AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 2001
REGISTRATION NO. 33-62071
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 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.
SENIOR COUNSEL
POST OFFICE BOX 1108
MONTGOMERY, ALABAMA 36101-1108
(Name and address of agent for service)
-------------------
COPIES TO:
WILLARD H. HENSON, ESQ.
MILLER, HAMILTON, SNIDER & ODOM, L.L.C.
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. [ ]
PROSPECTUS
AMENDED AND RESTATED
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
COMMON STOCK
(PAR VALUE $2.50 PER SHARE)
The Colonial BancGroup, Inc. ("BancGroup") is offering through its Amended and
Restated 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 $120,000 per year. 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 "Amended and Restated 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, mailing address and phone number 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.
------------------------------------------
The date of this Prospectus is June 1, 2001.
TABLE OF CONTENTS
AVAILABLE INFORMATION...........................................3
DOCUMENTS INCORPORATED BY REFERENCE.............................3
PURPOSE.........................................................4
ADVANTAGES......................................................4
PARTICIPATION...................................................4
AGENT...........................................................6
COSTS...........................................................6
PURCHASES.......................................................6
PRICE...........................................................7
OPTIONAL CASH PAYMENTS..........................................7
REPORTS TO PARTICIPANTS.........................................8
DIVIDENDS.......................................................8
CERTIFICATES....................................................8
TERMINATION OF PARTICIPATION....................................9
OTHER INFORMATION...............................................9
USE OF PROCEEDS.................................................12
INDEMNIFICATION.................................................12
EXPERTS.........................................................12
LEGAL OPINION...................................................12
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 does not contain 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
(3) 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, 2000,
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 334/240-
5000).
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AMENDED AND RESTATED 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 charges, 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 explaines under Question 12;
(b) Invest additional cash, up to $120,000 per year, in Common
Stock as more fully explained under Questions 10, 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.
4. How does an eligible shareholder become a participant?
4
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: Dividend
Reinvestment 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 second Friday
following BancGroup's quarterly Board Meetings in January, April, July, and
October. These meetings typically occur on the third Wednesday of each such
month. Dividend payment dates normally follow the dividend record dates by two
weeks. (See Questions 10, 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 automatically reinvest cash dividends on all shares
registered in your name at the current average market price,
computed as described under Question 12; or
(b) To automatically reinvest 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 $120,000 per year, 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 on the first business day of each month
as explained under Question 11.
5
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?
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 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 charges 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 four 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
authorized and previously unissued 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?
6
When shares are purchased from BancGroup with reinvested dividends,
purchases will be made on the dividend payment date with dividends paid on that
date. When shares are purchased from BancGroup with optional cash payments,
purchases will be made on the first business day of each month (the "Optional
Acquisition Date"), with funds received not later than three days prior to the
applicable Optional Acquisition Date.
When shares are purchased in the open market with reinvested dividends, the
Agent will use dividends paid on the dividend payment date to purchase shares in
the open market as soon as practicable 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. When shares are purchased in
the open market with optional cash payments received no later than three days
prior to the applicable Optional Acquisition Date, the Agent will purchase
shares in the open market as soon as practical and within 30 days after the
applicable Optional Acquisition 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 average of the
daily closing prices of the Common Stock reported by the NYSE for the five
trading days immediately preceding the applicable Optional Acquisition Date. 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 weighted average price of Common Stock purchased in the open market
for all Plan participants in respect of a particular Optional Acquisition Date.
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 not later than three days
before the applicable Optional Acquisition Date to the purchase of Common Stock
for the account of the participant on the applicable Optional Acquisition Date
if such Common Stock is purchased from BancGroup and as soon as practicable (as
explained under Question 11) after the applicable Optional Acquisition Date if
such Common Stock is purchased in the open market.
7
An initial optional cash payment may be made by you when you join the Plan
by enclosing a certified check or money order with the Authorization card, if
the Authorization Card is received by the Agent at least three days prior to the
next Optional Acquisition 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 or through an automatic draft request.
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 Optional Acquisition Date.
14. What are the limitations on making optional cash payments?
Optional cash payments must be received by the Agent within three business
days before the applicable Optional Acquisition 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
$120,000 in any calendar year.
REPORTS TO PARTICIPANTS
15. What reports will be sent to participants under 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.
8
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 that 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 written request. You will receive the
proceeds of the sale, less any related brokerage commission and transfer tax.
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 Optional
Acquisition 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
9
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 that 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 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 participant's 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 or
her entitlement will be based upon the participant's total holdings including
the shares credited to him or her 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?
10
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 one or more proxies 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 the proxy representing the shares you hold under the Plan is properly
voted, all such shares covered by that proxy will be voted as indicated.
If the proxy representing the shares you hold under the Plan is properly
voted, but without indicating instruction as to the manner in which shares are
to be voted with respect to any item thereon, then such shares 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 improperly voted, such 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 amend, suspend, modify, or terminate the
Plan at any time. Notice of any amendment, suspension, modification, or
termination will be mailed to all participants.
11
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, 2000, 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
$1,416,321 for legal services performed in 2000. Mr. Miller beneficially owns
83,810 shares of BancGroup Common Stock. He received employee-related
compensation of $41,000 in 2000.
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:
Securities and Exchange Commission Registration Fee $ 4,946.12
NYSE Fee $ 1,500
"Blue Sky" Fees and Expenses $ -0-
Printing and Engraving Expenses $ 8,500
Legal Fees and Expenses $ 15,000
Accounting Fees and Expenses $ 2,500
Miscellaneous $ 1,000
Total $ 33,946.12
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.
1
ITEM 16. EXHIBITS.
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
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 Amended and Restated Dividend Reinvestment and Common
Stock Purchase Plan of the Registrant dated April 18,
2001.
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
-------------------
* Previously filed
2
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.
(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.
3
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 15th day of June, 2001.
THE COLONIAL BANCGROUP, INC.
/s/ Robert E. Lowder
---------------------
BY: Robert E. Lowder
ITS: Chairman of the Board, President
and Chief Executive Officer
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, President **
-------------------- and Chief Executive Officer
Robert E. Lowder
/s/ W. Flake Oakley, IV Chief Financial Officer **
----------------------- Executive Vice President and Secretary
W. Flake Oakley, IV (Principal Financial Officer
and Principal Accounting Officer)
_________*_________________ Director **
Lewis E. Beville
_________*_________________ Director **
William Britton
_________*_________________ Director **
Jerry J. Chesser
_________*_________________ Director **
Augustus K. Clements, III
__________________________ Director
Robert S. Craft
_________*_________________ Director **
Patrick F. Dye
_________*_________________ Director **
Clinton O. Holdbrooks
_________*_________________ Director **
Harold D. King
_________*_________________ Director **
John Ed Mathison
_________*_________________ Director **
Milton E. McGregor
_________*_________________ Director **
John C. H. Miller, Jr.
_________*_________________ Director **
Joe D. Mussafer
_________*_________________ Director **
William E. Powell, III
_________*_________________ Director **
Jiame W. Rane
_________*_________________ Director **
Frances E. Roper
_________*_________________ Director **
Simuel Sippial
_________*_________________ Director **
Edward V. Welch
* 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: June 15, 2001.
5
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS TO POST-EFFECTIVE AMENDMENT NO. 2 TO
REGISTRATION STATEMENT ON FORM S-3
REGISTRATION NO. 33-62071
THE COLONIAL BANCGROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
EXHIBIT INDEX
EXHIBIT PAGE
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 Amended and Restated Dividend Reinvestment and Common Stock
Purchase Plan of the Registrant dated April 18, 2001
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
------------------
* Previously filed.