Registration No. _____________
As filed with the Securities and Exchange Commission on March 21, 2002.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE COLONIAL BANCGROUP, INC. COLONIAL CAPITAL TRUST III
(Exact Name of Registrant as (Exact Name of Registrant as
Specified in its Charter) Specified in its Charter)
DELAWARE DELAWARE
(State of Incorporation) (State of Organization)
63-0661573 27-6000326
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
One Commerce Street, Suite 800
Montgomery, Alabama 36104
(Address of Principal Executive Offices of Each Registrant)
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If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A (c), please check Instruction A (d), please check
the following box. [X] the following box. [_]
Security Act registration statement file numbers to which this form relates:
333-83390 and 333-83390-01.
Securities to be registered pursuant to 12(b) of the Act:
Title of Each Class to be so Registered Name of Each Exchange on Which Each
--------------------------------------- Class is to be Registered
Trust Preferred Securities -------------------------
(and the Guarantee with respect thereto) New York Stock Exchange, Inc.
Securities to be registered pursuant to 12(g) of the Act: None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
The classes of securities registered hereby consist of (i) the Trust
Preferred Securities (the "Trust Preferred Securities") representing preferred
undivided beneficial interests in the assets of Colonial Capital Trust III, a
statutory business trust formed under the laws of the State of Delaware (the
"Trust") and (ii) the Trust Preferred Securities Guarantee with respect thereto
(the "Guarantee") by The Colonial BancGroup, Inc. (the "Company").
For a description of the Trust Preferred Securities and the Guarantee,
reference is made to the information set forth under the headings: (a)
"Description of Preferred Securities" and "Description of Preferred Securities
Guarantees" in the prospectus relating to the Trust Preferred Securities and the
Guarantee contained in the Registration Statement on Form S-3 (Registration Nos.
333-83390 and 333-83390-01) filed with the Securities and Exchange Commission
(the "Commission") on February 26, 2002, and amended by Pre-Effective Amendment
No. 1 filed with Commission on March 11, 2002, under the Securities Act of 1933,
as amended (the "Act") (such Registration Statement being hereinafter referred
to as the "Registration Statement"), and (b) "Description of the Preferred
Securities" and "Description of the Preferred Securities Guarantee" in the final
prospectus which was filed pursuant to Rule 424(b) of the Act on March 18, 2002.
The above mentioned descriptions contained in the Registration Statement and the
prospectus are incorporated herein by reference.
Item 2. Exhibits
2.1 Registration Statement (see Item 1 above).
2.2 Certificate of Trust of the Trust (incorporated by reference to Exhibit
4.4 to the Registration Statement).
2.3 Declaration of Trust of the Trust (incorporated by reference to Exhibit
4.5 to the Registration Statement).
2.4 Form of Amended and Restated Declaration of Trust of the Trust to be
used in connection with the issuance of the Trust Preferred Securities
(incorporated by reference to Exhibit 4.6 to the Registration
Statement).
2.5 Form of Preferred Securities Guarantee Agreement, including the form of
Guarantee (incorporated by reference to Exhibit 4.9 to the Registration
Statement).
2.6 Indenture between the Company and The Bank of New York, as trustee (the
"Trustee") (incorporated by reference to Exhibit 4.1 to the
Registration Statement.
2.7 Form of Supplemental Indenture between the Company and the Trustee
(incorporated by reference to Exhibit 4.2 to the Registration
Statement).
2.8 Form of Trust Preferred Security (included in Exhibit 4.7 to the
Registration Statement and incorporated by reference herein).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
THE COLONIAL BANCGROUP, INC.
/s/ W. Flake Oakley
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By: W. Flake Oakley
Its: Chief Financial Officer
COLONIAL CAPITAL TRUST III
By: The Colonial BancGroup, Inc.,
as sponsor
/s/ W. Flake Oakley
-----------------------------------
By: W. Flake Oakley
Its: Chief Financial Officer
Date: March 21, 2002
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EXHIBIT INDEX
Exhibit
Number Description
2.1 Registration Statement (see Item 1 above).
2.2 Certificate of Trust of the Trust (incorporated by reference to Exhibit
4.4 to the Registration Statement).
2.3 Declaration of Trust of the Trust (incorporated by reference to Exhibit
4.5 to the Registration Statement).
2.4 Form of Amended and Restated Declaration of Trust of the Trust to be
used in connection with the issuance of the Trust Preferred Securities
(incorporated by reference to Exhibit 4.6 to the Registration
Statement).
2.5 Form of Preferred Securities Guarantee Agreement, including the form of
Guarantee (incorporated by reference to Exhibit 4.9 to the Registration
Statement).
2.6 Indenture between the Company and The Bank of New York, as trustee (the
"Trustee") (incorporated by reference to Exhibit 4.1 to the
Registration Statement.
2.7 Form of Supplemental Indenture between the Company and the Trustee
(incorporated by reference to Exhibit 4.2 to the Registration
Statement).
2.8 Form of Trust Preferred Security (included in Exhibit 4.7 to the
Registration Statement and incorporated by reference herein).
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