FIRST FAMILY FINANCIAL CORP
8-K, 1997-01-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            -----------------------



                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


                        Date of Report January 14, 1997

                       FIRST FAMILY FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)



            Florida                                         59-3277352
- -----------------------------                  ---------------------------------
(State of other jurisdiction)                  (IRS Employer Identification No.)

           33-81818
   ------------------------
   (Commission File Number)


 2801 South Bay Street, Eustis, Florida                       32726-6503
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(Address of Principal Executive Offices)                      (Zip Code)


                                 (352) 357-4171
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                                      N/A
              ----------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

- --------------------------------------------------------------------------------

<PAGE>

Item 5.   Other Events


Special  Meeting of  Shareholders/Closing  of the  Acquisition  of First  Family
Financial  Corporation by The Colonial  BancGroup,  Inc. -- A Special Meeting of
Shareholders of First Family Financial  Corporation ("First Family") was held on
December 16,  1996,  to consider  and vote on the  Agreement  and Plan of Merger
dated  July  19,  1996  ("Agreement")  between  First  Family  and The  Colonial
BancGroup,  Inc. ("Colonial BancGroup").  The Merger (as that term is defined in
the Agreement) was approved by 64.4 percent of the shares eligible to be cast.

The Merger of First Family with and into  Colonial  BancGroup,  was completed on
January 9, 1997,  (the  "Effective  Date")  pursuant to the terms and conditions
contained in the Agreement.  Immediately  prior to the  consummation  there were
552,500 shares  outstanding  each of which was exchanged for Colonial  BancGroup
common stock and cash. Following the consummation of the transaction, each share
of  common  stock  of  First  Family  outstanding  and  held by  First  Family's
shareholders  was  converted  by operation of law, and without any action by any
holder thereof,  into shares of Colonial  BancGroup common stock and cash with a
total value equal to $23.50 per share. On the Effective  Date, each  outstanding
share of First Family  common  stock was entitled to receive  $11.75 in cash and
Colonial  BancGroup common stock with a value of $11.75.  Based upon the average
of the closing  prices of the common stock of Colonial  BancGroup as reported by
the  NYSE on each of the  ten  (10)  trading  days  ending  on the  trading  day
immediately  preceding the Effective Date ($39.213),  First Family  shareholders
received  0.2996  shares of Colonial  BancGroup  common  stock for each share of
First Family common stock.

At  November  30,  1996,   First  Family  had  total   consolidated   assets  of
$168,868,000,  consolidated  deposits  of  $156,278,000  and total  consolidated
stockholders' equity of $8,842,000. Colonial BancGroup is listed on the New York
Stock Exchange under the symbol "CNB". In most newspapers the stock is listed as
"ColBgp".



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<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                              First Family Financial Corporation
                                              ----------------------------------
                                                        (Registrant)



Dated this 9th day of January, 1997           By: /s/David M. Shepherd
                                              ----------------------------------
                                                     David M. Shepherd
                                                     President


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