<PAGE> 1
As filed with the Securities and Exchange Commission on February 5, 1999
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
----------------------
Form S-8
Registration Statement
Under
The Securities Act of 1933
----------------------
The Colonial BancGroup, Inc.
(Exact name of registrant as specified in its charter)
Delaware 63-0661573
(State of Incorporation) (I.R.S. Employer Identification No.)
One Commerce Street, Suite 800
Montgomery, Alabama 36104 (334) 240-5000
(Address of principal executive offices) (Telephone No.)
1992 Incentive Stock Option Plan, as amended and
1992 Nonqualified Stock Option Plan, as amended
(Full title of plans)
Copies to:
William A. McCrary Willard H. Henson
Vice President and Miller, Hamilton, Snider & Odom, L.L.C.
Legal Counsel One Commerce Street, Suite 305
Post Office Box 1108 Montgomery, Alabama 36104
Montgomery, Alabama 36101
(Name and address of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Title of Securities to be Amount to be Registered Prop. Max. Offering Price Prop. Max. Aggregate Amount of Fee
Registered Per Unit Offering Price
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,000,000 $11.6875 (1) $23,375,000 (1) $6,498.25
par value $2.50 per
share
=========================================================================================================================
</TABLE>
(1) PURSUANT TO RULE 457 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
PROPOSED MAXIMUM OFFERING PRICE PER SHARE AND THE PROPOSED MAXIMUM AGGREGATE
OFFERING PRICE ARE ESTIMATED SOLELY FOR PURPOSES OF CALCULATING THE REGISTRATION
FEE AND ARE BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICES OF THE COMMON
STOCK OF THE REGISTRANT ON THE NEW YORK STOCK EXCHANGE ON FEBRUARY 2, 1999.
1
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement relates to the amendment of The Colonial
BancGroup, Inc. 1992 Incentive Stock Option Plan and 1992 Nonqualified Stock
Option Plan to increase the number of shares of common stock authorized to be
issued thereunder from 5,400,000 (after giving effect to stock splits issued in
the form of 100% stock dividends on February 14, 1997 and August 14, 1998) to
7,400,000. The contents of the Registrant's Registration Statement of Form S-8,
Registration No. 33-47770, filed with the Securities and Exchange Commission on
May 8, 1992 (the "Prior Registration Statement") are hereby incorporated by
reference. The Items below contain information required in this Registration
Statement that was not included in the Prior Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
registration statement. All documents subsequently filed by the registrant
pursuant to sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in a document, all or a
portion of which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
(a) The registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act that contains audited financial
statements for the registrant's latest fiscal year for which such
statements have been filed, i.e., the Annual Report on Form 10-K for
the fiscal year ending December 31, 1997.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
registrant's documents referred to in (a) above, i.e., the Current
Reports on Form 8-K dated March 16, 1998, April 15, 1998, June 2, 1998,
July 17, 1998, November 12, 1998, December 3, 1998, December 21, 1998,
and January 21, 1999.
(c) The description of the Class A Common Stock contained in the
registrant's Form 8-A dated April 20, 1994.
2
<PAGE> 3
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
5.1 Opinion of Miller, Hamilton, Snider &
Odom, L.L.C. as to certain issues
regarding the securities being
registered.
10.1 1992 Incentive Stock Option Plan, as amended
10.2 1992 Nonqualified Stock Option Plan, as amended
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Miller, Hamilton, Snider &
Odom, L.L.C.
24 Power of attorney.
</TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Montgomery, Alabama, on the 3rd day of February, 1999.
THE COLONIAL BANCGROUP, INC.
BY: /s/ Robert E. Lowder
--------------------------------------
Its Chairman of the Board of Directors
and Chief Executive Officer
3
<PAGE> 4
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.
SIGNATURES TITLE DATE
/s/ Robert E. Lowder Chairman of the Board **
- -------------------------- of Directors, and Chief
Robert E. Lowder Executive Officer
/s/ W. Flake Oakley, IV Chief Financial Officer, **
- -------------------------- Treasurer and Secretary
W. Flake Oakley, IV
* Director **
- --------------------------
Lewis Beville
* Director **
- --------------------------
William Britton
* Director **
- --------------------------
Jerry J. Chesser
* Director **
- --------------------------
Augustus K. Clements, III
* Director **
- --------------------------
Robert Craft
* Director **
- --------------------------
Patrick F. Dye
* Director **
- --------------------------
James L. Hewitt
4
<PAGE> 5
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
* Director **
- --------------------------
Simuel Sippial
Director
- --------------------------
Ed V. Welch
* The undersigned, acting pursuant to a power of attorney, has signed this
registration statement on form S-8 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: February 3, 1999
5
<PAGE> 6
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE COLONIAL BANCGROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
6
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
Exhibit No. Description
<S> <C>
5.1 Opinion of Miller, Hamilton, Snider &
Odom, L.L.C. as to certain issues
regarding the securities being
registered.
10.1 1992 Incentive Stock Option Plan, as amended
10.2 1992 Nonqualified Stock Option Plan, as amended
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Miller, Hamilton, Snider &
Odom, L.L.C.
24 Power of attorney.
</TABLE>
7
<PAGE> 1
EXHIBIT 5.1
OPINION OF MILLER, HAMILTON, SNIDER & ODOM, L.L.C.
AS TO LEGALITY OF SECURITIES BEING REGISTERED
8
<PAGE> 2
February 2, 1999
Montgomery Office
The Colonial BancGroup, Inc.
One Commerce Street, Suite 800
Montgomery, Alabama 36104
Re: Registration Statement on Form S-8 relating to the 1992 Incentive
Stock Option Plan, as amended and the 1992 Nonqualified Stock Option
Plan, as amended
Gentlemen:
We are familiar with the proceedings taken and proposed to be taken by The
Colonial BancGroup, Inc., a Delaware corporation (the "Company"), in connection
with the proposed issuance by the Company of 2,000,000 additional shares of its
Common Stock, par value $2.50 per share, from authorized but unissued shares
pursuant to the Company's 1992 Incentive Stock Option Plan, as amended and the
1992 Nonqualified Stock Option Plan, as amended (the "Plans"). We have also
acted as counsel for the Company in connection with the preparation and filing
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of the registration statement on Form S-8 referred to in the caption
above. In this connection we have reviewed such documents and matters of law as
we have deemed relevant and necessary as a basis for the opinions expressed
herein.
Upon the basis of the foregoing, we are of the opinion that:
(i) The Company is a corporation duly organized and existing under the laws
of the State of Delaware;
(ii) The shares of Common Stock of the Company referred to above, to the
extent actually issued pursuant to the Plans from the Company's authorized but
unissued shares of Common Stock, will be duly and validly authorized and issued
and will be fully paid and nonassessable shares of Common Stock of the Company;
and
(iii) Under the laws of the State of Delaware, no personal liability
attaches to the ownership of the shares of Common Stock of the Company.
9
<PAGE> 3
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced registration statement. In consenting to the inclusion of our
opinion in the registration statement we do not thereby admit that we are a
person whose consent is required pursuant to Section 7 of the Securities Act of
1933, as amended.
Sincerely,
/s/ Miller, Hamilton, Snider & Odom, L.L.C.
MILLER, HAMILTON, SNIDER & ODOM, L.L.C.
10
<PAGE> 1
EXHIBIT 10.1
1992 INCENTIVE STOCK OPTION PLAN, AS AMENDED
11
<PAGE> 2
1992 INCENTIVE STOCK OPTION PLAN OF THE COLONIAL BANCGROUP, INC.
AS AMENDED ON JULY 15, 1998
1. Purpose. The purpose of this Incentive Stock Option Plan (hereinafter
called the "Plan") is to promote the interests of THE COLONIAL BANCGROUP, INC.
(hereinafter called the "Company"), by affording an incentive to certain
officers and key management employees to remain in the employ of the Company, to
use their best efforts in its behalf, and further to aid the Company in
attracting, maintaining, and developing capable management personnel of a
caliber required to insure the Company's continued success, by means of any
offer to such persons of an opportunity to acquire or increase they proprietary
interest in the Company through the granting of options to purchase the
Company's stock pursuant to the terms of the Plan.
2. Shares Subject to Plan.
(a) The shares to be delivered upon exercise of options granted
under the Plan (hereinafter called "Options" or "Option") shall be available, at
the discretion of the Board of Directors, from the authorized and unissued
shares of the Company's $2.50 par value Common Stock, or from the shares
acquired by the Company, including shares purchased in the open market.
(b) Subject to adjustments made pursuant to the provisions of
Section 11 hereof, the aggregate number of shares which may be issued upon
exercise of all Options shall not exceed 2,100,000 shares of the Common Stock of
the Company.
(c) In the event that any Option shall expire or terminate for any
reason whatsoever without having been exercised in full, the unpurchased shares
covered thereby shall (unless the Plan shall have been terminated) be added to
the shares otherwise available for Options which may be granted in accordance
with the terms of the Plan; or shall be available for any lawful corporate
purpose.
(d) More than one option may be granted to any employee pursuant
to the Plan. To the extent required for incentive stock option treatment under
Section 422(d) of the Internal Revenue Code of 1986, as amended (the "Code"),
the aggregate fair market value (determined as of the time an option is granted)
of stock with respect to which incentive stock options are exercisable for the
first time by the optionee during any calendar year under the Plan or any other
plan of the Company shall not exceed $100,000; provided, however, that the
Committee (as defined in Section 4) may provide, at or after the grant of any
Option, that to the extent that the exercisability of the Option in accordance
with its terms (without regard to any limitation reflecting this Section 2(d))
would exceed the limitations of Section 422(d), then such Option may be
exercised as a non-qualified stock option and not an incentive stock options.
3. Option Agreements.
(a) Each Option shall be evidenced by an option agreement, which
shall be signed by an officer of the Company and by the employee and which shall
contain such provisions as may be approved by the Committee (as defined in
Section 4).
(b) The option agreements shall constitute binding contracts
between the Company and the employee, and every employee, upon acceptance of
such agreement, shall be bound by the terms and restrictions of the Plan and of
the option agreement.
(c) The terms of the option agreement shall be in accordance with
the Plan, but may include additional provisions and restrictions, provided that
the same are not inconsistent with the terms and provisions of the Plan.
(d) Each Option shall be effective upon the decision of the
Committee to grant the Option, which shall be deemed the date of grant of the
Option; provided, however, that the Committee may specify that an Option shall
be issued and its effective date determined at some later date, which shall be
the date of grant of the Option.
(e) No Option shall be granted after ten (10) years from the date
the Plan is adopted by the
12
<PAGE> 3
Company's Board of Directors, or the date the Plan is approved by the Company's
shareholders, whichever is earlier.
4. Administration. A subcommittee of the Personnel and Compensation
Committee of the Company or such other committee as the Board of Directors may
designate (hereinafter called the "Committee") which shall consist solely of
"disinterested persons" (which term shall have the same meaning as used in SEC
Rule 16b-3(c)(2)(i)), shall administer the Plan, which Committee shall consist
of not less than three nor more than five members of the Board, to serve at the
pleasure of the Board. If it is proposed that any member of the Committee shall
be granted Options, such member shall not be present during the discussion at
any meeting of the Committee at which the granting of an Option to such member
is considered. Vacancies on the Committee shall be filled by members appointed
by the Board of Directors.
A majority of the committee shall constitute a quorum, and acts of a
majority of the disinterested members present at any meeting at which a quorum
is present, or acts approved in writing by a majority of the disinterested
members of the Committee, shall be deemed the acts of the Committee.
The Committee shall select one of its members as its Chairman. The
Committee shall appoint a secretary who need not be a member of the Committee
and who shall maintain a record of its actions, decisions, and proceedings.
The Committee shall have full power and authority to construe, interpret,
and administer the Plan and may, from time to time, adopt such rules and
regulations for carrying out the Plan as it may deem proper and in the best
interest of the Company. Subject to the terms, provisions, and conditions of the
Plan, the Committee, in the light and on the consideration of recommendations of
the Company's Directors, President, and other officers, if the Committee shall
deem the same appropriate, shall (i) select the key employees to whom Options
will be granted; (ii) determine the number of shares subject to each Option;
(iii) determine the time or times when Options will be granted; (iv) determine
the price of the shares subject to each Option; (v) determine the time when each
Option may be exercised; (vi) fix such other provisions of the option agreement
as the Committee may deem necessary or desirable consistent with the terms of
the Plan; and (vii) determine all other questions relating to the administration
of the Plan. The interpretation of any provisions of the Plan by the Committee
shall be final, conclusive, and binding upon all persons, and the Board of the
Directors shall place into effect the determinations of the Committee.
5. Eligibility. Key employees of the Company and any of its subsidiaries,
including officers and directors who are salaried employees, shall be eligible
to receive Options; provided, however, that no person shall be eligible to
receive Options who immediately after such Option is granted hereunder owns
(within the meaning of Section 422(b)(6) of the Code) capital stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company or any of its subsidiaries, ad defined in Section 424(f) of the Code,
unless the Options are priced in an amount which equals at least 100% of the
fair market value of the stock (determined at the time of the grant) and the
Options are required to be exercised within five (5) years from the date of the
grant. The fact that an employee has been granted an Option shall not in anyway
affect or qualify the right of the employer to terminate his employment at any
time. Nothing contained in the Plan shall be construed to limit the right of the
Company to grant options otherwise than under the Plan for any proper and lawful
corporate purpose, including but not limited to, options granted to key
employees. Key employees will be those selected by the Committee from time to
time who, in the sole discretion of the Committee, have contributed in the past
or who may be expected to contribute materially in the future to the successful
performance of the Company or any of its subsidiaries.
6. Option Price. Except as provided in Section 5 hereof relating to an
employee who owns capital stock possessing more than 10% of the total combined
voting power of all classes of stock, the price at which shares of stock may be
purchased under an Option shall be determined by the Committee but shall not be
less than 100% of the fair market value (within the meaning of Section 422(c)(7)
of the Code) of such shares on the date that the Option is granted, such fair
market value to be determined by, and in accordance with procedures to be
established by the Committee. The option price will be subject to adjustments in
accordance with the provisions of Section 11 hereof.
7. Exercise of Options.
(a) Subject to the provisions of the Plan with respect to
termination of employment under Section 9 hereof, the period during which each
Option may be exercised shall be fixed by the Committee at the time such Option
is granted, but such period shall expire not later than ten years from the date
the Option is granted. Subject
13
<PAGE> 4
to the terms and conditions of the option agreement, an Option may be exercised,
at any time or from time to time, as to any part of or all of the shares which
shall be covered thereby; provided, however, that an Option may not be exercised
as to less than 100 shares at any one time (or the remaining shares then
purchasable under the Option, if less than 100 shares).
(b) No shares shall be delivered pursuant to any exercise of an
Option until the requirements of such laws and regulations as may be deemed by
the Committee to be applicable to them are satisfied and until payment in full
in cash of the option price for then is received by the Company. No employee to
whom an Option shall have been granted or the legal representative, legatee, or
distributee of such an employee, shall be deemed to be a holder of any shares
subject to any Option unless and until the certificate or certificates for them
have been issued.
(c) Except as provided in Section 9 and 10 hereof, at all times
during the period beginning on the date of the granting of the Option and ending
on the date of the exercise of the option, the individual must have been an
employee of the Company or any of its subsidiaries or a corporation or a parent
or subsidiary of such corporation issuing or assuming a stock option in a
transaction to which Section 424(a) of the Code applies.
8. Transferability of Options.An Option granted under the Plan may not be
transferred except by will or the laws of descent and distribution and, during
the lifetime of the employee to whom granted, may be exercised only by such
employee.
9. Termination of Employment. In the event that the employment of an
employee to whom an Option shall have been granted shall be terminated for any
reason other than death, such Option may be exercised at any time prior to the
expiration date of the Option or within three (3) months after the date of such
termination (twelve (12) months in the case of an employee who is disabled
within the meaning of Section 22(e)(3) of the Code), whichever is earlier, but
only to the extent such employee had the right to exercise such Option at the
date of such termination; provided, however, that if the employment is
terminated as a result or deliberate, willful, or gross misconduct as determined
by the Board of Directors or the Committee, all rights under the Option shall
terminate and expire upon such termination.
10. Death of Employee. If an employee to whom an Option shall have been
granted shall die while he is employed by the Company or any of its
subsidiaries, or within three (3) months after the termination of his
employment, such Option may be exercised (to the extent that the employee shall
have been entitled to do so at the date of his death) by the person or persons
to which such deceased employee's rights passed by will or by the laws of
descent and distribution at any time prior to the expiration date of the Option
or within one (1) year after the date of the appointment of a personal
representative for such deceased employee's estate, whichever is earlier.
11. Adjustments Upon Changes in Capitalization. In the event of a capital
adjustment resulting from a stock dividend, stock split, reorganization, merger,
consolidation, or a combination or exchange of shares, the number of shares of
stock subject to the Plan and the number of shares under Option shall be
adjusted consistent with such capital adjustment. The price of any share under
Option shall be adjusted so that there will be no change in the aggregate
purchase price payable upon exercise of any such Option. The granting of an
Option pursuant to the Plan shall not affect in any way the right or power of
the Company to make adjustments, reorganizations, reclassifications, or changes
of its capital or business structure or to merge, consolidate, dissolve,
liquidate, or sell or transfer all or any part of its business or assets.
12. Termination and Amendment of Plan. The Plan may at any time or from
time to time be terminated, modified, or amended by the shareholders of the
Company, by the affirmative vote of a majority of the common shares, in addition
to the affirmative vote of a majority in interest of all the shares of the
Company. The Board of Directors may at any time and from time to time modify or
amend the Plan in such respects as it shall deem advisable in order that the
Options shall be "Incentive Stock Options" as defined in Section 422 of the Code
or to conform to any change in the law, or in any other respect which shall not
change (a) the maximum number of shares for which Options may be granted under
the Plan; or (b) the minimum purchase price for the shares subject to Options,
except as provided in Section 11; or (c) the periods during which Options may be
granted or exercised; or (d) the provisions relating to the determination of
employees to whom Options shall be granted; or (e) the provisions relating to
the annual dollar limitation upon Options granted to any employee; or (f) the
provisions relating to the transferability of the Options; or (g) the provisions
relating to the employment status of an employee to whom an Option shall have
been granted. The termination or any modification or amendment of the Plan shall
not, without
14
<PAGE> 5
the consent of an employee, affect such employee's rights under an Option
theretofore granted to such employee.
13. Effective Date, Term, and Approval. The Plan was adopted by the Board
of Directors on January 15, 1992, and approved by the Shareholders on April 15,
1992, amended on January 21, 1998 (such amendment was approved by the
shareholders on April 15, 1998), and later amended on July 15, 1998. The
effective date of the Plan is April 15, 1992. The Plan will terminate on January
15, 2002, and no Options may be granted under the Plan after that date, unless
an earlier termination date, after which no Options may be granted under the
Plan, is fixed by action of the Board of Directors of the Company, but any
Option granted prior thereto may be exercised in accordance with its terms. The
Plan and all Options granted pursuant to it are subject to all laws, approvals,
requirements, and regulations of any governmental authority which may be
applicable thereto and notwithstanding any provisions of the Plan or option
agreement, the holder of an Option shall not be entitled to exercise his Option
nor shall the Company be obligated to issue any shares to the holder if such
exercise or issuance shall constitute a violation by the holder or the Company
of any provisions of any such approval requirement, law, or regulation.
14. Proceeds from Sale of Stock. Proceeds from the purchase of shares
pursuant to the Plan shall be for the general business purpose of the Company.
15. Change in Control.
(a) If, at any time after a Change in Control of the Company (i)
an employee is involuntarily terminated other than for deliberate, willful, or
gross misconduct, or (ii) the employee terminates his or her employment
subsequent to a reduction in the employee's salary, or a transfer by the Company
of the employee to a location more than fifty (50) miles from the prior location
of employment, then notwithstanding any Option Agreement vesting schedule, such
employee's Options shall become immediately vested, and notwithstanding Section
2(d) hereof (regarding the $100,000 per year first exercisable rule) such
Options may be immediately exercisable in full upon his or her termination. To
the extent the provisions of this paragraph shall cause any Option to fail to
qualify as incentive stock options under the Code, such Options shall be
exercisable as non-qualified stock options.
(b) A "Change in Control" of the Company shall mean (i) the
occurrence of a transaction with respect to which either a notice or application
must be filed with the Federal Reserve Board under the provisions of 12 C.F.R.
ss.225.41, Code of Federal Regulations, or any successor thereto (concerning the
acquisition of control of a bank or bank holding company), or approval must be
obtained under 12 C.F.R. ss.225.11, Code of Federal Regulations, or any
successor thereto (concerning acquisition by a bank holding company of a bank or
bank holding company), and as a result of which, more than 50% of the
outstanding shares of the Company, or any successor thereof, are owned or
controlled by any person or entity, or group acting in concert, which, prior to
such transaction, owned or controlled less than 50% of the shares of the
Company; (ii) individuals who were directors of the Company immediately prior to
a Control Transaction (as defined below) shall cease within one year of such
Control Transaction to constitute a majority of the Board of Directors of the
Company; or (iii) the Company is merged or consolidated with another corporation
and the Company is not the surviving corporation or survives as a subsidiary of
another corporation, or the Company sells or otherwise disposes of substantially
all its assets. "Control Transaction" shall be (i) any tender offer for or
acquisition of shares of the Company; (ii) any merger, consolidation, or sale of
substantially all the assets of the Company; (iii) any contested election of
directors of the Company; or (iv) any combination of the foregoing which results
in a change in voting power sufficient to elect a majority of the Board of
Directors of the Company.
This 1992 Incentive Stock Option Plan of The Colonial BancGroup, Inc., as
amended, has been executed by the undersigned duly authorized officer of The
Colonial BancGroup, Inc. on this 15th day of July, 1998.
/s/ Robert E. Lowder
-----------------------------------
Robert E. Lowder, Chairman and CEO
15
<PAGE> 1
EXHIBIT 10.2
1992 NONQUALIFIED STOCK OPTION PLAN, AS AMENDED
16
<PAGE> 2
1992 NONQUALIFIED STOCK OPTION PLAN OF
THE COLONIAL BANCGROUP, INC.
AS AMENDED ON JULY 15, 1998
1. PURPOSE.
The purpose of this Nonqualified Stock Option Plan (hereinafter called the
"Plan") is intended to advance the interests of THE COLONIAL BANCGROUP, INC.
(hereinafter called the "Company"), its shareholders, and its subsidiaries by
encouraging and enabling selected officers, directors, and other key employees,
upon whose judgment, initiative, and effort the Company is largely dependent for
the successful conduct of its business, to acquire and retain a proprietary
interest in the Company by ownership of its stock.
2. DEFINITIONS.
(a) "Board" means the Board of Directors of the Company.
(b) "Committee" means the body administering the Plan in accordance with
the provisions of paragraph 3.
(c) "Common Stock" means the Company's $2.50 par value Common Stock.
(d) "Date of Grant" means the date of the decision of the Committee to
grant the Option, provided, however, that the Committee may specify that an
Option shall be issued and its effective date determined at some later date,
which shall be the Date of Grant of the Option.
(e) "Option" means an option granted under the Plan.
(f) "Optionee" means a person to whom an Option, which has not expired, has
been granted under the plan.
(g) "Subsidiary" or "Subsidiaries" means a subsidiary of the Company as
defined in Section 424(f) of the Internal Revenue Code of 1986, as amended (the
"Code").
(h) "Successor" means the legal representative of the estate of a deceased
Optionee or the person or persons who will acquire the right to exercise an
Option by bequest or inheritance by reason of the death of any Optionee.
3. ADMINISTRATION OF PLAN.
The Plan shall be administered by the same committee as the committee
administering the 1992 Incentive Stock Option Plan of the Company as defined in
Section 4 of said Plan (the "Committee") and in accordance with the same terms
and conditions applicable to said committee as set forth in said Section 4.
4. COMMON STOCK SUBJECT TO OPTIONS.
Subject to adjustments under the provisions of paragraph 7 hereof, the
aggregate number of shares of the Company's Common Stock which may be issued
upon the exercise of Options granted under the Plan shall not exceed 1,600,000
shares of Common Stock. The shares of Common Stock to be issued upon the
exercise of Options may be authorized but unissued shares, shares issued and
reacquired by the Company, or shares bought on the market for the purpose of the
Plan. In the event any Option shall, for any reason, terminate or expire or be
surrendered without having been exercised in full, the shares subject to such
Option but not purchased thereunder shall again be available for Options to be
granted under the Plan.
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<PAGE> 3
5. PARTICIPANTS.
Options may be granted under the Plan to any person who is or who agrees to
become an officer, director, or employee (including officers and employees who
are also directors) of the Company or any of its Subsidiaries.
6. TERMS AND CONDITIONS OF OPTIONS.
Any Option granted under the Plan shall be evidenced by an agreement
executed by the Company and the applicable officer, director, or employee, and
shall contain such terms and be in such form as the Committee may from time to
time approve, subject to the following limitations and conditions:
(a) OPTION PRICE.
The Option price per share with respect to each Option shall be
determined by the Committee but shall in no instance be less than 85% of the
fair market value of a share of the Common Stock on the Date of Grant. For
purposes hereof, fair market value shall be as determined by the Committee and
such determination shall be binding upon the Company and upon the Optionee. The
Committee may make such determination (1) in case the Common Stock shall not
then be listed and traded upon a recognized securities exchange, upon the basis
of the mean between the bid and ask quotations for such stock on the Date of
Grant (as reported by a recognized stock quotation service) or, in the event
that there shall be no bid or ask quotations on the Date of Grant, then upon the
basis of the mean between the bid and ask quotations on the date nearest
preceding the Date of Grant; (2) in case the Common Stock shall then be listed
and traded upon a recognized securities exchange, upon the basis of the mean
between the highest and lowest selling prices at which shares of the Common
Stock were traded on such recognized securities exchange on the Date of Grant
or, if the Common Stock was not traded on said date, upon the basis of the mean
of such prices on the date nearest preceding the Date of Grant; or (3) in case
the Common Stock shall then be listed and traded in the NASDAQ National Market
System, upon the basis of the mean between the highest and lowest selling prices
at which such shares of the Common Stock were traded on the Date of Grant, or if
the Common Stock was not traded on said date, upon the basis of the mean of such
prices on the date nearest preceding the Date of Grant and upon any other
factors which the Committee shall deem appropriate.
(b) PERIOD OF OPTION.
The expiration date of each Option shall be fixed by the Committee,
but, notwithstanding any provisions of the Plan to the contrary, such expiration
date shall not be more than ten (10 years from the Date of Grant.
(c) VESTING OF SHAREHOLDER RIGHTS.
Neither an Optionee nor a Successor shall have any of the rights of a
shareholder of the Company until the certificates evidencing the shares
purchased are properly delivered to such Optionee or his Successor.
(d) EXERCISE OF OPTION.
Each Option shall be exercisable from time to time over a period
commencing on the Date of Grant and ending upon the expiration or termination of
the Option; provided, however, that the Committee may, by the provisions of any
Option agreement, limit the number of shares purchasable thereunder in any
period or periods of time during which the Option is exercisable. No Option
shall be exercisable in whole or in part prior to the date of shareholder
approval of the Plan.
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<PAGE> 4
(e) NON-TRANSFERABILITY OF OPTION.
No Option shall be transferable or assignable by the Optionee,
otherwise than by will or the laws of descent and distribution, and each Option
shall be exercisable, during the Optionee's lifetime, only by him. No Option
shall be pledged or hypothecated in any way and no Option shall be subject to
execution, attachment, or similar process except with the express consent of the
Committee.
(f) TERMINATION OF EMPLOYMENT.
Upon termination of an Optionee's employment with the Company or with
any of its Subsidiaries, his Option privileges shall be limited to the shares
which were immediately purchasable by him at the date of such termination, and
such Option privileges shall expire unless exercised by him within three (3)
months after the date of such termination; provided, however, that if the
employment is terminated as a result of deliberate, willful, or gross misconduct
as determined by the Board or the Committee, all rights under the Option shall
terminate and expire upon such termination. The granting of an Option to an
eligible person does not alter in any way the Company's or the relevant
Subsidiary's existing rights to terminate such person's employment at any time
for any reason, nor does it confer upon such person any rights or privileges
except as specifically provided for in the Plan.
(g) DEATH OF OPTIONEE.
If an Optionee dies while in the employ of the Company or any
Subsidiary, his Option privileges shall be limited to the shares which were
immediately purchasable by him at the date of death, and such Option privileges
shall expire unless exercised by his Successor within one (1) year after the
date of the appointment of a personal representative for such Optionee's estate.
(h) NUMBER AND CLASS OF SHARES.
Each Option shall state the total number and class of shares of Common
Stock to which it pertains.
7. ADJUSTMENTS.
In the event that the outstanding shares of Common Stock of the Company are
hereafter increased or decreased or changed into or exchanged for a different
number of kind of shares or the securities of the Company or other corporation,
by reason of a recapitalization, reclassification, stock split, combination of
shares, or dividend or other distribution payable in capital stock, appropriate
adjustment shall be made by the Committee in the number and kind of shares for
the purchase of which Options may be granted under the Plan. In addition, the
Committee shall make appropriate adjustment in the number and kind of shares as
to which outstanding Options, or portions thereof then unexercised, shall be
exercisable, to the end that the proportionate interest of the holder of the
Option shall, to the extent practicable, be maintained as before the occurrence
of such event. Such adjustment of an outstanding Option shall be made without
change in the total price applicable to the unexercised portion of the Option
but with a corresponding adjustment in the Option price per share.
8. RESTRICTIONS ON ISSUING SHARES.
The exercise of each Option shall be subject to the condition that, if at
any time the Company shall determine in its discretion that the satisfaction of
withholding tax or other withholding liabilities, or that the listing,
registration, or qualification of any shares otherwise deliverable upon such
exercise upon any securities exchange or under any state or federal law, or that
the consent or approval of any regulatory body, is necessary or desirable as a
condition of, or in connection with, such exercise or the delivery or purchase
of shares pursuant thereto, then in any such event, such exercise shall not be
effective unless
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<PAGE> 5
such withholding, listing, registration, qualification, consent, or approval
shall have been effected or obtained free of any conditions not acceptable to
the Company.
9. USE OF PROCEEDS.
The proceeds received by the Company from the sale of the Common Stock
pursuant to the exercise of Options under the Plan shall be added to the
Company's general funds and used for general corporate purposes.
10. AMENDMENT, SUSPENSION, AND TERMINATION OF PLAN.
The Board may at any time suspend or terminate the Plan, or may amend it
from time to time, in such respects as the Board may deem advisable in order
that the option granted hereunder may conform to any changes in the law or in
any other respect which the Board may deem to be in the best interests of the
Company; provided, however, that without approval by the shareholders of the
Company representing a majority of the voting power, no such amendment shall (a)
except as specified in paragraph 7, increase the maximum number of shares for
which Options may be granted under the Plan; (b) change the provisions of
subparagraph A of paragraph 6 relating to the establishment of the Option price;
(c) change the provisions of subparagraph B of paragraph 6 relating to the
expiration date of each Option; or (d) change the provisions of the second
sentence of this paragraph 10 relating to the term of the Plan. Unless the Plan
shall theretofore have been terminated by the Board, the Plan shall terminate
January 15, 2002. No Option may be granted during any suspension or after the
termination of the Plan. No amendment, suspension, or termination of the Plan
shall, without an Optionee's consent, alter or impair any of the rights or
obligations under any Option theretofore granted to such Optionee under the
Plan.
11. EFFECTIVE DATE OF PLAN.
The effective date of the Plan is April 15, 1992.
12. CHANGE IN CONTROL.
(a) If at any time after a Change in Control of the Company (i) an employee
is involuntarily terminated other than for deliberate, willful, or gross
misconduct, or (ii) the employee terminates his or her employment subsequent to
a reduction in the employee's salary, or a transfer by the Company of the
employee to a location more than fifty (50) miles from the prior location of
employment, then notwithstanding any Option Agreement vesting schedule, such
employee's Options shall become immediately vested and such Options may be
immediately exercisable in full upon his or her termination.
(b) A "Change in Control" of the Company shall mean (i) the occurrence of a
transaction with respect to which either a notice or application must be filed
with the Federal Reserve Board under the provisions of 12 C.F.R. ss.225.41, Code
of Federal Regulations, or any successor thereto (concerning the acquisition of
control of a bank or bank holding company), or approval must be obtained under
12 C.F.R. ss.225.11, Code of Federal Regulations, or any successor thereto
(concerning acquisition by a bank holding company of a bank or bank holding
company), and as a result of which more than 50% of the outstanding shares of
the Company, or any successor thereof, are owned or controlled by any person or
entity, or group acting in concert, which, prior to such transaction, owned or
controlled less than 50% of the shares of the Company, (ii) individuals who were
directors of the Company immediately prior to a Control Transaction (as defined
below) shall cease within one year of such Control Transaction, to constitute a
majority of the Board of Directors of the Company, or (iii) the Company is
merged or consolidated with another corporation and the Company is not the
surviving corporation or survives as a
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<PAGE> 6
subsidiary of another corporation, or the Company sells or otherwise disposes of
substantially all its assets. "Control Transaction" shall be (i) any tender
offer for or acquisition of share of the Company, (ii) any merger,
consolidation, or sale of substantially all t he assets of the Company, (iii)
any contested election of directors of the Company, or (iv) any combination of
the foregoing which results in a change in voting power sufficient to elect a
majority of the Board of Directors of the Company.
This 1992 Nonqualified Stock Option Plan of The Colonial BancGroup, Inc.,
as amended, has been executed by the undersigned duly authorized officer of The
Colonial BancGroup, Inc on this 15th day of July, 1998.
/s/ Robert E. Lowder
----------------------------------
Robert E. Lowder, Chairman and CEO
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<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-8 of our report dated March 10, 1998, on our audits of the consolidated
financial statements of The Colonial BancGroup, Inc. as of December 31, 1997
and 1996 and for each of the three years in the period ended December 31, 1997
which report is included in The Colonial BancGroup, Inc.'s Annual Report on
Form 8-K for the year ended December 31, 1997.
/s/ PricewaterhouseCoopers LLP
Montgomery, Alabama
February 4, 1999
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated February 27, 1998, on our audits of the
consolidated financial statements of The Colonial BancGroup, Inc. as of
December 31, 1997 and 1996 and for each of the three years in the period ended
December 31, 1997 which report is included in The Colonial BancGroup, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1997.
/s/ PricewaterhouseCoopers LLP
Montgomery, Alabama
February 4, 1999
22
<PAGE> 1
EXHIBIT 23.2
CONSENT OF MILLER, HAMILTON, SNIDER & ODOM, L.L.C.
CONSENT OF COUNSEL
To: The Colonial BancGroup, Inc.
We hereby consent to the use in this registration statement of The Colonial
BancGroup, Inc., on Form S-8 of our name in this registration statement.
/s/ Miller, Hamilton, Snider & Odom, L.L.C.
MILLER, HAMILTON, SNIDER & ODOM, L.L.C.
Montgomery, Alabama
February 3, 1999
23
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
24
<PAGE> 2
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 registration
of additional common stock for issuance under The Colonial BancGroup, Inc. 1992
Incentive Stock Option Plan or The Colonial BancGroup 1992 Non-Qualified Stock
Option Plan (collectively, the "Plan"); to sign any registration statement of
the Registrant on 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]
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<PAGE> 3
/s/ Robert E. Lowder Chairman of the Board
- ------------------------------ and Chief Executive Officer
Robert E. Lowder
/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
Director
- ------------------------------
D. B. Jones
Director
- ------------------------------
Harold D. King
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<PAGE> 4
/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
27
