquarters office),
one in Seffner (several miles to the northeast of the central Brandon area), one
each in its Apollo Beach and Carrollwood secondary market areas, and additional
offices in downtown Tampa and the Westshore commercial area. The Bank owns the
land and building on which three of its seven branch offices are located. It
leases its other four branch office sites, with short-term lease renewal dates
ranging all occurring in mid-1997.
COMPETITION
All phases of the Bank's business are highly competitive and it has been
subject to severe competitive pressures in its operations as a commercial bank.
The Bank competes with local commercial banks as well as numerous regionally
based commercial banks, credit unions and savings and loan associations, many of
which have assets, capital and lending limits larger than the Bank. It is one of
approximately 25 commercial banks that have some 190 offices located within
Hillsborough County. The Bank, along with other commercial banks, also competes
with respect to its lending activities, as well as in attracting demand
deposits, with savings banks, savings and loan associations, insurance
companies, regulated small loan companies, credit unions and with the issuers of
commercial paper and other securities, such as shares in money market funds.
Among the advantages larger institutions have over the Bank are their ability to
finance wide ranging advertising campaigns and to allocate their investment
assets to products of highest yields and demand. By virtue of their greater
total capital, such institutions have substantially higher lending limits than
the Bank (legal lending limits to an individual customer being limited to a
percentage of a bank's total capital accounts). Fort Brooke expects that if the
Merger is consummated these advantages will render the Bank more competitive and
benefit its continued growth and profitability. It will, in that event, continue
to focus on the smaller commercial customer because this segment appears to
offer the greatest concentration of potential business and historically has
tended to demonstrate a higher degree of loyalty in its banking relationships.
PRINCIPAL HOLDERS OF COMMON STOCK
Fort Brooke's authorized capital stock consists of 10,000,000 shares of
common stock, par value $.001, of which 990,553 shares are currently issued and
outstanding. There are reserved for issuance upon exercise of stock options
granted under the terms of the Bank's Non-Qualified Stock Option Plan, which was
assumed by Fort Brooke an additional 59,875 of such shares.
The following table enumerates, as of December 31, 1996, the name, position
with Fort Brooke or the Bank, if any, and ownership, both by numerical holding
and percentage interest, of each person known to own
75
<PAGE> 83
more than five percent of Fort Brooke's outstanding common stock, each of the
directors of Fort Brooke, individually, and all of the directors and executive
officers of Fort Brooke and the Bank as a group:
<TABLE>
<CAPTION>
NAME AND POSITION # OF SHARES PERCENTAGE
OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OWNERSHIP(2)
------------------- --------------------- ------------
<S> <C> <C>
John D. Adams, Secretary and Director................ 43,580 4.40%
Melvin R. Belisle, Director.......................... 28,142 2.84
Tommy W. Brown, Director............................. 10,367 1.05
Richard H. Eatman, President, Chief Executive Officer
and Director(3).................................... 41,528 4.08
H. Rex Etheredge, Director........................... 1,391 .14
Joseph Garcia, Director.............................. 10,999 1.11
Riley L. Hogan, Jr., Director........................ 17,492 1.77
A. D. "Sandy" MacKinnon, Director.................... 9,100 .92
Thomas H. Miller, Chairman of the Board.............. 75,070 7.58
Charles W. Poe, Director............................. 32,153 3.25
William F. Poe, Director............................. 19,730 1.99
Reese T. Poppell, Director........................... 3,300 .33
Sam Rampello, Director............................... 4,630 .47
David C. Worthington, Director....................... 12,874 1.30
All directors and executive officers as a group (37
persons, including those above named).............. 343,346 33.70%
</TABLE>
- ---------------
(1) In accordance with applicable regulations, a person will be deemed to be the
beneficial owner of a security if he or she has or shares voting or
investment power with respect to such security or has the right to acquire
such ownership within the succeeding 60 day period.
(2) In calculating the percentage ownership for a given individual or group, the
number of shares of Common Stock deemed outstanding will include unissued
shares subject to options which are exercisable within the succeeding 60
day period.
(3) Includes 28,250 shares which are subject to purchase by Mr. Eatman upon
exercise of option grants, and an additional 435 shares held by Mr.
Eatman's wife, as to which he disclaims beneficial ownership.
ADJOURNMENT OF SPECIAL MEETING
Approval of the Merger by Fort Brooke's shareholders requires the
affirmative vote of at least a majority of the total votes eligible to be cast
at the Special Meeting. In the event there are an insufficient number of shares
of Fort Brooke Common Stock present in person or by proxy at the Special Meeting
to approve the Merger, Fort Brooke's Board of Directors intends to adjourn the
Special Meeting to a later date provided a majority of the shares present and
voting on the motion have voted in favor of such adjournment. The place and date
to which the Special Meeting would be adjourned would be announced at the
Special Meeting. Proxies voted against the Merger and abstentions will not be
voted to adjourn the Special Meeting. Abstentions and broker non-votes will not
be voted on this matter but will not count as "no votes." If it is necessary to
adjourn the Special Meeting and the adjournment is for a period of not more than
30 days from the original date of the Special Meeting, no notice of the time and
place of the adjourned meeting need be given the shareholders, other than an
announcement made at the Special Meeting.
The effect of any such adjournment would be to permit Fort Brooke to
solicit additional proxies for approval of the Merger. While such an adjournment
would not invalidate any proxies previously filed as long as the record date for
the adjourned meeting remained the same, including proxies filed by shareholders
voting against the Merger, an adjournment would afford Fort Brooke the
opportunity to solicit additional proxies in favor of the Merger.
76
<PAGE> 84
OTHER MATTERS
The Board of Directors of Fort Brooke is not aware of any business to come
before the Special Meeting other than those matters described above in this
Prospectus. If, however, any other matters not now known should properly come
before the Special Meeting, the proxy holders named in the accompanying proxy
will vote such proxy on such matters as determined by a majority of the Board of
Directors of Fort Brooke.
DATE FOR SUBMISSION OF BANCGROUP STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in BancGroup's proxy solicitation
materials for its 1997 annual meeting of stockholders, any stockholder proposal
to take action at such meeting must be received at BancGroup's main office at
One Commerce Street, Post Office Box 1108, Montgomery, Alabama 36192, no later
than 120 calendar days in advance of the date of March 18, 1997.
LEGAL MATTERS
Certain legal matters regarding the shares of BancGroup Common Stock of
BancGroup offered hereby are being passed upon by the law firm of Miller,
Hamilton, Snider & Odom, L.L.C., Mobile, Alabama, of which John C. H. Miller,
Jr., a director of BancGroup and of Colonial Bank, is a partner. Such firm
received fees for legal services performed in 1995 of $1,305,633. John C. H.
Miller, Jr. owns 10,243 shares of Common Stock. Mr. Miller also received
employee-related compensation from BancGroup in 1995 of $58,070.
EXPERTS
Coopers & Lybrand L.L.P. serves as the independent accountants for
BancGroup. The consolidated financial statements of BancGroup as of December 31,
1995 and 1994 and for each of the three years ended December 31, 1995 are
incorporated by reference in this Prospectus in reliance upon the report of such
firm, given on the authority of that firm as experts in accounting and auditing.
It is not expected that a representative of such firm will be present at the
Special Meeting.
Hacker, Johnson, Cohen & Grieb serves as the independent auditors for Fort
Brooke. The bank's consolidated financial statements as of December 31, 1995 and
1994 and for the three years ended December 31, 1995, 1994 and 1993 that are in
this Prospectus in reliance upon the report of such firm, are given on the
authority of that firm as experts in accounting and auditing. It is not expected
that a representative of such firm will be present at the Special Meeting.
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 FORT BROOKE PRIOR TO THE
SPECIAL MEETING, BY EXECUTING A LATER DATED PROXY AND DELIVERING IT TO THE
SECRETARY OF FORT BROOKE PRIOR TO THE SPECIAL MEETING OR BY ATTENDING THE
SPECIAL MEETING VOTING IN PERSON.
77
<PAGE> 85
FORT BROOKE BANCORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AUDITED YEAR END FINANCIAL STATEMENTS -- FORT BROOKE BANK
Independent Auditors' Report................................ F-2
Consolidated Balance Sheets
December 31, 1995 and 1994................................ F-3
Consolidated Statements of Earnings for each of the years in
the Three Year Period Ended December 31, 1995............. F-4
Consolidated Statements of Stockholders' Equity for each of
the Years in the Three Year Period Ended December 31,
1995...................................................... F-5
Consolidated Statements of Cash Flows for each of the Years
in the Three Year Period Ended December 31, 1995.......... F-6
Notes to Consolidated Financial Statements for each of the
Years in the Three Year Period Ended December 31, 1995.... F-7
UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS -- FORT
BROOKE BANCORPORATION
Condensed Consolidated Balance Sheet -- September 30, 1996
(unaudited)............................................... F-21
Condensed Consolidated Statements of Earnings for the Nine
months ended September 30, 1996 and 1995 (unaudited)...... F-22
Condensed Consolidated Statement of Stockholders' Equity.... F-23
Condensed Consolidated Statements of Cash Flows for the Nine
months ended September 30, 1996 and 1995 (unaudited)...... F-24
Notes to Condensed Consolidated Financial Statements
(unaudited)............................................... F-25
</TABLE>
All schedules are omitted because of the absence of the conditions under
which they are required or because the required information is included in the
Financial Statements and related Notes.
F-1
<PAGE> 86
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Fort Brooke Bank
Brandon, Florida:
We have audited the consolidated balance sheets of Fort Brooke Bank and
Subsidiary (the "Bank") as of December 31, 1995 and 1994 and the related
consolidated statements of earnings, stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1995. These
financial statements are the responsibility of the Bank's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Bank as
of December 31, 1995 and 1994, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 1995, in
conformity with generally accepted accounting principles.
HACKER, JOHNSON, COHEN & GRIEB
Tampa, Florida
February 9, 1996
F-2
<PAGE> 87
FORT BROOKE BANK
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
AT DECEMBER 31,
---------------------
1995 1994
-------- --------
<S> <C> <C>
ASSETS
Cash and due from banks................................................ $ 11,997 $ 8,436
-------- --------
Investment securities:
Available for sale, at market value.................................. 24,077 16,163
Held to maturity, at cost (market value of $19,726 and $27,813)...... 19,642 28,878
-------- --------
Total investment securities.......................................... 43,719 45,041
-------- --------
Loans, net of allowance for credit losses of $1,702 and $1,562......... 122,511 112,370
Other real estate owned................................................ 1,147 1,847
Premises and equipment, net............................................ 4,723 4,431
Federal Home Loan Bank stock........................................... 809 809
Accrued interest receivable............................................ 1,266 1,104
Deferred tax asset..................................................... 211 529
Other assets........................................................... 733 743
-------- --------
Total........................................................ $187,116 $175,310
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand deposits...................................................... $ 35,181 $ 28,892
Savings and NOW deposits............................................. 31,334 32,170
Money market deposits................................................ 21,551 28,508
Other time deposits.................................................. 80,231 68,307
-------- --------
Total deposits............................................... 168,297 157,877
Advances by borrowers for taxes and insurance.......................... 128 202
Short term borrowings.................................................. 1,965 2,718
Accrued interest payable............................................... 490 325
Current income taxes................................................... 158 126
Other liabilities...................................................... 278 305
-------- --------
Total liabilities............................................ 171,316 161,553
-------- --------
Commitments and contingency (Notes 7 and 15)
Stockholders' equity:
Common stock, $8 par value; 2,000,000 shares authorized, 1,005,920
and 914,644 issued and outstanding................................ 8,047 7,317
Additional paid-in capital........................................... 4,571 3,944
Retained earnings.................................................... 3,298 2,994
Unrealized loss on investment securities............................. (116) (498)
-------- --------
Total stockholders' equity................................... 15,800 13,757
-------- --------
Total........................................................ $187,116 $175,310
======== ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
F-3
<PAGE> 88
FORT BROOKE BANK
CONSOLIDATED STATEMENTS OF EARNINGS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1995 1994 1993
---------- -------- --------
<S> <C> <C> <C>
Interest income:
Interest on loans....................................... $ 10,883 $ 8,824 $ 8,790
Interest on investment securities....................... 2,567 2,397 2,209
Other interest.......................................... 479 392 297
---------- -------- --------
Total interest income........................... 13,929 11,613 11,296
---------- -------- --------
Interest expense:
Interest on deposits.................................... 5,487 4,448 4,606
Interest on other borrowings............................ 101 56 24
---------- -------- --------
Total interest expense.......................... 5,588 4,504 4,630
---------- -------- --------
Net interest income............................. 8,341 7,109 6,666
Provision for credit losses............................... 705 184 344
---------- -------- --------
Net interest income after provision for credit
losses........................................ 7,636 6,925 6,322
---------- -------- --------
Noninterest income:
Other fees and service charges.......................... 1,206 1,173 1,171
Gain (loss) on sale of investment securities............ (24) (16) 40
Other income............................................ 84 162 224
---------- -------- --------
Total noninterest income........................ 1,266 1,319 1,435
---------- -------- --------
Noninterest expense:
Employee compensation and benefits...................... 2,960 3,349 2,951
Occupancy............................................... 1,123 1,459 1,149
Data processing......................................... 330 306 238
Federal insurance premium............................... 329 400 429
Advertising............................................. 100 94 160
Real estate expense..................................... 137 141 186
Professional fees....................................... 165 145 132
Other................................................... 985 1,319 1,067
---------- -------- --------
Total noninterest expense....................... 6,129 7,213 6,312
---------- -------- --------
Earnings before income tax provision...................... 2,773 1,031 1,445
Income tax provision............................ 1,109 412 522
---------- -------- --------
Net earnings.............................................. $ 1,664 $ 619 $ 923
========== ======== ========
Earnings per share........................................ $ 1.65 $ .63 $ .95
========== ======== ========
Weighted average number of shares outstanding............. 1,005,920 984,711 966,864
========== ======== ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
F-4
<PAGE> 89
FORT BROOKE BANK
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
UNREALIZED
GAIN (LOSS)
ADDITIONAL ON TOTAL
NUMBER OF COMMON PAID-IN RETAINED INVESTMENT STOCKHOLDERS'
SHARES STOCK CAPITAL EARNINGS SECURITIES EQUITY
--------- ------- ---------- --------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1992.... 878,967 $7,032 $3,936 $ 1,572 -- $12,540
Net earnings.................. -- -- -- 923 -- 923
Dividend...................... -- -- -- (120) -- (120)
Unrealized gain on investment
securities ................ -- -- -- -- $ 128 128
--------- ------ ------ ------- ----- -------
Balance at December 31, 1993.... 878,967 7,032 3,936 2,375 128 13,471
Net earnings.................. -- -- -- 619 -- 619
Issuance of common stock ..... 35,677 285 8 -- -- 293
Unrealized loss on investment
securities ................ -- -- -- -- (626) (626)
--------- ------ ------ ------- ----- -------
Balance at December 31, 1994.... 914,644 7,317 3,944 2,994 (498) 13,757
Net earnings.................. -- -- -- 1,664 -- 1,664
Stock dividend................ 91,276 730 627 (1,357) -- --
Payment fractional shares .... -- -- -- (3) -- (3)
Unrealized gain on investment
securities................. -- -- -- -- 382 382
--------- ------ ------ ------- ----- -------
Balance at December 31, 1995.... 1,005,920 $8,047 $4,571 $ 3,298 $ (116) $15,800
========= ====== ====== ======= ===== =======
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
F-5
<PAGE> 90
FORT BROOKE BANK
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings............................................. $ 1,664 $ 619 $ 923
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation.......................................... 482 594 440
Provision for credit losses........................... 705 184 344
Loss (gain) from sale of investment securities........ 24 16 (40)
Gain on sale of loans................................. -- -- (168)
Net amortization of fees, premiums and discounts...... (115) (148) 101
FHLB stock dividend................................... -- -- (43)
Write-down on other real estate owned................. 55 81 77
Loss (gain) on sale of other real estate owned........ 38 (34) (9)
Decrease (increase) in other assets................... 10 (55) 156
(Increase) decrease in accrued interest receivable.... (162) (191) 20
Increase (decrease) in accrued interest payable....... 165 (49) (39)
Deferred income tax provision (credit)................ 64 (263) (75)
Increase (decrease) in current income taxes........... 32 41 (152)
(Decrease) increase in other liabilities.............. (27) 14 (263)
-------- -------- --------
Net cash flow provided by operating activities... 2,935 809 1,272
-------- -------- --------
Cash flows from investing activities:
Purchase of investment securities........................ (25,672) (23,133) (24,055)
Proceeds from sales and maturities of investment
securities............................................ 25,056 15,026 12,808
Proceeds from sale of Federal Reserve Bank stock......... -- 110 --
Principal repayments on investment securities............ 2,541 6,076 4,830
Net decrease (increase) in loans......................... (10,458) (10,741) 4,821
Proceeds from sales of other real estate owned........... 343 858 863
Net additions of premises and equipment.................. (774) (801) (2,781)
-------- -------- --------
Net cash used in investing activities............ (8,964) (12,605) (3,514)
-------- -------- --------
Cash flows from financing activities:
Net increase (decrease) in deposits...................... 10,420 (335) 9,488
Net (decrease) increase in advance payments by borrowers
for taxes and insurance............................... (74) 119 (33)
(Decrease) increase in reverse repurchase agreements..... (753) 2,505 (1,787)
Sale of common stock..................................... -- 293 --
Cash dividend paid....................................... (3) -- (120)
-------- -------- --------
Net cash provided by financing activities........ 9,590 2,582 7,548
-------- -------- --------
Net increase (decrease) in cash and cash
equivalents.................................... 3,561 (9,214) 5,306
Cash and cash equivalents at beginning of year............. 8,436 17,650 12,344
-------- -------- --------
Cash and cash equivalents at end of year................... $ 11,997 $ 8,436 $ 17,650
======== ======== ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
F-6
<PAGE> 91
FORT BROOKE BANK
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, BACKGROUND AND BUSINESS
COMBINATION
Background. Fort Brooke Bank (the "Bank" or "Fort Brooke") is a state
chartered commercial bank headquartered in Brandon, Florida. The Bank was
founded on March 20, 1981 as a state savings and loan association. On December
31, 1991, Fort Brooke converted from a savings and loan association to a
commercial bank. On July 14, 1994, Fort Brooke merged with the Merchant
Bancorporation of Florida ("Merchant"). Merchant was a one-bank holding company
founded in 1984. Fort Brooke, through seven banking offices, provides a full
range of banking services to individuals and businesses located primarily in
Hillsborough County, Florida. The Bank also owns all of the common shares of BDW
Holdings Inc. (Subsidiary). The subsidiary's only business activity is the
ownership of a parcel of other real estate.
Business Combination. On July 14, 1994, Merchant was merged with and into
the Bank and 397,904 shares of the Bank's common stock were issued in exchange
for all of the outstanding common stock of Merchant. The merger was accounted
for as a pooling of interests, and accordingly, the accompanying consolidated
financial statements have been restated for all periods prior to the acquisition
to include the results of earnings, financial positions, and cash flows of
Merchant. Expenses of $192,000 relating to the acquisition of Merchant were
charged to expense during 1994.
Net interest income and net earnings for the individual entities were as
follows:
<TABLE>
<CAPTION>
JANUARY 1,
1994
THROUGH YEAR ENDED
JUNE 30, DECEMBER 31,
---------- ------------
1994 1993
---------- ------------
(IN THOUSANDS)
<S> <C> <C>
Net interest income after provision for credit losses and
other income:
Fort Brooke Bank.......................................... $2,551 $5,024
Merchant.................................................. 1,378 2,733
------ ------
Combined............................................... $3,929 $7,757
====== ======
Net earnings:
Fort Brooke Bank.......................................... 115 542
Merchant.................................................. 89 381
------ ------
Combined............................................... $ 204 $ 923
====== ======
</TABLE>
Summary of Significant Accounting Policies. The following is a description
of the significant accounting policies and practices followed by the Bank, which
conform with generally accepted accounting principles and prevailing practices
within the banking industry.
Estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents -- For purposes of the statements of cash flows,
cash and cash equivalents are defined as cash and due from banks.
F-7
<PAGE> 92
FORT BROOKE BANK
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Investment Securities -- The Bank may categorize its investment securities
in one of three categories as follows:
Trading Securities -- Securities held principally for resale in the
near term are classified as trading securities and recorded at their fair
values. Unrealized gains and losses on trading securities are included in
other income.
Securities Available for Sale -- Securities available-for-sale consist
of securities not classified as trading securities nor as securities to be
held-to-maturity. Unrealized holding gains and losses, net of tax, on
securities available-for-sale are reported as a net amount in a separate
component of stockholders' equity.
Securities to be Held to Maturity -- Securities for which the Bank has
the positive intent and ability to hold to maturity are reported at cost,
adjusted for amortization of premiums and accretion of discounts which are
recognized in interest income using the interest method over the period to
maturity.
Declines in the fair value of individual held-to-maturity and
available-for-sale securities below their cost that are other than
temporary may result in write-downs of the individual securities to their
fair value. These write-downs would be included in earnings as realized
losses. Gains and losses on the sale of securities available-for-sale are
determined using the specific identification method.
Uncollected Interest -- The Bank places loans on nonaccrual status when the
loan is more than 90 days past due or if management believes the collection of
interest is doubtful. If the ultimate collectibility of principal and interest
due according to the contractual terms of the loan agreement is in doubt, the
loan is considered impaired, and interest is credited to income when collected.
Loan Impairment and Losses -- On January 1, 1995, the Bank adopted
Statements of Financial Accounting Standards No. 114 and 118 ("SFAS 114 and
118"). These Statements address the accounting by creditors for impairment of
certain loans. The Statements generally require the Bank to identify loans for
which the Bank probably will not receive full repayment of principal and
interest, as impaired loans. The Statements require that impaired loans be
valued at the present value of expected future cash flows, discounted at the
loan's effective interest rate, or at the observable market price of the loan,
or the fair value of the underlying collateral if the loan is collateral
dependent. The Bank has implemented the Statements by modifying its monthly
review of the adequacy of the allowance for credit losses to also identify and
value impaired loans in accordance with guidance in the Statements. The adoption
of the Statements did not have any material effect on the results of operations
for the year ended December 31, 1995.
Management considers a variety of factors in determining whether a loan is
impaired, including (i) any notice from the borrower that the borrower will be
unable to repay all principal and interest amounts contractually due under the
loan agreement, (ii) any delinquency in the principal and interest payments
other than minimum delays or shortfalls in payments, and (iii) other information
known by management which would indicate that full repayment of the principal
and interest is not probable. In evaluating loans for impairment, management
generally considers delinquencies of 60 days or less to be minimum delays, and
accordingly does not consider such delinquent loans to be impaired in the
absence of other indications of impairment.
Management evaluates smaller balance, homogeneous loans for impairment and
adequacy of allowance for credit losses collectively, and evaluates other loans
for impairment individually, on a loan-by-loan basis. The Bank evaluates the
consumer loan portfolio and the residential mortgage loan portfolio which are
smaller balance homogeneous loans for impairment on an aggregate basis, and
utilizes its own historical charge-off experience, as well as the charge-off
experience of its peer group and industry statistics to evaluate the adequacy of
the allowance for credit losses. For all commercial and commercial real estate
loans, the Bank evaluates for impairment on a loan-by-loan basis.
F-8
<PAGE> 93
FORT BROOKE BANK
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Bank evaluates all nonaccrual loans as well as any accruing loans
exhibiting collateral or other credit deficiencies for impairment. With respect
to impaired, collateral-dependent loans, any portion of the recorded investment
in the loan that exceeds the fair value of the collateral is charged off.
For impairment recognized in accordance with these Statements, the entire
change in the present value of expected cash flows, or the entire change in
estimated fair value of collateral for collateral dependent loans is reported as
a provision for credit losses in the same manner in which impairment initially
was recognized or as a reduction in the amount of the provision that otherwise
would be reported.
Loan Origination Fees and Costs -- Loan origination and commitment fees and
certain direct loan origination costs are deferred and the net amount amortized
to interest income as a yield adjustment over the contractual life of the
related loan.
Other Real Estate Owned -- Other real estate owned consists of properties
acquired through foreclosure or by deed in lieu of foreclosure. At the time of
acquisition, such properties are recorded at the lesser of the Bank's net
investment in the related loan or the fair value of the property as determined
by independent appraisal less anticipated selling costs. Any loss arising from
foreclosure is charged against the allowance for loan losses. Gains and losses
on the sale of other real estate owned, write-downs resulting from periodic
reevaluation of the property and expenses associated with holding the properties
are generally charged to other operating expense. Legal expenses and other
direct costs associated with foreclosure actions are included in the
accompanying statements of earnings in other noninterest expense.
Premises and Equipment -- Premises and equipment are stated at cost less
accumulated amortization and depreciation. Improvements to leased property are
amortized over the shorter of the estimated useful lives of the improvements or
the life of the lease. It is the policy of the Bank to provide depreciation
based on the estimated useful life of individual assets, calculated using the
straight-line method. Estimated useful lives generally range from three to
twenty-five years for bank building and improvements, five years for leasehold
improvements and five to ten years for furniture, fixtures and equipment.
Income Taxes -- Provisions for income taxes are based on taxes payable or
refundable for the current year and deferred taxes on temporary differences
between the amount of taxable income and pretax financial income and between the
tax bases of assets and liabilities and their reported amounts in the financial
statements. Deferred tax assets and liabilities are included in the financial
statements at currently enacted income tax rates applicable to the period in
which the deferred tax assets and liabilities are expected to be realized or
settled as prescribed in FASB Statement No. 109, Accounting for Income Taxes. As
changes in tax laws or rates are enacted, deferred tax assets and liabilities
are adjusted through the provision for income taxes.
Fair Values of Financial Instruments -- The following methods and
assumptions were used by the Bank in estimating fair values of financial
instruments:
Cash and Cash Equivalents -- The carrying amounts of cash and due from
banks approximate their fair value.
Investment Securities -- Fair values for investment securities are
based on quoted market prices, where available. If quoted market prices are
not available, fair values are based on quoted market prices of comparable
instruments.
Loans -- For variable rate loans that reprice frequently and have no
significant change in credit risk, fair values are based on carrying
values. Fair values for certain fixed-rate mortgage (e.g. one-to-four
family residential), commercial real estate and commercial loans are
estimated using discounted cash flow analyses, using interest rates
currently being offered for loans with similar terms to borrowers of
similar credit quality.
F-9
<PAGE> 94
FORT BROOKE BANK
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Deposit Liabilities -- The fair values disclosed for demand, NOW,
money market and savings deposits are, by definition, equal to the amount
payable on demand at the reporting date (that is, their carrying amounts).
Fair values for fixed-rate certificates of deposit are estimated using a
discounted cash flow calculation that applies interest rates currently
being offered on certificates to a schedule of aggregated expected monthly
maturities on time deposits.
Short-Term Borrowings -- Rates currently available to the Bank for
debt with similar terms and remaining maturities are used to estimate fair
value of existing debt.
Off-Balance-Sheet Instruments -- Fair values for off-balance-sheet
lending commitments are based on fees currently charged to enter into
similar agreements, taking into account the remaining terms of the
agreements and the counterparties' credit standing.
Advertising -- The Bank expenses all media advertising as incurred.
Per Share Amounts -- Per share amounts are computed by dividing net
earnings by the weighted average number of common shares outstanding during the
period. Earnings per share would not be materially diluted by exercise of
outstanding stock options. All per share amounts have been presented to show the
effect of the ten percent stock dividend declared in 1995.
Future Accounting Requirements -- FASB has issued Statement of Financial
Accounting Standards No. 122 ("SFAS 122") which requires mortgage banking
enterprises that acquire mortgage servicing rights through either the purchase
or origination of mortgage loans and sells or securitizes those loans with
servicing rights retained to allocate the total cost of the mortgage loans to
the mortgage servicing rights and the loans based on their relative fair values.
Mortgage banking enterprises include commercial banks and thrift institutions
that conduct operations substantially similar to the primary operations of a
mortgage banking enterprise. This Statement is effective for 1996. Management
does not anticipate this Statement will have a material impact on the Bank.
The FASB has also issued Statement of Financial Accounting Standards No.
123 ("SFAS 123") which encourages employers to account for stock-based
compensation awards based on their fair value on the date the awards are
granted. The resulting compensation award would be shown as an expense on the
statement of earnings. Entities can choose not to apply the new accounting
method and continue to apply current accounting requirements, which generally
result in no compensation cost for most fixed stock-option plans. Those that do
so, however, will be required to disclose in the notes to the financial
statements what net earnings and earnings per share would have been had they
followed the Statement's accounting method. This Statement is effective for
1996. Management does not anticipate this Statement will have a material impact
on the Bank.
Reclassification. Certain amounts in the 1993 and 1994 financial
statements have been reclassified to conform with the 1995 presentation.
F-10
<PAGE> 95
FORT BROOKE BANK
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(2) INVESTMENT SECURITIES
The amortized cost of investment securities as shown in the accompanying
balance sheets of the Bank and their approximate fair values are as follows (in
thousands):
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- -------
<S> <C> <C> <C> <C>
AT DECEMBER 31, 1995:
Available-for-sale:
U.S. Government and agency obligations....... $11,832 $ 39 $ 15 $11,856
Municipal bonds.............................. 250 2 -- 252
Mortgage-backed securities................... 12,151 23 205 11,969
------- ---- ----- -------
Total................................ $24,233 $ 64 $ 220 $24,077
======= ==== ===== =======
Held-to-maturity:
U.S. Government and agency obligations....... $ 9,942 $ 10 $ 34 $ 9,918
Municipal bonds.............................. 2,228 77 -- 2,305
Mortgage-backed securities................... 7,472 52 21 7,503
------- ---- ----- -------
Total................................ $19,642 $139 $ 55 $19,726
======= ==== ===== =======
AT DECEMBER 31, 1994:
Available-for-sale:
U.S. Government and agency obligations....... $ 3,478 -- $ 210 $ 3,268
Municipal bonds.............................. 2,045 -- 39 2,006
Mortgage-backed securities................... 11,410 -- 521 10,889
------- ---- ----- -------
Total................................ $16,933 -- $ 770 $16,163
======= ==== ===== =======
Held-to-maturity:
U.S. Government and agency obligations....... $18,010 -- $ 611 $17,399
Municipal bonds.............................. 2,229 -- 107 2,122
Mortgage-backed securities................... 8,639 6 353 8,292
------- ---- ----- -------
Total................................ $28,878 $ 6 $1,071 $27,813
======= ==== ===== =======
</TABLE>
On December 31, 1993, the Bank adopted Statement of Financial Accounting
Standards No. 115 and classified investment securities as available-for-sale and
held-to-maturity. On April 30, 1994 the Bank reclassified certain investment
securities from available-for-sale to held-to-maturity. In accordance with
Statement of Financial Accounting Standards No. 115 the unrealized holding loss
at the date of transfer was included as a separate component of stockholders'
equity and is being amortized over the remaining term of the associated
securities as an adjustment of yield. Unrealized loss on investment securities
is summarized below (in thousands):
<TABLE>
<CAPTION>
AT DECEMBER 31,
-----------------
1995 1994
----- -----
<S> <C> <C>
Unrealized loss on investment securities available-for-sale, net
of tax effect of $62 and $308 in 1995 and 1994.................. $ (94) $(462)
Net unamortized unrealized loss on investment securities
transferred from available-for-sale to held-to-maturity, net of
tax effect of $15 and $24 in 1995 and 1994...................... (22) (36)
----- -----
$(116) $(498)
===== =====
</TABLE>
F-11
<PAGE> 96
FORT BROOKE BANK
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Scheduled maturities of debt securities at December 31, 1995 are as follows
(in thousands):
<TABLE>
<CAPTION>
SECURITIES SECURITIES
AVAILABLE-FOR-SALE HELD-TO-MATURITY
--------------------- ---------------------
AMORTIZED MARKET AMORTIZED MARKET
COST VALUE COST VALUE
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Due in one year or less.............................. $ -- $ -- $ 1,999 $ 1,992
Due from one to five years........................... 10,583 10,601 7,943 7,926
Due from five to ten years........................... 1,499 1,507 2,228 2,305
Mortgage-backed securities........................... 12,151 11,969 7,472 7,503
------- ------- ------- -------
$24,233 $24,077 $19,642 $19,726
======= ======= ======= =======
</TABLE>
Expected maturities may differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without
prepayment penalties.
The following summarizes sales of investment securities:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1995 1994 1993
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Proceeds from sale of investment securities........... $ 11,936 $ 11,526 $ 12,808
======= ======= =======
Gross gains from sale of investment securities........ 9 22 40
Gross losses from sale of investment securities....... 33 38 --
------- ------- -------
Net (loss) gain....................................... $ (24) $ (16) $ 40
======= ======= =======
</TABLE>
At December 31, 1995, investment securities with an amortized cost of
approximately $4,909,000 and a market value of $4,889,000, were pledged to
secure public deposits and for other purposes required or permitted by law.
(3) LOANS
The Loan Portfolio -- Major categories of loans included in the loan
portfolio are as follows (in thousands):
<TABLE>
<CAPTION>
AT DECEMBER 31,
---------------------
1995 1994
-------- --------
<S> <C> <C>
Real estate loans:
Residential.................................................. $ 34,539 $ 29,039
Commercial................................................... 52,269 48,256
-------- --------
Total real estate loans.............................. 86,808 77,295
Commercial loans............................................... 25,247 23,774
Consumer loans................................................. 12,109 13,066
-------- --------
Total loans.......................................... 124,164 114,135
Add (deduct):
Allowance for credit losses.................................. (1,702) (1,562)
Deferred loan fees, net...................................... 26 (183)
Other, net................................................... 23 (20)
-------- --------
Loans, net........................................... $122,511 $112,370
======== ========
</TABLE>
At December 31, 1995, 1994 and 1993 the Bank was servicing loans for others
amounting to approximately $11,336,000, $13,135,000 and $17,538,000,
respectively. Servicing loans for others generally
F-12
<PAGE> 97
FORT BROOKE BANK
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
consists of collecting mortgage payments, maintaining escrow accounts,
disbursing payments to investors and processing of foreclosures. Loan servicing
income includes servicing fees from investors and certain charges collected from
borrowers, such as late payment fees.
At December 31, 1995 and 1994, loans in the approximate amount of $879,000
and $1,236,000, respectively, were pledged as collateral for the Bank's line of
credit with the Federal Home Loan Bank of Atlanta.
Credit Risk -- The Bank grants loans to borrowers throughout the State of
Florida with a majority of the loans in the west coast area. Although the Bank
has a diversified loan portfolio, a significant portion of its borrowers'
ability to honor their contracts is dependent upon the economy of the west coast
area of Florida.
An analysis of the changes in the allowance for credit losses is as follows
(in thousands):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1995 1994 1993
------ ------ ------
<S> <C> <C> <C>
Balance at beginning of year............................. $1,562 $1,426 $1,145
Provision charged to operations.......................... 705 184 344
Charge-offs.............................................. (655) (151) (183)
Recoveries............................................... 90 103 120
------ ------ ------
Balance at end of year......................... $1,702 $1,562 $1,426
====== ====== ======
</TABLE>
Loan Impairment and Losses -- The following summarizes the reclassification
of December 31, 1994 amounts which were reclassified as a result of the Bank
adopting SFAS 114 and 118 in 1995:
<TABLE>
<CAPTION>
DECEMBER 31,
1994
----------------
(IN THOUSANDS)
<S> <C>
Insubstance foreclosures reclassified to loans receivable............ $ 72
===
</TABLE>
The following summarizes the amounts of impaired loans (in thousands):
<TABLE>
<CAPTION>
ESTIMATED FAIR
VALUE OF
COLLATERAL
DECEMBER 31,
---------------
1995 1994
---- ----
<S> <C> <C>
Loans identified as impaired:
Gross loans with no related allowance for losses.................. $ -- $ --
Gross loans with related allowance for losses recorded............ 263 --
Less: Allowances on these loans................................... (53) --
---- ----
Net investment in impaired loans.......................... $210 $ --
==== ====
</TABLE>
The average net investment in impaired loans and interest income recognized
and received on impaired loans is as follows (in thousands):
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER
31,
-----------
1995 1994
---- ----
<S> <C> <C>
Average investment in impaired loans.................................... $238 $139
==== ====
Interest income recognized on impaired loans............................ $ -- $ --
==== ====
Interest income received on impaired loans.............................. $ -- $ --
==== ====
</TABLE>
F-13
<PAGE> 98
FORT BROOKE BANK
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Loans to Related Parties -- The aggregate amount of loans owed to the Bank
by its executive and senior officers, directors, and their related entities at
December 31, 1995 and 1994, were approximately $3,371,000 and $5,060,000,
respectively. The activity for the year follows (in thousands):
<TABLE>
<S> <C>
Balance at beginning of year............................................... $ 5,060
Additions.................................................................. 249
Repayments................................................................. (1,938)
-------
Balance at end of year........................................... $ 3,371
=======
</TABLE>
(4) PREMISES AND EQUIPMENT
Premises and equipment are summarized below (in thousands):
<TABLE>
<CAPTION>
AT DECEMBER 31,
---------------
1995 1994
------ ------
<S> <C> <C>
Land................................................................. $1,181 $1,087
Building and leasehold improvements.................................. 3,271 3,194
Furniture, fixtures and equipment.................................... 3,405 3,112
------ ------
Total, at cost..................................................... 7,857 7,393
Less accumulated depreciation........................................ 3,134 2,962
------ ------
Premises and equipment, net................................ $4,723 $4,431
====== ======
</TABLE>
(5) DEPOSITS
A schedule of maturities for certificate of deposit accounts follows (in
thousands):
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
DECEMBER 31, 1995
------------- ------------
<S> <C>
1996.................................................................. $ 49,905
1997.................................................................. 12,336
1998.................................................................. 12,700
1999.................................................................. 1,093
2000 and thereafter................................................... 4,197
-------
$ 80,231
=======
</TABLE>
At December 31, 1995 certificates of deposits in denominations of $100,000
and over were as follows (in thousands):
<TABLE>
<CAPTION>
MATURITY AMOUNT
--------------------------------------------------------------------------- -------
<S> <C>
Three months or less....................................................... $ 4,762
Three to six months........................................................ 4,108
Six months to one year..................................................... 1,861
Over one year.............................................................. 5,105
-------
$15,836
=======
</TABLE>
F-14
<PAGE> 99
FORT BROOKE BANK
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(6) SHORT-TERM BORROWINGS
At December 31, 1995, the Bank has agreements to sell investment securities
to its customers under revolving sales/repurchase agreements aggregating
$4,900,000, and the Bank has a $10,000,000 revolving reverse repurchase
agreement with another bank. The following table provides information on these
agreements (dollars in thousands):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1995 1994 1993
------ ------ ------
<S> <C> <C> <C>
Maximum borrowing at any month-end within the period..... $5,449 $4,250 $3,753
Average borrowing during the year........................ 2,091 1,322 781
Average interest cost during the year.................... 4.85% 4.24% 3.09%
Average interest cost at end of the year................. 3.90 4.84 2.50
</TABLE>
Securities sold under agreements to repurchase are summarized below (in
thousands):
<TABLE>
<CAPTION>
AT DECEMBER 31,
-------------------
1995 1994
------- -------
<S> <C> <C>
Agreements to repurchase the same security with another bank..... $ -- $ 1,225
Customer repurchase agreements................................... 1,965 1,493
------- -------
Total.................................................. $ 1,965 $ 2,718
======= =======
Securities pledged as collateral for the agreements, at amortized
cost which approximate market.................................. $15,323 $12,519
======= =======
</TABLE>
The Bank has an available line of credit with the Federal Home Loan Bank of
Atlanta in the amount of $5,000,000, which expires in March 1996. As of December
31, 1995 and 1994, no amounts had been drawn on this line.
The Bank has negotiated an unsecured overnight Federal Funds line of credit
of up to $1,500,000 with the Independent Bankers' Bank of Florida and $1,000,000
with another bank. As of December 31, 1995 and 1994 no funds had been drawn
against these lines.
(7) COMMITMENTS
Financial Instruments with Off-Balance Sheet Risk -- In the normal course
of business the Bank is party to financial instruments not reflected in the
accompanying financial statements. These financial instruments are shown below
(in thousands):
<TABLE>
<CAPTION>
AT DECEMBER 31,
-------------------
1995 1994
------- -------
<S> <C> <C>
Unfunded loan commitments at variable rates...................... $ 5,272 $ 2,478
======= =======
Available lines of credit........................................ $18,981 $16,267
======= =======
Standby letters of credit........................................ $ 1,248 $ 350
======= =======
</TABLE>
The Bank's exposure to credit loss in the event of nonperformance by the
other party to these financial instruments is represented by the contractual
amount of those instruments. The credit and collateral policies applied in
extending these commitments are essentially the same as those required by the
Bank for the financial instruments which are included in the accompanying
balance sheets. The Bank evaluates each borrower's credit worthiness on a
case-by-case basis. The amount of collateral obtained by the Bank, if any, is
based upon management's credit evaluation of the borrower. Such collateral may
include real estate, receivables, inventory, vehicles and equipment or other
types of assets. Since the Bank's loan commitments
F-15
<PAGE> 100
FORT BROOKE BANK
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
often expire without being drawn upon, the total amount of these commitments
does not necessarily represent a required future use of the Bank's cash or
equivalents.
Leases -- The Bank leases certain facilities under operating leases with
noncancellable terms. Rental expense amounted to $286,000, $420,000 and $523,000
for the years ended December 31, 1995, 1994 and 1993, respectively. Rental
income amounted to $89,000 and $60,000 for the years ended December 31, 1995 and
1994. The operating lease agreements contain escalator clauses based upon the
consumer price index and increases in proportionate operating costs of the
facilities and provide for annual adjustments to the previous year's rental. A
summary of the future minimum operating lease commitments are as follows (in
thousands):
<TABLE>
<CAPTION>
OPERATING OPERATING
YEAR ENDING LEASE LEASE
DECEMBER 31, EXPENSE INCOME
---------------------------------------------------------------- --------- ---------
<S> <C> <C>
1996.......................................................... $ 200 $ 131
1997.......................................................... 137 131
1998.......................................................... 47 125
1999.......................................................... 35 122
2000.......................................................... 35 101
After 2000.................................................... 6 --
---- ----
$ 460 $ 610
==== ====
</TABLE>
(8) INCOME TAXES
The provision for income taxes is different than the amount computed by
applying the federal statutory rate of 34% as indicated in the following
analysis (dollars in thousands):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------
1995 1994 1993
--------------------- --------------------- ---------------------
% OF PRETAX % OF PRETAX % OF PRETAX
AMOUNT EARNINGS AMOUNT EARNINGS AMOUNT EARNINGS
------ ------------ ------ ------------ ------ ------------
<S> <C> <C> <C> <C> <C> <C>
Tax provision at statutory
rate....................... $ 943 34.0% $350 34.0% $491 34.0%
Increase (decrease) resulting
from:
State taxes, net of federal
income tax benefit...... 80 2.9 27 2.6 20 1.4
Nondeductible merger
expenses................ -- -- 50 4.9 -- --
Other, net................... 86 3.1 (15) (1.5) 11 .7
------ ---- ---- ---- ---- ----
Income tax
provision........ $1,109 40.0% $412 40.0% $522 36.1%
====== ==== ==== ==== ==== ====
</TABLE>
F-16
<PAGE> 101
FORT BROOKE BANK
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The provision (credit) for income taxes consisted of the following (in
thousands):
<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
------- -------- ------
<S> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1995:
Federal.................................................... $ 933 $ 55 $ 988
State...................................................... 112 9 121
------ ----- ------
Total.............................................. $ 1,045 $ 64 $1,109
====== ===== ======
YEAR ENDED DECEMBER 31, 1994:
Federal.................................................... $ 596 $ (225) $ 371
State...................................................... 79 (38) 41
------ ----- ------
Total.............................................. $ 675 $ (263) $ 412
====== ===== ======
YEAR ENDED DECEMBER 31, 1993:
Federal.................................................... $ 555 $ (64) $ 491
State...................................................... 42 (11) 31
------ ----- ------
Total.............................................. $ 597 $ (75) $ 522
====== ===== ======
</TABLE>
The tax effects of each type of significant item that gave rise to deferred
taxes are (in thousands):
<TABLE>
<CAPTION>
AT DECEMBER 31,
--------------
1995 1994
----- -----
<S> <C> <C>
Deferred tax assets:
Allowance for loan losses........................................... $ 364 $ 347
Real estate writedowns.............................................. 83 88
Unrealized loss on investment securities............................ 78 332
Other............................................................... 12 17
----- -----
Total gross deferred tax assets............................. 537 784
----- -----
Deferred tax liabilities:
Federal Home Loan Bank stock basis.................................. (109) (109)
Deferred loan fees.................................................. (98) (63)
Accumulated depreciation on property and equipment.................. (77) (28)
Section 481 change in accounting method adjustment.................. (16) (33)
Core deposit amortization........................................... (20) (22)
Other............................................................... (6) --
----- -----
Total gross deferred tax liabilities........................ (326) (255)
----- -----
Net deferred tax asset...................................... $ 211 $ 529
===== =====
</TABLE>
F-17
<PAGE> 102
FORT BROOKE BANK
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(9) STOCK OPTIONS
The Bank has a nonqualified stock option plan (the "Plan") for its officers
and employees. Under the Plan, the option price shall not be less than the
estimated fair market value of the shares on the date of grant. An individual
option granted under the Plan may not exceed 33,000 shares, is exercisable as of
the date of grant, and may have a term of up to ten years. The maximum number of
shares which may be subject to options issued and outstanding pursuant to the
Plan is initially 76,319 shares, which may be increased by the Board of
Directors to the lesser of 110,000 shares or an amount equal to 20% of the
shares which shall be issued and outstanding at any time during the term of the
Plan. A summary of transactions follows:
<TABLE>
<CAPTION>
AVERAGE
PER SHARE NUMBER OF AGGREGATE
PRICE SHARES OPTION PRICE
--------- --------- --------------
(IN THOUSANDS)
<S> <C> <C> <C>
Outstanding at December 31, 1993 and 1992............ $ 8.91 43,545 $388
Options granted.................................... 13.22 30,855 408
Options exercised.................................. 8.37 (22,110) (185)
Options from terminated employees.................. 9.09 (110) (1)
------- ----
Outstanding at December 31, 1994..................... 11.69 52,180 610
Options granted.................................... 15.07 9,050 136
Options from terminated employees.................. 12.98 (770) (10)
------ ------- ----
Outstanding at December 31, 1995..................... $ 12.17 60,460 $736
====== ======= ====
</TABLE>
(10) STOCK DIVIDEND
The Board of Directors declared a 10% stock dividend payable on August 1,
1995 to stockholders of record on June 30, 1995. Accordingly, the Bank
capitalized approximately $1,357,000 of retained earnings which represents
91,276 shares at date of record. All per share amounts have been presented to
reflect this stock dividend.
(11) PROFIT SHARING PLAN
The Bank maintains a qualified Section 401(k) profit sharing plan and trust
(the "Plan"). Under the Plan, a participating employee may make an elective
contribution under a salary reduction arrangement of up to 15% of his or her
compensation. In addition, the Bank may make a separate discretionary matching
contribution. The Bank's contribution in 1995, 1994 and 1993 was $22,300,
$17,300 and $13,600, respectively.
(12) REGULATORY MATTERS
Banking laws and regulations limit the amount of dividends that may be paid
by the Bank. The FDIC requires insured banks to maintain certain specified
levels of capital.
Leverage-Capital Ratio -- The FDIC requires banks to maintain a minimum
leverage-capital ratio of Tier I capital (as defined) to total assets. The
leverage-capital ratio generally ranges from 3% to 5% based on the bank's rating
under the regulatory rating system. The Bank's required leverage-capital ratio
at December 31, 1995 was 4%.
Risk-Weighted Assets Capital Ratios -- The FDIC has also adopted a
risk-based capital statement of policy which imposes an additional capital
standard on insured banks. Under this regulation, a bank must classify its
assets and certain off-balance sheet activities into categories, and maintain
specified levels of capital for each category. The amount of capital that is
required is dependent upon the amount of risk attributed to each category by the
FDIC. A bank must have a total risk-based capital ratio of no less than 8%
F-18
<PAGE> 103
FORT BROOKE BANK
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
and a Tier I capital to risk-weighted assets ratio of no less than 4%. Under the
statement of policy, certain assets are required to be deducted from risk-based
capital. Such assets include certain nonqualifying intangible assets,
unconsolidated banking and finance subsidiaries, investments in securities
subsidiaries, and reciprocal holdings of capital instruments with other banks.
In addition, the FDIC may consider deducting other assets on a case-by-case
basis or investments in other subsidiaries on a case-by-case basis or based on
the general characteristics or functional nature of the subsidiaries.
Capital Ratios -- At December 31, 1995, a comparison of the required
capital ratios to actual capital ratios was as follows:
<TABLE>
<CAPTION>
RATIOS OF REGULATORY
THE BANK REQUIREMENT
---------- -----------
<S> <C> <C>
AT DECEMBER 31, 1995:
Total capital to risk-weighted assets......................... 13.64% 8.00%
Tier I capital to risk-weighted assets........................ 12.39 4.00
Tier I capital to total average assets -- leverage ratio...... 8.55 4.00
</TABLE>
(13) SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Supplemental disclosure of cash flow information is as follows (in
thousands):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1995 1994 1993
------ ------ ------
<S> <C> <C> <C>
Cash paid during the period for:
Interest............................................... $5,423 $4,497 $4,669
====== ====== ======
Income taxes........................................... $1,027 $ 448 $ 447
====== ====== ======
Noncash transactions:
Reclassification of other real estate owned to loans... $ 374 $ -- $ --
====== ====== ======
Unrealized gain (loss) on securities
available-for-sale.................................. $ 614 $ (958) $ 128
====== ====== ======
Stock dividends........................................ $1,357 $ -- $ --
====== ====== ======
</TABLE>
F-19
<PAGE> 104
FORT BROOKE BANK
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(14) FAIR VALUES OF FINANCIAL INSTRUMENTS
The estimated fair values of the Bank's financial instruments were as
follows (in thousands):
<TABLE>
<CAPTION>
AT DECEMBER 31, 1995
---------------------
CARRYING FAIR
AMOUNT VALUE
-------- --------
<S> <C> <C>
Financial assets:
Cash and due from banks...................................... $ 11,997 $ 11,997
Investment securities........................................ 43,719 43,803
Loans........................................................ 122,511 122,560
Accrued interest receivable.................................. 1,266 1,266
FHLB stock................................................... 809 809
Financial liabilities:
Deposit liabilities.......................................... $168,297 $169,112
Short term borrowings........................................ 1,965 1,965
Off-balance-sheet instruments:
Commitments to extend credit................................. $ 5,272 $ 5,272
Available lines of credit.................................... 18,981 18,981
Standby letters of credit.................................... 1,248 1,248
</TABLE>
(15) CONTINGENT LIABILITY
The FDIC has proposed a one-time assessment on all SAIF-insured deposits,
in the range of 85 cents to 90 cents per $100 of domestic deposits, held as of
March 31, 1995. This one-time assessment is intended to recapitalize the SAIF to
the required level of 1.25% of insured deposits, and could be payable in early
1996. If the assessment is made at the proposed rate, the effect on the Bank
would be a pretax charge of approximately $839,000 (0.85% on deposits of $98.7
million at March 31, 1995), or $503,000 after tax (40% assumed tax rate).
F-20
<PAGE> 105
FORT BROOKE BANCORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30,
1996
-------------
(UNAUDITED)
<S> <C>
ASSETS
Cash and due from banks......................................................... $ 11,300
--------
Investment securities:
Available for sale............................................................ 21,228
Held to maturity.............................................................. 18,387
--------
Total investment securities........................................... 39,615
--------
Loans, net of allowance for credit losses of $1,877............................. 131,764
Other real estate owned......................................................... 1,398
Property and equipment, net..................................................... 5,201
Federal Home Loan Bank stock.................................................... 809
Accrued interest receivable..................................................... 1,306
Deferred tax asset.............................................................. 376
Other assets.................................................................... 827
--------
Total................................................................. $ 192,596
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand deposits............................................................... $ 32,883
Savings and NOW deposits...................................................... 33,318
Money market deposits......................................................... 18,326
Other time deposits........................................................... 88,570
--------
Total deposits........................................................ 173,097
Advances by borrowers for taxes and insurance................................... 506
Short term borrowings........................................................... 707
Accrued interest payable........................................................ 483
Current income taxes............................................................ --
Other liabilities............................................................... 1,688
--------
Total liabilities..................................................... 176,481
--------
Stockholders' equity:
Common stock.................................................................. 7,924
Additional paid-in capital.................................................... 4,501
Retained earnings............................................................. 4,041
Unrealized loss on investment securities...................................... (351)
--------
Total stockholders' equity............................................ 16,115
--------
Total................................................................. $ 192,596
========
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
F-21
<PAGE> 106
FORT BROOKE BANCORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------
1996 1995
--------- ---------
(UNAUDITED)
<S> <C> <C>
Interest income:
Interest on loans................................................... $ 8,859 $ 8,152
Interest on investment securities................................... 1,897 1,870
Other interest...................................................... 241 357
--------- ---------
Total interest income.......................................... 10,997 10,379
--------- ---------
Interest expense:
Interest on deposits................................................ 4,253 4,016
Interest on other borrowings........................................ 71 89
--------- ---------
Total interest expense......................................... 4,324 4,105
--------- ---------
Net interest income............................................ 6,673 6,274
Provision (credit) for credit losses.................................. (30) 478
--------- ---------
Net interest income after provision (credit) for credit
losses........................................................ 6,703 5,796
--------- ---------
Noninterest income:
Other fees and service charges...................................... 1,007 849
Loss on sale of investment securities............................... (22) (24)
Other income........................................................ 146 103
--------- ---------
Total noninterest income....................................... 1,131 928
--------- ---------
Noninterest expense:
Employee compensation and benefits.................................. 2,469 2,198
Occupancy........................................................... 1,019 882
Data processing..................................................... 276 245
Federal insurance premium........................................... 179 253
SAIF recapitalization assessment.................................... 648 --
Advertising......................................................... 120 87
Real estate expense................................................. 131 52
Professional fees................................................... 216 108
Other............................................................... 951 931
--------- ---------
Total noninterest expense...................................... 6,009 4,756
--------- ---------
Earnings before income tax provision........................... 1,825 1,968
Income tax provision.................................................. 624 787
--------- ---------
Net earnings.......................................................... $ 1,201 $ 1,181
========= =========
Earnings per share.................................................... $ 1.20 $ 1.17
========= =========
Weighted average number of shares outstanding......................... 1,001,305 1,005,920
========= =========
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
F-22
<PAGE> 107
FORT BROOKE BANCORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1996
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
UNREALIZED
ADDITIONAL LOSS ON TOTAL
NUMBER OF COMMON PAID-IN RETAINED INVESTMENT STOCKHOLDERS'
SHARES STOCK CAPITAL EARNINGS SECURITIES EQUITY
--------- ------ ---------- -------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1995........ 1,005,920 $8,047 $4,571 $3,298 $ (116) $15,800
Net earnings (unaudited).......... -- -- -- 1,201 -- 1,201
Cash dividend (unaudited)......... -- -- -- (251) -- (251)
Purchase and retirement of shares
from dissenting stockholders
upon formation of holding
company (unaudited)............ (15,367) (123) (70) (207) -- (400)
Unrealized loss on investment
securities (unaudited)......... -- -- -- -- (235) (235)
--------- ------ ------ ------ ----- -------
Balance at September 30, 1996
(unaudited)....................... 990,553 $7,924 $4,501 $4,041 $ (351) $16,115
========= ====== ====== ====== ===== =======
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
F-23
<PAGE> 108
FORT BROOKE BANCORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------
1996 1995
-------- --------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net earnings......................................................... $ 1,201 $ 1,181
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Depreciation...................................................... 412 355
Provision (credit) for credit losses.............................. (30) 478
Loss from sale of investment securities........................... 22 24
Net amortization of fees, premiums and discounts.................. (10) (107)
Write down on other real estate owned............................. 73 --
(Increase) decrease in other assets............................... (94) 100
Increase in accrued interest receivable........................... (40) (190)
(Decrease) increase in accrued interest payable................... (7) 130
Decrease in current income taxes.................................. (158) (46)
Increase in other liabilities..................................... 1,010 305
Gain on sale of other real estate owned........................... (1) (9)
Provision for deferred taxes...................................... -- 18
-------- --------
Net cash flow provided by operating activities............... 2,378 2,239
-------- --------
Cash flows from investing activities:
Purchase of investment securities.................................... (14,218) (16,270)
Proceeds from sales and maturities of investment securities.......... 15,026 14,555
Principal repayments on investment securities........................ 2,874 1,656
Net increase in loans................................................ (9,837) (3,805)
Proceeds from sales of other real estate owned....................... 301 234
Purchase of property and equipment................................... (890) (316)
-------- --------
Net cash used in investing activities........................ (6,744) (3,946)
-------- --------
Cash flows from financing activities:
Net increase in deposits............................................. 4,800 5,550
Net increase in advance payments by borrowers for taxes and
insurance......................................................... 378 302
Cash dividend........................................................ (251) (3)
Decrease in short term borrowings.................................... (1,258) (1,991)
-------- --------
Net cash provided by financing activities.................... 3,669 3,858
-------- --------
Net (decrease) increase in cash and due from banks........... (697) 2,151
Cash and due from banks at beginning of period......................... 11,997 8,436
-------- --------
Cash and due from banks at end of period............................... $ 11,300 $ 10,587
======== ========
Cash paid during the period for:
Interest............................................................. $ 4,331 $ 3,886
======== ========
Income taxes......................................................... $ 865 $ 814
======== ========
Noncash transactions:
Reclassification of loans to other real estate....................... $ 624 $ 47
======== ========
(Decrease) increase in unrealized loss on investment securities
available-for-sale................................................ (235) $ 650
======== ========
Liability incurred to purchase shares from dissenting stockholders... $ 400 $ --
======== ========
Stock dividend....................................................... $ -- $ 1,357
======== ========
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
F-24
<PAGE> 109
FORT BROOKE BANCORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
General. Effective July 10, 1996 the common shareholders of Fort Brooke
Bank (the "Bank") exchanged their common shares for common shares of Fort Brooke
Bancorporation (the "Holding Company"), and at that time the Bank became a
wholly-owned subsidiary of the Holding Company. The only business of the Holding
Company is the ownership and operation of the Bank. The Holding Company and the
Bank are collectively referred to as the "Company". The formation of the Holding
Company and exchange of shares has been accounted for as a pooling of interests.
In the opinion of the management of the Company, the accompanying condensed
consolidated financial statements contain all adjustments (consisting
principally of normal recurring accruals) necessary to present fairly the
financial position at September 30, 1996, the results of operations and cash
flows for the nine month period ended September 30, 1996 and 1995, for the
three-month and nine-month periods ended September 30, 1996 and 1995. The
results of operations for the three and nine months ended September 30, 1996 are
not necessarily indicative of the results to be expected for the full year.
Loan Impairment and Losses. The Company has identified loans totaling
$67,000 and $184,000 as impaired at September 30, 1996 and 1995. The activity in
the allowance for credit losses is as follows:
<TABLE>
<CAPTION>
FOR THE NINE MONTHS
ENDED SEPTEMBER 30,
-------------------
1996 1995
------ ------
(IN THOUSANDS)
<S> <C> <C>
Balance, beginning of period..................................... $1,702 1,562
Provision (credit) charged to earnings........................... (30) 478
Recoveries, net of charge-offs................................... 205 (426)
------ ------
Balance, end of period........................................... $1,877 1,614
====== ======
</TABLE>
Earnings Per Common Share -- Earnings per common share were computed by
dividing the net earnings for the period by the weighted-average number of
shares outstanding. The effect of the outstanding options was not material.
Pending Acquisition of the Company. -- On September 23, 1996, the Company
entered into a contract to merge the Company into Colonial BancGroup
("Colonial"). Colonial will exchange sufficient common stock to equal $31.50 per
share for 990,553 shares of the Company. This transaction is subject to the
approval of stockholders and various regulatory authorities.
F-25
<PAGE> 110
APPENDIX A
AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
THE COLONIAL BANCGROUP, INC.,
AND
FORT BROOKE BANCORPORATION
DATED AS OF
NOVEMBER 18, 1996
<PAGE> 111
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
ARTICLE 1 -- NAME
1.1 Name........................................................................ A-1
ARTICLE 2 -- MERGER -- TERMS AND CONDITIONS
2.1 Applicable Law.............................................................. A-1
2.2 Corporate Existence......................................................... A-1
2.3 Articles of Incorporation and Bylaws........................................ A-1
2.4 Resulting Corporation's Officers and Board.................................. A-2
2.5 Stockholder Approval........................................................ A-2
2.6 Further Acts................................................................ A-2
2.7 Effective Date and Closing.................................................. A-2
2.8 Subsidiary Bank Merger...................................................... A-2
ARTICLE 3 -- CONVERSION OF ACQUIRED CORPORATION STOCK
3.1 Conversion of Acquired Corporation Stock.................................... A-2
3.2 Surrender of Acquired Corporation Stock..................................... A-3
3.3 Fractional Shares........................................................... A-4
3.4 Adjustments................................................................. A-4
3.5 BancGroup Stock............................................................. A-4
3.6 Dissenting Rights........................................................... A-4
ARTICLE 4 -- REPRESENTATIONS, WARRANTIES AND COVENANTS OF BANCGROUP
4.1 Organization................................................................ A-4
4.2 Capital Stock............................................................... A-4
4.3 Financial Statements; Taxes................................................. A-4
4.4 No Conflict with Other Instrument........................................... A-5
4.5 Absence of Material Adverse Change.......................................... A-5
4.6 Approval of Agreements...................................................... A-5
4.7 Tax Treatment............................................................... A-6
4.8 Title and Related Matters................................................... A-6
4.9 Subsidiaries................................................................ A-6
4.10 Contracts................................................................... A-6
4.11 Litigation.................................................................. A-6
4.12 Compliance.................................................................. A-6
4.13 Registration Statement...................................................... A-6
4.14 SEC Filings................................................................. A-7
4.15 Form S-4.................................................................... A-7
4.16 Brokers..................................................................... A-7
4.17 Government Authorization.................................................... A-7
4.18 Absence of Regulatory Communications........................................ A-7
4.19 Disclosure.................................................................. A-7
ARTICLE 5 -- REPRESENTATIONS, WARRANTIES AND COVENANTS OF ACQUIRED CORPORATION
5.1 Organization................................................................ A-8
5.2 Capital Stock............................................................... A-8
5.3 Subsidiaries................................................................ A-8
5.4 Financial Statements; Taxes................................................. A-8
5.5 Absence of Certain Changes or Events........................................ A-9
5.6 Title and Related Matters................................................... A-10
5.7 Commitments................................................................. A-11
</TABLE>
i
<PAGE> 112
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
5.8 Charter and Bylaws.......................................................... A-11
5.9 Litigation.................................................................. A-11
5.10 Material Contract Defaults.................................................. A-11
5.11 No Conflict with Other Instrument........................................... A-11
5.12 Governmental Authorization.................................................. A-11
5.13 Absence of Regulatory Communications........................................ A-11
5.14 Absence of Material Adverse Change.......................................... A-12
5.15 Insurance................................................................... A-12
5.16 Pension and Employee Benefit Plans.......................................... A-12
5.17 Buy-Sell Agreement.......................................................... A-12
5.18 Brokers..................................................................... A-12
5.19 Approval of Agreements...................................................... A-12
5.20 Disclosure.................................................................. A-13
5.21 Registration Statement...................................................... A-13
5.22 Loans; Adequacy of Allowance for Loan Losses................................ A-13
5.23 Environmental Matters....................................................... A-13
5.24 Transfer of Shares.......................................................... A-13
5.25 Collective Bargaining....................................................... A-14
5.26 Labor Disputes.............................................................. A-14
5.27 Derivative Contracts........................................................ A-14
ARTICLE 6 -- ADDITIONAL COVENANTS
6.1 Additional Covenants of BancGroup........................................... A-14
6.2 Additional Covenants of Acquired Corporation................................ A-16
ARTICLE 7 -- MUTUAL COVENANTS AND AGREEMENTS
7.1 Best Efforts; Cooperation................................................... A-18
7.2 Press Release............................................................... A-18
7.3 Mutual Disclosure........................................................... A-18
7.4 Access to Properties and Records............................................ A-19
7.5 Notice of Adverse Changes................................................... A-19
ARTICLE 8 -- CONDITIONS TO OBLIGATIONS OF ALL PARTIES
8.1 Approval by Shareholders.................................................... A-19
8.2 Regulatory Authority Approval............................................... A-19
8.3 Litigation.................................................................. A-19
8.4 Registration Statement...................................................... A-19
8.5 Tax Opinion................................................................. A-20
ARTICLE 9 -- CONDITIONS TO OBLIGATIONS OF ACQUIRED CORPORATION
9.1 Representations, Warranties and Covenants................................... A-20
9.2 Adverse Changes............................................................. A-20
9.3 Closing Certificate......................................................... A-20
9.4 Opinion of Counsel.......................................................... A-21
9.5 Fairness Opinion............................................................ A-21
9.6 NYSE Listing................................................................ A-21
9.7 Other Matters............................................................... A-21
9.8 Material Events............................................................. A-21
ARTICLE 10 -- CONDITIONS TO OBLIGATIONS OF BANCGROUP
10.1 Representations, Warranties and Covenants................................... A-21
10.2 Adverse Changes............................................................. A-21
10.3 Closing Certificate......................................................... A-22
10.4 Opinion of Counsel.......................................................... A-22
10.5 Controlling Shareholders.................................................... A-22
</TABLE>
ii
<PAGE> 113
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
10.6 Other Matters............................................................... A-22
10.7 Dissenters.................................................................. A-22
10.8 Material Events............................................................. A-23
10.9 Severance Agreements........................................................ A-23
10.10 Pooling of Interest......................................................... A-23
ARTICLE 11 -- TERMINATION OF REPRESENTATIONS AND WARRANTIES............................ A-23
ARTICLE 12 -- NOTICES.................................................................. A-23
ARTICLE 13 -- AMENDMENT OR TERMINATION
13.1 Amendment................................................................... A-24
13.2 Termination................................................................. A-24
13.3 Damages..................................................................... A-25
ARTICLE 14 -- DEFINITIONS.............................................................. A-25
ARTICLE 15 -- MISCELLANEOUS
15.1 Expenses.................................................................... A-29
15.2 Benefit..................................................................... A-29
15.3 Governing Law............................................................... A-29
15.4 Counterparts................................................................ A-29
15.5 Headings.................................................................... A-29
15.6 Severability................................................................ A-29
15.7 Construction................................................................ A-29
15.8 Return of Information....................................................... A-29
15.9 Equitable Remedies.......................................................... A-29
15.10 Attorneys' Fees............................................................. A-29
15.11 No Waiver................................................................... A-30
15.12 Remedies Cumulative......................................................... A-30
15.13 Entire Contract............................................................. A-30
</TABLE>
iii
<PAGE> 114
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of this the
18th day of November 1996, by and between FORT BROOKE BANCORPORATION ("Acquired
Corporation"), a Florida corporation, and THE COLONIAL BANCGROUP, INC.
("BancGroup"), a Delaware corporation.
W I T N E S S E T H
WHEREAS, Acquired Corporation operates as a bank holding company for its
wholly owned subsidiary, Fort Brooke Bank (the "Bank"), with its principal
office in Brandon, Florida; and
WHEREAS, BancGroup is a bank holding company with Subsidiary banks in
Alabama, Florida, Georgia and Tennessee; and
WHEREAS, Acquired Corporation wishes to merge with BancGroup; and
WHEREAS, it is the intention of BancGroup and Acquired Corporation that
such Merger shall qualify for federal income tax purposes as a "reorganization"
within the meaning of section 368(a) of the Code, as defined herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the Parties hereto agree as follows:
ARTICLE 1
NAME
1.1 Name. The name of the corporation resulting from the Merger shall be
"The Colonial BancGroup, Inc."
ARTICLE 2
MERGER -- TERMS AND CONDITIONS
2.1 Applicable Law. On the Effective Date, Acquired Corporation shall be
merged with and into BancGroup (herein referred to as the "Resulting
Corporation" whenever reference is made to it as of the time of merger or
thereafter). The Merger shall be undertaken pursuant to the provisions of and
with the effect provided in the DGCL and, to the extent applicable, the FBCA.
The offices and facilities of Acquired Corporation and of BancGroup shall become
the offices and facilities of the Resulting Corporation.
2.2 Corporate Existence. On the Effective Date, the corporate existence of
Acquired Corporation and of BancGroup shall, as provided in the DGCL and the
FBCA, be merged into and continued in the Resulting Corporation, and the
Resulting Corporation shall be deemed to be the same corporation as Acquired
Corporation and BancGroup. All rights, franchises and interests of Acquired
Corporation and BancGroup, respectively, in and to every type of property (real,
personal and mixed) and choses in action shall be transferred to and vested in
the Resulting Corporation by virtue of the Merger without any deed or other
transfer. The Resulting Corporation on the Effective Date, and without any order
or other action on the part of any court or otherwise, shall hold and enjoy all
rights of property, franchises and interests, including appointments,
designations and nominations and all other rights and interests as trustee,
executor, administrator, transfer agent and registrar of stocks and bonds,
guardian of estates, assignee, and receiver and in every other fiduciary
capacity and in every agency, and capacity, in the same manner and to the same
extent as such rights, franchises and interests were held or enjoyed by Acquired
Corporation and BancGroup, respectively, on the Effective Date.
2.3 Articles of Incorporation and Bylaws. On the Effective Date, the
certificate of incorporation and bylaws of the Resulting Corporation shall be
the restated certificate of incorporation and bylaws of BancGroup as they exist
immediately before the Effective Date.
A-1
<PAGE> 115
2.4 Resulting Corporation's Officers and Board. The board of directors and
the officers of the Resulting Corporation on the Effective Date shall consist of
those persons serving in such capacities of BancGroup as of the Effective Date.
2.5 Stockholder Approval. This Agreement shall be submitted to the
shareholders of Acquired Corporation at the Stockholders Meeting to be held as
promptly as practicable consistent with the satisfaction of the conditions set
forth in this Agreement. Upon approval by the requisite vote of the shareholders
of Acquired Corporation as required by applicable Law, the Merger shall become
effective as soon as practicable thereafter in the manner provided in section
2.7 hereof.
2.6 Further Acts. If, at any time after the Effective Date, the Resulting
Corporation shall consider or be advised that any further assignments or
assurances in law or any other acts are necessary or desirable (i) to vest,
perfect, confirm or record, in the Resulting Corporation, title to and
possession of any property or right of Acquired Corporation or BancGroup,
acquired as a result of the Merger, or (ii) otherwise to carry out the purposes
of this Agreement, BancGroup and its officers and directors shall execute and
deliver all such proper deeds, assignments and assurances in law and do all acts
necessary or proper to vest, perfect or confirm title to, and possession of,
such property or rights in the Resulting Corporation and otherwise to carry out
the purposes of this Agreement; and the proper officers and directors of the
Resulting Corporation are fully authorized in the name of Acquired Corporation
or BancGroup, or otherwise, to take any and all such action.
2.7 Effective Date and Closing. Subject to the terms of all requirements
of Law and the conditions specified in this Agreement, the Merger shall become
effective on the date specified in the Certificate of Merger to be issued by the
Secretary of State of the State of Delaware (such time being herein called the
"Effective Date"). The Closing shall take place at the offices of BancGroup, in
Montgomery, Alabama, at 11:00 a.m. on the date that the Effective Date occurs or
at such other place and time that the Parties may mutually agree.
2.8 Subsidiary Bank Merger. BancGroup and Acquired Corporation anticipate
that immediately after the Effective Date the Bank will merge with and into
Colonial Bank, BancGroup's Florida incorporated Subsidiary bank ("Colonial
Bank"). The exact timing and structure of such merger are not known at this
time, and BancGroup in its discretion will finalize such timing and structure at
a later date. Acquired Corporation will cooperate with BancGroup in the
execution of appropriate documentation relating to such merger.
ARTICLE 3
CONVERSION OF ACQUIRED CORPORATION STOCK
3.1 Conversion of Acquired Corporation Stock. (a) On the Effective Date,
each share of common stock of Acquired Corporation outstanding and held by
Acquired Corporation's shareholders (the "Acquired Corporation Stock"), shall be
converted by operation of law and without any action by any holder thereof into
shares of BancGroup Common Stock at a per share price of $31.50 (the "Merger
Consideration") as specified below. Specifically, each outstanding share of
Acquired Corporation Stock shall (subject to section 3.3 hereof), be converted
into such number of shares of BancGroup Common Stock equal to $31.50 divided by
the Market Value. The "Market Value" shall represent the per share market value
of the BancGroup Common Stock at the Effective Date and shall be determined by
calculating the average of the closing prices of the Common Stock of BancGroup
as reported by the NYSE on each of the ten (10) consecutive trading days ending
on the trading day immediately preceding the Effective Date, provided that if
the Market Value, as calculated, is less than $32.00, the Market Value shall be
deemed to be $32.00, and if the Market Value, as calculated, is greater than
$39.00, the Market Value shall be deemed to be $39.00. Accordingly, the maximum
number of shares of BancGroup Common Stock to be issued in the Merger shall be
975,076 and the minimum number of shares of BancGroup Common Stock to be issued
in the Merger shall be 800,062 assuming 990,553 shares of Acquired Corporation
common stock outstanding. To the extent that the number of shares of Acquired
Corporation Stock may increase based upon the exercise of Acquired Corporation
Options, the number of shares of BancGroup Common Stock to be issued in the
Merger shall be increased with each share
A-2
<PAGE> 116
of Acquired Corporation Stock outstanding at the Effective Date exchanged for
shares of BancGroup Common Stock equal to $31.50 divided by the Market Value,
provided that for this purpose the Market Value shall be deemed to be no less
than $32.00 and no greater than $39.00.
(b)(i) On the Effective Date, BancGroup shall assume all Acquired
Corporation Options outstanding, and each such option shall cease to represent a
right to acquire Acquired Corporation common stock and shall, instead, represent
the right to acquire BancGroup Common Stock on substantially the same terms
applicable to the Acquired Corporation Options except as specified below in this
section. The number of shares of BancGroup Common Stock to be issued pursuant to
such options shall equal the number of shares of Acquired Corporation common
stock subject to such Acquired Corporation Options multiplied by the Exchange
Ratio, provided that no fractions of shares of BancGroup Common Stock shall be
issued and the number of shares of BancGroup Common Stock to be issued upon the
exercise of Acquired Corporation Options, if a fractional share exists, shall
equal the number of whole shares obtained by rounding to the nearest whole
number, giving account to such fraction. The exercise price for the acquisition
of BancGroup Common Stock shall be the exercise price for each share of Acquired
Corporation common stock subject to such options divided by the Exchange Ratio,
adjusted appropriately for any rounding to whole shares that may be done. For
purposes of this section 3.1(b)(i), the "Exchange Ratio" shall mean the result
obtained by dividing $31.50 by the Market Value. It is intended that the
assumption by BancGroup of the Acquired Corporation Options shall be undertaken
in a manner that will not constitute a "modification" as defined in Section 424
of the Code as to any stock option which is an "incentive stock option."
Schedule 3.1 hereto sets forth the names of all persons holding Acquired
Corporation Options, the number of shares of Acquired Corporation common stock
subject to such options, the exercise price and the expiration date of such
options.
(ii) As an alternative to the assumption of Acquired Corporation Options
provided for in section 3.1(b)(i), the holder of each such option may elect on
the Effective Date, by properly surrendering to Acquired Corporation the
Acquired Corporation Options, to receive shares of BancGroup Common Stock for
the difference between the exercise price (the "Exercise Price") of the Acquired
Corporation Options so surrendered and $31.50. The number of shares of BancGroup
Common Stock to be issued to such holder shall be such number of shares as shall
equal ($31.50 less the Exercise Price) divided by the Market Value.
(iii) BancGroup shall file at its expense a registration statement with the
SEC on Form S-8 or such other appropriate form (including the Form S-4 to be
filed in connection with the Merger) with respect to the shares of BancGroup
Common Stock to be issued pursuant to Acquired Corporation Options and shall use
its reasonable best efforts to maintain the effectiveness of such registration
statement for so long as such options remain outstanding. Such shares shall also
be registered or qualified for sale under the securities laws of any state in
which registration or qualification is necessary.
3.2 Surrender of Acquired Corporation Stock. After the Effective Date,
each holder of an outstanding certificate or certificates which prior thereto
represented shares of Acquired Corporation Stock who is entitled to receive
BancGroup Common Stock shall be entitled, upon surrender to BancGroup of their
certificate or certificates representing shares of Acquired Corporation Stock
(or an affidavit or affirmation by such holder of the loss, theft, or
destruction of such certificate or certificates in such form as BancGroup may
reasonably require and, if BancGroup reasonably requires, a bond of indemnity in
form and amount, and issued by such sureties, as BancGroup may reasonably
require), to receive in exchange therefor a certificate or certificates
representing the number of whole shares of BancGroup Common Stock into and for
which the shares of Acquired Corporation Stock so surrendered shall have been
converted, such certificates to be of such denominations and registered in such
names as such holder may reasonably request. Until so surrendered and exchanged,
each such outstanding certificate which, prior to the Effective Date,
represented shares of Acquired Corporation Stock and which is to be converted
into BancGroup Common Stock shall for all purposes evidence ownership of the
BancGroup Common Stock into and for which such shares shall have been so
converted, except that no dividends or other distributions with respect to such
BancGroup Common Stock shall be made until the certificates previously
representing shares of Acquired Corporation Stock shall have been properly
tendered.
A-3
<PAGE> 117
3.3 Fractional Shares. No fractional shares of BancGroup Common Stock
shall be issued, and each holder of shares of Acquired Corporation Stock having
a fractional interest arising upon the conversion of such shares into shares of
BancGroup Common Stock shall, at the time of surrender of the certificates
previously representing Acquired Corporation Stock, be paid by BancGroup an
amount in cash equal to the Market Value of such fractional share.
3.4 Adjustments. In the event that prior to the Effective Date BancGroup
Common Stock shall be changed into a different number of shares or a different
class of shares by reason of any recapitalization or reclassification, stock
dividend, combination, stock split, or reverse stock split of the BancGroup
Common Stock, an appropriate and proportionate adjustment shall be made in the
number of shares of BancGroup Common Stock into which the Acquired Corporation
Stock shall be converted.
3.5 BancGroup Stock. The shares of Common Stock of BancGroup issued and
outstanding immediately before the Effective Date shall continue to be issued
and outstanding shares of the Resulting Corporation.
3.6 Dissenting Rights. Any shareholder of Acquired Corporation who shall
have, prior to the vote with respect to approval of the Merger, furnished notice
of intent to demand payment for his shares if the Merger is approved, who shall
not have voted such shares in favor of this Agreement and who shall have
complied with all other requirements set forth in the FBCA relating to the
establishment of preservation of rights of dissenting shareholders, shall be
entitled to receive payment for the fair value of his Acquired Corporation
Stock. If after the Effective Date a dissenting shareholder of Acquired
Corporation fails to perfect, or effectively withdraws or loses, his right to
appraisal and payment for his shares of Acquired Corporation Stock, BancGroup
shall issue and deliver the consideration to which such holder of shares of
Acquired Corporation Stock is entitled under Section 3.1 (without interest) upon
surrender of such holder of the certificate or certificates representing shares
of Acquired Corporation Stock held by him.
ARTICLE 4
REPRESENTATIONS, WARRANTIES AND COVENANTS OF BANCGROUP
BancGroup represents, warrants and covenants to and with Acquired
Corporation as follows:
4.1 Organization. BancGroup is a corporation duly organized, validly
existing and in good standing under the Laws of the State of Delaware. BancGroup
has the necessary corporate powers to carry on its business as presently
conducted and is qualified to do business in every jurisdiction in which the
character and location of the Assets owned by it or the nature of the business
transacted by it requires qualification or in which the failure to qualify
could, individually or in the aggregate, have a Material Adverse Effect.
4.2 Capital Stock.
(a) The authorized capital stock of BancGroup consists of (A) 44,000,000
shares of Common Stock, $2.50 par value per share, of which as of September 19,
1996, 16,296,558 shares were validly issued and outstanding, fully paid and
nonassessable and are not subject to preemptive rights (not counting additional
shares subject to issue pursuant to stock option and other plans and convertible
debentures), and (B) 1,000,000 shares of Preference Stock, $2.50 par value per
share, none of which are issued and outstanding. The shares of BancGroup Common
Stock to be issued in the Merger are duly authorized and, when so issued, will
be validly issued and outstanding, fully paid and nonassessable, will have been
registered under the 1933 Act, and will have been registered or qualified under
the securities laws of all jurisdictions in which such registration or
qualification is required, based upon information provided by Acquired
Corporation.
(b) The authorized capital stock of each Subsidiary of BancGroup is validly
issued and outstanding, fully paid and nonassessable, and each Subsidiary is
wholly owned, directly or indirectly, by BancGroup.
4.3 Financial Statements; Taxes. (a) BancGroup has delivered to Acquired
Corporation copies of the following financial statements of BancGroup.
(i) Consolidated balance sheets as of December 31, 1994, and December
31, 1995, and for the nine months ended September 30, 1996;
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(ii) Consolidated statements of operations for each of the three years
ended December 31, 1993, 1994 and 1995, and for the nine months ended
September 30, 1996;
(iii) Consolidated statements of cash flows for each of the three
years ended December 31, 1993, 1994 and 1995, and for the nine months ended
September 30, 1996; and
(iv) Consolidated statements of changes in shareholders' equity for
the three years ended December 31, 1993, 1994 and 1995, and for the nine
months ended September 30, 1996.
All such financial statements are in all material respects in accordance
with the books and records of BancGroup and have been prepared in accordance
with generally accepted accounting principles applied on a consistent basis
throughout the periods indicated, all as more particularly set forth in the
notes to such statements. Each of the consolidated balance sheets presents
fairly as of its date the consolidated financial condition of BancGroup and its
Subsidiaries. Except as and to the extent reflected or reserved against in such
balance sheets (including the notes thereto), BancGroup did not have, as of the
dates of such balance sheets, any material Liabilities or obligations (absolute
or contingent) of a nature customarily reflected in a balance sheet or the notes
thereto. The statements of consolidated income, shareholders' equity and changes
in consolidated financial position present fairly the results of operations and
changes in financial position of BancGroup and its Subsidiaries for the periods
indicated. The foregoing representations, insofar as they relate to the
unaudited interim financial statements of BancGroup for the nine months ended
September 30, 1996, are subject in all cases to normal recurring year-end
adjustments and the omission of footnote disclosure.
(b) All Tax returns required to be filed by or on behalf of BancGroup have
been timely filed (or requests for extensions therefor have been timely filed
and granted and have not expired), and all returns filed are complete and
accurate in all material respects. All Taxes shown on these returns to be due
and all additional assessments received have been paid. The amounts recorded for
Taxes on the balance sheets provided under section 4.3(a) are, to the Knowledge
of BancGroup, sufficient in all material respects for the payment of all unpaid
federal, state, county, local, foreign or other Taxes (including any interest or
penalties) of BancGroup accrued for or applicable to the period ended on the
dates thereof, and all years and periods prior thereto and for which BancGroup
may at such dates have been liable in its own right or as transferee of the
Assets of, or as successor to, any other corporation or other party. No audit,
examination or investigation is presently being conducted or, to the Knowledge
of BancGroup, threatened by any taxing authority which is likely to result in a
material Tax Liability, no material unpaid Tax deficiencies or additional
liabilities of any sort have been proposed by any governmental representative
and no agreements for extension of time for the assessment of any material
amount of Tax have been entered into by or on behalf of BancGroup. BancGroup has
withheld from its employees (and timely paid to the appropriate governmental
entity) proper and accurate amounts for all periods in material compliance with
all Tax withholding provisions of applicable federal, state, foreign and local
Laws (including without limitation, income, social security and employment Tax
withholding for all types of compensation).
4.4 No Conflict with Other Instrument. The consummation of the
transactions contemplated by this Agreement will not result in a breach of or
constitute a Default (without regard to the giving of notice or the passage of
time) under any material Contract, indenture, mortgage, deed of trust or other
material agreement or instrument to which BancGroup or any of its Subsidiaries
is a party or by which they or their Assets may be bound; will not conflict with
any provision of the restated certificate of incorporation or bylaws of
BancGroup or the articles of incorporation or bylaws of any of its Subsidiaries;
and will not violate any provision of any Law, regulation, judgment or decree
binding on them or any of their Assets.
4.5 Absence of Material Adverse Change. Since the date of the most recent
balance sheet provided under section 4.3(a)(i) above, there have been no events,
changes or occurrences which have had or are reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on BancGroup.
4.6 Approval of Agreements. The board of directors of BancGroup has
approved this Agreement and the transactions contemplated by it and has
authorized the execution and delivery by BancGroup of this Agreement. This
Agreement constitutes the legal, valid and binding obligation of BancGroup,
enforceable against it in accordance with its terms. Approval of this Agreement
by the stockholders of BancGroup is not
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required by applicable law. Subject to the matters referred to in section 8.2,
BancGroup has full power, authority and legal right to enter into this Agreement
and to consummate the transactions contemplated by this Agreement. BancGroup has
no Knowledge of any fact or circumstance under which the appropriate regulatory
approvals required by section 8.2 will not be granted without the imposition of
material conditions or material delays.
4.7 Tax Treatment. BancGroup has no present plan to sell or otherwise
dispose of any of the Assets of Acquired Corporation, subsequent to the Merger,
and BancGroup intends to continue the historic business of Acquired Corporation.
4.8 Title and Related Matters. BancGroup has good and marketable title to
all the properties, interests in properties and Assets, real and personal,
reflected in the most recent balance sheet referred to in section 4.3(a), or
acquired after the date of such balance sheet (except properties, interests and
Assets sold or otherwise disposed of since such date, in the ordinary course of
business), free and clear of all mortgages, Liens, pledges, charges or
encumbrances except (i) mortgages and other encumbrances referred to in the
notes of such balance sheet, (ii) liens for current Taxes not yet due and
payable and (iii) such imperfections of title and easements as do not materially
detract from or interfere with the present use of the properties subject thereto
or affected thereby, or otherwise materially impair present business operations
at such properties. To the Knowledge of BancGroup, the material structures and
equipment of BancGroup comply in all material respects with the requirements of
all applicable Laws.
4.9 Subsidiaries. Each Subsidiary of BancGroup has been duly incorporated
and is validly existing as a corporation in good standing under the Laws of the
jurisdiction of its incorporation and each Subsidiary has been duly qualified as
a foreign corporation to transact business and is in good standing under the
Laws of each other jurisdiction in which it owns or leases properties, or
conducts any business so as to require such qualification and in which the
failure to be duly qualified could have a Material Adverse Effect upon BancGroup
and its Subsidiaries considered as one enterprise; each of the banking
Subsidiaries of BancGroup has its deposits fully insured by the Federal Deposit
Insurance Corporation to the extent provided by the Federal Deposit Insurance
Act; and the businesses of the non-bank Subsidiaries of BancGroup are permitted
to subsidiaries of registered bank holding companies.
4.10 Contracts. Neither BancGroup nor any of its Subsidiaries is in
violation of its respective certificate of incorporation or bylaws or in Default
in the performance or observance of any material obligation, agreement, covenant
or condition contained in any Contract, indenture, mortgage, loan agreement,
note, lease or other instrument to which it is a party or by which it or its
property may be bound.
4.11 Litigation. Except as disclosed in or reserved for in BancGroup's
financial statements, there is no Litigation before or by any court or Agency,
domestic or foreign, now pending, or, to the Knowledge of BancGroup, threatened
against or affecting BancGroup or any of its Subsidiaries (nor is BancGroup
aware of any facts which could give rise to any such Litigation) which is
required to be disclosed in the Registration Statement (other than as disclosed
therein), or which is likely to have any Material Adverse Effect or prospective
Material Adverse Effect, or which is likely to materially and adversely affect
the properties or Assets thereof or which is likely to materially affect or
delay the consummation of the transactions contemplated by this Agreement; all
pending legal or governmental proceedings to which BancGroup or any Subsidiary
is a party or of which any of their properties is the subject which are not
described in the Registration Statement, including ordinary routine litigation
incidental to the business, are, considered in the aggregate, not material; and
neither BancGroup nor any of its Subsidiaries have any contingent obligations
which could be considered material to BancGroup and its Subsidiaries considered
as one enterprise which are not disclosed in the Registration Statement as it
may be amended or supplemented.
4.12 Compliance. BancGroup and its Subsidiaries, in the conduct of their
businesses, are to the Knowledge of BancGroup, in material compliance with all
material federal, state or local Laws applicable to their or the conduct of
their businesses.
4.13 Registration Statement. At the time the Registration Statement
becomes effective and at the time of the Stockholders' Meeting, the Registration
Statement, including the Proxy Statement which shall
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constitute a part thereof, will comply in all material respects with the
requirements of the 1933 Act and the rules and regulations thereunder, will not
contain an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however,
that the representations and warranties in this subsection shall not apply to
statements in or omissions from the Proxy Statement made in reliance upon and in
conformity with information furnished in writing to BancGroup by Acquired
Corporation or any of its representatives expressly for use in the Proxy
Statement or information included in the Proxy Statement regarding the business
of Acquired Corporation, its operations, Assets and capital.
4.14 SEC Filings. (a) BancGroup has heretofore delivered to Acquired
Corporation copies of BancGroup's: (i) Annual Report on Form 10-K for the fiscal
year ended December 31, 1995; (ii) 1995 Annual Report to Shareholders; (iii)
Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, June 30,
and September 30, 1996; and (iv) any reports on Form 8-K, filed by BancGroup
with the SEC since December 31, 1995. Since December 31, 1995, BancGroup has
timely filed all reports and registration statements and the documents required
to be filed with the SEC under the rules and regulations of the SEC and all such
reports and registration statements or other documents have complied in all
material respects, as of their respective filing dates and effective dates, as
the case may be, with all the applicable requirements of the 1933 Act and the
1934 Act. As of the respective filing and effective dates, none of such reports
or registration statements or other documents contained any untrue statement of
a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(b) The documents incorporated by reference into the Registration
Statement, at the time they were filed with the SEC, complied in all material
respects with the requirements of the 1934 Act and Regulations thereunder and
when read together and with the other information in the Registration Statement
will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading at the time the Registration Statement becomes effective
or at the time of the Stockholders Meeting.
4.15 Form S-4. The conditions for use of a registration statement on SEC
Form S-4 set forth in the General Instructions on Form S-4 have been or will be
satisfied with respect to BancGroup and the Registration Statement.
4.16 Brokers. All negotiations relative to this Agreement and the
transactions contemplated by this Agreement have been carried on by BancGroup
directly with Acquired Corporation and without the intervention of any other
person, either as a result of any act of BancGroup or otherwise in such manner
as to give rights to any valid claim against BancGroup for finders fees,
brokerage commissions or other like payments.
4.17 Government Authorization. BancGroup and its Subsidiaries have all
Permits that, to the Knowledge of BancGroup and its Subsidiaries, are or will be
legally required to enable BancGroup or any of its Subsidiaries to conduct their
businesses in all material respects as now conducted by each of them.
4.18 Absence of Regulatory Communications. Neither BancGroup nor any of
its Subsidiaries is subject to, or has received during the past three (3) years,
any written communication directed specifically to it from any Agency to which
it is subject, pursuant to which such Agency has imposed or has indicated it may
impose any material restrictions on the operations of, or the business conducted
by, such company or in which such Agency has raised a material question
concerning the condition, financial or otherwise, of such company.
4.19 Disclosure. No representation or warranty, or any statement or
certificate furnished or to be furnished to Acquired Corporation by BancGroup,
contains or will contain any untrue statement of a material fact, or omits or
will omit to state a material fact necessary to make the statements contained in
this Agreement or in any such statement or certificate not misleading.
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ARTICLE 5
REPRESENTATIONS, WARRANTIES AND COVENANTS OF ACQUIRED CORPORATION
Acquired Corporation represents, warrants and covenants to and with
BancGroup, as follows:
5.1 Organization. Acquired Corporation is a Florida corporation, and the
Bank is a Florida state bank. Each Acquired Corporation Company is duly
organized, validly existing and in good standing under the respective Laws of
its jurisdiction of incorporation and has all requisite power and authority to
carry on its business as it is now being conducted and is qualified to do
business in every jurisdiction in which the character and location of the Assets
owned by it or the nature of the business transacted by it requires
qualification or in which the failure to qualify could, individually, or in the
aggregate, have a Material Adverse Effect.
5.2 Capital Stock. (i) As of October 31, 1996, the authorized capital
stock of Acquired Corporation consisted of 10,000,000 shares of common stock,
$.001 par value per share, 990,553 shares of which are issued and outstanding.
All of such shares which are outstanding are validly issued, fully paid and
nonassessable and not subject to preemptive rights. Acquired Corporation has
60,410 shares of its common stock subject to exercise at any time pursuant to
Acquired Corporation Options. Except for the foregoing, Acquired Corporation
does not have any other arrangements or commitments obligating it to issue
shares of its capital stock or any securities convertible into or having the
right to purchase shares of its capital stock, including the granting of
additional options to purchase its common stock.
5.3 Subsidiaries. Acquired Corporation has no direct Subsidiaries other
than the Bank, and there are no Subsidiaries of the Bank. Acquired Corporation
owns all of the issued and outstanding capital stock of the Bank free and clear
of any liens, claims or encumbrances of any kind. All of the issued and
outstanding shares of capital stock of the Subsidiaries have been validly issued
and are fully paid and non-assessable. As of October 31, 1996, there were
2,000,000 shares of the common stock, par value $8.00 per share, authorized of
the Bank, 990,553 of which are issued and outstanding and wholly owned by
Acquired Corporation. The Bank has no arrangements or commitments obligating it
to issue shares of its capital stock or any securities convertible into or
having the right to purchase shares of its capital stock.
5.4 Financial Statements; Taxes (a) Acquired Corporation has delivered to
BancGroup copies of the following financial statements of Acquired Corporation:
(i) Consolidated statements of financial condition as of December 31,
1995 and 1996, and for the nine months ended September 30, 1996;
(ii) Consolidated statements of income for each of the three years
ended December 31, 1994, 1995 and 1996, and for the nine months ended
September 30, 1996;
(iii) Consolidated statements of stockholders' equity for each of the
three years ended December 31, 1994, 1995, and 1996, and for the nine
months ended September 30, 1996; and
(iv) Consolidated statements of cash flows for the three years ended
December 31, 1994, 1995 and 1996, and for the nine months ended September
30, 1996.
All of the foregoing financial statements are in all material respects in
accordance with the books and records of Acquired Corporation and have been
prepared in accordance with generally accepted accounting principles applied on
a consistent basis throughout the periods indicated, except for changes required
by GAAP, all as more particularly set forth in the notes to such statements.
Each of such balance sheets presents fairly as of its date the financial
condition of Acquired Corporation. Except as and to the extent reflected or
reserved against in such balance sheets (including the notes thereto), Acquired
Corporation did not have, as of the date of such balance sheets, any material
Liabilities or obligations (absolute or contingent) of a nature customarily
reflected in a balance sheet or the notes thereto. The statements of income,
stockholders' equity and cash flows present fairly the results of operation,
changes in shareholders equity and cash flows of Acquired Corporation for the
periods indicated. The foregoing representations, insofar as they relate to the
unaudited interim financial statements of Acquired Corporation for the nine
months ended September 30,
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1996, are subject in all cases to normal recurring year-end adjustments and the
omission of footnote disclosure.
(b) Except as set forth on Schedule 5.4(b), all Tax returns required to be
filed by or on behalf of Acquired Corporation have been timely filed (or
requests for extensions therefor have been timely filed and granted and have not
expired), and all returns filed are complete and accurate in all material
respects. All Taxes shown on these returns to be due and all additional
assessments received have been paid. The amounts recorded for Taxes on the
balance sheets provided under section 5.4(a) are, to the Knowledge of Acquired
Corporation, sufficient in all material respects for the payment of all unpaid
federal, state, county, local, foreign and other Taxes (including any interest
or penalties) of Acquired Corporation accrued for or applicable to the period
ended on the dates thereof, and all years and periods prior thereto and for
which Acquired Corporation may at such dates have been liable in its own right
or as a transferee of the Assets of, or as successor to, any other corporation
or other party. No audit, examination or investigation is presently being
conducted or, to the Knowledge of Acquired Corporation, threatened by any taxing
authority which is likely to result in a material Tax Liability, no material
unpaid Tax deficiencies or additional liability of any sort have been proposed
by any governmental representative and no agreements for extension of time for
the assessment of any material amount of Tax have been entered into by or on
behalf of Acquired Corporation. Acquired Corporation has not executed an
extension or waiver of any statute of limitations on the assessment or
collection of any Tax due that is currently in effect.
(c) Each Acquired Corporation Company has withheld from its employees (and
timely paid to the appropriate governmental entity) proper and accurate amounts
for all periods in material compliance with all Tax withholding provisions of
applicable federal, state, foreign and local Laws (including without limitation,
income, social security and employment Tax withholding for all types of
compensation). Each Acquired Corporation Company is in compliance with, and its
records contain all information and documents (including properly completed IRS
Forms W-9) necessary to comply with, all applicable information reporting and
Tax withholding requirements under federal, state and local Tax Laws, and such
records identify with specificity all accounts subject to backup withholding
under section 3406 of the Code.
5.5 Absence of Certain Changes or Events. Except as set forth on Schedule
5.5, since the date of the most recent balance sheet provided under section
5.4(a)(i) above, no Acquired Corporation Company has
(a) issued, delivered or agreed to issue or deliver any stock, bonds
or other corporate securities (whether authorized and unissued or held in
the treasury) except shares of common stock issued or to be issued upon the
exercise of Acquired Corporation Options existing on the date hereof;
(b) borrowed or agreed to borrow any funds or incurred, or become
subject to, any Liability (absolute or contingent) except borrowings,
obligations (including purchase of federal funds) and Liabilities incurred
in the ordinary course of business and consistent with past practice;
(c) paid any material obligation or Liability (absolute or contingent)
other than current Liabilities reflected in or shown on the most recent
balance sheet referred to in section 5.4(a)(i) and current Liabilities
incurred since that date in the ordinary course of business and consistent
with past practice;
(d) declared or made, or agreed to declare or make, any payment of
dividends or distributions of any Assets of any kind whatsoever to
shareholders, or purchased or redeemed, or agreed to purchase or redeem,
any of its outstanding securities, provided, however, that Acquired
Corporation shall be permitted to pay a cash dividend to its shareholders
for the fourth quarter of 1996 and the first quarter of 1997. Such dividend
shall be equal to $Dividend X .88732, where $Dividend equals the per share
dividend paid by BancGroup for that quarter in question;
(e) except in the ordinary course of business, sold or transferred, or
agreed to sell or transfer, any of its Assets, or canceled, or agreed to
cancel, any debts or claims;
(f) except in the ordinary course of business, entered or agreed to
enter into any agreement or arrangement granting any preferential rights to
purchase any of its Assets, or requiring the consent of any party to the
transfer and assignment of any of its Assets;
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(g) suffered any Losses or waived any rights of value which in either
event in the aggregate are material considering its business as a whole;
(h) except in the ordinary course of business, made or permitted any
amendment or termination of any Contract, agreement or license to which it
is a party if such amendment or termination is material considering its
business as a whole;
(i) except in accordance with normal and usual practice, made any
accrual or arrangement for or payment of bonuses or special compensation of
any kind or any severance or termination pay to any present or former
officer or employee;
(j) except in accordance with normal and usual practice, increased the
rate of compensation payable to or to become payable to any of its officers
or employees or made any material increase in any profit sharing, bonus,
deferred compensation, savings, insurance, pension, retirement or other
employee benefit plan, payment or arrangement made to, for or with any of
its officers or employees;
(k) received notice or had Knowledge or reason to believe that any of
its substantial customers has terminated or intends to terminate its
relationship, which termination would have a Material Adverse Effect on its
financial condition, results of operations, business, Assets or properties;
(l) failed to operate its business in the ordinary course so as to
preserve its business intact and to preserve the goodwill of its customers
and others with whom it has business relations;
(m) entered into any other material transaction other than in the
ordinary course of business; or
(n) agreed in writing, or otherwise, to take any action described in
clauses (a) through (m) above.
Between the date hereof and the Effective Date, no Acquired Corporation
Company, without the express written approval of BancGroup, will do any of the
things listed in clauses (a) through (n) of this section 5.5 except as permitted
therein or as contemplated in this Agreement, and no Acquired Corporation
Company will enter into or amend any material Contract, other than Loans or
renewals thereof entered into in the ordinary course of business, without the
express written consent of BancGroup.
5.6 Title and Related Matters.
(a) Title. Acquired Corporation has good and marketable title to all the
properties, interest in properties and Assets, real and personal, reflected in
the most recent balance sheet referred to in section 5.4(a)(i), or acquired
after the date of such balance sheet (except properties, interests and Assets
sold or otherwise disposed of since such date, in the ordinary course of
business), free and clear of all mortgages, Liens, pledges, charges or
encumbrances except (i) mortgages and other encumbrances referred to in the
notes to such balance sheet, (ii) Liens for current Taxes not yet due and
payable and (iii) such imperfections of title and easements as do not materially
detract from or interfere with the present use of the properties subject thereto
or affected thereby, or otherwise materially impair present business operations
at such properties. The Acquired Corporation has no Knowledge that any of the
material structures and equipment of each Acquired Corporation Company fail to
comply in any material respect with the requirements of all applicable Laws.
(b) Leases. Schedule 5.6(b) sets forth a list and description of all real
and personal property owned or leased by any Acquired Corporation Company,
either as lessor or lessee.
(c) Personal Property. Schedule 5.6(c) sets forth a depreciation schedule
of each Acquired Corporation Company's fixed Assets as of October 31, 1996.
(d) Computer Hardware and Software. Schedule 5.6(d) contains a description
of all agreements relating to data processing computer software and hardware now
being used in the business operations of any Acquired Corporation Company.
Acquired Corporation is not aware of any defects, irregularities or problems
with any of its computer hardware or software which renders such hardware or
software unable to satisfactorily perform the tasks and functions to be
performed by them in the business of any Acquired Corporation Company.
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5.7 Commitments. Except as set forth in Schedule 5.7, no Acquired
Corporation Company is a party to any oral or written (i) Contracts for the
employment of any officer or employee which is not terminable on 30 days' (or
less) notice, (ii) profit sharing, bonus, deferred compensation, savings, stock
option, severance pay, pension or retirement plan, agreement or arrangement,
(iii) loan agreement, indenture or similar agreement relating to the borrowing
of money by such party, (iv) guaranty of any obligation for the borrowing of
money or otherwise, excluding endorsements made for collection, and guaranties
made in the ordinary course of business, (v) consulting or other similar
material Contracts, (vi) collective bargaining agreement, (vii) agreement with
any present or former officer, director or shareholder of such party, or (viii)
other Contract, agreement or other commitment which is material to the business,
operations, property, prospects or Assets or to the condition, financial or
otherwise, of any Acquired Corporation Company. Complete and accurate copies of
all Contracts, plans and other items so listed have been made or will be made
available to BancGroup for inspection.
5.8 Charter and Bylaws. Schedule 5.8 contains true and correct copies of
the articles of incorporation and bylaws of each Acquired Corporation Company,
including all amendments thereto, as currently in effect. There will be no
changes in such articles of incorporation or bylaws prior to the Effective Date,
without the prior written consent of BancGroup.
5.9 Litigation. There is no Litigation (whether or not purportedly on
behalf of Acquired Corporation) pending or, to the Knowledge of Acquired
Corporation, threatened against or affecting any Acquired Corporation Company
(nor is Acquired Corporation aware of any facts which are likely to give rise to
any such Litigation) at law or in equity, or before or by any governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, or before any arbitrator of any kind, which involves the possibility of
any judgment or Liability not fully covered by insurance in excess of a
reasonable deductible amount or which may have a Material Adverse Effect on
Acquired Corporation, and no Acquired Corporation Company is in Default with
respect to any judgment, order, writ, injunction, decree, award, rule or
regulation of any court, arbitrator or governmental department, commission,
board, bureau, agency or instrumentality, which Default would have a Material
Adverse Effect on Acquired Corporation. To the Knowledge of Acquired
Corporation, each Acquired Corporation Company has complied in all material
respects with all material applicable Laws and Regulations including those
imposing Taxes, of any applicable jurisdiction and of all states,
municipalities, other political subdivisions and Agencies, in respect of the
ownership of its properties and the conduct of its business, which, if not
complied with, would have a Material Adverse Effect on Acquired Corporation.
5.10 Material Contract Defaults. Except as disclosed on Schedule 5.10, no
Acquired Corporation Company is in Default in any material respect under the
terms of any material Contract, agreement, lease or other commitment which is or
may be material to the business, operations, properties or Assets, or the
condition, financial or otherwise, of such company and the Acquired Corporation
has no Knowledge of any event which, with notice or lapse of time, or both, may
be or become an event of Default under any such material Contract, agreement,
lease or other commitment in respect of which adequate steps have not been taken
to prevent such a Default from occurring.
5.11 No Conflict with Other Instrument. The consummation of the
transactions contemplated by this Agreement will not result in the breach of any
term or provision of or constitute a Default under any material Contract,
indenture, mortgage, deed of trust or other material agreement or instrument to
which any Acquired Corporation Company is a party and will not conflict with any
provision of the charter or bylaws of any Acquired Corporation Company.
5.12 Governmental Authorization. Each Acquired Corporation Company has all
Permits that, to the Knowledge of Acquired Corporation, are or will be legally
required to enable any Acquired Corporation Company to conduct its business in
all material respects as now conducted by each Acquired Corporation Company.
5.13 Absence of Regulatory Communications. Except as provided in Schedule
5.13, no Acquired Corporation Company is subject to, nor has any Acquired
Corporation Company received during the past three years, any written
communication directed specifically to it from any Agency to which it is
subject,
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pursuant to which such Agency has imposed or has indicated it may impose any
material restrictions on the operations of, or the business conducted by, such
company or in which such Agency has raised any material question concerning the
condition, financial or otherwise, of such company.
5.14 Absence of Material Adverse Change. To the Knowledge of Acquired
Corporation, since the date of the most recent balance sheet provided under
section 5.4(a)(i), there have been no events, changes or occurrences which have
had, or are reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on any Acquired Corporation Company.
5.15 Insurance. Each Acquired Corporation Company has in effect insurance
coverage and bonds with reputable insurers which, in respect to amounts, types
and risks insured, management of Acquired Corporation reasonably believes to be
adequate for the type of business conducted by such company. No Acquired
Corporation Company is liable for any material retroactive premium adjustment.
All insurance policies and bonds are valid, enforceable and in full force and
effect, and no Acquired Corporation Company has received any notice of any
material premium increase or cancellation with respect to any of its insurance
policies or bonds. Within the last three years, no Acquired Corporation Company
has been refused any insurance coverage which it has sought or applied for, and
it has no reason to believe that existing insurance coverage cannot be renewed
as and when the same shall expire, upon terms and conditions as favorable as
those presently in effect, other than possible increases in premiums that do not
result from any extraordinary loss experience. All policies of insurance
presently held or policies containing substantially equivalent coverage will be
outstanding and in full force with respect to each Acquired Corporation Company
at all times from the date hereof to the Effective Date.
5.16 Pension and Employee Benefit Plans.
(a) To the Knowledge of Acquired Corporation, all employee benefit plans of
each Acquired Corporation Company have been established in compliance with, and
such plans have been operated in material compliance with, all applicable Laws.
Except as set forth in Schedule 5.16, no Acquired Corporation Company sponsors
or otherwise maintains a "pension plan" within the meaning of section 3(2) of
ERISA or any other retirement plan other than the Bank's 401k Profit Sharing
Plan that is intended to qualify under section 401 of the Code, nor do any
unfunded Liabilities exist with respect to any employee benefit plan, past or
present. To the Knowledge of Acquired Corporation, no employee benefit plan, any
trust created thereunder or any trustee or administrator thereof has engaged in
a "prohibited transaction," as defined in section 4975 of the Code, which may
have a Material Adverse Effect on the condition, financial or otherwise, of any
Acquired Corporation Company.
(b) To the Knowledge of Acquired Corporation, no amounts payable to any
employee of any Acquired Corporation Company will fail to be deductible for
federal income tax purposes by virtue of Section 280G of the Code and
regulations thereunder.
5.17 Buy-Sell Agreement. To the Knowledge of Acquired Corporation, there
are no agreements among any of its shareholders granting to any person or
persons a right of first refusal in respect of the sale, transfer, or other
disposition of shares of outstanding securities by any shareholder of Acquired
Corporation, any similar agreement or any voting agreement or voting trust in
respect of any such shares.
5.18 Brokers. All negotiations relative to this Agreement and the
transactions contemplated by this Agreement have been carried on by Acquired
Corporation directly with BancGroup and without the intervention of any other
person, either as a result of any act of Acquired Corporation, or otherwise, in
such manner as to give rise to any valid claim against Acquired Corporation for
a finder's fee, brokerage commission or other like payment.
5.19 Approval of Agreements. The board of directors of Acquired
Corporation has approved this Agreement and the transactions contemplated by
this Agreement and has authorized the execution and delivery by Acquired
Corporation of this Agreement. Subject to the matters referred to in section
8.2, Acquired Corporation has full power, authority and legal right to enter
into this Agreement, and, upon appropriate vote of the shareholders of Acquired
Corporation in accordance with this Agreement, Acquired
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Corporation shall have full power, authority and legal right to consummate the
transactions contemplated by this Agreement.
5.20 Disclosure. No representation or warranty, nor any statement or
certificate furnished or to be furnished to BancGroup by Acquired Corporation,
contains or will contain any untrue statement of a material fact, or omits or
will omit to state a material fact necessary to make the statements contained in
this Agreement or in any such statement or certificate not misleading.
5.21 Registration Statement. At the time the Registration Statement
becomes effective and at the time of the Stockholders Meeting, the Registration
Statement, including the Proxy Statement which shall constitute part thereof,
will not contain an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, however,
that the representations and warranties in this section shall only apply to
statements in or omissions from the Proxy Statement relating to descriptions of
the business of Acquired Corporation, its Assets, properties, operations, and
capital stock or to information furnished in writing by Acquired Corporation or
its representatives expressly for inclusion in the Proxy Statement.
5.22 Loans; Adequacy of Allowance for Loan Losses. All reserves for loan
losses shown on the most recent financial statements furnished by Acquired
Corporation have been calculated in accordance with prudent and customary
banking practices and are adequate in all material respects to reflect the risk
inherent in the loans of any Acquired Corporation Company. Acquired Corporation
has no Knowledge of any fact which is likely to require a future material
increase in the provision for loan losses or a material decrease in the loan
loss reserve reflected in such financial statements. Each loan reflected as an
Asset on the financial statements of Acquired Corporation is the legal, valid
and binding obligation of the obligor of each loan, enforceable in accordance
with its terms subject to the effect of bankruptcy, insolvency, reorganization,
moratorium, or other similar laws relating to creditors' rights generally and to
general equitable principles. No Acquired Corporation Company has in its
portfolio any loan exceeding its legal lending limit, nor, except as disclosed
on Schedule 5.22, any known significant delinquent, substandard, doubtful, loss,
nonperforming or problem loans.
5.23 Environmental Matters. Except as provided in Schedule 5.23, to the
Knowledge of Acquired Corporation, each Acquired Corporation Company is in
material compliance with all Laws and other governmental requirements relating
to the generation, management, handling, transportation, treatment, disposal,
storage, delivery, discharge, release or emission of any waste, pollution, or
toxic, hazardous or other substance (the "Environmental Laws"), and Acquired
Corporation has no Knowledge that any Acquired Corporation Company has not
complied with all regulations and requirements promulgated by the Occupational
Safety and Health Administration that are applicable to any Acquired Corporation
Company. To the Knowledge of Acquired Corporation, there is no Litigation
pending or threatened with respect to any violation or alleged violation of the
Environmental Laws. Acquired Corporation has no Knowledge, with respect to
Assets of or owned by any Acquired Corporation Company, that (i) there has been
spillage, leakage, contamination or release of any substances for which the
appropriate remedial action has not been completed; (ii) any owned or leased
property is contaminated with or contains any hazardous substance or waste; and
(iii) there are any underground storage tanks on any premises owned or leased by
any Acquired Corporation Company. Acquired Corporation has no Knowledge of any
facts which might suggest that any Acquired Corporation Company has engaged in
any management practice with respect to any of its past or existing borrowers
which could reasonably be expected to subject any Acquired Corporation Company
to any Liability, either directly or indirectly, under the principles of law as
set forth in United States v. Fleet Factors Corp., 901 F.2d 1550 (11th Cir.
1990) or any similar principles. Moreover, Acquired Corporation has no Knowledge
that any Acquired Corporation Company has extended credit, either on a secured
or unsecured basis, to any person or other entity engaged in any activities
which would require or requires such person or entity to obtain any Permit under
any Environmental Law which has not been obtained.
5.24 Transfer of Shares. Acquired Corporation has no Knowledge of any plan
or intention on the part of Acquired Corporation's shareholders to sell or
otherwise dispose of any of the BancGroup Common Stock to be received by them in
the Merger that would reduce such shareholders' ownership to a number of shares
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having, in the aggregate, a fair market value of less than fifty (50%) percent
of the total fair market value of Acquired Corporation common stock outstanding
immediately before the Merger.
5.25 Collective Bargaining. There are no labor contracts, collective
bargaining agreements, letters of undertakings or other arrangements, formal or
informal, between any Acquired Corporation Company and any union or labor
organization covering any of Acquired Corporation Company's employees and none
of said employees are represented by any union or labor organization.
5.26 Labor Disputes. To the Knowledge of Acquired Corporation, each
Acquired Corporation Company is in material compliance with all federal and
state laws respecting employment and employment practices, terms and conditions
of employment, wages and hours. No Acquired Corporation Company is or has been
engaged in any unfair labor practice, and, to the Knowledge of Acquired
Corporation, no unfair labor practice complaint against any Acquired Corporation
Company is pending before the National Labor Relations Board. Relations between
management of each Acquired Corporation Company and the employees are amicable
and there have not been, nor to the Knowledge of Acquired Corporation, are there
presently, any attempts to organize employees, nor to the Knowledge of Acquired
Corporation, are there plans for any such attempts.
5.27 Derivative Contracts. No Acquired Corporation Company is a party to
or has agreed to enter into a swap, forward, future, option, cap, floor or
collar financial contract, or any other interest rate or foreign currency
protection contract or derivative security not included in Acquired
Corporation's financial statements delivered under section 5.4 hereof which is a
financial derivative contract (including various combinations thereof).
ARTICLE 6
ADDITIONAL COVENANTS
6.1 Additional Covenants of BancGroup. BancGroup covenants to and with
Acquired Corporation as follows:
(a) Registration Statement and Other Filings. BancGroup shall prepare
and file with the SEC the Registration Statement on Form S-4 (or such other
form as may be appropriate) and all amendments and supplements thereto, in
form reasonably satisfactory to Acquired Corporation and its counsel, with
respect to the Common Stock to be issued pursuant to this Agreement.
BancGroup shall use reasonable good faith efforts to prepare all necessary
filings with any Agencies which may be necessary for approval to consummate
the transactions contemplated by this Agreement.
(b) Blue Sky Permits. BancGroup shall use its best efforts to obtain,
prior to the effective date of the Registration Statement, all necessary
state securities Law or "blue sky" Permits and approvals required to carry
out the transactions contemplated by this Agreement.
(c) Financial Statements. BancGroup shall furnish to Acquired
Corporation:
(i) As soon as practicable and in any event within forty-five (45)
days after the end of each quarterly period (other than the last
quarterly period) in each fiscal year, consolidated statements of
operations of BancGroup for such period and for the period beginning at
the commencement of the fiscal year and ending at the end of such
quarterly period, and a consolidated statement of financial condition of
BancGroup as of the end of such quarterly period, setting forth in each
case in comparative form figures for the corresponding periods ending in
the preceding fiscal year, subject to changes resulting from year-end
adjustments;
(ii) Promptly upon receipt thereof, copies of all audit reports
submitted to BancGroup by independent auditors in connection with each
annual, interim or special audit of the books of BancGroup made by such
accountants;
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(iii) As soon as practicable, copies of all such financial
statements and reports as it shall send to its stockholders and of such
regular and periodic reports as BancGroup may file with the SEC or any
other Agency; and
(iv) With reasonable promptness, such additional financial data as
Acquired Corporation may reasonably request.
(d) No Control of Acquired Corporation by BancGroup. Notwithstanding
any other provision hereof, until the Effective Date, the authority to
establish and implement the business policies of Acquired Corporation shall
continue to reside solely in Acquired Corporation's officers and board of
directors.
(e) Listing. Prior to the Effective Date, BancGroup shall use its
reasonable efforts to list the shares of BancGroup Common Stock to be
issued in the Merger on the NYSE or other quotations system on which such
shares are primarily traded.
(f) Employee Benefit Matters. On the Effective Date, all employees of
any Acquired Corporation Company shall, at BancGroup's option, either
become employees of the Resulting Corporation or its Subsidiaries or be
entitled to severance benefits in accordance with Colonial Bank's severance
policy as of the date of this Agreement. All employees of any Acquired
Corporation Company who become employees of the Resulting Corporation or
its Subsidiaries on the Effective Date shall be entitled, to the extent
permitted by applicable Law, to participate in all benefit plans of
Colonial Bank to the same extent as Colonial Bank employees, except as
stated otherwise in this section. Employees of any Acquired Corporation
Company who become employees of the Resulting Corporation or its
Subsidiaries on the Effective Date shall be allowed to participate as of
the Effective Date in the medical and dental benefits plan of Colonial Bank
as new employees of Colonial Bank, and the time of employment of such
employees who are employed at least 30 hours per week with any Acquired
Corporation Company as of the Effective Date shall be counted as employment
under such dental and medical plans of Colonial Bank for purposes of
calculating any 30 day waiting period and pre-existing condition
limitations. To the extent permitted by applicable Law, the period of
service with the appropriate Acquired Corporation Company of all employees
who become employees of the Resulting Corporation or its Subsidiaries on
the Effective Date shall be recognized only for vesting and eligibility
purposes under Colonial Bank's benefit plans. In addition, if the Effective
Date falls within an annual period of coverage under any group health plan
or group dental plan of the Resulting Corporation and its Subsidiaries,
each such Acquired Corporation Company employee shall be given credit for
covered expenses paid by that employee under comparable employee benefit
plans of the Acquired Corporation Company during the applicable coverage
period through the Effective Date towards satisfaction of any annual
deductible limitation and out-of-pocket maximum that may apply under that
group health plan or group dental plan of the Resulting Corporation and its
Subsidiaries.
(g) Acquisition of Discovery Period Insurance Coverage. BancGroup
shall, or shall cause Colonial Bank to, use its reasonable best efforts to
purchase a runoff "discovery period" extension under the Acquired
Corporation's existing director and officer liability insurance policy
covering persons who are currently covered by such insurance for a period
of two years after the Effective Date; provided, that neither BancGroup nor
Colonial Bank shall be obligated to pay more than $20,000 in premium costs
for such coverage.
(h) Indemnification. (i) Subject to the conditions set forth in the
succeeding paragraph, for a period of five years after the Effective Date
BancGroup shall, and shall cause Colonial Bank to, indemnify, defend and
hold harmless each person entitled to indemnification from the Acquired
Corporation (each being an "Indemnified Party") against all liabilities
arising out of actions or omissions occurring upon or prior to the
Effective Date (including without limitation the transactions contemplated
by this Agreement) to the maximum extent authorized under Section 607.0850
of the FBCA.
(ii) Any Indemnified Party wishing to claim indemnification under this
subsection (h), upon learning of any such liability or Litigation, shall
promptly notify BancGroup thereof. In the event of any such Litigation
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(whether arising before or after the Effective Date (i) BancGroup or Colonial
Bank shall have the right to assume the defense thereof with counsel reasonably
acceptable to such Indemnified Party and, upon assumption of such defense,
BancGroup shall not be liable to such Indemnified Parties for any legal expenses
of other counsel or any other expenses subsequently incurred by such Indemnified
Parties in connection with the defense thereof, except that if BancGroup or
Colonial Bank elects not to assume such defense or counsel for the Indemnified
Parties advises that there are substantive issues which raise conflicts of
interest between BancGroup and the Indemnified Parties, the Indemnified Parties
may retain counsel satisfactory to them, and BancGroup or Colonial Bank shall
pay all reasonable fees and expenses of such counsel for the Indemnified Parties
promptly as statements therefor are received; provided that BancGroup shall be
obligated pursuant to this subsection to pay for only one firm of counsel for
all Indemnified Parties in any jurisdiction, (ii) the Indemnified Parties will
cooperate in the defense of any such Litigation; and (iii) BancGroup shall not
be liable for any settlement effected without its prior consent; and further
provided that BancGroup and Colonial Bank shall not have any obligation
hereunder to any Indemnified Party when and if a court of competent jurisdiction
shall determine, and such determination shall have become final, that the
indemnification of such Indemnified Party in the manner contemplated hereby is
prohibited by applicable law.
(iii) In consideration of and as a condition precedent to the effectiveness
of the indemnification obligations provided by BancGroup in this section to a
director or officer of the Acquired Corporation, such director or officer of the
Acquired Corporation shall have delivered to BancGroup on or prior to the
Effective Date a letter in form reasonably satisfactory to BancGroup concerning
claims such directors or officer may have against Acquired Corporation. In the
letter, the directors or officer shall: (i) acknowledge the assumption by
BancGroup as of the Effective Date of all Liability (to the extent Acquired
Corporation is so liable) for claims for indemnification arising under section
6.1(h) hereof; (ii) affirm that they do not have nor are they aware of any
claims they might have (other than those referred to in the following clause
(iii)) against Acquired Corporation; (iii) identify any claims or any facts or
circumstances of which they are aware that could give rise to a claim for
indemnification under section 6.1(h)(i) hereof; and (iv) release as of the
Effective Date any and all claims that they may have against any Acquired
Corporation Company other than (A) those referred to in the foregoing
clause(iii) and disclosed in the letter of the director or officer, (B) claims
which have not yet been asserted against such director or officer (other than
claims arising from facts and circumstances of which such director or officer is
aware but which are not disclosed in such director or executive officer's
letter), (C) claims arising from any transaction contemplated by this Agreement
or disclosed in any schedule to this Agreement, and (D) claims arising in the
ordinary course of business of any Acquired Corporation Company after the date
of the letter.
(iv) Acquired Corporation hereby represents and warrants to BancGroup that
it has no Knowledge of any claim, pending or threatened, or of any facts or
circumstances that could give rise to any obligation by BancGroup to provide the
indemnification required by this section 6.1(h) other than as disclosed in the
letters of the directors and executive officers referred to in section
6.1(h)(iii) hereof or described in any schedule to this Agreement and claims
arising from any transaction contemplated by this Agreement.
6.2 Additional Covenants of Acquired Corporation. Acquired Corporation
covenants to and with BancGroup as follows:
(a) Operations. (i) Acquired Corporation will conduct its business
and the business of each Acquired Corporation Company in a proper and
prudent manner and will use its best efforts to maintain its relationships
with its depositors, customers and employees. No Acquired Corporation
Company will engage in any material transaction outside the ordinary course
of business or make any material change in its accounting policies or
methods of operation, nor will Acquired Corporation permit the occurrence
of any change or event which would render any of the representations and
warranties in Article 5 hereof untrue in any material respect at and as of
the Effective Date with the same effect as though such representations and
warranties had been made at and as of such Effective Date. Acquired
Corporation will take no action that would prevent or impede the Merger
from qualifying (i) for pooling of interests accounting treatment or (ii)
as a reorganization with the meaning of Section 368 of the Code.
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(ii) If requested by BancGroup, Acquired Corporation shall use its
best efforts to cause all officers and directors of any Acquired
Corporation Company that own any stock of Acquired Corporation and all
shareholders of Acquired Corporation who own more than five percent (5%) of
Acquired Corporation outstanding shares of common stock, to execute an
acknowledgment that such person has no present plan, intention, or binding
commitment to sell or otherwise dispose of the BancGroup Common Stock to be
received in the Merger within twelve (12) months after the Effective Date.
(b) Stockholders Meeting; Best Efforts. Acquired Corporation will
cooperate with BancGroup in the preparation of the Registration Statement
and any regulatory filings and will cause the Stockholders Meeting to be
held for the purpose of approving the Merger as soon as practicable after
the effective date of the Registration Statement, and will use its best
efforts to bring about the transactions contemplated by this Agreement,
including stockholder approval of this Agreement, as soon as practicable
unless this Agreement is terminated as provided herein.
(c) Prohibited Negotiations. Until the termination of this Agreement,
neither Acquired Corporation nor any of Acquired Corporation's directors or
officers (or any person representing any of the foregoing) shall solicit or
encourage inquiries or proposals with respect to, furnish any information
relating to or participate in any negotiations or discussions concerning,
an Acquisition Proposal other than as contemplated by this Agreement.
Acquired Corporation will notify BancGroup immediately if any such
Acquisition Proposal is received by Acquired Corporation, if any such
information is requested from Acquired Corporation, or if any such
negotiations or discussions are sought to be initiated with Acquired
Corporation, and Acquired Corporation shall instruct Acquired Corporation's
officers, directors, agents or affiliates or their subsidiaries to refrain
from doing any of the above; provided, however, that Acquired Corporation
may communicate information about such an Acquisition Proposal to its
shareholders if and to the extent that legal counsel provides a written
opinion to Acquired Corporation (a copy of which shall be provided in
advance to BancGroup) that it is required to do so in order to comply with
its legal obligations. Acquired Corporation shall immediately cease and
cause to be terminated any existing activities, discussions, or
negotiations with any Persons other than BancGroup conducted hereto with
respect to any of the foregoing.
(d) Director Recommendation. The members of the Board of Directors of
Acquired Corporation agree to support publicly the Merger, provided,
however, that nothing contained herein shall be deemed to prohibit any
officer or director of Acquired Corporation from fulfilling his fiduciary
duty or from taking any action that is required by Law.
(e) Shareholder Voting. Acquired Corporation shall on the date of
execution of this Agreement obtain and submit to BancGroup an agreement
from certain of its shareholders substantially in the form set forth in
Exhibit A.
(f) Financial Statements. Acquired Corporation shall furnish to
BancGroup:
(i) As soon as practicable and in any event within 45 days after
the end of each quarterly period (other than the last quarterly period)
in each fiscal year, consolidated statements of operations of Acquired
Corporation for such period and for the period beginning at the
commencement of the fiscal year and ending at the end of such quarterly
period, and a consolidated statement of financial condition of Acquired
Corporation as of the end of such quarterly period, setting forth in
each case in comparative form figures for the corresponding periods
ending in the preceding fiscal year, subject to changes resulting from
year-end adjustments;
(ii) Promptly upon receipt thereof, copies of all audit reports
submitted to Acquired Corporation by independent auditors in connection
with each annual, interim or special audit of the books of Acquired
Corporation made by such accountants;
(iii) As soon a practicable, copies of all such financial
statements and reports as it shall send to its stockholders and of such
regular and periodic reports as Acquired Corporation may file with the
SEC or any other Agency; and
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(iv) With reasonable promptness, such additional financial data as
BancGroup may reasonably request.
(g) Fiduciary Duties. Prior to the Effective Date, (i) no director or
officer (each an "Executive") of any Acquired Corporation Company shall,
directly or indirectly, own, manage, operate, join, control, be employed by
or participate in the ownership, proposed ownership, management, operation
or control of or be connected in any manner with, any business, corporation
or partnership which is competitive to the business of any Acquired
Corporation Company, (ii) all Executives, at all times, shall satisfy their
fiduciary duties to Acquired Corporation and its Subsidiaries, and (iii)
such Executives shall not (except as required in the course of his or her
employment with any Acquired Corporation Company) communicate or divulge
to, or use for the benefit of himself or herself or any other person, firm,
association or corporation, without the express written consent of Acquired
Corporation, any confidential information which is possessed, owned or used
by or licensed by or to any Acquired Corporation Company or confidential
information belonging to third parties which any Acquired Corporation
Company shall be under obligation to keep secret or which may be
communicated to, acquired by or learned of by the Executive in the course
of or as a result of his or her employment with any Acquired Corporation
Company.
(h) Certain Practices. At the request of BancGroup, (i) Acquired
Corporation shall consult with BancGroup and advise BancGroup through its
bank Subsidiary in Orlando, Florida of all of the Bank's loan requests over
$2,000,000 that are not single-family residential loan requests or of any
other loan request outside the Bank's normal course of business, and (ii)
Acquired Corporation will consult with BancGroup to coordinate, on a basis
mutually satisfactory to Acquired Corporation and BancGroup, such business
issues as the Acquired Corporation reasonably believes should be brought to
the attention of BancGroup. Acquired Corporation and the Bank shall not be
required to undertake any of such activities, however, except as such
activities may be in compliance with existing Law and Regulations.
ARTICLE 7
MUTUAL COVENANTS AND AGREEMENTS
7.1 Best Efforts; Cooperation. Subject to the terms and conditions herein
provided, BancGroup and Acquired Corporation each agrees to use its best efforts
promptly to take, or cause to be taken, all actions and do, or cause to be done,
all things necessary, proper or advisable under applicable Laws or otherwise,
including, without limitation, promptly making required deliveries of
stockholder lists and stock transfer reports and attempting to obtain all
necessary Consents and waivers and regulatory approvals, to consummate and make
effective, as soon as practicable, the transactions contemplated by this
Agreement. The officers of each Party to this Agreement shall fully cooperate
with officers and employees, accountants, counsel and other representatives of
the other Parties not only in fulfilling the duties hereunder of the Party of
which they are officers but also in assisting, directly or through direction of
employees and other persons under their supervision or control, such as stock
transfer agents for the Party, the other Parties requiring information which is
reasonably available from such Party.
7.2 Press Release. Each Party hereto agrees that, unless approved by the
other Parties in advance, such Party will not make any public announcement,
issue any press release or other publicity or confirm any statements by any
person not a party to this Agreement concerning the transactions contemplated
hereby. Notwithstanding the foregoing, each Party hereto reserves the right to
make any disclosure if such Party, in its reasonable discretion, deems such
disclosure required by Law. In that event, such Party shall provide to the other
Party the text of such disclosure sufficiently in advance to enable the other
Party to have a reasonable opportunity to comment thereon.
7.3 Mutual Disclosure. Each Party hereto agrees to promptly furnish to
each other Party hereto its public disclosures and filings not precluded from
disclosure by Law including but not limited to call reports, Form 8-K, Form 10-Q
and Form 10-K filings, Y-3 applications, reports on Form Y-6, quarterly or
special reports to shareholders, Tax returns, Form S-8 registration statements
and similar documents.
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7.4 Access to Properties and Records. Each Party hereto shall afford the
officers and authorized representatives of the other Party full access to the
Assets, books and records of such Party in order that such other Parties may
have full opportunity to make such investigation as they shall desire of the
affairs of such Party and shall furnish to such Parties such additional
financial and operating data and other information as to its businesses and
Assets as shall be from time to time reasonably requested. All such information
that may be obtained by any such Party will be held in confidence by such party,
will not be disclosed by such Party or any of its representatives except in
accordance with this Agreement, and will not be used by such Party for any
purpose other than the accomplishment of the Merger as provided herein.
7.5 Notice of Adverse Changes. Each Party agrees to give written notice
promptly to the other Party upon becoming aware of the occurrence or impending
occurrence of any event or circumstance relating to it or any of its
Subsidiaries which (i) is reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a
material breach of any of its representations, warranties, or covenants
contained herein, and to use its reasonable efforts to prevent or promptly to
remedy the same.
ARTICLE 8
CONDITIONS TO OBLIGATIONS OF ALL PARTIES
The obligations of BancGroup and Acquired Corporation to cause the
transactions contemplated by this Agreement to be consummated shall be subject
to the satisfaction, in the sole discretion of the Party relying upon such
conditions, on or before the Effective Date of all the following conditions,
except as such Parties may waive such conditions in writing:
8.1 Approval by Shareholders. At the Stockholders Meeting, this Agreement
and the matters contemplated by this Agreement shall have been duly approved by
the vote of the holders of not less than the requisite number of the issued and
outstanding voting securities of Acquired Corporation as is required by
applicable Law and Acquired Corporation's articles of incorporation and bylaws.
8.2 Regulatory Authority Approval. Orders, Consents and approvals, in form
and substance reasonably satisfactory to BancGroup and Acquired Corporation,
shall have been entered by the Board of Governors of the Federal Reserve System
and other appropriate bank regulatory Agencies (i) granting the authority
necessary for the consummation of the transactions contemplated by this
Agreement, including the merger of the Bank with Colonial Bank as structured
pursuant to section 2.8 hereof and (ii) satisfying all other requirements
prescribed by Law. No Order, Consent or approval so obtained which is necessary
to consummate the transactions as contemplated hereby shall be conditioned or
restricted in a manner which in the reasonable good faith judgment of the Board
of Directors of BancGroup would so materially adversely impact the economic
benefits of the transaction as contemplated by this Agreement so as to render
inadvisable the consummation of the Merger.
8.3 Litigation. There shall be no pending or threatened Litigation in any
court or any pending or threatened proceeding by any governmental commission,
board or Agency, with a view to seeking or in which it is sought to restrain or
prohibit consummation of the transactions contemplated by this Agreement or in
which it is sought to obtain divestiture, rescission or damages in connection
with the transactions contemplated by this Agreement and no investigation by any
Agency shall be pending or threatened which might result in any such suit,
action or other proceeding.
8.4 Registration Statement. The Registration Statement shall be effective
under the 1933 Act and no stop order suspending the effectiveness of the
Registration Statement shall be in effect; no proceedings for such purpose, or
under the proxy rules of the SEC or any bank regulatory authority pursuant to
the 1934 Act, and with respect to the transactions contemplated hereby, shall be
pending before or threatened by the SEC or any bank regulatory authority; and
all approvals or authorizations for the offer of BancGroup Common Stock shall
have been received or obtained pursuant to any applicable state securities Laws,
and no stop order or proceeding with respect to the transactions contemplated
hereby shall be pending or threatened under any such state Law.
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8.5 Tax Opinion. An opinion of Coopers & Lybrand, LLP, shall have been
received in form and substance reasonably satisfactory to the Acquired
Corporation and BancGroup to the effect that (i) the Merger will constitute a
"reorganization" within the meaning of section 368 of the Code; (ii) no gain or
loss will be recognized by BancGroup or Acquired Corporation; (iii) no gain or
loss will be recognized to the shareholders of Acquired Corporation who receive
shares of BancGroup Common Stock except to the extent of any taxable "boot"
received by such persons from BancGroup, and except to the extent of any
dividends received from Acquired Corporation prior to the Effective Date; (iv)
the basis of the BancGroup Common Stock received in the Merger will be equal to
the sum of the basis of the shares of Acquired Corporation common stock
exchanged in the Merger and the amount of gain, if any, which was recognized by
the exchanging Acquired Corporation shareholder, including any portion treated
as a dividend, less the value of taxable boot, if any, received by such
shareholder in the Merger; (v) the holding period of the BancGroup Common Stock
will include the holding period of the shares of Acquired Corporation common
stock exchanged therefor if such shares of Acquired Corporation common stock are
capital assets in the hands of the exchanging Acquired Corporation shareholder;
and (vi) cash received by an Acquired Corporation shareholder in lieu of a
fractional share interest of BancGroup Common Stock will be treated as having
been received as a distribution in full payment in exchange for the fractional
share interest of BancGroup Common Stock which he or she would otherwise be
entitled to receive and will qualify as capital gain or loss (assuming the
Acquired Corporation common stock is a capital asset in his or her hands as of
the Effective Date).
ARTICLE 9
CONDITIONS TO OBLIGATIONS OF ACQUIRED CORPORATION
The obligations of Acquired Corporation to cause the transactions
contemplated by this Agreement to be consummated shall be subject to the
satisfaction on or before the Effective Date of all the following conditions
except as Acquired Corporation may waive such conditions in writing:
9.1 Representations, Warranties and Covenants. Notwithstanding any
investigation made by or on behalf of Acquired Corporation, all representations
and warranties of BancGroup contained in this Agreement shall be true in all
material respects on and as of the Effective Date as if such representations and
warranties were made on and as of such Effective Date, and BancGroup shall have
performed in all material respects all agreements and covenants required by this
Agreement to be performed by it on or prior to the Effective Date.
9.2 Adverse Changes. There shall have been no changes after the date of
the most recent balance sheet provided under section 4.3(a)(i) hereof in the
results of operations (as compared with the corresponding period of the prior
fiscal year), Assets, Liabilities, financial condition or affairs of BancGroup
which in their total effect constitute a Material Adverse Effect, nor shall
there have been any material changes in the Laws governing the business of
BancGroup or which would impair the rights of Acquired Corporation or its
shareholders pursuant to this Agreement.
9.3 Closing Certificate. In addition to any other deliveries required to
be delivered hereunder, Acquired Corporation shall have received a certificate
from the President or a Vice President and from the Secretary or Assistant
Secretary of BancGroup dated as of the Closing certifying that:
(a) the Board of Directors of BancGroup has duly adopted resolutions
approving the substantive terms of this Agreement and authorizing the
consummation of the transactions contemplated by this Agreement and such
resolutions have not been amended or modified and remain in full force and
effect;
(b) each person executing this Agreement on behalf of BancGroup is an
officer of BancGroup holding the office or offices specified therein and
the signature of each person set forth on such certificate is his or her
genuine signature;
(c) the certificate of incorporation and bylaws of BancGroup
referenced in section 4.4 hereof remain in full force and effect;
(d) such persons have no knowledge of a basis for any material claim,
in any court or before any Agency or arbitration or otherwise against, by
or affecting BancGroup or the business, prospects,
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condition (financial or otherwise), or Assets of BancGroup or which would
prevent the performance of this Agreement or the transactions contemplated
by this Agreement or declare the same unlawful or cause the rescission
thereof;
(e) to such persons' knowledge, the Proxy Statement delivered to
Acquired Corporation's shareholders, or any amendments or revisions thereto
so delivered, as of the date thereof, did not contain or incorporate by
reference any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances under which
they were made (it being understood that such persons need not express a
statement as to information concerning or provided by Acquired Corporation
for inclusion in such Proxy Statement); and
(f) the conditions set forth in this Article 9 insofar as they relate
to BancGroup have been satisfied.
9.4 Opinion of Counsel. Acquired Corporation shall have received an
opinion of Miller, Hamilton, Snider & Odom, L.L.C., counsel to BancGroup, dated
as of the Closing, substantially in the form set forth in Exhibit B hereto.
9.5 Fairness Opinion. Acquired Corporation shall have received prior to
the mailing of the Proxy Statement from The Carson Medlin Company a letter
setting forth its opinion that the Merger Consideration to be received by the
shareholders of Acquired Corporation under the terms of this Agreement is fair
to them from a financial point of view, and such opinion shall not have been
withdrawn as of the Effective Date.
9.6 NYSE Listing. The shares of BancGroup Common Stock to be issued under
this Agreement shall have been approved for listing on the NYSE.
9.7 Other Matters. There shall have been furnished to counsel for Acquired
Corporation certified copies of such corporate records of BancGroup and copies
of such other documents as such counsel may reasonably have requested for such
purpose.
9.8 Material Events. There shall have been no determination by the board
of directors of Acquired Corporation that the transactions contemplated by this
Agreement have become impractical because of any state of war, declaration of a
banking moratorium in the United States or a general suspension of trading on
the NYSE or any other exchange on which BancGroup Common Stock may be traded.
ARTICLE 10
CONDITIONS TO OBLIGATIONS OF BANCGROUP
The obligations of BancGroup to cause the transactions contemplated by this
Agreement to be consummated shall be subject to the satisfaction on or before
the Effective Date of all of the following conditions except as BancGroup may
waive such conditions in writing:
10.1 Representations, Warranties and Covenants. Notwithstanding any
investigation made by or on behalf of BancGroup, all representations and
warranties of Acquired Corporation contained in this Agreement shall be true in
all material respects on and as of the Effective Date as if such representations
and warranties were made on and as of the Effective Date, and Acquired
Corporation shall have performed in all material respects all agreements and
covenants required by this Agreement to be performed by it on or prior to the
Effective Date.
10.2 Adverse Changes. There shall have been no changes after the date of
the most recent balance sheet provided under section 5.4(a)(i) hereof in the
results of operations (as compared with the corresponding period of the prior
fiscal year), Assets, Liabilities, financial condition, or affairs of Acquired
Corporation which constitute a Material Adverse Effect, nor shall there have
been any material changes in the Laws governing the business of Acquired
Corporation which would impair BancGroup's rights pursuant to this Agreement.
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10.3 Closing Certificate. In addition to any other deliveries required to
be delivered hereunder, BancGroup shall have received a certificate from
Acquired Corporation executed by the President or Vice President and from the
Secretary or Assistant Secretary of Acquired Corporation dated as of the Closing
certifying that:
(a) the Board of Directors of Acquired Corporation has duly adopted
resolutions approving the substantive terms of this Agreement and
authorizing the consummation of the transactions contemplated by this
Agreement and such resolutions have not been amended or modified and remain
in full force and effect;
(b) the shareholders of Acquired Corporation have duly adopted
resolutions approving the substantive terms of the Merger and the
transactions contemplated thereby and such resolutions have not been
amended or modified and remain in full force and effect;
(c) each person executing this Agreement on behalf of Acquired
Corporation is an officer of Acquired Corporation holding the office or
offices specified therein and the signature of each person set forth on
such certificate is his or her genuine signature;
(d) the articles of incorporation and bylaws of Acquired Corporation
and the Bank referenced in section 5.8 hereof remain in full force and
effect and have not been amended or modified since the date hereof;
(e) to such persons' knowledge, the Proxy Statement delivered to
Acquired Corporation's shareholders, or any amendments or revisions thereto
so delivered, as of the date thereof, did not contain or incorporate by
reference any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances under which
they were made (it being understood that such persons need only express a
statement as to information concerning or provided by Acquired Corporation
for inclusion in such Proxy Statement); and
(f) the conditions set forth in this Article 10 insofar as they relate
to Acquired Corporation have been satisfied.
10.4 Opinion of Counsel. BancGroup shall have received an opinion of Bush
Ross Gardner Warren & Rudy, P.A., counsel to Acquired Corporation, dated as of
the Closing, substantially as set forth in Exhibit C hereto.
10.5 Controlling Shareholders. Each shareholder of Acquired Corporation
who may be an "affiliate" of Acquired Corporation, within the meaning of Rule
145 of the general rules and regulations under the 1933 Act shall have executed
and delivered an agreement satisfactory to BancGroup to the effect that such
person shall not make a "distribution" (within the meaning of Rule 145) of the
Common Stock which he receives upon the Effective Date and that such Common
Stock will be held subject to all applicable provisions of the 1933 Act and the
rules and regulations of the SEC thereunder, and the undersigned will not sell
or otherwise reduce risk relative to any shares of BancGroup Common Stock
received in the Merger until financial results concerning at least 30 days of
post-Merger combined operations have been published by BancGroup within the
meaning of Section 201.01 of the SEC's Codification of Financial Reporting
Policies. Acquired Corporation recognizes and acknowledges that BancGroup Common
Stock issued to such persons may bear a legend, in form reasonably acceptable to
the Acquired Corporation, evidencing the agreement described above.
10.6 Other Matters. There shall have been furnished to counsel for
BancGroup certified copies of such corporate records of Acquired Corporation and
copies of such other documents as such counsel may reasonably have requested for
such purpose.
10.7 Dissenters. The number of shares as to which shareholders of Acquired
Corporation shall have exercised dissenters rights of appraisal under section
3.6 does not exceed 10 percent of the outstanding shares of common stock of
Acquired Corporation.
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10.8 Material Events. There shall have been no determination by the board
of directors of BancGroup that the transactions contemplated by this Agreement
have become impractical because of any state of war, declaration of a banking
moratorium in the United States or general suspension of trading on the NYSE or
any exchange on which BancGroup Common Stock may be traded.
10.9 Severance Agreement. A severance agreement, in form and substance
reasonably satisfactory to BancGroup and Richard H. Eatman, shall have been
executed between BancGroup and Richard H. Eatman.
10.10 Pooling of Interest. BancGroup shall have received the written
opinion of Coopers & Lybrand, L.L.P., that the Merger will qualify for the
pooling of interests method of accounting under generally accepted accounting
principles.
ARTICLE 11
TERMINATION OF REPRESENTATIONS AND WARRANTIES
All representations and warranties provided in Articles 4 and 5 of this
Agreement or in any closing certificate pursuant to Articles 9 and 10 shall
terminate and be extinguished at and shall not survive the Effective Date. All
covenants, agreements and undertakings required by this Agreement to be
performed by any Party hereto following the Effective Date shall survive such
Effective Date and be binding upon such Party. If the Merger is not consummated,
all representations, warranties, obligations, covenants, or agreements hereunder
or in any certificate delivered hereunder relating to the transaction which is
not consummated shall be deemed to be terminated or extinguished, except that
Sections 7.2, 7.4, Article 11, Article 15 and any applicable definitions of
Article 14, shall survive. Items disclosed in the Exhibits and Schedules
attached hereto are incorporated into this Agreement and form a part of the
representations, warranties, covenants or agreements to which they relate.
Information provided in such Exhibits and Schedules is provided only in response
to the specific section of this Agreement which calls for such information.
ARTICLE 12
NOTICES
All notices, requests, demands, consents, approvals and other
communications under this Agreement shall be in writing and shall be given to
the recipient party by hand delivery; or by sending a copy thereof by first
class or express mail, postage prepaid, by telegram (with messenger service
specified), or by courier service (with charges prepaid), in each case to the
address indicated below or to such other address as the recipient shall have
provided in accordance with the terms hereof; or by sending a copy thereof by
whatever telecopier service the recipient shall have designated below (or by
subsequent notice provided in accordance with the terms hereof). If the notice
is sent by mail, telegraph or courier services, it shall be deemed to have been
given to the recipient when deposited in the United States mail or with a
telegraph office or courier service for delivery to that party; or if by
telecopier, when the sending party is in receipt of documentary evidence that
the transmission has been successfully completed. Whenever the furnishing of
notice is required,
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the same may be waived by the party entitled to receive such notice. Until
further notice is provided, the address and telecopier number of each party is
as stated below:
<TABLE>
<S> <C>
As to BancGroup: One Commerce Street, Suite 800
Montgomery, Alabama 33602
Attention: W. Flake Oakley, IV
Telecopier No. (334) 240-601
Copy to: Michael D. Waters, Esq.
Miller, Hamilton, Snider & Odom, L.L.C.
One Commerce Street, Suite 802
Montgomery, Alabama 36104
Telecopier No. (334) 265-4533
As to Acquired Corporation: 510 Vonderburg Drive
Brandon, Florida 33511
Attention: Richard H. Eatman, President
Telecopier No. (813) 651-1629
Copy to: Jeremy P. Ross, Esq.
Bush Ross Gardner Warren & Rudy, P.A.
220 South Franklin Street
Tampa, Florida 33602
Telecopier No. (813) 223-9620
</TABLE>
ARTICLE 13
AMENDMENT OR TERMINATION
13.1 Amendment. This Agreement may be amended by the mutual consent of
BancGroup and Acquired Corporation before or after approval of the transactions
contemplated herein by the shareholders of Acquired Corporation.
13.2 Termination. This Agreement may be terminated at any time prior to or
on the Effective Date whether before or after action thereon by the shareholders
of Acquired Corporation, as follows:
(a) by the mutual consent of the respective boards of directors of
Acquired Corporation and BancGroup;
(b) by the board of directors of either Party (provided that the
terminating Party is not then in material breach of any representation,
warranty, covenant, or other agreement contained in this Agreement) in the
event of a breach by the other Party of any representation or warranty
contained in this Agreement which cannot be or has not been cured within
thirty (30) days after the giving of written notice to the breaching Party
of such breach and which breach would provide the non-breaching Party the
ability to refuse to consummate the Merger for failure to satisfy the
condition set forth in section 10.1 of this Agreement in the case of
BancGroup and section 9.1 of this Agreement in the case of Acquired
Corporation;
(c) by the board of directors of either Party (provided that the
terminating Party is not then in material breach of any representation,
warranty, covenant, or other agreement contained in this Agreement) in the
event of a material breach by the other Party of any covenant or agreement
contained in this Agreement which cannot be or has not been cured within
thirty (30) days after the giving of written notice to the breaching Party
of such breach, or if any of the conditions to the obligations of such
Party contained in this Agreement in Article 9 as to Acquired Corporation
or Article 10 as to BancGroup shall not have been satisfied in full; or
(d) by the board of directors of either BancGroup or Acquired
Corporation if all transactions contemplated by this Agreement shall not
have been consummated on or prior to June 30, 1997, if the
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failure to consummate the transactions provided for in this Agreement on or
before such date is not caused by any breach of this Agreement by the Party
electing to terminate pursuant to this section 13.2(d).
13.3 Damages. In the event of termination pursuant to section 13.2,
Acquired Corporation and BancGroup shall not be liable for damages for any
breach of warranty or representation contained in this Agreement made in good
faith, and, in that case, the expenses incurred shall be borne as set forth in
section 15.1 hereof.
ARTICLE 14
DEFINITIONS
(a) The following terms, which are capitalized in this Agreement, shall
have the meanings set forth below for the purpose of this Agreement:
Acquired Corporation....... Fort Brooke Bancorporation, a Florida corporation.
Acquired Corporation
Company.................. Shall mean Acquired Corporation, the Bank, any
Subsidiary of Acquired Corporation or the Bank, or
any person or entity acquired as a Subsidiary of
Acquired Corporation or the Bank in the future and
owned by Acquired Corporation or the Bank at the
Effective Date.
Acquired Corporation
Options.................. Options respecting the issuance of 60,410 shares of
Acquired Corporation common stock pursuant to
Acquired Corporation's stock option plans.
Acquired Corporation
Stock.................... Shares of common stock, par value $.001 per share,
of Acquired Corporation.
Acquisition Proposal....... Shall mean, with respect to a Party, any tender
offer or exchange offer or any proposal for a
merger, acquisition of all of the stock or assets
of, or other business combination involving such
Party or any of its Subsidiaries or the acquisition
of a substantial equity interest in, or a
substantial portion of the assets of, such Party or
any of its Subsidiaries.
Agencies................... Shall mean, collectively, the Federal Trade
Commission, the United States Department of
Justice, the Board of Governors of the Federal
Reserve System, the Federal Deposit Insurance
Corporation, the Office of Thrift Supervision, all
state regulatory agencies having jurisdiction over
the Parties and their respective Subsidiaries, HUD,
the VA, the FHA, the GNMA, the FNMA, the FHLMC, the
NYSE, and the SEC.
Agreement.................. Shall mean this Agreement and Plan of Merger and
the Exhibits and Schedules delivered pursuant
hereto and incorporated herein by reference.
Assets..................... Of a Person shall mean all of the assets,
properties, businesses and rights of such Person of
every kind, nature, character and description,
whether real, personal or mixed, tangible or
intangible, accrued or contingent, or otherwise
relating to or utilized in such Person's business,
directly or indirectly, in whole or in part,
whether or not carried on the books and records of
such Person, and whether or not owned in the name
of such Person or any Affiliate of such Person and
wherever located.
BancGroup.................. The Colonial BancGroup, Inc., a Delaware
corporation with its principal offices in
Montgomery, Alabama.
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Bank....................... Fort Brooke Bank, a Florida state bank.
Closing.................... The closing of the transactions contemplated hereby
as described in section 2.7 of this Agreement.
Code....................... The Internal Revenue Code of 1986, as amended.
Colonial Bank.............. BancGroup's Subsidiary bank located in Orlando,
Florida.
Common Stock............... BancGroup's Common Stock authorized and defined in
the restated certificate of incorporation of
BancGroup, as amended.
Consent.................... Any consent, approval, authorization, clearance,
exemption, waiver, or similar affirmation by any
Person pursuant to any Contract, Law, Order, or
Permit.
Contract................... Any written or oral agreement, arrangement,
authorization, commitment, contract, indenture,
instrument, lease, obligation, plan, practice,
restriction, understanding or undertaking of any
kind or character, or other document to which any
Person is a party or that is binding on any Person
or its capital stock, Assets or business.
Default.................... Shall mean (i) any breach or violation of or
default under any Contract, Order or Permit, (ii)
any occurrence of any event that with the passage
of time or the giving of notice or both would
constitute a breach or violation of or default
under any Contract, Order or Permit, or (iii) any
occurrence of any event that with or without the
passage of time or the giving of notice would give
rise to a right to terminate or revoke, change the
current terms of, or renegotiate, or to accelerate,
increase, or impose any Liability under, any
Contract, Order or Permit.
DGCL....................... The Delaware General Corporation Law.
Effective Date............. Means the date and time at which the Merger becomes
effective as defined in section 2.7 hereof.
Environmental Laws......... Means the laws, regulations and governmental
requirements referred to in section 5.23 hereof.
ERISA...................... The Employee Retirement Income Security Act of
1974, as amended.
Exchange Ratio............. The ratio obtained by dividing $31.50 by the Market
Value, as set forth in section 3.1(b).
Exercise Price............. The exercise price of Acquired Corporation Options
as set forth in section 3.1(b)(ii).
Exhibits................... A through C, inclusive, shall mean the Exhibits so
marked, copies of which are attached to this
Agreement. Such Exhibits are hereby incorporated by
reference herein and made a part hereof, and may be
referred to in this Agreement and any other related
instrument or document without being attached
hereto.
FBCA....................... The Florida Business Corporation Act
Knowledge.................. Means the actual knowledge of the Chairman,
President, Chief Financial Officer, Chief
Accounting Officer, Chief Credit Officer, General
Counsel or any Senior or Executive Vice President
of BancGroup, in the case of knowledge of
BancGroup, or of Acquired Corporation and the Bank,
in the case of knowledge of Acquired Corporation.
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Law........................ Any code, law, ordinance, regulation, reporting or
licensing requirement, rule, or statute applicable
to a Person or its Assets, Liabilities or business,
including those promulgated, interpreted or
enforced by any Agency.
Liability.................. Any direct or indirect, primary or secondary,
liability, indebtedness, obligation, penalty, cost
or expense (including costs of investigation,
collection and defense), deficiency, guaranty or
endorsement of or by any Person (other than
endorsements of notes, bills, checks, and drafts
presented for collection or deposit in the ordinary
course of business) of any type, whether accrued,
absolute or contingent, liquidated or unliquidated,
matured or unmatured, or otherwise.
Lien....................... Any conditional sale agreement, default of title,
easement, encroachment, encumbrance, hypothecation,
infringement, lien, mortgage, pledge, reservation,
restriction, security interest, title retention or
other security arrangement, or any adverse right or
interest, charge, or claim of any nature whatsoever
of, on, or with respect to any property or property
interest, other than (i) Liens for current property
Taxes not yet due and payable, (ii) for depository
institution Subsidiaries of a Party, pledges to
secure deposits and other Liens incurred in the
ordinary course of the banking business, and (iii)
Liens in the form of easements and restrictive
covenants on real property which do not create a
Material Adverse Effect with respect to the use of
such property by the current owner thereof.
Litigation................. Any action, arbitration, complaint, criminal
prosecution, governmental or other examination or
investigation, hearing, inquiry, administrative or
other proceeding relating to or affecting a Party,
its business, its Assets (including Contracts
related to it), or the transactions contemplated by
this Agreement.
Loss....................... Any and all direct or indirect payments,
obligations, recoveries, deficiencies, fines,
penalties, interest, assessments, losses,
diminution in the value of Assets, damages,
punitive, exemplary or consequential damages
(including, but not limited to, lost income and
profits and interruptions of business),
liabilities, costs, expenses (including without
limitation, reasonable attorneys' fees and
expenses, and consultant's fees and other costs of
defense or investigation), and interest on any
amount payable to a third party as a result of the
foregoing.
Material................... For purposes of this Agreement shall be determined
in light of the facts and circumstances of the
matter in question; provided that any specific
monetary amount stated in this Agreement shall
determine materiality in that instance.
Material Adverse Effect.... On a Party shall mean an event, change or
occurrence which has a material adverse impact on
(i) the financial position, Assets, business, or
results of operations of such Party and its
Subsidiaries, taken as a whole, or (ii) the ability
of such Party to perform its obligations under this
Agreement or to consummate the Merger or the other
transactions contemplated by this Agreement,
provided that "material adverse impact" shall not
be deemed to include the impact of (x) changes in
banking and similar laws of general applicability
or interpretations thereof by courts or
governmental authorities, (y) changes in generally
accepted accounting principles or regulatory
accounting principles generally applicable to banks
and their holding companies, and (z) the Merger
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and compliance with the provisions of this
Agreement on the operating performance of the
Parties.
Merger..................... The merger of Acquired Corporation with BancGroup
as contemplated in this Agreement.
Merger Consideration....... The distribution of BancGroup Common Stock and cash
for each share of Acquired Corporation Stock as
provided in section 3.1(a) hereof.
NYSE....................... The New York Stock Exchange.
Order...................... Any administrative decision or award, decree,
injunction, judgment, order, quasi-judicial
decision or award, ruling, or writ of any federal,
state, local or foreign or other court, arbitrator,
mediator, tribunal, administrative agency or
Agency.
Party...................... Shall mean Acquired Corporation or BancGroup, and
"Parties" shall mean both Acquired Corporation and
BancGroup.
Permit..................... Any federal, state, local, and foreign governmental
approval, authorization, certificate, easement,
filing, franchise, license, notice, permit, or
right to which any Person is a party or that is or
may be binding upon or inure to the benefit of any
Person or its securities, Assets or business.
Person..................... A natural person or any legal, commercial or
governmental entity, such as, but not limited to, a
corporation, general partnership, joint venture,
limited partnership, limited liability company,
trust, business association, group acting in
concert, or any person acting in a representative
capacity.
Proxy Statement............ The proxy statement used by Acquired Corporation to
solicit the approval of its stockholders of the
transactions contemplated by this Agreement, which
shall include the prospectus of BancGroup relating
to the issuance of the BancGroup Common Stock to
the shareholders of Acquired Corporation.
Registration Statement..... The registration statement on Form S-4, or such
other appropriate form, to be filed with the SEC by
BancGroup, and which has been agreed to by Acquired
Corporation, to register the shares of BancGroup
Common Stock offered to stockholders of the Bank
pursuant to his Agreement, including the Proxy
Statement.
Resulting Corporation...... BancGroup, as the surviving corporation resulting
from the Merger.
SEC........................ United States Securities and Exchange Commission.
Stockholders Meeting....... The special meeting of stockholders of Acquired
Corporation called to approve the transactions
contemplated by this Agreement.
Subsidiaries............... Shall mean all those corporations, banks,
associations, or other entities of which the entity
in question owns or controls 5% or more of the
outstanding equity securities either directly or
through an unbroken chain of entities as to each of
which 5% or more of the outstanding equity
securities is owned directly or indirectly by its
parent; provided, however, there shall not be
included any such entity acquired through
foreclosure or any such entity the equity
securities of which are owned or controlled in a
fiduciary capacity.
Tax or Taxes............... Means any federal, state, county, local, foreign,
and other taxes, assessments, charges, fares, and
impositions, including interest and penalties
thereon or with respect thereto.
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1933 Act................... The Securities Act of 1933, as amended.
1934 Act................... The Securities Exchange Act of 1934, as amended.
ARTICLE 15
MISCELLANEOUS
15.1 Expenses. Each Party hereto shall bear its own legal, auditing,
trustee, investment banking, regulatory and other expenses in connection with
this Agreement and the transactions contemplated hereby.
15.2 Benefit. This Agreement shall inure to the benefit of and be binding
upon Acquired Corporation and BancGroup, and their respective successors. This
Agreement shall not be assignable by any Party without the prior written consent
of the other Party.
15.3 Governing Law. Except to the extent that the laws of the State of
Florida apply to the Merger, this Agreement shall be governed by, and construed
in accordance with the Laws of the State of Delaware without regard to any
conflict of Laws.
15.4 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to constitute an original. Each such counterpart shall
become effective when one counterpart has been signed by each Party thereto.
15.5 Headings. The headings of the various articles and sections of this
Agreement are for convenience of reference only and shall not be deemed a part
of this Agreement or considered in construing the provisions thereof.
15.6 Severability. Any term or provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining terms and provisions thereof or affecting the
validity or enforceability of such provision in any other jurisdiction, and if
any term or provision of this Agreement is held by any court of competent
jurisdiction to be void, voidable, invalid or unenforceable in any given
circumstance or situation, then all other terms and provisions, being severable,
shall remain in full force and effect in such circumstance or situation and the
term or provision shall remain valid and in effect in any other circumstances or
situation.
15.7 Construction. Use of the masculine pronoun herein shall be deemed to
refer to the feminine and neuter genders and the use of singular references
shall be deemed to include the plural and vice versa, as appropriate. No
inference in favor of or against any Party shall be drawn from the fact that
such Party or such Party's counsel has drafted any portion of this Agreement.
15.8 Return of Information. In the event of termination of this Agreement
prior to the Effective Date, each Party shall return to the other, without
retaining copies thereof, all confidential or non-public documents, work papers
and other materials obtained from the other Party in connection with the
transactions contemplated in this Agreement and shall keep such information
confidential, not disclose such information to any other person or entity, and
not use such information in connection with its business.
15.9 Equitable Remedies. The parties hereto agree that, in the event of a
breach of this Agreement by either Party, the other Party may be without an
adequate remedy at law owing to the unique nature of the contemplated
transactions. In recognition thereof, in addition to (and not in lieu of) any
remedies at law that may be available to the non-breaching Party, the
non-breaching Party shall be entitled to obtain equitable relief, including the
remedies of specific performance and injunction, in the event of a breach of
this Agreement by the other Party, and no attempt on the part of the
non-breaching Party to obtain such equitable relief shall be deemed to
constitute an election of remedies by the non-breaching Party that would
preclude the non-breaching Party from obtaining any remedies at law to which it
would otherwise be entitled.
15.10 Attorneys' Fees. If any Party hereto shall bring an action at law or
in equity to enforce its rights under this Agreement (including an action based
upon a misrepresentation or the breach of any warranty, covenant, agreement or
obligation contained herein), the prevailing Party in such action shall be
entitled to
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recover from the other Party its costs and expenses incurred in connection with
such action (including fees, disbursements and expenses of attorneys and costs
of investigation).
15.11 No Waiver. No failure, delay or omission of or by any Party in
exercising any right, power or remedy upon any breach or Default of any other
Party shall impair any such rights, powers or remedies of the Party not in
breach or Default, nor shall it be construed to be a wavier of any such right,
power or remedy, or an acquiescence in any similar breach or Default; nor shall
any waiver of any single breach or Default be deemed a waiver of any other
breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character on the part of any Party of any
provisions of this Agreement must be in writing and be executed by the Parties
to this Agreement and shall be effective only to the extent specifically set
forth in such writing.
15.12 Remedies Cumulative. All remedies provided in this Agreement, by law
or otherwise, shall be cumulative and not alternative.
15.13 Entire Contract. This Agreement and the documents and instruments
referred to herein constitute the entire contract between the parties to this
Agreement and supersede all other understandings with respect to the subject
matter of this Agreement.
IN WITNESS WHEREOF, Acquired Corporation and BancGroup have caused this
Agreement to be signed by their respective duly authorized officers as of the
date first above written.
<TABLE>
<S> <C>
ATTEST: FORT BROOKE BANCORPORATION
/s/ JOHN D. ADAMS /s/ RICHARD H. EATMAN
- -------------------------------------------- --------------------------------------------
By: John D. Adams By: Richard H. Eatman
Its: Secretary Its: President and Chief Executive Officer
(CORPORATE SEAL)
ATTEST: THE COLONIAL BANCGROUP, INC.
/s/ TERESA R. SKIPPER /s/ W. FLAKE OAKLEY
- -------------------------------------------- --------------------------------------------
By: By:
Its: Assistant Secretary Its: Chief Financial Officer
(CORPORATE SEAL)
</TABLE>
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APPENDIX B
November 8, 1996
Board of Directors
Fort Brooke Bancorporation
510 Vonderburg Drive
Brandon, FL 33511
Members of the Board:
You have requested our opinion as to the fairness, from a financial point
of view, of the consideration to be received by the shareholders of Fort Brooke
Bancorporation ("Fort Brooke") under the terms of a certain Agreement and Plan
of Merger dated November 8, 1996 (the "Agreement") pursuant to which Fort Brooke
will be acquired by The Colonial BancGroup, Inc. ("Colonial") (the "Merger").
Under the terms of the Agreement, each of the outstanding shares of Fort Brooke
common stock shall be converted into the right to receive consideration of
$31.50 per share in Colonial common stock, subject to certain limitations. The
foregoing summary of the Merger is qualified in its entirety by reference to the
Agreement.
The Carson Medlin Company is a National Association of Securities Dealers,
Inc. (NASD) member investment banking firm which specializes in the securities
of southeastern United States financial institutions. As part of our investment
banking activities, we are regularly engaged in the valuation of southeastern
United States financial institutions and transactions relating to their
securities. We regularly publish our research on independent community banks
regarding their financial and stock price performance. We are familiar with the
commercial banking industry in Florida and the major commercial banks operating
in that market. We have been retained by Fort Brooke in a financial advisory
capacity to render our opinion hereunder, for which we will receive
compensation.
In reaching our opinion, we have analyzed the respective financial
positions, both current and historical, of Colonial and Fort Brooke. We have
reviewed: (i) the Agreement; (ii) the annual reports to shareholders of
Colonial, including audited financial statements for the five years ended
December 31, 1995; (iii) audited financial statements of Fort Brooke for the
five years ended December 31, 1995; (iv) the unaudited interim financial
statements of Colonial for the nine months ended September 30, 1996; (v) the
unaudited interim financial statements of Fort Brooke for the nine months ended
September 30, 1996; and, (vi) certain financial and operating information with
respect to the business, operations and prospects of Colonial and Fort Brooke.
We also: (i) held discussions with members of the senior management of Colonial
and Fort Brooke regarding historical and current business operations, financial
condition and future prospects of their respective companies; (ii) reviewed the
historical market prices and trading activity for the common stock of Colonial
and Fort Brooke and compared them with those of certain publicly traded
companies which we deemed to be relevant; (iii) compared the results of
operations of Colonial and Fort Brooke with those of certain banking companies
which we deemed to be relevant; (iv) compared the proposed financial terms of
the Merger with the financial terms, to the extent publicly available, of
certain other recent business combinations of commercial banking organizations;
(v) analyzed the pro forma financial impact of the Merger on Colonial; and (vi)
conducted such other studies, analyses, inquiries and examinations as we deemed
appropriate.
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We have relied upon and assumed, without independent verification, the
accuracy and completeness of all information provided to us. We have not
performed or considered any independent appraisal or evaluation of the assets of
Fort Brooke or Colonial. The opinion we express herein is necessarily based upon
market, economic and other relevant considerations as they exist and can be
evaluated as of the date of this letter.
Based upon the foregoing, it is our opinion that the aggregate
consideration provided for in the Agreement is fair, from a financial point of
view, to the unaffiliated shareholders of Fort Brooke Bancorporation.
Very truly yours,
THE CARSON MEDLIN COMPANY
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APPENDIX C
607.1301 DISSENTER'S RIGHTS; DEFINITIONS. -- The following definitions
apply to sec.sec. 607.1302 and 607.1302 and 607.132:
(1) "Corporation" means the issuer of the shares held by a dissenting
shareholder before the corporate action or the surviving or acquiring
corporation by merger or share exchange of that issuer.
(2) "Fair value," with respect to a dissenter's shares, means the
value of the shares as of the close of business on the day prior to the
shareholders' authorization date, excluding any appreciation or
depreciation in anticipation of the corporate action unless exclusion would
be inequitable.
(3) "Shareholders' authorization date" means the date on which the
shareholders' vote authorizing the proposed action was taken, the date on
which the corporation received written consents without a meeting from the
requisite number of shareholders in order to authorize the action, or, in
the case of a merger pursuant to sec. 607.1104, the day prior to the date
on which a copy of the plan of merger was mailed to each shareholder of
record of the subsidiary corporation.
607.1302 RIGHT OF SHAREHOLDERS TO DISSENT. -- (1) Any shareholder has the
right to dissent from, and obtain payment of the fair value of his shares in the
event of, any of the following corporate actions:
(a) Consummation of a plan of merger to which the corporation is a
party:
1. If the shareholder is entitled to vote on the merger, or
2. If the corporation is a subsidiary that is merged with its
parent under sec. 607.1104, and the shareholders would have been
entitled to vote on action taken, except for the applicability of
sec. 607.1104;
(b) Consummation of a sale or exchange of all, or substantially all,
of the property of the corporation, other than in the usual and regular
course of business, if the shareholder is entitled to vote on the sale or
exchange pursuant to sec. 607.1202, including a sale in dissolution but not
including a sale pursuant to court order or a sale of cash pursuant to a
plan by which all or substantially all of the net proceeds of the sale will
be distributed to the shareholders within 1 year after the date of sale;
(c) As provided in sec. 607.0902(11), the approval of a control-share
acquisition;
(d) Consummation of a plan of share exchange to which the corporation
is a party as the corporation the shares of which will be acquired, if the
shareholder is entitled to vote on the plan;
(e) Any amendment of the articles of incorporation if the shareholder
is entitled to vote on the amendment and if such amendment would adversely
affect such shareholder by:
1. Altering or abolishing any preemptive rights attached to any of
his shares;
2. Altering or abolishing the voting rights pertaining to any of
his shares, except as such rights may be affected by the voting rights
of new shares then being authorized of any existing or new class or
series of shares;
3. Effecting an exchange, cancellation, or reclassification of any
of his shares, when such exchange, cancellation, or reclassification
would alter or abolish his voting rights or alter his percentage or
equity in the corporation, or effecting a reduction or cancellation of
accrued dividends or other arrearages in respect to such shares;
4. Reducing the stated redemption price of any of his redeemable
shares, altering or abolishing any provision relating to any sinking
fund for the redemption or purchase of any of his shares, or making any
of his shares subject to redemption when they are not otherwise
redeemable;
5. Making noncumulative, in whole or in part, dividends of any of
his preferred shares which had theretofore been cumulative;
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6. Reducing the stated dividend preference to any of his preferred
shares; or
7. Reducing any stated preferential amount payable on any of his
preferred shares upon voluntary or involuntary liquidation; or
(f) Any corporate action taken, to the extent the articles of
incorporation provide that a voting or nonvoting shareholder is entitled to
dissent and obtain payment for his shares.
(2) A shareholder dissenting from any amendment specified in paragraph
(1)(e) has the right to dissent only as to those of his shares which are
adversely affected by the amendment.
(3) A Shareholder may dissent as to less than all the shares registered in
his name. In that event, his rights shall be determined as if the shares as to
which he has dissented and his other shares were registered in the names of
different shareholders.
(4) Unless the articles of incorporation otherwise provide, this section
does not apply with respect to a plan of merger or share exchange or a proposed
sale or exchange of property, to the holders of shares of any class or series
which, on the record date fixed to determine the shareholders entitled to vote
at the meeting of shareholders at which such action is to be acted upon or to
consent to any such action without a meeting, were either registered on a
national securities exchange or designated as a national market system security
on a interdealer quotation system by the National Association of Securities
Dealers, Inc., or held of record by not fewer than 2,000 shareholders.
(5) A shareholder entitled to dissent and obtain payment for his shares
under this section may not challenge the corporate action creating his
entitlement unless the action is unlawful or fraudulent with respect to the
shareholder or the corporation.
607.1320 PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS. -- (1)(a) If a
proposed corporate section creating dissenters' rights under sec. 607.1320 is
submitted to a vote at a shareholders' meeting, the meeting notice shall state
that shareholders are or may be entitled to assert dissenters' rights and be
accompanied by a copy of sec.sec. 607.1301, 607.1302, and 607.1320. A
shareholder who wishers to assert dissenter's rights shall:
1. Deliver to the corporation before the vote is taken written notice
of his intent to demand payment for his shares if the proposed action is
effectuated, and
2. Not vote his shares in favor of the proposed action. A proxy or
vote against the proposed action does not constitute such a notice of
intent to demand payment.
(b) If proposed corporate action creating dissenters' rights under
sec. 607.1302 is effectuated by written consent without a meeting, the
corporation shall deliver a copy of sec.sec. 607.1301, 607,1302, and 607.1320 to
each shareholder simultaneously with any request for his written consent or, if
such a request is not made, within 10 days after the date the corporation
received written consents without a meeting from the requisite number of
shareholders necessary to authorize the action.
(2) Within 10 days after the shareholders' authorization date, the
corporation shall give written notice of such authorization or consent or
adoption of the plan of merger, as the case may be, to each shareholder who
filed a notice of intent to demand payment for his shares pursuant to paragraph
(1)(a) or, in the case of action authorized by written consent, to each
shareholder, excepting any who voted for, or consented in writing to, the
proposed action.
(3) Within 20 days after the giving of notice to him, any shareholder who
elects to dissent shall file with the corporation a notice of such election,
stating his name and address, the number, classes, and series of shares. Any
shareholder failing to file such election to dissent within the period set forth
shall be bound by the terms of the proposed corporate action. Any shareholder
filing an election to dissent shall deposit his certificates for certificated
shares with the corporation simultaneously with the filing of the election to
dissent. The corporation may restrict the transfer of uncertificated shares from
the date the shareholder's election to dissent is filed with the corporation.
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(4) Upon filing a notice of election to dissent, the shareholder shall
thereafter be entitled only to payment as provided in this section and shall not
be entitled to vote or to exercise any other rights of a shareholder. A notice
of election may be withdrawn in writing by the shareholder at any time before an
offer is made by the corporation, as provided in subsection (5), to pay for his
shares. After such offer, no such notice of election may be withdrawn unless the
corporation consents thereto. However, the right of such shareholder to be paid
the fair value of his shares shall cease, and he shall be reinstated to have all
right of such shareholder to be paid the fair value of his shares shall cease,
and he shall be reinstated to have all his rights as a shareholder as of the
filing of his notice of election, including any intervening preemptive rights
and the right to payment of any intervening dividend or other distribution or,
if any such rights have expired or any such dividend or distribution other than
in cash has been completed, in lieu thereof, at the election of the corporation,
the fair value thereof in cash as determined by the board as of the time of such
expiration or completion, but without prejudice otherwise to any corporate
proceeding that may have been taken in the interim, if:
(a) Such demand is withdrawn as provided in this section;
(b) The proposed corporate action is abandoned or rescinded or the
shareholders revoke the authority to effect such action;
(c) No demand or petition for the determination of fair value by a
court has been made or filed within the time provided in this section; or
(d) A court of competent jurisdiction determines that such shareholder
is not entitled to the relief provided by this section.
(5) Within 10 days after the expiration of the period in which shareholders
may file their notices of election to dissent, or within 10 days after such
corporate action is effected, whichever is later (but in no case later than 90
days from the shareholders' authorization date), the corporation shall make a
written offer to each dissenting shareholder who has made demand as provided in
this section to pay an amount the corporation estimates to be the fair value for
such shares. If the corporate action has not been consummated before the
expiration of the 90-day period after the shareholders' authorization date, the
offer may be made conditional upon the consummation of such action. Such notice
and offer shall be accompanied by:
(a) A balance sheet of the corporation, the shares of which the
dissenting shareholder holds, as of the latest available date and not more
than 12 months prior to the making of such offer; and
(b) A profit and loss statement of such corporation for the 12-month
period ended on the date of such balance sheet or, if the corporation was
not in existence throughout such 12-month period, for the portion thereof
during which it was in existence.
(6) If within 30 days after the making of such offer any shareholder
accepts the same, payment for his shares shall be made within 90 days after the
making of such offer or the consummation of the proposed action, whichever is
later. Upon payment of the agreed value, the dissenting shareholder shall cease
to have any interest in such shares.
(7) If the corporation fails to make such offer within the period specific
therefor in subsection (5) or if it makes the offer and any dissenting
shareholder or shareholders fail to accept the same within the period of 30 days
thereafter, then the corporation, within 30 days after receipt of written demand
from any dissenting shareholder given within 60 days after the date on which
such corporate action was effected, shall, or at its election at any time within
such period of 60 days may, file an action in any court of competent
jurisdiction in the county in this state where the registered office of the
corporation is located requesting that the fair value of such shares be
determined. The court shall also determine whether each dissenting shareholder,
as to whom the corporation requests the court to make such determination, is
entitled to receive payment for his shares. If the corporation fails to
institute the proceeding as herein provided, any dissenting shareholders
(whether or not residents of this state), other than shareholders who have
agreed with the corporation as to the value of their shares, shall be made
parties to the proceeding as an action against their shares. The corporation
shall serve a copy of the initial pleading in such proceeding upon each
dissenting shareholder who is a resident of
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this state in the manner provided by law for the service of a summons and
complaint and upon each nonresident dissenting shareholder either by registered
or certified mail and publication or in such other manner as is permitted by
law. The jurisdiction of the court is plenary and exclusive. All shareholders
who are proper parties to the proceeding are entitled to judgment against the
corporation for the amount of the fair value of their shares. The court may, if
it so elects, appoint one or more persons as appraisers to receive evidence and
recommend a decision on the question of fair value. The appraisers shall have
such power and authority as is specified in the order of their appointment or an
amendment thereof. The corporation shall pay each dissenting shareholder the
amount found to be due him within 10 days after final determination of the
proceedings. Upon payment of the judgment, the dissenting shareholder shall
cease to have any interest in such shares.
(8) The judgment may, at the discretion of the court, include a fair rate
of interest, to be determined by the court.
(9) The costs and expenses of any such proceeding shall be determined by
the court and shall be assessed against the corporation, but all or any part of
such costs and expenses may be apportioned and assessed as the court deems
equitable against any or all of the dissenting shareholders who are parties to
the proceeding, to whom the corporation has made an offer to pay for the shares,
if the court finds that action of such shareholders in failing to accept such
offer was arbitrary, vexatious, or not in good faith. Such expenses shall
include reasonable compensation for, and reasonable expenses of, the appraisers,
but shall exclude the fees and expenses of counsel for, and experts employed by,
any party. If the fair value of the shares, as determined, materially exceeds
the amount which the corporation offered to pay therefor or if no offer was
made, the court in its discretion may award to any shareholder who is a party to
the proceeding such sum as the court determines to be reasonable compensation to
any attorney or expert employed by the shareholder in the proceeding.
(10) Shares acquired by a corporation pursuant to payment of the agreed
value thereof or pursuant to payment of the judgment entered therefor, as
provided in this action, may be held and disposed of by such corporation as
authorized but unissued shares of the corporation, except that, in the case of a
merger, they may be held and disposed of as the plan of merger otherwise
provides. The shares of the surviving corporation into which the shares of such
dissenting shareholders would have been converted had they assented to the
merger shall have the status of authorized but unissued shares of the surviving
corporation.
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APPENDIX
SOLICITED BY THE BOARD OF DIRECTORS
PROXY
FORT BROOKE BANCORPORATION
SPECIAL MEETING OF SHAREHOLDERS
MARCH 13, 1997
The undersigned hereby appoints Richard H. Eatman and John D. Adams, and
either of them, or such other persons as the board of directors of Fort Brooke
Bancorporation ("Fort Brooke"), 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 Fort Brooke at the special meeting of stockholders to
be held on March 13, 1997, and at any and all adjournments thereof.
1. To ratify and approve the Agreement and Plan of Merger dated as of
November 18, 1996, pursuant to which Fort Brooke will be merged with and
into The Colonial BancGroup, Inc.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. In their discretion, to vote on such other matters as may properly come
before the meeting, but which are not now anticipated, and to vote upon
matters incident to the conduct of the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FORT BROOKE
AND WILL BE VOTED AS DIRECTED HEREIN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1 AND IN ACCORDANCE WITH THE DISCRETION OF THE PROXY
HOLDERS RESPECTING SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE SPECIAL
MEETING BUT WHICH ARE NOT NOW ANTICIPATED, AND TO VOTE UPON MATTERS INCIDENT TO
THE CONDUCT OF THE SPECIAL MEETING.
DATED: , 1997
-------------------
PHONE NO:
----------------------
-------------------------------
(Signature of Stockholder)
-------------------------------
(Signature of Stockholder, if
more than one)
Please sign exactly as your
name appears on the envelope in
which this material was mailed.
If shares are held jointly,
each stockholder must sign.
Agents, executors,
administrators, guardians and
trustees must give full title
as such. Corporations should
sign by their president or
authorized officer.
