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): April 19, 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, including area code)

 

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:

 

¨ 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 1.01 Entry into a Material Definitive Agreement.

On April 19, 2006, the Board of Directors of The Colonial BancGroup, Inc. (the “Company”) approved the 2006 Management Team Incentive Plan (MTIP). The MTIP is intended to provide cash awards to eligible employees for their contribution towards the success of the Company and to encourage and reward the attainment of established corporate and individual goals. Corporate goals for 2006 have been defined as diluted earnings per share and revenue growth. Individual goals are established by the participant’s manager.

Parties to the agreement include the following executive officers:

 

  •   Sarah H. Moore, Senior Executive Vice President and Chief Financial Officer

 

  •   Caryn D. Cope, Senior Executive Vice President and Chief Credit Officer

 

  •   Patti G. Hill, Senior Executive Vice President and Chief Operating Officer

 

  •   Linda L. Green, Executive Vice President Wealth Management; Chief Executive Officer and President of Colonial Brokerage, Inc.

 

  •   David B. Byrne, Jr., Executive Vice President and General Counsel

On April 19, 2006, the Company entered into or renewed a Director Indemnification Agreement with each member of the Board of Directors whereby said Director is held harmless and indemnified, as permitted by law, against any and all expenses reasonably incurred by the Director in the course of performing his/her duties for the Company.

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.  

Exhibit

                                   
10.1   Colonial Bank Management Team Incentive Plan
10.2   Form of Director Indemnification Agreement

This release 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 these reports 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;

 

  •   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/    T. BRENT HICKS        
  T. Brent Hicks
  Chief Accounting Officer

Date: April 25, 2006

 

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