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): October 22, 2008
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.) |
100 Colonial Bank Blvd.
Montgomery, Alabama 36117
(Address of principal executive offices)
(334) 676-5000
(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 2.02 | Results of Operations and Financial Condition. |
| Item 7.01 | Regulation FD Disclosure. |
Information regarding the registrant’s earnings results for the quarter ended September 30, 2008 is furnished herein pursuant to Item 2.02 of this Current Report and as Regulation FD Disclosure and is attached hereto as Exhibit 99.1 and 99.2 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are furnished as Regulation FD Disclosure to this Current Report on Form 8-K:
| Exhibit No. |
Exhibit | |
| 99.1 | Press Release Announcing Third Quarter Earnings. | |
| 99.2 | Presentation materials to be used in connection with Colonial BancGroup’s conference call to be held on October 22, 2008. | |
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,” “potential” and “anticipates,” the negative of these terms and similar expressions, as they relate to The Colonial BancGroup, Inc. (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 such 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:
| • | losses to our loan portfolio are greater than estimated or expected; |
| • | an inability to raise additional capital on terms and conditions that are satisfactory; |
| • | the impact of current economic conditions on our ability to borrow additional funds to meet our liquidity needs; |
| • | 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; |
| • | changes in the interest rate environment which expand or reduce margins or adversely affect critical estimates as applied, projected returns on investments, and fair values of assets; |
| • | deposit attrition, customer loss, or revenue loss in the ordinary course of business; |
| • | increases in competitive pressure in the banking industry and from non-banks; |
| • | 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 2008 and beyond; |
| • | 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; |
| • | the impact of recent and future federal and state regulatory changes; |
| • | current and future litigation, regulatory investigations, proceedings or inquiries; |
| • | 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); |
| • | unanticipated litigation or claims; |
| • | 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: October 22, 2008
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