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 November 25, 2008): December 2, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Caryn Cope Hughes, the Chief Credit Officer of The Colonial BancGroup, Inc., submitted her resignation effective December 1, 2008. Effective the same date, Ms. Hughes resigned from all other positions held with BancGroup, Colonial Bank and all subsidiaries.

 

On November 25, 2008, Deborah L. Linden resigned as a director of The Colonial BancGroup, Inc. Ms. Linden’s resignation was not the result of any disagreement between the Company and Ms. Linden concerning any matters relating to the Company’s operations, policies or practices. A copy of Ms. Linden’s resignation is attached hereto as Exhibit 99.1. Ms. Linden will continue in her role as a director on Colonial Bank’s Regional Board of Directors for the Central Florida Region.

 

The Company does not anticipate filling the vacancy on the board caused by Ms. Linden’s resignation at this time. Giving effect to Ms. Linden’s resignation, there will be 15 remaining members on the Company’s Board of Directors.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.


  

Exhibit


99.1    A copy of the written resignation of Deborah L. Linden, as a director of Colonial BancGroup.


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 and 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 and the impact of our results of operations 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 or take longer to recover than 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;

 

   

continued or sustained deterioration of market and economic conditions or business performance could increase the likelihood that we would have to record a significant goodwill impairment charge;

 

   

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/    T. BRENT HICKS        
    T. Brent Hicks
   

Chief Accounting Officer

 

Date: December 2, 2008

 

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