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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 1999
REGISTRATION NO. 33-62071
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE COLONIAL BANCGROUP, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 6711 63-0661573
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
ONE COMMERCE STREET, SUITE 800 (334) 240-5000
MONTGOMERY, ALABAMA 36104 (Telephone No.)
(Address of principal executive offices)
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WILLIAM A. MCCRARY, ESQ.
VICE PRESIDENT AND LEGAL COUNSEL
POST OFFICE BOX 1108
MONTGOMERY, ALABAMA 36101-1108
(Name and address of agent for service)
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COPIES TO:
WILLARD H. HENSON, ESQ.
MILLER, HAMILTON, SNIDER & ODOM
ONE COMMERCE STREET, SUITE 305
MONTGOMERY, ALABAMA 36104
TELEPHONE: 334-834-5550
FACSIMILE: 334-265-4533
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [__]
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PROSPECTUS
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
COMMON STOCK
(PAR VALUE $2.50 PER SHARE)
The Colonial BancGroup, Inc. ("BancGroup") is offering through its
Dividend Reinvestment and Common Stock Purchase Plan (the "Plan") to all holders
of record of its Common Stock the opportunity to reinvest automatically their
cash dividends in shares of Common Stock and to make optional cash purchases of
Common Stock from $10 to $3,000 per quarter. The terms and provisions of the
Plan in question and answer format are set forth in this Prospectus.
The prices to be paid for shares of Common Stock purchased through
dividend reinvestments and with optional cash payments will be 100% of the
market price average, determined as provided in the Plan. (See "Dividend
Reinvestment and Common Stock Purchase Plan - Purchases," "Price" and "Optional
Cash Payments.")
This Prospectus relates to 2,000,000 shares of BancGroup Common Stock
of the par value of $2.50 per share of BancGroup registered for purchase under
the Plan. Shares issued under the Plan will be either newly issued shares,
treasury shares, or shares purchased for Plan participants in the open market.
Each share of BancGroup Common Stock is entitled to one (1) vote per
share on all matters.
The Plan does not represent a change in the dividend policy of
BancGroup which will continue to depend on earnings, financial requirements, and
other factors. Shareholders who do not wish to participate in the Plan will
continue to receive cash dividends so declared, by check in the usual manner.
The principal office and mailing address of BancGroup are One Commerce
Street, Post Office Box 1108, Montgomery, Alabama 36101 (telephone
334/240-5000).
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is May 10, 1999.
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AVAILABLE INFORMATION
BancGroup is subject to the informational requirements of the
Securities and Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other filings made by BancGroup,
including proxy and information statements, can be inspected and copied at the
public reference facilities of the Commission, Judiciary Plaza, 450 Fifth
Street, NW, Room 1024, Washington, DC 20549, and at certain regional offices:
Seven 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; 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 prescribed rates.
The Commission also maintains a Web Site (http://www.sec.gov) that
contains reports, proxy statements and other information regarding registrants,
including BancGroup, that file electronically with the Commission.
BancGroup's Common Stock is listed for trading on the New York Stock
Exchange (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 of 1933, as amended, with respect to the securities of
BancGroup being offered hereby. 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 NW, Washington, DC 20549,
and copies of such Registration Statement can be obtained at prescribed rates
from the Commission at that address.
DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. The documents are available upon request
from the person specified below.
The following documents filed by BancGroup with the Commission are
hereby incorporated by reference into this Prospectus:
(1) BancGroup's most recent Annual Report on Form 10-K;
(2) BancGroup's reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered
by BancGroup's most recent annual report on Form 10-K; and
(2) BancGroup's Form 8-A dated November 22, 1994, effective
February 22, 1995, containing a description of BancGroup's
common stock.
All documents subsequently filed by BancGroup since December 31, 1998,
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to
the termination of this offering, shall be deemed to be incorporated by
reference in this Prospectus.
BancGroup will provide, without charge to each person, including any
beneficial owner to whom this Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the documents which have
been incorporated herein by reference but not delivered herewith (other than the
exhibits to such documents). Such request, in writing or by telephone, should be
directed to the Corporate Secretary, The Colonial BancGroup, Inc., One Commerce
Street, Post Office Box 1108, Montgomery, Alabama 36101 (telephone
1-334-240-5000).
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DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide record owners of BancGroup Common
Stock with a simple and convenient way of investing cash dividends in shares of
Common Stock, and of investing optional cash payments in Common Stock, all
without payment of any brokerage commissions, service charge, or other expense.
To the extent such shares are purchased from BancGroup, BancGroup will receive
additional funds to finance the continuing operations of BancGroup and its
subsidiaries.
ADVANTAGES
2. What are the advantages of the Plan?
Participants in the Plan may:
(a) Reinvest all or part of their dividends on shares of Common
Stock automatically at a price equal to the average market
price as more fully explained under Question 12;
(b) Invest additional cash, up to $3,000 per quarter, in Common
Stock as more fully explained under Questions 11, 12,13, and
14;
(c) Avoid charges for brokerage commissions or fees when buying
Common Stock under the Plan;
(d) Invest the full amount of all dividends and optional cash
payments since the Plan allows fractions of a share to be held
under the Plan;
(e) Avoid cumbersome safekeeping requirements through the free
custodial service under the Plan; and
(f) Avoid inconvenience and expense of recordkeeping through the
free reporting provisions of the Plan.
PARTICIPATION
3. Who is eligible to participate?
All record owners of Common Stock are eligible to participate in the
Plan. Beneficial owners whose shares are registered in names other than their
own (for example, in the name of a broker or bank nominee) must become owners of
record by having the number of shares as to which they wish to participate
transferred into their names or make arrangements with the nominees or other
holders of record to participate in the Plan on behalf of such beneficial
owners. (See Question 4.) Shareholders can participate with respect to all or
less than all of their shares, but shareholders may only make optional cash
payments if shareholders also participate in the dividend reinvestment portion
of the Plan.
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4. How does an eligible shareholder become a participant?
An eligible shareholder may join the Plan by signing the enclosed
Authorization Card and returning it to SunTrust Bank, Atlanta, Georgia, as the
agent for the Plan (the "Agent") as follows:
SunTrust Bank, Atlanta
Stock Transfer Department
Post Office Box 4625
Atlanta, Georgia 30302
An Authorization Card is enclosed with this Prospectus and additional
Authorization Cards may be obtained at any time by written request to the Agent
at the above address, or by writing BancGroup at The Colonial BancGroup, Inc.,
Post Office Box 1108, Montgomery, Alabama 36101, Attention: Stock Plan
Administrator, or by calling BancGroup at 1-888-843-0622.
Brokers, banks, or other nominees who wish to participate in the Plan
on behalf of their clients must submit an Authorization Card to the Agent, as
any other record holder, with respect to the shares held by them which are to
participate in the Plan. Any shareholder of record that is a nominee for others
who wish to participate in the Plan must certify to BancGroup the name and
address of (and number of shares of Common Stock held for) each beneficial owner
on whose behalf such participation is authorized, and agree to advise BancGroup
of such beneficial owner's underlying ownership of BancGroup shares registered
in its name from time to time.
5. When may a shareholder join the Plan?
An eligible shareholder may join the Plan at any time. If an
Authorization Card specifying reinvestment of dividends is received by the Agent
before the record date for a dividend payment, reinvestment will commence with
that dividend payment. If the Authorization Card is received on or after a
dividend record date, the reinvestment of dividends through the Plan will begin
with the dividend payment following the next record date. The record dates for
determining shareholders who receive dividends are typically the last business
days of January, April, July, and October. Dividend payment dates normally
follow the dividend record dates by two weeks. (See Questions 11, 12, 13, and 14
for information concerning the investment of optional cash payments.)
6. What does the Authorization Card provide?
By marking the appropriate spaces of the Authorization Card, you may
choose between the following investment options with respect to dividend
reinvestment:
(a) To reinvest automatically cash dividends on all shares
registered in your name at the current average market price,
computed as described under Question 12; or
(b) To reinvest automatically cash dividends on less than all the
shares registered in your name (a specified number of whole
shares) at the current average market price and continue to
receive cash dividends on the remaining shares. You must
indicate on the Authorization Card the number of shares on
which dividends are to be reinvested rather than paid.
You may also make optional cash payments in any amount from $10 up to a
total of $3,000 per quarter, assuming dividends are also being reinvested under
either subparagraph (a) or (b) above, at the current average market price.
Optional cash payments will be invested quarterly as explained under Question
11.
Dividends on all shares purchased for your account under the Plan,
whether through dividend reinvestment or optional cash payments, will be
automatically reinvested in additional shares of Common Stock at the current
average market price.
7. May a participant change his or her method of participation after
enrollment?
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Yes. You may change your investment option at any time by signing a new
Authorization Card and returning it to the Agent as provided under Question 4.
An Authorization Card indicating a change of options must be received by the
Agent prior to a particular dividend record date in order to stop any unwanted
reinvestment of dividends paid on the related dividend payment date or otherwise
alter your investment options. If you want to terminate your participation in
the Plan, see Question 18.
AGENT
8. Who administers the Plan?
The Agent who administers the Plan for participants, keeps records,
sends statements of accounts to participants, purchases shares of Common Stock
which are purchased in the open market, and performs other duties relating to
the Plan. Shares purchased under the Plan will be registered in the name of the
Agent or its nominee as agent for participants in the Plan. The Agent's name and
mailing address are provided in response to Question 4 above.
The Agent may at any time (1) resign by giving written notice to
BancGroup, or (2) be removed by BancGroup. In the event a vacancy occurs in the
office of Agent, BancGroup shall appoint a successor Agent, which may be
BancGroup or one of its subsidiaries.
COSTS
9. Are there any expenses to participants in connection with purchases
under the Plan?
No. You will incur no brokerage commissions or service charge for the
purchases made under the Plan. All costs of administration of the Plan,
including fees, commissions, and expenses, will be paid by BancGroup. However,
if you request the Agent to sell your Plan shares, you will pay certain charges
as explained under Question 17. Participants may incur tax liability as a result
of payment by BancGroup of expenses in connection with open market purchases of
shares for Plan participants, as explained under Question 19.
PURCHASES
10. How many shares of Common Stock will be purchased for participants, and
what is the source of shares purchased under the Plan?
If you become a participant in the Plan, the number of shares purchased
for you will depend on the amount of your dividends, optional cash payments, or
both, and market prices of the Common Stock. The number of shares purchased for
your account, including fractions computed to three decimal places, will be
equal to the total amount to be invested by you, divided by the purchase price
per share. (See Question 12.)
Shares purchased under the Plan will be, at BancGroup's discretion,
either newly issued shares, shares of treasury stock held by BancGroup, shares
purchased for Plan participants in the open market, or a combination of the
foregoing. Newly issued shares and treasury shares will be purchased directly
from BancGroup. The decision to have shares purchased for Plan participants in
the open market will be made by BancGroup based upon general market conditions,
the relationship between purchase price and book value per share, regulatory
requirements, and other factors.
11. When will shares of Common Stock be purchased under the Plan?
When shares are purchased from BancGroup, purchases will be made on the
dividend payment date with dividends paid on that date, or with optional cash
payments received by the Agent no later than the dividend record date for that
dividend payment date.
When shares are purchased in the open market, the Agent will use
dividends paid on, and optional cash payments received no later than the
dividend record date for, the dividend payment date to purchase shares in the
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open market as soon as practical and within 30 days after the applicable
dividend payment date, unless a longer period is necessary or advisable because
of federal securities laws or market conditions. Such open market purchases may
be made on any securities exchange where the shares of the Common Stock are
traded, in the over-the-counter market, or in negotiated transactions, and may
be subject to such terms with respect to price, delivery, or other matters as
the Agent may agree. Neither BancGroup nor any Plan participant shall have
the authority to direct the time, price, or manner of such open market
purchases, or the selection of the broker or dealer through or from whom
purchases are to be made.
No dividends will be earned on shares purchased under the Plan until
the dividend payment date following the date of purchase of those shares.
PRICE
12. At what price will shares of Common Stock be purchased under the Plan?
Common Stock will be purchased from BancGroup with reinvested dividends
at a price equal to the average of the daily closing prices of the Common Stock
reported by the New York Stock Exchange ("NYSE"), for the five trading days
immediately preceding the dividend payment date. The price of Common Stock
purchased from BancGroup with optional cash payments will be the same average.
If there is no trading in the Common Stock on the NYSE (or if trading is halted
or suspended) for a substantial amount of time during any trading day during the
five day period, or if publication of the sales prices of the Common Stock on
any such trading day does not take place or contains a reporting error, the
purchase price of shares purchased from BancGroup shall be determined by
BancGroup on the basis of such market quotations as it shall deem appropriate.
No shares will be purchased from BancGroup under the Plan at less than par value
($2.50 per share).
The price to a Plan participant of shares purchased with reinvested
dividends in the open market under the Plan will be the weighted average price
of Common Stock purchased in the open market for all Plan participants in
respect of a particular dividend payment date. The price to Plan participants of
shares purchased with optional cash payments in the open market under the Plan
will be the same average.
OPTIONAL CASH PAYMENTS
13. Who is eligible to make optional cash payments?
Record owners of Common Stock who are participating in the dividend
reinvestment portion of the Plan and who have submitted a signed Authorization
Card are eligible to make optional cash payments. The Agent will apply any
optional cash payments received from a participant on or prior to a dividend
record date to the purchase of Common Stock for the account of the participant
on the applicable dividend payment date if such Common Stock is purchased from
BancGroup and as soon as practical (as explained under Question 11) after that
dividend payment date if such Common Stock is purchased in the open market.
OPTIONAL CASH PAYMENTS RECEIVED MORE THAN 30 DAYS PRIOR TO THE NEXT DIVIDEND
PAYMENT DATE MAY BE RETURNED TO THE PARTICIPANT.
An initial optional cash payment may be made by you when you join the
Plan by enclosing a check or money order with the Authorization card, if the
Authorization Card is received by the Agent before the next dividend record
date. Your check, payable to SunTrust Bank, Atlanta should be returned along
with the Authorization Card to SunTrust Bank, Atlanta at the address provided in
response to Question 4. Thereafter, optional cash payments may be made through
the use of cash payment forms sent to you with statements of your account.
BancGroup recommends that optional cash payments be sent so as to be
received shortly before a dividend record date but in any case not more than 30
days prior to a dividend payment date. No interest will be paid on these
payments. You may obtain the return of any optional cash payments by written
request received by the Agent at least 48 hours before the next dividend payment
date.
14. What are the limitations on making optional cash payments?
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Optional cash payments must be received by the Agent within 30 days
before the dividend record date. The same amount of money need not be sent each
time, and you are under no obligation to make an optional cash payment at any
time. Any optional cash payments you wish to make must not be less than $10.00
per payment nor may your payments aggregate more than $3,000 in any calendar
quarter.
REPORTS TO PARTICIPANTS
15. What reports will be sent to participants in the Plan?
As soon as practicable after each purchase, you will receive a
statement of your account showing amounts invested, purchase prices, shares
purchased, and other information for the year to date. This statement will
provide a record of the cost of purchases under the Plan and should be retained
for tax purposes. In addition, you will receive copies of the same
communications sent to every other holder of Common Stock, including BancGroup's
annual and quarterly reports to shareholders, proxy statements, and information
for income tax reporting purposes.
DIVIDENDS
16. Will participants be credited with dividends on shares held in their
accounts under the Plan?
Yes. The Agent will receive dividends (less the amount of any tax
withheld) for all Plan shares held on the dividend record date and credit them
to participants' accounts on the basis of full shares and fractions of a share
credited to those accounts on that record date. Such dividends received will be
automatically reinvested in additional shares of Common Stock as a dividend
reinvestment. (See Questions 12 and 19.)
CERTIFICATES
17. Will certificates be issued for shares of Common Stock purchased under
the Plan?
Certificates for shares of Common Stock purchased under the Plan will
not be issued to you unless you request them. All shares credited to your
account under the Plan will be issued to the Agent or its nominee, as your
agent. The number of shares credited to your account will be shown on your
statement of account. This convenience protects against loss, theft, or
destruction of stock certificates, permits ownership of fractional shares, and
reduces the costs to be borne by BancGroup.
A certificate for any number of whole shares credited to your account
under the Plan will be issued on your written request, and the shares
represented by that certificate will be withdrawn from your account. Your
written request should be mailed to the Agent. Any remaining full shares and
fractions of a share will continue to be credited to your account. If you have
authorized the reinvestment of dividends on all shares registered in your name,
dividends on shares represented by the certificate issued to you will continue
to be reinvested. Otherwise, dividend reinvestment will continue with respect to
the number of shares registered in your name specified for dividend reinvestment
on your Authorization Card.
Certificates for fractions of a share will not be issued under any
circumstances.
Shares credited to your account may not be pledged. If you wish to
pledge the whole shares credited to your account, you must request that
certificates for those shares be issued in your name.
Accounts under the Plan are maintained in the name in which your
certificates were registered at the time you entered the Plan. Consequently,
certificates for those shares will be similarly registered when issued to you.
You may at any time request the Agent to sell any or all of the shares
credited to your account under the Plan. The sale will be made for your account
after receipt by the Agent of your request. You will receive the proceeds of the
sale, less any related brokerage commission and transfer tax.
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TERMINATION OF PARTICIPATION
18. How does a participant terminate participation in the Plan?
You may at any time terminate your participation in the Plan by
notifying the Agent in writing.
If your notice of termination is received on or after the record date
for the next dividend, that dividend will be reinvested for your account, but
all subsequent dividends on those shares will be paid to you. If you elect to
terminate your participation in the Plan, any optional cash payments received by
the Agent before it receives your notice of termination will be invested for
your account unless you specifically request return of the payment by written
request received by the Agent at least 48 hours prior to the next dividend
payment date.
If you terminate your participation in the Plan or if BancGroup
terminates the Plan, certificates for whole shares credited to your account
under the Plan will be issued to you and a cash payment will be made for a
fraction of a share. The cash payment will be based on the closing price of
BancGroup's Common Stock reported on the NYSE on the day the notice of
termination is received by the Agent or the next day on which the NYSE is open
if it is closed when the notice is received. However, if upon termination you
prefer to receive cash for all your Plan shares, you may request the Agent to
sell your shares as explained under Question 17.
OTHER INFORMATION
19. What are the federal income tax consequences of participation in the
Plan?
Under Internal Revenue Service rulings in connection with similar
plans, dividends which you reinvest in additional shares of Common Stock under
the Plan will be treated for federal income tax purposes either (1) as having
been received by you in the form of cash dividends, if such shares are acquired
in the open market, or (2) as a taxable stock dividend if such shares are
acquired from BancGroup. You will not realize any taxable income upon purchase
of shares with optional cash payments.
The Internal Revenue Service has issued a ruling which holds that
brokerage commissions and service charges paid by a corporation in connection
with the open market purchase of shares pursuant to a dividend reinvestment plan
are includible in the gross income of participants in that plan. If shares are
purchased for your Plan account in the open market, you must include in your
gross income a dividend equal to that portion of any brokerage commissions and
service charges paid by BancGroup which are attributable to the purchase of such
shares.
You will not realize any taxable income when you receive certificates
for whole shares credited to your account, either upon your request for such
certificates or upon withdrawal from or termination of the Plan. However, you
will recognize tax gain or loss (which, for most participants, will be capital
gain or loss) when whole shares acquired under the Plan are sold or exchanged -
either by the Agent at your request or by you. (See Question 17.) You also will
recognize gain or loss when you receive a cash payment for a fractional share
credited to your account. The amount of such gain or loss will be the difference
between the amount which you receive for your shares or fractional share and the
tax basis thereof.
The tax basis of shares acquired from BancGroup under the Plan by
reinvestment of dividends will be equal to the purchase price of the shares
acquired. The tax basis of shares acquired by the Agent in the open market with
reinvested dividends will be the purchase price thereof paid by the Agent plus
an allocable share of any brokerage commissions paid by BancGroup. The tax basis
of shares purchased with an optional cash payment will be the amount of such
optional cash payment plus allocable brokerage commissions. The holding period
of shares of Common Stock acquired under the Plan, whether purchased with
dividends or optional cash payments, will begin on the day following the date as
of which the shares are purchased for you.
In the case of foreign participants who elect to have their dividends
reinvested and whose dividends are subject to United States income tax
withholding, an amount equal to the dividends payable to such participants, less
the amount of tax required to be withheld, will be applied to the purchase of
shares of Common Stock under
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the Plan.
Federal tax laws impose certain reporting obligations upon brokers and
other middlemen. As a result, the Agent will be required to report to the
Internal Revenue Service and you any sales of Common Stock by the Agent for your
Plan account. If your dividends become subject to the backup withholding tax of
the Interest and Dividends Tax Compliance Act of 1983, dividends reinvested for
you under the Plan will be reduced by the amount of tax required to be withheld.
The foregoing is only an outline of BancGroup's understanding of some
of the applicable tax provisions. For further information as to the tax
consequences of participation in the Plan, including any future changes in
applicable law or interpretations thereof, you should consult with your own tax
advisor.
20. What happens if a participant sells a portion of the shares of Common
Stock registered in the participants' name?
If you have authorized the reinvestment of dividends on all shares
registered in your name and then dispose of a portion of those shares, the
dividends on the remaining shares will continue to be reinvested.
If you have authorized the reinvestment of dividends on part of the
shares registered in your name and then dispose of a portion of those shares,
the dividends on the remainder of the shares up to the number of shares with
respect to which reinvestment of dividends was originally authorized will
continue to be reinvested.
21. What happens when a participant sells or transfers all of the shares
registered in his or her name?
Shares credited to your account under the Plan may not be sold,
pledged, or assigned without first requesting and receiving a certificate for
such shares. If you dispose of all shares registered in your name with respect
to which you participate in the Plan, your participation in the Plan will be
terminated and the Agent will deliver to you a certificate representing the
number of whole shares credited to you under the Plan and a check for the value
of any fractional share.
22. If BancGroup has a rights offering in the future, how will rights on
Plan shares be handled?
If a participant is entitled to participate in a rights offering, his
entitlement will be based upon the participant's total holdings including the
shares credited to him pursuant to the Plan. Rights certificates will, however,
be issued for the number of whole shares only.
23. What happens if BancGroup issues a stock dividend or declares a stock
split?
Any stock dividends or split shares distributed by BancGroup on shares
of Common Stock credited to your account under the Plan will be added to your
account. Stock dividends or split shares distributed on shares of Common Stock
registered in your name will be distributed to you in the same manner as they
are distributed to shareholders who are not participating in the Plan.
24. How will a participant's shares be voted at meetings of shareholders?
You will receive a proxy indicating the total number of your shares of
Common Stock, including shares of Common Stock registered in your name and
shares of Common Stock credited to your account under the Plan.
If your proxy is returned properly signed and marked for voting, all
the shares covered by the proxy those registered in your name and those shares
credited to your account under the Plan - will be voted as marked.
If your proxy is returned properly signed but without indicating
instruction as to the manner in which shares are to be voted with respect to any
item thereon, all of your shares - those registered in your name and
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those shares credited to your account under the Plan - will be voted in
accordance with the recommendations of the board of directors of BancGroup. If
the proxy is not returned, or if it is returned unexecuted or improperly
executed, your shares may be voted only if you vote in person.
25. What is the responsibility of BancGroup and the Agent under the Plan?
The Agent has had no responsibility with respect to the preparation and
contents of this Prospectus. Neither BancGroup nor the Agent, in administering
the Plan, will be liable for any act done in good faith, or for any good faith
omission to act, including, without limitation, any claims of liability arising
out of failure to terminate a participant's account upon the participant's death
prior to receipt of notice in writing of the death.
26. Who administers and interprets the Plan?
BancGroup reserves the right to interpret and administer the Plan as it
deems necessary or desirable.
27. May the Plan be changed or discontinued?
BancGroup reserves the right to suspend, modify, or terminate the Plan
at any time. Notice of any suspension, modification, or termination will be
mailed to all participants.
USE OF PROCEEDS
BancGroup does not know either the number of shares that will
ultimately be purchased from BancGroup under the Plan or the prices at which the
shares will be sold, and therefore cannot determine the amount of proceeds that
will be used. BancGroup intends to add the net proceeds of sales under the Plan
of newly issued shares of Common Stock and treasury shares to the general funds
of BancGroup to be available for general corporate purposes.
INDEMNIFICATION
Directors, officers, employees, and agents of BancGroup and its
subsidiaries are entitled to indemnification as expressly permitted by the
provisions of the General Corporation Law of the State of Delaware, BancGroup's
restated certificate of incorporation, the charters of BancGroup's subsidiaries,
and BancGroup's liability insurance. BancGroup has also entered into
indemnification agreements with its directors regarding indemnification against
certain liabilities. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers, or persons
controlling BancGroup pursuant to the foregoing provisions, BancGroup has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in that Act and is
therefore unenforceable.
EXPERTS
PricewaterhouseCoopers LLP serves as the independent accountants for
BancGroup. The consolidated financial statements of BancGroup and subsidiaries
appearing in BancGroup's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, are incorporated by reference herein in reliance upon the
report of such firm, given on the authority of that firm as experts in
accounting and auditing.
LEGAL OPINION
Certain issues regarding the shares of Common Stock of BancGroup
offered hereby have been passed upon by the law firm of Miller, Hamilton, Snider
& Odom, L.L.C., Post Office Box 46, Mobile, Alabama 36601, of which John C.H.
Miller, Jr., a director of BancGroup, is a partner. Such firm received fees of
$1,198,305 for legal services performed in 1998. Mr. Miller beneficially owns
76,704 shares of BancGroup Common Stock. He received employee-related
compensation of $41,000 in 1998.
11
<PAGE> 12
PART II
INFORMATION REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following expenses, other than the Securities and Exchange
Commission Registration Fee, are estimated:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee $ 4,946.12
NYSE Fee $ 1,500
"Blue Sky" Fees and Expenses $ -0-
Printing and Engraving Expenses $ 7,500
Legal Fees and Expenses $10,000
Accounting Fees and Expenses $ 2,500
Miscellaneous $ 1,000
Total $27,946.12
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to section 145 of the Delaware General Corporation Law, as
amended, and the Restated Certificate of Incorporation of the Registrant,
officers, directors, employees, and agents of the Registrant are entitled to
indemnification against liabilities incurred while acting in such capacities on
behalf of the Registrant, including reimbursement of certain expenses. In
addition, the Registrant maintains an officers and directors insurance policy
pursuant to which officers and directors of the Registrant are entitled to
indemnification against certain liabilities, including reimbursement of certain
expenses, and the Registrant has indemnity agreements with certain officers and
directors pursuant to which such persons may be indemnified by the Registrant
against certain liabilities, including expenses. The Registrant also has
indemnification agreements with its directors and certain officers pursuant to
which such persons may be indemnified by the Registrant against certain
liabilities including expenses. This indemnification is broader than the
indemnification provided under the Delaware General Corporation Law.
ITEM 16. EXHIBITS.
(a) The following is a list of exhibits that are included in Part
II of the Registration Statement. Such exhibits are separately
indexed elsewhere in the Registration Statement.
DESCRIPTION
<TABLE>
<CAPTION>
Exhibit 4 Instruments defining the rights of security holders:
<S> <C> <C>
4.1 Article 4 of the Restated Certificate of
Incorporation of the Registrant filed as Exhibit 4.1
to the Registrant's Current Report on Form 8-K, dated
February 21,, 1995, and incorporated herein by
reference.
</TABLE>
12
<PAGE> 13
<TABLE>
<S> <C> <C>
4.2 Amendment to Article 4 of Registrant's Restated
Certificate of Incorporation, dated May 15, 1998,
filed as Exhibit 4.2 to the Registrant's Registration
Statement on Form S-4 (File No. 333-56241), effective
June 22, 1998, and incorporated herein by reference.
4.3 Article II of the Bylaws of the Registrant filed as
Exhibit 4.2 to the Registrant's Current Report on
Form 8-K, dated February 21, 1995, and incorporated
herein by reference.
4.4 Dividend Reinvestment and Common Stock Purchase Plan
of the Registrant dated January 15, 1986, and
Amendment No. 1 thereto dated as of June 10, 1986,
filed as Exhibit 4(c) to the Registrant's
Registration Statement of Form S-4 (File No. 33-
07015), effective July 15, 1986, and incorporated
herein by reference.
Exhibit 5* Opinion of Miller, Hamilton, Snider & Odom, L.L.C. as to certain Delaware law issues
of the securities being registered.
Exhibit 23 Consents of experts and counsel:
23.1 Consent of PricewaterhouseCoopers LLP.
23.2* Consent of Miller, Hamilton, Snider & Odom, L.L.C.
Exhibit 24 Power of Attorney.
Exhibit 99 Authorization Card
</TABLE>
- -------------------
* Previously filed
ITEM 17. UNDERTAKINGS.
(a) Undertakings related to Rule 415 offering:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act
of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
13
<PAGE> 14
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) Undertaking related to filings incorporating subsequent
Securities Exchange Act of 1934 documents by reference:
The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Montgomery,
Alabama, on the 6th day of May, 1999.
THE COLONIAL BANCGROUP, INC.
BY: /s/ Robert E. Lowder
-----------------------------------------
Robert E. Lowder
Its Chairman of the Board
of Directors and
Chief Executive Officer
14
<PAGE> 15
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ Robert E. Lowder Chairman of the Board **
- --------------------------------------- and Chief Executive
Robert E. Lowder Officer
/s/ W. Flake Oakley, IV Chief Financial Officer, **
- --------------------------------------- Secretary and Treasurer
W. Flake Oakley, IV (Principal Financial Officer
and Principal Accounting Officer)
* Director **
- ---------------------------------------
Lewis Beville
* Director **
- ---------------------------------------
William Britton
* Director **
- ---------------------------------------
Jerry J. Chesser
* Director **
- ---------------------------------------
Augustus K. Clements, III
* Director **
- ---------------------------------------
Robert Craft
* Director **
- ---------------------------------------
Patrick F. Dye
Director
- ---------------------------------------
Clinton O. Holdbrooks
Director
- ---------------------------------------
Harold D. King
* Director **
- ---------------------------------------
John Ed Mathison
Director
- ---------------------------------------
Milton McGregor
Director
- ---------------------------------------
John C. H. Miller, Jr.
Director
- ---------------------------------------
Joe D. Mussafer
* Director **
- ---------------------------------------
William E. Powell, III
* Director **
- ---------------------------------------
Jack H. Rainer
* Director **
- ---------------------------------------
Jimmy Rane
* Director **
- ---------------------------------------
Frances E. Roper
</TABLE>
15
<PAGE> 16
<TABLE>
<S> <C> <C>
* Director **
- ---------------------------------------
Simuel Sippial
Director
- ---------------------------------------
Ed V. Welch
</TABLE>
* The undersigned, acting pursuant to a power of attorney, has signed this
Registration Statement on Form S-3 for and on behalf of the persons indicated
above as such persons true and lawful, attorney-in-fact and in their names,
places and stead, in the capacities indicated above and on the date indicated
below.
/s/ W. Flake Oakley, IV
- ---------------------------------------
W. Flake Oakley, IV
Attorney-in-Fact
**Date: May 6, 1999.
16
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
<S> <C> <C> <C>
Exhibit 4 Instruments defining the rights of security holders:
4.1 Article 4 of the Restated Certificate of
Incorporation of the Registrant filed as Exhibit 4.1
to the Registrant's Current Report on Form 8-K, dated
February 21, 1995, and incorporated herein by
reference.
4.2 Amendment to Article 4 of Registrant's Restated
Certificate of Incorporation, dated May 15, 1998,
filed as Exhibit 4.2 to the Registrant's Registration
Statement on Form S-4 (File No. 333-56241), effective
June 22, 1998, and incorporated herein by reference.
4.3 Article II of the Bylaws of the Registrant filed as
Exhibit 4.2 to the Registrant's Current Report on
Form 8-K, dated February 21, 1995, and incorporated
herein by reference.
4.4 Dividend Reinvestment and Common Stock Purchase Plan
of the Registrant dated January 15, 1986, and
Amendment No. 1 thereto dated as of June 10, 1986,
filed as Exhibit 4(c) to the Registrant's
Registration Statement of Form S-4 (File No.
33-07015), effective July 15, 1986, and incorporated
herein by reference.
Exhibit 5* Opinion of Miller, Hamilton, Snider & Odom, L.L.C. as to certain Delaware
law issues of the securities being registered.
Exhibit 23 Consents of experts and counsel:
23.1 Consent of PriceWaterhouseCoopers LLP
23.2* Consent of Miller, Hamilton, Snider & Odom, L.L.C.
Exhibit 24 Power of Attorney.
Exhibit 99 Authorization Card
</TABLE>
- --------------------
* Previously filed.
17
<PAGE> 1
EXHIBIT 4
4.1 The Restated Certificate of Incorporation of the Registrant filed as
Exhibit 4.1 to the Registrant's Current Report on Form 8-K, dated
February 21, 1995, and incorporated herein by reference.
4.2 Amendment to Article 4 of Registrant's Restated Certificate of
Incorporation, dated May 15, 1998, filed as Exhibit 4.2 to the
Registrant's Registration Statement on Form S-4 (File No. 333-56241),
effective June 22, 1998, and incorporated herein by reference.
4.3 Article II of the Bylaws of the Registrant filed as Exhibit 4.2 to the
Registrant's Current Report on Form 8-K, dated February 21, 1995, and
incorporated herein by reference.
4.4 Dividend Reinvestment and Common Stock Purchase Plan of the Registrant
dated January 15, 1986, and Amendment No. 1 thereto dated as of June
10, 1986, filed as Exhibit 4(c) to the Registrant's Registration
Statement of Form S-4 (File No. 33-07015), effective July 15, 1986, and
incorporated herein by reference.
18
<PAGE> 1
EXHIBIT 23.1
Consent of PricewaterhouseCoopers LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of our report dated February 26, 1999, on our audits of the
consolidated financial statements of The Colonial BancGroup, Inc. as of December
31, 1998 and 1997 and for each of the three years ended December 31, 1998. We
also consent to the reference to our firm under the caption "Experts."
/s/ PricewaterhouseCoopers LLP
Montgomery, Alabama
May 6, 1999
19
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert E. Lowder, P. L. McLeod, Jr., and
W. Flake Oakley, IV, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, to sign any reports or
other filings which may be required to be filed with the Securities and Exchange
Commission on behalf of The Colonial BancGroup, Inc. (the "Registrant"), in
relation to the amendment of the Registration Statement on Form S-3 registering
common stock for issuance under The Colonial BancGroup, Inc. Dividend
Reinvestment and Common Stock Purchase Plan (the "Plan"); to sign any
registration statement of the Registrant on such Form S-3 or other appropriate
form and any amendments thereto for the purpose of registering under the
Securities Act of 1933, as amended, shares to be issued in connection with the
Plan; to file such other reports or other filings, such registration statements
and amendments thereto, with all exhibits thereto, and any documents in
connection therewith with the Securities and Exchange Commission; and to file
such notices, reports or registration statements (and amendments thereto) with
any such securities authority of any state which may be necessary to register or
qualify for an exemption from registration any securities issued by BancGroup in
such states in relation to the Plan, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite to be done in connection with the administration of the Plan as fully
and to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Done this 21st day of October, 1998, in Montgomery, Alabama.
[The rest of this page intentionally left blank]
<PAGE> 2
/s/ ROBERT E. LOWDER
- ------------------------------ Chairman of the Board
Robert E. Lowder and Chief Executive
Officer
/s/ LEWIS BEVILLE
- ------------------------------ Director
Lewis Beville
/s/ WILLIAM BRITTON
- ------------------------------ Director
William Britton
/s/ JERRY J. CHESSER
- ------------------------------ Director
Jerry J. Chesser
/s/ AUGUSTUS K. CLEMENTS, III
- ------------------------------ Director
Augustus K. Clements, III
/s/ ROBERT CRAFT
- ------------------------------ Director
Robert Craft
/s/ PATRICK F. DYE
- ------------------------------ Director
Patrick F. Dye
/s/ JAMES L. HEWITT
- ------------------------------ Director
James L. Hewitt
- ------------------------------ Director
Clinton Holdbrooks
/s/ D. B. JONES
- ------------------------------ Director
D. B. Jones
- ------------------------------ Director
Harold D. King
<PAGE> 3
/s/ JOHN ED MATHISON
- ------------------------------ Director
John Ed Mathison
- ------------------------------ Director
Milton McGregor
- ------------------------------ Director
John C. H. Miller, Jr.
- ------------------------------ Director
Joe D. Mussafer
/s/ WILLIAM E. POWELL, III
- ------------------------------ Director
William E. Powell, III
/s/ JACK H. RAINER
- ------------------------------ Director
Jack H. Rainer
/s/ JIMMY RANE
- ------------------------------ Director
Jimmy Rane
/s/ FRANCES E. ROPER
- ------------------------------ Director
Frances E. Roper
/s/ SIMUEL SIPPIAL
- ------------------------------ Director
Simuel Sippial
- ------------------------------ Director
Ed V. Welch
<PAGE> 1
EXHIBIT 99
Authorization Card
THE COLONIAL BANCGROUP, INC.
DIVIDEND REINVESTMENT PLAN AUTHORIZATION CARD
THIS IS NOT A PROXY
Please enroll me in the Dividend Reinvestment Plan of The Colonial BancGroup,
Inc., as indicated on this Authorization Card.
(Do not return this form unless you wish to participate in the Plan. See the
reverse side hereof.)
Please sign exactly as name appears above. If shares are held jointly, each
stockholder must sign. Executors, Administrators, Trustees, Guardians and others
signing in a representative capacity must give full titles.
Check One Box Only - Please see the Prospectus for a more complete explanation
of Plan options.
_____ A. Full Dividend Reinvestment - I wish to reinvest all
dividends on all shares of Common Stock now or hereafter
registered in my name in additional shares of such stock.
____ B. Partial Dividend Reinvestment - I wish to reinvest
dividends on _______ shares of Common Stock and receive cash
dividends on all other shares registered in my name.
- ----------------------------------------
Signature
- ----------------------------------------
Signature
- ----------------------------------------
Tax I.S. (S.S. #) Date
AUTHORIZATION FOR AUTOMATIC REINVESTMENT OF DIVIDENDS
I (we) hereby elect to participate in the automatic Dividend
Reinvestment and Common Stock Purchase Plan ("Plan") in accordance with the
provisions of the Plan set forth in the related Prospectus. I (we) hereby
authorize The Colonial BancGroup, Inc. ("BancGroup") to pay to SunTrust Bank,
Atlanta ("Bank") the cash dividends hereafter payable to me (us) on the shares
of Common Stock of BancGroup registered in my (our) name or acquired under the
Plan as specified on the reverse side hereof. Such cash dividends, and voluntary
cash investments (if any), are to be applied by the Bank as my (our) agent, to
the purchase of additional shares of Common Stock of BancGroup in accordance
with the Plan.
This authorization is given with the understanding that the purchase
will be made in accordance with the terms and conditions of the Plan, as
described in the Prospectus, and that my (our) participation in the Plan may be
terminated at any time by my (our) written notification to the Bank.
20
