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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, 1996
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 March 1, 1997 based on the closing price of $22.75 per
share for Common Stock was $689,777,725. (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 March 1, 1997 were 38,955,210.
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, 1996 Part II,
as specifically referred to herein. and Part IV
Portions of Definitive Proxy Statement Part III
for 1997 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 wholly owned commercial banking subsidiaries including
business combinations through January 31, 1997 in Alabama, Tennessee, Georgia
and Florida, each under the name "Colonial Bank," and a federal savings bank in
Florida, Colonial Bank, FSB. Colonial Bank has 110 banking offices in
Birmingham, Montgomery, Huntsville, Florence, Tuscumbia, Anniston, Pell City,
Opelika, Foley, Mobile and several other Alabama cities. Colonial Bank has three
banking offices in Fayetteville, Pulaski and Ardmore, Tennessee. Colonial Bank
operates eleven branches in the Atlanta area and three branches in the Dalton
area. In Florida, Colonial Bank operates eleven branches in the Orlando and
Ormond Beach areas and nine branches in Dade, Broward and Palm Beach Counties.
Colonial Bank, FSB operates six branches in Eustis and Lake County. Colonial
Bank, FSB will be merged with Colonial Bank, Orlando. The 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. Colonial
Mortgage Company ("CMC") is a subsidiary of Colonial Bank in Alabama and is a
mortgage banking company. CMC operates retail offices in Alabama and 6 regional
wholesale offices covering 37 states which service approximately $10.6 billion
in residential loans. 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 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.
At December 31, 1996, 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.
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.
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The following table reflects certain information concerning BancGroup's
banking subsidiaries and BancGroup on a consolidated basis as of December 31,
1996.
COLONIAL BANK COLONIAL BANK COLONIAL BANK COLONIAL BANCGROUP
COLONIAL BANK TENNESSEE GEORGIA FLORIDA CONSOLIDATED(1)
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(DOLLARS IN THOUSANDS)
Banking Offices............. 110 3 11 11 135
Employees................... 1,855 40 111 117 2,123
Percent of Ownership by
BancGroup................. 100% 100% 100% 100%
Loans net of unearned
income.................... $3,049,893 $64,168 $384,554 $181,800 $3,680,415
Mortgage Loans Held For
Sale...................... 157,433 -- -- -- 157,433
Investment Securities....... 245,375 19,416 11,009 -- 275,800
Securities Available For
Sale...................... 262,093 831 22,297 21,614 306,835
Total Assets................ 4,156,165 97,744 485,856 291,072 4,870,332
Deposits.................... 2,915,710 86,137 320,458 267,148 3,583,669
Shareholder's Equity........ 287,433 9,547 40,144 20,892 343,182
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(1) All material inter-company balances have been eliminated in consolidation.
On January 15, 1997, BancGroup's Board of Directors declared a two-for-one
stock split which was effected in the form of a 100 percent stock dividend
distributed on February 11, 1997. The stated par value of each share was not
changed from $2.50. Accordingly, all prior period information has been restated
to reflect the reclassification from additional paid in capital to common stock.
Additionally, all share and per share amounts in earnings per share calculations
have been restated to retroactively reflect the stock split.
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 (35%) and residential real estate loans (46%), 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, Georgia and Florida and
are dependent upon economic conditions in those states. The Alabama economy
experiences a generally slow but steady rate of growth, while Georgia and
Florida are experiencing higher rates of growth. 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 estate. 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 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.
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- - 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.
BancGroup's subsidiary banks (the "Subsidiary Banks") are subject to
supervision and examination by applicable federal and state banking agencies.
The deposits of the Subsidiary 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 of the Subsidiary
Banks. Moreover, the FDIC may terminate deposit insurance of the Subsidiary
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
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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 (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 Subsidiary Banks are
subject to numerous insider transactions restrictions, including limits on the
amount and terms of transactions involving the Subsidiary 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 Subsidiary 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 Subsidiary
Banks' relationships with their customers.
The federal banking agencies have broad enforcement powers over depository
institutions, including the power to terminate deposit insurance, to impose
fines and other civil and criminal penalties, and to appoint a conservator or
receiver if any of a number of conditions are met. The Federal Reserve has broad
enforcement powers over bank holding companies, including the power to impose
substantial fines and civil penalties.
The Budget Reconciliation Act of 1995 ("Budget Act") originally passed by
Congress contained a provision which directed the FDIC to set a one-time special
assessment on deposits insured by the Savings Association Insurance Fund
("SAIF") which would be in an amount sufficient to recapitalize the SAIF. This
legislation approving the one-time special assessment to recapitalize SAIF
resulted in $3,817,000 in expense before income taxes in 1996. This
recapitalization allows a reduction in the 1996 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.
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PAYMENT OF DIVIDENDS AND OTHER RESTRICTIONS
BancGroup is a legal entity separate and distinct from its subsidiaries,
including the Subsidiary Banks. There are various legal and regulatory
limitations on the extent to which BancGroup's subsidiaries, including the
Subsidiary Banks, can finance or otherwise supply funds to BancGroup.
The principal source of BancGroup's cash revenues is dividends from its
subsidiaries and there are certain legal restrictions under federal and state
law on the payment of dividends by such subsidiaries. The relevant regulatory
agencies also have authority to prohibit a bank holding company from engaging in
what, in the opinion of such regulatory body, constitutes an unsafe or unsound
practice in conducting its business. The payment of dividends could, depending
upon the financial condition of the subsidiary, be deemed to constitute such an
unsafe or unsound practice.
In addition, the Subsidiary Banks and their subsidiaries are subject to
limitations under Section 23A of the Federal Reserve Act with respect to
extensions of credit to, investments in, and certain other transactions with,
BancGroup and its other subsidiaries. Furthermore, loans and extensions of
credit are also subject to various collateral requirements.
CAPITAL ADEQUACY
The federal bank regulatory agencies have adopted minimum risk-based and
leverage capital guidelines for United States banking organizations. The minimum
required risk-based capital to risk-weighted assets (including certain
off-balance-sheet items, such as standby letters of credit) is 8%, of which 4%
must consist of Tier 1 capital. As of December 31, 1996, BancGroup's total
risk-based capital ratio was 10.46%, including 9.00% of Tier 1 capital. The
minimum required leverage capital ratio (Tier 1 capital to average total assets)
is 3% for banking organizations that meet certain specified criteria, including
that they have the highest regulatory rating. A higher leverage ratio may apply
under certain circumstances. As of December 31, 1996, BancGroup's leverage
capital ratio was 6.65%.
Failure to meet capital guidelines can subject a banking organization to a
variety of enforcement remedies, including additional substantial restrictions
on its operations and activities, termination of deposit insurance by the FDIC,
and under certain conditions the appointment of a receiver or conservator.
Federal banking statutes establish five capital categories for depository
institutions ("well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized" and "critically undercapitalized"), and impose
significant restrictions on the operations of an institution that is not at
least adequately capitalized. Under certain circumstances, an institution may be
downgraded to a category lower than that warranted by its capital levels, and
subjected to the supervisory restrictions applicable to institutions in the
lower capital category.
An undercapitalized depository institution is subject to restrictions in a
number of areas, including capital distributions, payments of management fees,
and expansion. In addition, an undercapitalized depository institution is
required to submit a capital restoration plan. A depository institution's
holding company must guarantee the capital plan up to an amount equal to the
lesser of 5% of the depository institution's assets at the time it becomes
undercapitalized or the amount needed to restore the capital of the institution
to the levels required for the institution to be classified as adequately
capitalized at the time the institution fails to comply with the plan. A
depository institution is treated as if it is significantly undercapitalized if
it fails in any material respect to implement a capital restoration plan.
Significantly undercapitalized depository institutions may be subject to a
number of additional significant requirements and restrictions, including
requirements to sell sufficient voting stock to become adequately capitalized,
to improve management, to restrict asset growth, to prohibit acceptance of
correspondent bank deposits, to restrict senior executive compensation and to
limit transactions with affiliates. Critically undercapitalized depository
institutions are further subject to restrictions on paying principal or interest
on subordinated debt, making investments, expanding, acquiring or selling
assets, extending credit for highly-leveraged transactions, paying excessive
compensation, amending their charters or bylaws and making any
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material changes in accounting methods. In general, a receiver or conservator
must be appointed for a depository institution within 90 days after the
institution is deemed to be critically undercapitalized.
SUPPORT OF SUBSIDIARY BANKS
Under Federal Reserve Board policy, BancGroup is expected to act as a
source of financial strength to, and to commit resources to support, each of the
Subsidiary Banks. This support may be required at times when, absent such
Federal Reserve Board policy, BancGroup may not be inclined to provide it. In
the event of a bank holding company's bankruptcy, any commitment by the bank
holding company to a federal bank regulatory agency to maintain the capital of a
subsidiary bank will be assumed by the bankruptcy trustee and entitled to a
priority of payment.
FDIC INSURANCE ASSESSMENTS
The Subsidiary Banks are subject to FDIC deposit insurance assessments. The
FDIC applies a risk-based assessment system that will place each financial
institution in one of nine risk categories with premium rates, based on capital
levels and supervisory criteria, ranging from 0.00% to 0.27% of deposits. The
FDIC has the authority to raise or lower assessment rates on insured deposits in
order to achieve certain designated reserve ratios in the deposit insurance
funds.
It should be noted that supervision, regulation, and examination of
BancGroup and the Subsidiary Banks are intended primarily for the protection of
depositors, not security holders.
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, 1996, at pages 18 through 41 under the captions
"Selected Financial Data, Selected Quarterly Data 1996-1995" 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.
Colonial Bank in Tennessee has principal offices located in Ardmore,
Tennessee, in a building owned by the bank.
In Alabama, 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 in Georgia has principal offices located in Dunwoody,
Georgia, in a building owned by the bank.
Colonial Bank in Florida has principal offices located in Orlando, Florida,
on the first and seventh floors of a building leased from Associated Capital
Properties.
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As of December 31, 1996, bank subsidiaries of BancGroup owned 98 and leased
37 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.
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 64 of the Annual Report to Shareholders for the year ended December 31,
1996, and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
"Selected Financial Data" and "Selected Quarterly Financial Data 1996-1995"
on pages 18 through 20 of the Annual Report to Shareholders for the year ended
December 31, 1996 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 21 through 41 of the Annual Report to Shareholders for the
year ended December 31, 1996 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 1996 at pages 42 through 63 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 14, 1997, for its 1997
annual meeting of shareholders under the captions "Election of Directors" and
"Section 16 (a) Beneficial Ownership Reporting and Compliance," and is
incorporated herein by reference.
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EXECUTIVE OFFICERS OF THE REGISTRANT
NAME, AGE AND YEAR BECAME PRESENT AND PRINCIPAL OCCUPATION FOR
EXECUTIVE OFFICER PRESENT POSITION WITH BANCGROUP THE LAST FIVE YEARS
- ------------------------- ------------------------------- ------------------------------------
Robert E. Lowder......... Chairman of the Board, Chief Chairman of the Board, Chief
54, 1981 Executive Officer and President, Executive Officer and President,
BancGroup; Chairman of the BancGroup; Chairman of the Board,
Board, Chief Executive Officer Chief Executive Officer and
and President, Colonial Bank in President, Colonial Bank in
Alabama; Chairman of the Board, Alabama; Chairman of the Board,
Colonial Bank in Georgia; Colonial Bank in Georgia; Chairman
Chairman of the Board, Colonial of the Board, Colonial Mortgage
Bank in Florida; Chairman of the Co.; Chairman of the Board and
Board, Colonial Mortgage Co., President, Colonial Broadcasting
Montgomery Company, Montgomery
Young J. Boozer, III..... Executive Vice President -- Executive Vice President --
47, 1986 Investments Investments, BancGroup, Montgomery
W. Flake Oakley, IV...... Executive Vice President, Chief Chief Financial Officer, Secretary
43, 1988 Financial Officer, Treasurer and and Treasurer, BancGroup, since June
Secretary 1991; Chief Financial Officer and
Treasurer since October, 1990;
Senior Vice President and
Controller from April 1989 to
October 1990, BancGroup,
Montgomery
Michelle Condon.......... Executive Vice President -- Retail Executive Vice President -- Retail
42, 1995 Banking Banking, BancGroup since October
1995; Colonial Bank -- Vice
President, Budgeting & Planning,
Colonial Bank 1990 to 1995,
Montgomery
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is contained in BancGroup's proxy
statement dated March 14, 1997 for its 1997 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 14, 1997, for its 1997 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 14, 1997, for its 1997 annual meeting of shareholders
under the captions "Compensation Committee Interlocks and Insider Participation"
and "Executive Compensation" and is incorporated herein by reference.
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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, 1996;
Consolidated Statements of Condition as of December 31, 1996 and 1995.
Consolidated Statements of Income for the years ended December 31, 1996,
1995 and 1994.
Consolidated Statements of Changes in Shareholders' Equity for the years
ended December 31, 1996, 1995 and 1994.
Consolidated Statements of Cash Flows for the years ended December 31,
1996, 1995 and 1994.
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.
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) -- All instruments defining the rights of holders of long-term
debt of the Corporation and its subsidiaries. Not filed
pursuant to clause 4(iii) of Item 601(b) of Regulation 8-K;
to be furnished upon request of the Commission.
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.
9
11
EXHIBITS AND DESCRIPTION
------------------------
(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) -- Amended and Restated Loan Agreement by and between the
Registrant and SunTrust Bank, Central Florida, National
Association, dated December 20, 1996, filed as Exhibit
10(B)(2) to the Registrant's Registration Statement on Form
S-4, Registration No. 333-20291, 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.
(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 Jefferson Bancorp, Inc., dated as of October 25,
1996, included as Appendix A to the Prospectus in
Registrant's Regulation Statement as Form S-4, Registration
No. 333-16481, 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 1996 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 filed as Exhibit 24 to the Registrant's
Registration Statement on Form S-4, Registration No.
333-20291, and incorporated herein by reference.
(b)(1) Registrant's Current Report on Form 8-K/A dated October 9, 1996, and
incorporated herein by reference, giving retroactive effect to the July
3, 1996 combinations with Commercial Bancorp of Georgia, Inc. and
Southern Banking Corporation.
10
12
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 27th day of March, 1997.
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 **
- ------------------------------------------------
J. Donald Prewitt
* 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 27, 1997
12
14
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) -- All instruments defining the rights of holders of long-term
debt of the Corporation and its subsidiaries. Not filed
pursuant to clause 4(iii) of Item 601(b) of Regulation
8-K; to be furnished upon request of the Commission.......
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) -- Amended and Restated Loan Agreement by and between the
Registrant and SunTrust Bank, Central Florida, National
Association, dated December 20, 1996, filed as Exhibit
10(B)(2) to the Registrant's Registration Statement on
Form S-4, Registration No. 333-20291, and incorporated
herein by reference.......................................
13
15
(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 Jefferson Bancorp, Inc., dated as of October 25,
1996, included as Appendix A to the Prospectus in
Registrant's Registration Statement as Form S-4,
Registration No. 333-16481, 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 1996 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 filed as Exhibit 24 to the Registrant's
Registration Statement on Form S-4, Registration No.
333-20291, and incorporated herein by reference...........
(b)(1) Registrant's Current Report on Form 8/K-A dated October 9, 1996, and
incorporated herein by reference, giving retroactive effect to the July
3, 1996 combinations with Commercial Bancorp of Georgia, Inc. and
Southern Banking Corporation
14
16
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS TO FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
COMMISSION FILE NO. 1-13508
THE COLONIAL BANCGROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)