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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE #1-13508
THE COLONIAL BANCGROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 63-0661573
(State of Incorporation) (IRS Employer Identification No.)
ONE COMMERCE STREET
POST OFFICE BOX 1108
MONTGOMERY, AL 36101 (334) 240-5000
(Address of principal executive offices) (Telephone No.)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
COMMON STOCK, PAR VALUE $2.50 REGISTERED ON THE NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
7 1/2% CONVERTIBLE SUBORDINATED DEBENTURES, DUE 2011
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. [ ]
The aggregate market value of the voting stock of the registrant held by
non-affiliates as of January 31, 1996 based on the closing price of $32.50 per
share for Common Stock was $304,278,130. (For purposes of calculating this
amount, all directors, officers and principal shareholders of the registrant are
treated as affiliates).
Shares of Common Stock outstanding at January 31, 1996 were 13,491,691.
DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENT PART OF FORM 10-K
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Portions of Annual Report to Shareholders Part I,
for fiscal year ended December 31, 1995 Part II,
as specifically referred to herein. and Part IV
Portions of Definitive Proxy Statement Part III
for 1996 Annual Meeting as specifically
referred to herein.
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PART I
ITEM 1. BUSINESS
GENERAL
The Registrant, The Colonial BancGroup, Inc., is hereinafter referred to as
"BancGroup".
BancGroup, a Delaware corporation, was organized in 1974 and is a bank
holding company under the Bank Holding Act of 1956, as amended (the "BHCA").
BancGroup was originally organized as Southland Bancorporation, and its name was
changed in 1981.
BancGroup operates three banking subsidiaries, one in Alabama, one in
Tennessee and one in Georgia (sometimes referred to collectively as the
"Colonial Banks"). Colonial Bank, located in Alabama, has 95 banking offices in
Birmingham, Montgomery, Huntsville, Florence, Tuscumbia, Anniston, Pell City,
Opelika, Foley, Mobile and several other Alabama cities. Colonial Bank of
Tennessee has four banking offices in Fayetteville, Pulaski and Ardmore,
Tennessee. Colonial Bank, a federal savings bank located in Dunwoody, Georgia,
operates three banking offices in Buckhead, Dunwoody and Kennesaw, Georgia.
(This bank is sometimes referred to herein as "Colonial Bank -- Georgia.") The
Colonial Banks conduct a general commercial banking business in their respective
service areas and offer banking services such as the receipt of demand, savings
and time deposits, personal, commercial and mortgage loans, credit card and safe
deposit box services, and the purchase and sale of government securities.
Colonial Bank in Alabama is active as a correspondent bank for unaffiliated
banks.
At December 31, 1995, BancGroup's banking subsidiaries accounted for
approximately 98% of BancGroup's consolidated assets. The principal activity of
BancGroup is to supervise and coordinate the business of its subsidiaries and to
provide them with capital and services. BancGroup derives substantially all of
its income from dividends received from its subsidiary banks. Various statutory
provisions and regulatory policies limit the amount of dividends the subsidiary
banks may pay without regulatory approval. In addition, federal statutes
restrict the ability of subsidiary banks to make loans to BancGroup.
BancGroup's affiliate banks encounter intense competition in their
commercial banking business, generally from other banks located in their
respective metropolitan and service areas. The Colonial Banks compete for
interest bearing funds with other banks and with many issuers of commercial
paper and other securities which are not banks. In the case of larger customers,
competition exists with banks in other metropolitan areas of the United States,
many of which are larger in terms of capital resources and personnel. In the
conduct of certain aspects of its commercial banking business, the Colonial
Banks compete with savings and loan associations, credit unions, factors,
insurance companies and other financial institutions.
On February 17, 1995, BancGroup's Alabama subsidiary bank, Colonial Bank,
acquired The Colonial Company and its wholly owned subsidiary, Colonial Mortgage
Company. Prior to this acquisition, The Colonial Company spun off its other
businesses which it had previously operated to Robert E., James K. and Thomas H.
Lowder. In this acquisition, BancGroup issued 2,272,727 shares of its Class A
Common Stock to Robert E., James K. and Thomas H. Lowder, who were the sole
shareholders of The Colonial Company and directors of BancGroup. Both BancGroup
and the Lowder brothers have provided certain indemnities to each other for
breaches of the acquisition agreement by the other party. The transaction was
approved by a vote of the stockholders of BancGroup on December 8, 1994. The
acquisition price in this transaction was negotiated for BancGroup by a
committee of three independent directors of BancGroup consisting of Clinton O.
Holdbrooks, Robert S. Craft, and William E. Powell, III, and was based upon an
opinion of a nationally recognized investment banking firm that the price paid
by BancGroup was fair from a financial point of view to the stockholders of
BancGroup other than Robert E., James K., and Thomas H. Lowder.
Colonial Mortgage Company ("CMC") is a subsidiary of Colonial Bank in
Alabama. CMC is engaged in the retail and wholesale mortgage banking business.
CMC operates retail offices in Alabama and 6 regional wholesale offices covering
29 states. CMC's retail operation offers conventional, government and jumbo
products directly to borrowers. CMC's wholesale operation offers somewhat
limited products comprised of conventional and jumbo products to various
mortgage brokers. CMC offers a wholesale government program
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from its home office in Montgomery, Alabama. CMC has relationships with all
housing agencies such as VA, the Department of Housing and Urban Development,
FHA, FHLMC and FNMA. CMC underwrites, closes and sells loans according to the
guidelines required by these agencies.
BancGroup has one direct nonbanking subsidiary, The Colonial BancGroup
Building Corporation, which was established primarily to own and lease the
buildings and land used by banking affiliates of BancGroup.
The following table reflects certain information concerning BancGroup's
banking subsidiaries and BancGroup on a consolidated basis as of December 31,
1995.
COLONIAL BANK COLONIAL BANK COLONIAL BANCGROUP
COLONIAL BANK OF TENNESSEE GEORGIA CONSOLIDATED(1)
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(DOLLARS IN THOUSANDS)
Banking Offices......................... 95 4 3 102
Employees............................... 1,654 38 56 1,751
Percent of Ownership by BancGroup....... 100% 100% 100%
Loans Net of Unearned Income............ $ 2,623,193 $59,644 $ 192,741 $2,875,581
Mortgage Loans Held For Sale............ 110,486 -- -- 110,486
Investment Securities................... 247,092 22,401 -- 269,493
Securities Available For Sale........... 156,850 1,010 2,003 159,863
Total Assets............................ 3,439,098 91,415 219,513 3,741,217
Deposits................................ 2,555,830 79,826 157,360 2,785,958
Shareholder's Equity.................... 250,026 9,635 18,207 253,148
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(1) All material inter-company balances have been eliminated in consolidation.
Prior to February 21, 1995, BancGroup had two classes of common stock
outstanding, Class A and Class B. The Class A Common Stock had limited voting
rights and was traded as a NASDAQ security. The Class B Common Stock was not
publicly traded. On February 21, 1995, the Class A and Class B Common Stock were
reclassified into one class, BancGroup's Common Stock, and on February 24, 1995,
the BancGroup Common Stock was listed for trading on the New York Stock
Exchange.
BancGroup's principal offices are located at and its mailing address is:
One Commerce Street, Post Office Box 1108, Montgomery, Alabama 36101. Its
telephone number is (334) 240-5000.
LENDING ACTIVITIES
BancGroup's commercial banking loan portfolio is comprised primarily of
commercial real estate loans (22%) and residential real estate loans (49%), a
significant portion of which is located within the State of Alabama. BancGroup's
growth in loans over the past several years has been concentrated in commercial
and residential real estate loans. The lending activities of Colonial Bank in
Alabama are dependent upon the demands within the local markets of its branches.
Based on this demand, loans collateralized by commercial and residential real
estate have been the fastest growing component of Colonial Bank's loan
portfolio.
BancGroup, through the branches and offices of the Colonial Banks, makes
loans for a range of business and personal uses in response to local demands for
credit. Loans are concentrated in Alabama, Tennessee and Georgia and are
dependent upon economic conditions in those states. Alabama has historically
been a slow growth state. The following broad categories of loans have varying
risks and underwriting standards.
- - Commercial Real Estate. Loans classified as commercial real estate loans are
loans which are collateralized by real estate and substantially dependent upon
cash flow from income-producing improvements attached to the real state. For
BancGroup, these primarily consist of apartments, hotels, office buildings,
shopping centers, amusement/recreational facilities, one to four family
residential housing developments, and health service facilities.
Loans within this category are underwritten based on projected cash flows and
loan-to-appraised-value ratios of 80% or less. The risks associated with
commercial real estate loans are primarily dependent upon
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real estate values in local market areas, the equity investments of borrowers,
and the borrowers' experience and expertise. BancGroup has diversified its
portfolio of commercial real estate loans with less than 10% of its total loan
portfolio concentrated in any of the above-mentioned income producing
activities.
- - Real Estate Construction. Construction loans include loans to finance single
family and multi-family residential as well as nonresidential real estate.
Loan values for these loans are from 80% to 85% of completed appraised values.
The principal risks associated with these loans are related to the borrowers'
ability to complete the project and local market demand, the sales market,
presales or preleasing, and permanent loan commitments. BancGroup evaluates
presale requirements, preleasing rates, permanent loan take-out commitments,
as well as other factors in underwriting construction loans.
- - Real Estate Mortgages. These loans consist of loans made to finance one to
four family residences and home equity loans on residences. BancGroup may loan
up to 95% of appraised value on these loans without other collateral or
security. The principal risks associated with one to four family residential
loans are the borrowers' debt coverage ratios and real estate values.
- - Commercial, Financial, and Agricultural. Loans classified as commercial,
financial, and agricultural consist of secured and unsecured credit lines and
equipment loans for various industrial, agricultural, commercial, retail, or
service businesses.
The risk associated with loans in this category are generally related to the
earnings capacity and cash flows generated from the individual business
activities of the borrowers. Collateral consists primarily of business
equipment, inventory, and accounts receivables with loan-to-value ratios of
less than 80%. Credit may be extended on an unsecured basis or in excess of
80% of collateral value in circumstances as described in the paragraph below.
- - Installment and Consumer. Installment and consumer loans are loans to
individuals for various purposes. Automobile loans and unsecured loans make up
the majority of these loans. The principal source of repayment is the earning
capacity of the individual borrowers as well as the value of the collateral.
Installment and consumer loans are sometimes made on an unsecured basis or
with loan-to-value ratios in excess of 80%.
Collateral values referenced above are monitored by loan officers through
property inspections, reference to broad measures of market values, as well as
current experience with similar properties or collateral. Loans with
loan-to-value ratios in excess of 80% have potentially higher risks which are
offset by other factors including the borrower's or guarantors' credit
worthiness, the borrower's other banking relationships, the bank's lending
experience with the borrower, and any other potential sources of repayment.
BancGroup's subsidiary banks fund loans primarily with customer deposits
approximately 10% of which are considered more rate sensitive or volatile than
other deposits.
CERTAIN REGULATORY CONSIDERATIONS
BancGroup is a registered bank holding company subject to supervision and
regulation by the Board of Governors of the Federal Reserve System (the "Federal
Reserve"). As such, it is subject to the Bank Holding Company Act of 1956, as
amended ("BHCA") and many of the Federal Reserve's regulations promulgated
thereunder. It is also subject to regulation by the Georgia Department of
Banking and Finance and by the Office of Thrift Supervision ("OTS") as a savings
and loan holding company.
The Colonial Banks are subject to supervision and examination by applicable
federal and state banking agencies. In Alabama, Colonial Bank, as a state
chartered bank and not a member of the Federal Reserve system, is regulated and
examined both by the State of Alabama Banking Department and by the Federal
Deposit Insurance Corporation ("FDIC"). Colonial Bank of Tennessee is also state
chartered and not a member of the Federal Reserve system and is regulated by
both the State of Tennessee Department of Financial Institutions and by the
FDIC. Colonial Bank -- Georgia, a federal savings bank, is regulated by the OTS.
The deposits of the Colonial Banks are insured by the FDIC to the extent
provided by law. The FDIC assesses deposit insurance premiums the amount of
which may, in the future, depend in part on the condition
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of the Colonial Banks. Moreover, the FDIC may terminate deposit insurance of the
Colonial Banks under certain circumstances. Both the FDIC and the respective
state regulatory authorities have jurisdiction over a number of the same
matters, including lending decisions, branching and mergers.
One limitation under the BHCA and the Federal Reserve's regulations
requires that BancGroup obtain prior approval of the Federal Reserve before
BancGroup acquires, directly or indirectly, more than five percent of any class
of voting securities of another bank. Prior approval also must be obtained
before BancGroup acquires all or substantially all of the assets of another
bank, or before it merges or consolidates with another bank holding company.
BancGroup may not engage in "non-banking" activities unless it demonstrates to
the Federal Reserve's satisfaction that the activity in question is closely
related to banking and a proper incident thereto. Because BancGroup is a
registered bank holding company, persons seeking to acquire 25 percent or more
of any class of its voting securities must receive the approval of the Federal
Reserve. Similarly, under certain circumstances, persons seeking to acquire
between 10 percent and 25 percent also may be required to obtain prior Federal
Reserve approval.
In 1989 Congress expressly authorized the acquisition of savings
associations by bank holding companies. BancGroup must obtain the prior approval
of the Federal Reserve and the OTS (among other agencies) before making such an
acquisition, and must demonstrate that the likely benefits to the public of the
proposed transaction (such as greater convenience, increased competition, or
gains in efficiency) outweigh potential burdens (such as an undue concentration
of resources, decreased or unfair competition, conflicts of interest, or unsound
banking practices).
As a result of enactment in 1991 of the FDIC Improvement Act, banks are
subject to increased reporting requirements and more frequent examinations by
the bank regulators. The agencies also have the authority to dictate certain key
decisions that formerly were left to management, including compensation
standards, loan underwriting standards, asset growth, and payment of dividends.
Failure to comply with these new standards, or failure to maintain capital above
specified levels set by the regulators, could lead to the imposition of
penalties or the forced resignation of management. If a bank becomes critically
undercapitalized, the banking agencies have the authority to place an
institution into receivership or require that the bank be sold to, or merged
with, another financial institution.
In September 1994 Congress enacted the Riegle-Neal Interstate Banking and
Branching Efficiency Act of 1994. This legislation, among other things, amended
the BHCA to permit bank holding companies, subject to certain limitations, to
acquire either control or substantial assets of a bank located in states other
than that bank holding company's home state regardless of state law
prohibitions. This legislation became effective on September 29, 1995. In
addition, this legislation also amended the Federal Deposit Insurance Act to
permit, beginning on June 1, 1997 (or earlier where state legislatures provide
express authorization), the merger of insured banks with banks in other states.
The officers and directors of BancGroup and the Colonial Banks are subject
to numerous insider transactions restrictions, including limits on the amount
and terms of transactions involving the Colonial Banks, on the one hand, and
their principal stockholders, officers, directors, and affiliates on the other.
There are a number of other laws that govern the relationship between the
Colonial Banks and their customers. For instance, the Community Reinvestment Act
is designed to encourage lending by banks to persons in low and moderate income
areas. The Home Mortgage Disclosure Act and the Equal Credit Opportunity Act
attempt to minimize lending decisions based on impermissible criteria, such as
race or gender. The Truth-in-Lending Act and the Truth-in-Savings Act require
banks to provide full disclosure of relevant terms related to loans and savings
accounts, respectively. Anti-tying restrictions (which prohibit, for instance,
conditioning the availability or terms of credit on the purchase of another
banking product) further restrict the Colonial Banks' relationships with their
customers.
The Budget Reconciliation Act of 1995 ("Budget Act") was passed by Congress
but subsequently vetoed by President Clinton. Congressional leadership and
President Clinton began discussions in 1995 to determine whether the Congress
and the Administration could reach a compromise on budget reconciliation. It is
unknown whether these negotiations will be successful. The Budget Act originally
passed by Congress and subsequently vetoed by the President contained a
provision which directed the FDIC to set a one-time special
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assessment on deposits insured by the Savings Association Insurance Fund
("SAIF") which would be in an amount sufficient to recapitalize the SAIF. It is
anticipated that a special assessment in the range of $0.78 to $0.85 per $100 of
SAIF-insured deposits would be necessary in order to recapitalize the SAIF, if
the assessment were to be made in the next six months. The recapitalization
would allow a reduction in the current premium of $0.23 per $100 of SAIF insured
deposits. BancGroup's subsidiary banks maintain deposits which are insured by
both the SAIF and the Bank Insurance Fund. The SAIF insured deposits in all of
BancGroup's subsidiary banks total $679 million, after adjusting for certain
allowances in the current proposal, which could be subject to the special
assessment. In the event a budget reconciliation agreement is reached between
the Congress and the Administration, it is expected that the agreement would
include the special assessment provision contained in the original Budget Act.
If no agreement is reached by the Congress and the Administration, it is still
possible that Congress could attach such a provision to another piece of
legislation or pass such a provision as a free-standing bill. The
Administration, in testimony before Congress and in the press, has indicated its
support of the recapitalization of SAIF in the manner provided in the Budget
Act.
It should be noted that supervision, regulation, and examination of
BancGroup and the Colonial Banks are intended primarily for the protection of
depositors, not stockholders.
ADDITIONAL INFORMATION
Additional information, including statistical information concerning the
business of BancGroup, is set forth in BancGroup's Annual Report to Shareholders
for the year ended December 31, 1995, at pages 16 through 39 under the captions
"Selected Financial Data, Selected Quarterly Data 1995-1994" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations", and
is incorporated herein by reference.
EXECUTIVE OFFICERS AND DIRECTORS
Pursuant to general instruction G, information regarding executive officers
of BancGroup is contained herein at Item 10.
ITEM 2. PROPERTIES
BancGroup's, Colonial Bank's, and Colonial Mortgage's principal offices are
located in Montgomery, Alabama in the Colonial Financial Center which are leased
from G.C. Associates I, Joint Venture, a partnership owned 50% by affiliates of
BancGroup's principal stockholders. These leased premises comprise 68,142 square
feet of office space.
The Colonial Bank of Tennessee's principal offices are located in Ardmore,
Tennessee, in a building owned by the bank.
Colonial Bank's central operations offices are located in Birmingham,
Alabama in a 16 story building owned by the bank. Approximately 90% or 71,609
square feet of this building is utilized by Colonial Bank; the remainder is
available for rent to third parties.
Colonial Bank -- Georgia's principal offices are located in Dunwoody,
Georgia, in a building owned by the bank.
As of December 31, 1995, bank subsidiaries of BancGroup owned 89 and leased
13 of their full-service banking offices. See Notes 7 and 12 of the Notes to
Consolidated Financial Statements included in the Annual Report to Shareholders,
which is incorporated herein by reference.
ITEM 3. LEGAL PROCEEDINGS
In the opinion of BancGroup, based on review and consultation with legal
counsel, the outcome of any litigation presently pending is not anticipated to
have a material adverse effect on BancGroup's consolidated financial statements
or results of operations.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS
"Market Price of and Dividends Declared on Common Stock" is contained on
page 59 of the Annual Report to Shareholders for the year ended December 31,
1995, and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
"Selected Financial Data" and "Selected Quarterly Financial Data 1995-1994"
on pages 16 through 18 of the Annual Report to Shareholders for the year ended
December 31, 1995 are incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 19 through 39 of the Annual Report to Shareholders for the
year ended December 31, 1995 is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements set forth in BancGroup's Annual Report to
Shareholders for 1995 at pages 40 through 58 are incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item as to BancGroup directors is
contained in BancGroup's proxy statement dated March 18, 1996, for its 1996
annual meeting of shareholders under the captions "Election of Directors" and
"Section 16 Reporting" and is incorporated herein by reference.
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EXECUTIVE OFFICERS OF THE REGISTRANT
NAME, AGE AND YEAR PRESENT AND PRINCIPAL OCCUPATION
BECAME EXECUTIVE FOR
OFFICER PRESENT POSITION WITH BANCGROUP THE LAST FIVE YEARS
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Robert E. Lowder...... Chairman of the Board, Chief Chairman of the Board, Chief
53, 1981 Executive Officer and President, Executive Officer and President,
BancGroup; Chairman of the BancGroup; Chairman of the
Board, Chief Executive Officer Board, Chief Executive Officer
and President, Colonial Bank in and President, Colonial Bank in
Alabama; Chairman of the Board, Alabama; Chairman of the Board,
Colonial Bank in Georgia; Colonial Bank in Georgia;
Chairman of the Board, Colonial Chairman of the Board, Colonial
Mortgage Co., Montgomery Mortgage Co.; Chairman of the
Board and President, Colonial
Broadcasting Company, Montgomery
Harold D. King........ Vice Chairman of the Board Vice Chairman of the Board,
63, 1986 BancGroup, Pell City
Jack H. Rainer........ Vice Chairman of the Board President and Chief Executive
73, 1981 Officer, Bankers Credit Life
Insurance Company, Montgomery
Young J. Boozer, Executive Vice President -- Executive Vice President --
III................. Investments Investments, BancGroup,
46, 1986 Montgomery
W. Flake Oakley, IV... Executive Vice President, Chief Chief Financial Officer, Secretary
42, 1988 Financial Officer, Treasurer and and Treasurer, BancGroup, since
Secretary June 1991; Chief Financial
Officer and Treasurer since
October, 1990; Senior Vice
President and Controller from
April 1989 to October 1990,
BancGroup, Montgomery
Michael R. Holley..... Executive Vice President -- Executive Vice President --
46, 1995 Operations Operations, BancGroup since
January 1995; Vice President and
Chief Financial Officer, The
Colonial Company 1990 to 1995,
Montgomery
Samuel R. Morgan...... Executive Vice President and Chief Executive Vice President and Chief
47, 1995 Credit Officer Credit Officer, BancGroup since
October 1995; Senior Loan
Officer -- Colonial Bank
Montgomery 1986 to 1995,
Montgomery
Michelle Condon....... Executive Vice President -- Retail Executive Vice President -- Retail
41, 1995 Banking Banking, BancGroup since October
1995; Colonial Bank -- Vice
President, Budgeting & Planning,
Colonial Bank 1990 to 1995,
Montgomery
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ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is contained in BancGroup's proxy
statement dated March 18, 1996 for its 1996 annual meeting of shareholders under
the caption "Executive Compensation" and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is contained in BancGroup's proxy
statement dated March 18, 1996, for its 1996 annual meeting of shareholders
under the caption "Voting Securities and Principal Stockholders" and is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is contained in BancGroup's proxy
statement dated March 18, 1996, for its 1996 annual meeting of shareholders
under the captions "Compensation Committee Interlocks and Insider Participation"
and "Executive Compensation" and is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The following financial statements are incorporated herein by reference
from Registrant's Annual Report to Shareholders for the fiscal year ended
December 31, 1995;
Consolidated Statements of Condition as of December 31, 1995 and 1994.
Consolidated Statements of Income for the years ended December 31, 1995,
1994 and 1993.
Consolidated Statements of Changes in Shareholders' Equity for the years
ended December 31, 1995, 1994 and 1993.
Consolidated Statements of Cash Flows for the years ended December 31,
1995, 1994 and 1993.
Notes to Consolidated Financial Statements, including Parent Company
only information.
Report of Independent Accountants.
2. Financial Statements Schedules
The financial statement schedules required to be included pursuant to this
Item are not included herein because they are not applicable or the required
information is shown in the financial statements or notes thereto which are
incorporated by reference at subsection 1 of this Item, above.
3. Exhibits
EXHIBITS AND DESCRIPTION
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Exhibit 3 -- Articles of Incorporation and Bylaws:
(A) -- 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.
(B) -- Bylaws of the Registrant, as amended, filed as Exhibit 4.2 to the
Registrant's Current Report on Form 8-K, dated February 21, 1995, and
incorporated herein by reference.
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EXHIBITS AND DESCRIPTION
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Exhibit 4 -- Instruments defining the rights of security holders:
(A) -- 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.
(B) -- 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.
(C) -- Dividend Reinvestment and Common Stock Purchase Plan of the Registrant dated
January 15, 1986, and Amendment No, 1 thereto dated as of June 10, 1986,
filed as Exhibit 4(C) to the Registrant's Registration Statement on Form S-4
(File No, 33-07015), effective July 15, 1986, and incorporated herein by
reference.
(D) -- Trust Indenture dated as of March 25, 1986 included as Exhibit 4 to the
Registrant's Amendment No, 1 to Registration Statement as Form S-2, file
number 33-4004, effective March 25, 1986, and incorporated herein by
reference.
Exhibit 10-- Material Contracts:
(A)(1) -- Second Amendment and Restatement of 1982 Incentive Stock Plan of the
Registrant, filed as Exhibit 4-1 to the Registrant's Registration Statement
on Form S-8 (Commission Registration No, 33-41036), effective June 4, 1991,
and incorporated herein by reference.
(A)(2) -- Second Amendment and Restatement to 1982 Nonqualified Stock Option Plan of
the Registrant filed as Exhibit 4-2 to the Registrant's Registration
Statement on Form S-8 (Commission Registration No, 33-41036), effective June
4, 1991, and incorporated herein by reference.
(A)(3) -- 1992 Incentive Stock Option Plan of the Registrant, filed as Exhibit 4-1 to
Registrant's Registration Statement on Form S-8 (File No, 33-47770),
effective May 8, 1992, and incorporated herein by reference.
(A)(4) -- 1992 Nonqualified Stock Option Plan of the Registrant, filed as Exhibit 4-2
to Registrant's Registration Statement on Form S-8 (File No. 33-47770),
effective May 8, 1992, and incorporated herein by reference.
(B)(1) -- Residential Loan Funding Agreement between Colonial Bank and Colonial
Mortgage Company dated January 18, 1988, included as Exhibit 10(B)(1) to the
Registrant's Registration Statement as Form S-4, file no. 33-52952, and
incorporated herein by reference.
(B)(2) -- Loan Agreement between the Registrant and SunBank, National Association,
dated August 29, 1995, filed as Exhibit 10(B)(2) to the Registrant's
Registration Statement on Form S-4, registration number 33-01163 and
incorporated herein by reference.
(B)(3) -- 1993 Term Loan Agreement between the Registrant and SunBank, National
Association, and related Pledge Agreement filed as Exhibit 10(B)(1) to
Amendment no. 2 of the Registrant's Registration Statement on Form S-4,
registration number 33-63826 and incorporated herein by reference.
(C)(1) -- The Colonial BancGroup, Inc. First Amended and Restated Restricted Stock Plan
for Directors, as amended, included as Exhibit 10(C)(1) to the Registrant's
Registration Statement on Form S-4, file no. 33-52952, and incorporated
herein by reference.
(C)(2) -- The Colonial BancGroup, Inc., Stock Bonus and Retention Plan, included as
Exhibit 10(C)(2) to the Registrant's Registration Statement as Form S-4, file
no. 33-52952, and incorporated herein by reference.
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EXHIBITS AND DESCRIPTION
------------------------------------------------------------------------------------------
(D) -- Stock Purchase Agreement dated as of July 20, 1994, by and among The Colonial
BancGroup, Inc., Colonial Bank, The Colonial Company, Colonial Mortgage
Company, and Robert E., James K. and Thomas H. Lowder, included as Exhibit 2
in Registrant's registration statement on Form S-4, Registration no. 33-83692
and incorporated herein by reference.
(E) -- Agreement and Plan of Merger between The Colonial BancGroup, Inc., and
Commercial Bancorp of Georgia, Inc., dated as of December 21, 1995, included
as Exhibit 10(E) to Registrant's Registration Statement on Form S-4,
Registration No. 333-01163, and incorporated herein by reference.
(F) -- Amended and Restated Agreement and Plan of Merger between The Colonial
BancGroup, Inc. and Southern Banking Corporation dated as of February 15,
1996 included a Exhibit 10(F) to the Registrant's Registration Statement on
Form S-4, Registration No. 333-01163 and incorporated herein by reference.
Exhibit 11 -- Statement Regarding Computation of Earnings Per Share.
Exhibit 12 -- Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
Exhibit 13 -- Portions of the 1995 Annual Report to Security Holders. (Such annual report,
except for those portions expressly incorporated by reference in this
report, is furnished solely for the information of the Commission and is not
deemed to be filed as part of this report).
Exhibit 21 -- List of subsidiaries of the Registrant.
Exhibit 23 -- Consents of experts and counsel:
(A) -- Consent of Coopers & Lybrand L.L.P.
Exhibit 24 -- Power of Attorney.
Exhibit 27 -- Financial Data Schedule (for SEC use only)
(b) No reports on Form 8-K were filed during the last quarter of 1995.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Montgomery, Alabama, on the 22nd day of March, 1996.
THE COLONIAL BANCGROUP, INC.
By: /s/ ROBERT E. LOWDER
------------------------------------
Robert E. Lowder
Its Chairman of the Board of
Directors, Chief Executive
Officer, and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ---------------------------------------- ------------------------------ ----------------
/s/ ROBERT E. LOWDER Chairman of the Board of **
- ---------------------------------------- Directors, President and
Robert E. Lowder Chief Executive Officer
/s/ W. FLAKE OAKLEY, IV Chief Financial Officer, **
- ---------------------------------------- Secretary and Treasurer
W. Flake Oakley, IV (Principal Financial Officer
and Principal Accounting
Officer)
* Director **
- ----------------------------------------
Young J. Boozer
* Director **
- ----------------------------------------
William Britton
* Director **
- ----------------------------------------
Jerry J. Chesser
* Director **
- ----------------------------------------
Augustus K. Clements, III
* Director **
- ----------------------------------------
Robert C. Craft
Director **
- ----------------------------------------
Patrick F. Dye
* Director **
- ----------------------------------------
Clinton O. Holdbrooks
* Director **
- ----------------------------------------
D. B. Jones
* Director **
- ----------------------------------------
Harold D. King
* Director **
- ----------------------------------------
John Ed Mathison
* Director **
- ----------------------------------------
Milton E. McGregor
11
13
SIGNATURE TITLE DATE
- ---------------------------------------- ------------------------------ ----------------
* Director **
- ----------------------------------------
John C. H. Miller, Jr.
* Director **
- ----------------------------------------
Joe D. Mussafer
* Director **
- ----------------------------------------
William E. Powell
* Director **
- ----------------------------------------
Jack H. Rainer
* Director **
- ----------------------------------------
Frances E. Roper
* Director **
- ----------------------------------------
Ed V. Welch
* The undersigned, acting pursuant to a power of attorney, has signed this
Annual Report on Form 10-K 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
** Dated: March 22, 1996
12
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EXHIBIT INDEX
Exhibit 3 -- Articles of Incorporation and Bylaws:
(A) -- 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.............................
(B) -- Bylaws of the Registrant, as amended, filed as Exhibit 4.2 to the
Registrant's Current Report on Form 8-K, dated February 21, 1995, and
incorporated herein by reference.......................................
Exhibit 4 -- Instruments defining the rights of security holders:
(A) -- 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..........
(B) -- 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.......................................
(C) -- Dividend Reinvestment and Class A Common Stock Purchase Plan of the
Registrant dated January 15, 1986, and Amendment No. 1 thereto dated as
of June 10, 1986, filed as Exhibit 4(C) to the Registrant's
Registration Statement on Form S-4 (File No. 33-07015), effective July
15, 1986, and incorporated herein by
reference..............................................................
(D) -- Trust Indenture dated as of March 25, 1986, included as Exhibit 4 to the
Registrant's Amendment No. 1 to Registration Statement on Form S-2,
file number 33-4004, effective March 25, 1986, and incorporated herein
by reference...........................................................
Exhibit 10 -- Material Contracts:
(A)(1) -- Second Amendment and Restatement of 1982 Incentive Stock Plan of the
Registrant, filed as Exhibit 4-1 to the Registrant's Registration
Statement on Form S-8 (Commission Registration No. 33-41036), effective
June 4, 1991, and incorporated herein by reference.....................
(A)(2) -- Second Amendment and Restatement to 1982 Nonqualified Stock Option Plan
of the Registrant filed as Exhibit 4-2 to the Registrant's Registration
Statement on Form S-8 (Commission Registration No. 33-41036), effective
June 4, 1991, and incorporated herein by reference.....................
(A)(3) -- 1992 Incentive Stock Option Plan of the Registrant, filed as Exhibit 4-1
to Registrant's Registration Statement on Form S-8 (File No. 33-47770),
effective May 8, 1992, and incorporated herein by reference............
(A)(4) -- 1992 Nonqualified Stock Option Plan of the Registrant, filed as Exhibit
4-2 to Registrant's Registration Statement on Form S-8 (File No.
33-47770), effective May 8, 1992, and incorporated herein by
reference..............................................................
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15
(B)(1) -- Residential Loan Funding Agreement between Colonial Bank and Colonial
Mortgage Company dated January 18, 1988, included as Exhibit 10(B)(1)
to the Registrant's Registration Statement as Form S-4, file no.
33-52952, and incorporated herein by reference.........................
(B)(2) -- Loan Agreement between the Registrant and SunBank, National Association,
dated August 29, 1995, filed as Exhibit 10(B)(2) to the Registrant's
Registration Statement on Form S-4, registration number 333-01163 and
incorporated herein by reference.......................................
(B)(3) -- 1993 Term Loan Agreement between the Registrant and SunBank, National
Association, and related Pledge Agreement filed as Exhibit 10(B)(1) to
Amendment No. 2 of the Registrant's Registration Statement on Form S-4,
registration number 33-63826 and incorporated herein by reference......
(C)(1) -- The Colonial BancGroup, Inc. First Amended and Restated Restricted Stock
Plan for Directors, as amended, included as Exhibit 10(C)(1) to the
Registrant's Registration Statement as Form S-4, file no. 33-52952, and
incorporated herein by reference.......................................
(C)(2) -- The Colonial BancGroup, Inc., Stock Bonus and Retention Plan, included as
Exhibit 10(C)(2) to the Registrant's Registration Statement as Form
S-4, file no. 33-52952, and incorporated herein by reference...........
(D) -- Stock Purchase Agreement dated as of July 20, 1994, by and among The
Colonial BancGroup, Inc., Colonial Bank, The Colonial Company, Colonial
Mortgage Company, and Robert E., James K. and Thomas H. Lowder,
included as Exhibit 2 in Registrant's registration statement on Form
S-4, Registration No. 33-83692 and incorporated herein by reference....
(E) -- Agreement and Plan of Merger between The Colonial BancGroup, Inc., and
Commercial Bancorp of Georgia, Inc., dated as of December 21, 1995,
filed as Exhibit 10(E) to the Registrant's Registration Statement on
Form S-4, registration number 333 -01163, and incorporated herein by
reference..............................................................
(F) -- Amended and Restated Agreement and Plan of Merger between The Colonial
BancGroup, Inc. and Southern Banking Corporation dated as of February
15, 1996 included a Exhibit 10(F) to the Registrant's Registration
Statement on Form S-4, Registration No. 333-01163 and incorporated
herein by reference....................................................
Exhibit 11 -- Statement Regarding Computation of Earnings Per Share....................
Exhibit 12 -- Statement Regarding Computation of Ratio of Earnings to Fixed Charges....
Exhibit 13 -- Portions of the 1995 Annual Report to Security Holders. (Such annual
report, except for those portions expressly incorporated by reference
in this report, is furnished solely for the information of the
Commission and is not deemed to be filed as part of this report.)......
Exhibit 21 -- List of subsidiaries of the Registrant...................................
Exhibit 23 -- Consents of experts and counsel:
(A) -- Consent of Coopers & Lybrand L.L.P.......................................
Exhibit 24 -- Power of Attorney........................................................
Exhibit 27 -- Financial Data Schedule (for SEC use only)...............................
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