Form 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported September 8, 2006): September 11, 2006

 

 

THE COLONIAL BANCGROUP, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE   1-13508   63-0661573

(State or other jurisdiction of

incorporation or organization)

   (Commission File Number)   (I.R.S. Employer Identification No.)

 

One Commerce Street

Montgomery, Alabama 36104

(Address of principal executive offices)

 

(334) 240-5000

(Registrant’s telephone number)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 7.01 Regulation FD Disclosure.

 

The Colonial BancGroup, Inc. (“BancGroup”) is furnishing this Current Report on Form 8-K in connection with its September 8, 2006 authorization of certain BancGroup Officers (“Authorized Officers”) to purchase shares of BancGroup Common Stock not to exceed $100,000,000 (the “Program”). The authorization of the Program was granted due to favorable market conditions and is expected to be accomplished in one or more block purchases, on the open market or otherwise at such price and on such other terms as the Authorized Officers deem to be in the best interest of BancGroup. The Program is in addition to the stock repurchase program announced on July 21, 2006. It is anticipated that the Program will utilize the safe harbor provided by Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. In the event the Authorized Officers determine that circumstances arise, including but not limited to, changes in market conditions, an unexpected need for capital, or any other events, then the Authorized Officers are authorized to elect on behalf of BancGroup not to proceed with the Program. The Program shall terminate on the earlier of its completion or September 8, 2008.

 

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This report includes “forward-looking statements” within the meaning of the federal securities laws. Words such as “believes,” “estimates,” “plans,” “expects,” “should,” “may,” “might,” “outlook,” and “anticipates,” and similar expressions, as they relate to BancGroup including its subsidiaries or its management), are intended to identify forward-looking statements. The forward-looking statements in this report are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements. In addition to factors mentioned elsewhere in this report or previously disclosed in BancGroup’s SEC reports (accessible on the SEC’s website at www.sec.gov or on BancGroup’s website at www.colonialbank.com), the following factors among others, could cause actual results to differ materially from forward-looking statements and future results could differ materially from historical performance. These factors are not exclusive:

 

  •   deposit attrition, customer loss, or revenue loss in the ordinary course of business;

 

  •   changes in the market conditions with respect to the common stock of BancGroup;

 

  •   increases in competitive pressure in the banking industry;

 

  •   costs or difficulties related to the integration of the businesses of BancGroup and institutions it acquires are greater than expected;

 

  •   the inability of BancGroup to realize elements of its strategic plans for 2006 and beyond;

 

  •   changes in the interest rate environment which expand or reduce margins or adversely affect critical estimates as applied and projected returns on investments;

 

  •   economic conditions affecting real estate values and transactions in BancGroup’s market and/or general economic conditions, either nationally or regionally, that are less favorable then expected;

 

  •   natural disasters in BancGroup’s primary market areas result in prolonged business disruption or materially impair the value of collateral securing loans;

 

  •   management’s assumptions and estimates underlying critical accounting policies prove to be inadequate or materially incorrect or are not borne out by subsequent events;

 

  •   strategies to manage interest rate risk may yield results other than those anticipated;

 

  •   changes which may occur in the regulatory environment;

 

  •   a significant rate of inflation (deflation);

 

  •   acts of terrorism or war; and

 

  •   changes in the securities markets.

 

Many of these factors are beyond BancGroup’s control. The reader is cautioned not to place undue reliance on any forward looking statements made by or on behalf of BancGroup. Any such statement speaks only as of the date the statement was made or as of such date that may be referenced within the statement. BancGroup does not undertake any obligation to update or revise any forward-looking statements.

 

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SIGNATURE

 

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

 

THE COLONIAL BANCGROUP, INC

By   /s/    SARAH H. MOORE        
    Sarah H. Moore
   

Senior Executive Vice President

and Chief Financial Officer

 

Date: September 11, 2006

 

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