Form 8-K














Date of Report (Date of earliest event reported): January 23, 2007




(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) 240-5000

(Registrant’s telephone number)


One Commerce Street

Montgomery, Alabama 36104

(Former name or former address, if changed since last report)



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):


x 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  8.01 Other Events


As of January 23, 2007, The Colonial BancGroup, Inc. (“Colonial”) and Commercial Bankshares, Inc. (“Commercial”) entered into an Agreement and Plan of Merger whereby Commercial would be merged into Colonial. Based upon the closing price of Colonial’s common stock on January 22, 2007, the transaction has an aggregate value of $317 million, and a value per Commercial share of $49.36. Colonial has agreed to indemnify certain officers and directors of Commercial for a period of time after the closing. The proposed transaction is subject to customary closing conditions, including receipt of all necessary regulatory approvals and the approval of Commercial shareholders. The transaction is described in greater detail in a press release, which is attached hereto as Exhibit 99.1. Additionally, Colonial’s related presentation materials are attached hereto as Exhibit 99.2.


Neither this report nor any exhibit hereto constitutes an offer to sell any securities. The shareholders of Commercial Bankshares, Inc. shall receive and are urged to read the Prospectus-Proxy Statement that will be filed with the Securities and Exchange Commission as it will contain information that will be important to their investment decision. After they are filed with the SEC, these documents shall also be available at the SEC’s website at


Item 9.01 Financial Statements and Exhibits.


The following exhibits are included in this Current Report on Form 8-K:


Exhibit No.



99.1    Press Release, dated January 23, 2007, issued by Colonial BancGroup.
99.2    Presentation materials to be used in connection with Colonial BancGroup’s conference call to be held on January 23, 2007.

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 or on BancGroup’s website at, 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 2007 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;


    the impact of recent and future federal and state regulatory changes;


    current or 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);


    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.





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.



By   /s/    T. BRENT HICKS        
    T. Brent Hicks

Chief Accounting Officer


Date: January 23, 2007