Edgar Filing: COLONIAL BANCGROUP INC

As filed with the Securities and Exchange Commission on August 21, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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THE COLONIAL BANCGROUP, INC.
(Exact name of Registrant as specified in its charter)

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Delaware 6711 63-0661573
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)

One Commerce Street, Suite 800
Montgomery, Alabama 36104 (334) 240-5000
(Address of principal executive offices) (Telephone No.)

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William A. McCrary
Senior Counsel
Post Office Box 1108
Montgomery, Alabama 36101-1108
(Name and address of agent for service)

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Copies to:
Willard H. Henson
Miller, Hamilton, Snider & Odom, L.L.C.
One Commerce Street, Suite 305
Montgomery, Alabama 36104
Telephone: 334-834-5550
Facsimile: 334-265-4533

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [_]

If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]

CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Proposed Maximum Aggregate
Title of Shares Amount to Offering Price Offering Amount of
to Be Registered Be Registered Per Share(1) Price(1) Registration Fee
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Common Stock ($2.50 par
value)................ 1,089,517 $14.65 $15,961,424 $3990.35
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(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 based on
the average of the high and low sales prices of the common stock as
reported on the New York Stock Exchange on August 15, 2001 solely for the
purpose of calculating the registration fee.

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The Registrant hereby amends this Registration Statement on each such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.

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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and we are not soliciting an offer to buy +
+these securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
(Subject to Completion)
Dated , 2001

PROSPECTUS
Shares

[The Colonial BancGroup, Inc. logo]

Common Stock

-----------

We are offering up to shares of our common stock, par value $2.50 per
share, at a price of $ per share. We will receive all of the net proceeds
from the sale of these shares. Our common stock is listed on the New York Stock
Exchange under the trading symbol "CNB". On August , 2001, the last reported
sale price of our common stock on the New York Stock Exchange was $ per
share.

-----------

Per Share Total
--------- -----

Public offering price.................................
Proceeds, before expenses, to us......................

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

The date of this prospectus is , 2001.

TABLE OF CONTENTS

Page
----

A WARNING ABOUT FORWARD-LOOKING STATEMENTS................................. 1
GENERAL.................................................................... 2
USE OF PROCEEDS............................................................ 6
DETERMINATION OF OFFERING PRICE............................................ 6
PLAN OF DISTRIBUTION....................................................... 6
LEGAL MATTERS.............................................................. 6
EXPERTS.................................................................... 6
WHERE YOU CAN FIND MORE INFORMATION........................................ 7

A WARNING ABOUT FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this document and in our public
documents to which we refer. When we use words such as "anticipate," "believe,"
"estimate," "may," "intend," "expect," "will," "should," "seeks" or other
similar expressions we refer to events or conditions subject to risks and
uncertainties. When considering those forward-looking statements, you should
keep in mind the risks, uncertainties and other cautionary statements made in
this prospectus. You should not place undue reliance on any forward-looking
statement, which speaks only as of the date made. In addition to the risks
identified below, you should refer to our public documents for specific risks
which could cause actual results to be significantly different from those
expressed or implied by those forward-looking statements. Some factors which
may affect the accuracy of the forward-looking statements apply generally to
the financial services or real estate industries, while other factors apply
directly to us. Any number of important factors which could cause actual
results to differ materially from those in the forward-looking statements
include, but are not limited to: (i) deposit attrition, customer loss, or
revenue loss in the ordinary course of business; (ii) increases in competitive
pressure in the banking industry; (iii) changes in the interest rate
environment which reduce margins; (iv) general economic conditions, either
nationally or regionally, that are less favorable than expected, resulting in,
among other things, a deterioration in credit quality, (v) changes which may
occur in the regulatory environment; (vi) a significant rate of inflation or
deflation; and (vii) changes in the securities markets.

Many of these factors are beyond our control and beyond the control of
Colonial Bank. For a discussion of factors that could cause actual results to
differ, please see the discussions in the sections entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
our Annual Report on Form 10-K for the year ended December 31, 2000 and our
Quarterly Reports on Form 10-Q for the periods ended March 31, 2001 and June
30, 2001.

GENERAL

In this prospectus, when we refer to "Colonial BancGroup," the "Company,"
"we," or "our", we are referring to The Colonial BancGroup, Inc., a Delaware
corporation, and all of its subsidiaries. When we refer to "Colonial," or the
"Bank" in this prospectus, we are referring to Colonial Bank, an Alabama
banking corporation.

The Company

We are a Delaware corporation organized in 1974 as a bank holding company
under the Bank Holding Act of 1956, as amended. Through our wholly-owned
subsidiary, Colonial Bank, we conduct a general commercial banking business in
the states of Alabama, Florida, Georgia, Nevada, Tennessee and Texas. At
June 30, 2001, we had assets of $12.3 billion.

Our principal activity is to supervise and coordinate the business of our
subsidiaries and to provide them with capital and services. We derive
substantially all of our income from dividends received from Colonial Bank.
Various statutory provisions and regulatory policies limit the amount of
dividends Colonial Bank may pay us without regulatory approval. In addition,
federal statutes restrict the ability of Colonial Bank to make loans to us.

As of June 30, 2001 Colonial Bank had a total of 243 branches, with 117
branches in Alabama, 89 branches in Florida, 22 branches in Georgia, two
branches in Tennessee, three branches in Texas and ten branches in Nevada.
Colonial Bank conducts a general commercial banking business in its respective
service areas. Colonial Bank offers a variety of demand, savings and time
deposit products as well as extensions of credit through personal, commercial
and mortgage loans within each of its market areas. Colonial Bank also provides
additional services to its markets through cash management services, electronic
banking services, credit card and merchant services and wealth management
services. Wealth management services include trust services and the sales of
various types of investment products such as mutual funds, annuities, stocks,
municipal bonds and U.S. government securities.

The mailing address and telephone number of our principal executive
offices are as follows:

The Colonial BancGroup, Inc.
Post Office Box 1108
Montgomery, Alabama 36101-1108
(334) 240-5000

The Offering

Common Stock offered...... up to shares of common stock
Voting Rights............. Holders of common stock are entitled to one vote per share
and the common stock possesses in the aggregate 100% of
the total voting power of our common stock.
Use of Proceeds........... We intend to use the net proceeds of this offering for
general corporate purposes.
Common Stock NYSE Symbol.. "CNB"

Price Range of Common Stock and Dividends

Our common stock is listed on the New York Stock Exchange under the
symbol "CNB." The following tables set forth, for the indicated periods, the
high and low sale prices for our common stock as reported by the New York Stock
Exchange and the cash dividends declared per share of our common stock for the
indicated periods. The stock prices do not include retail mark-ups, mark-downs
or commissions.

Common Stock
------------------------------
Price Range Cash Dividends
--------------- Paid Per
High Low Share
------- ------- --------------

1999
First Quarter.............................. $12.563 $11.375 $.095
Second Quarter............................. 13.938 11.188 .095
Third Quarter.............................. 15.000 10.375 .095
Fourth Quarter............................. 12.938 10.188 .095
-----
1999 Total............................... $.380
=====
2000
First Quarter.............................. $10.750 $ 8.625 $.110
Second Quarter............................. 11.250 9.000 .110
Third Quarter.............................. 10.750 9.688 .110
Fourth Quarter............................. 11.125 8.313 .110
-----
2000 Total............................... $.440
=====
2001
First Quarter.............................. $13.120 $10.750 $.120
Second Quarter............................. 14.750 12.05 .120
Third Quarter (through August 17, 2001).... 14.94 14.05 .120
-----
2001 Total through August 17, 2001....... $.360
=====

On , 2001, the closing sale price of our common stock as reported on
the New York Stock Exchange was $ per share. We currently intend to declare
and pay regular quarterly cash dividends on our common stock.

Our ability to pay dividends is restricted by certain regulations of the
Federal Reserve as well as certain covenant restrictions contained in the
indentures and loan agreements that govern the terms of our debt. A description
of the regulatory framework in which we operate is provided in our Annual
Report on Form 10-K for the year ended December 31, 2000 under the caption
"Certain Regulatory Considerations" on page 2.

Capitalization

The following table sets forth our capitalization on an actual basis at
June 30, 2001 and on an adjusted basis to reflect the sale of the 1,089,517
shares of Common Stock to be sold by us in this offering (after deducting
estimated offering expenses). You should read the information in the following
table in conjunction with our consolidated financial statements and related
notes thereto contained in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2000 and in our Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 2001 and June 30, 2001 which are incorporated
in this prospectus by reference.

As of June 30, 2001
-------------------------
Actual As Adjusted
----------- ------------
(Dollars in thousands)
(Unaudited)

Short-Term Borrowings:
Fed Funds & Repos................................... $ 1,309,765 $ 1,309,765
FHLB................................................ 200,530 200,530
----------- -----------
Total Short-Term Borrowings.......................... 1,510,295 1,510,295
----------- -----------
Long-Term Debt:
FHLB................................................ 1,121,718 1,121,718
Subordinated Debt................................... 256,061 256,061
Jr. Subordinated Debt............................... 70,000 70,000
Convertible Debentures.............................. 3,998 3,998
Other............................................... 88,063 88,063
----------- -----------
Total Long-Term Debt................................. 1,539,840 1,539,840
----------- -----------
Shareholders' Equity:
Common Stock, $2.50 par value; 200,000,000
authorized; 113,090,845 shares issued.............. 282,727 282,727
Treasury Stock, 2,376,746 shares held at June 30,
2001, 1,287,229 as adjusted, respectively.......... (22,571) (12,585)
Additional Paid in Capital.......................... 119,731 125,783
Retained Earnings................................... 422,459 422,459
Unearned Compensation............................... (4,027) (4,027)
Unrealized gain/loss on securities available for
sale, net of taxes................................. 7,485 7,485
----------- -----------
Total Shareholders' Equity........................... 805,804 821,842
----------- -----------
Total Capitalization................................. $3,855,939 $3,871,977
=========== ===========

This table is based on shares outstanding at June 30, 2001 and does not
include 3,202,372 shares of common stock issuable upon exercise of outstanding
options and 412,178 shares of common stock issuable upon conversion of our
outstanding 7.5% Convertible Subordinated Debentures due 2011 which are
convertible at $7.00 per share and 151,056 shares of common stock issuable upon
conversion of our 7.0% convertible Subordinated Debentures due 2004 which are
convertible at $7.58 per share.

Management

Certain information regarding security ownership of management, the
biographies of the directors and executive officers of BancGroup, executive
compensation and related party transactions is included in (i) BancGroup's
Annual Report on Form 10-K for the fiscal year ending December 31, 2000, at
item 10, and (ii) BancGroup's Proxy Statement for its 2001 Annual Meeting under
the headings "Voting Securities and Principal Stockholders", "Election of
Directors," "Section 16(a) Beneficial Ownership Reporting Compliance,"
"Compensation Committee Interlocks and Insider Participation," "Executive
Compensation," and "Executive Compensation Committee Report" at pages 2-15.
BancGroup hereby incorporates such information by reference.

Description of Capital Stock

Our authorized capital stock consists of 200,000,000 shares of common
stock, par value $2.50 per share. As of June 30, 2001, we had 110,714,099
shares of Common Stock issued and outstanding (net of treasury stock).

USE OF PROCEEDS

We estimate that our net proceeds from the sale of up to shares of
common stock we are offering will be approximately $ million after deducting
estimated offering expenses. For purposes of this calculation we have assumed a
public offering price of $ per share. We intend to use the net proceeds for
general corporate purposes.

The precise amounts and timing of the application of such proceeds depend
upon many factors, including, but not limited to, the amount of any such
proceeds and actual funding requirements. Until the proceeds are used, we may
invest the proceeds, depending on our cash flow requirements, in short and
long-term investments, including, but not limited to treasury bills, commercial
paper, certificates of deposit, securities issued by U.S. government agencies,
money market funds, repurchase agreements and other similar investments.

DETERMINATION OF OFFERING PRICE

The offering price will be based upon the market price of our common
stock as reported by the New York Stock Exchange at the time of sale.

PLAN OF DISTRIBUTION

We anticipate selling the common stock offered hereby on the New York
Stock Exchange. We may engage an agent to assist us in finding purchasers for
our common stock. We anticipate that such agent will be paid a commission of
$0. per share sold or an aggregate amount of $ .

LEGAL MATTERS

The validity of the Common Stock will be passed upon for us by Miller,
Hamilton, Snider & Odom, L.L.C., Montgomery, Alabama.

EXPERTS

The consolidated financial statements of BancGroup incorporated in this
Prospectus by reference to the Annual Report on Form 10-K for the year ended
December 31, 2000, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements, and other information with the SEC.
You can read and copy these reports, proxy statements, and other information
concerning us at the SEC's Public Reference Room at 450 Fifth Street, N. W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Room. You can review our electronically
filed reports, proxy and information statements on the SEC's Internet site at
http://www.sec.gov. Our common stock is quoted on the New York Stock Exchange.
These reports, proxy statements and other information are also available for
inspection at the offices of the New York Stock Exchange, 20 Broad Street, New
York City, New York 10005.

We have filed a registration statement on Form S-3 with the SEC covering
the common stock offered by this prospectus. This prospectus, which forms a
part of the registration statement, does not contain all of the information
included in the registration statement. For further information about us and
our common stock you should refer to the registration statement and its
exhibits. You can obtain the full registration statement from the SEC as
indicated above.

The SEC allows us to "incorporate by reference" the information we file
with the SEC. This permits us to disclose important information to you by
referring to these filed documents. The information incorporated by reference
is an important part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference:

. our Annual Report on Form 10-K for the year ended December 31, 2000,

. our Quarterly Reports on Form 10-Q for the periods ended March 31,
2001 and June 30, 2001,

. a description of our common stock, $2.50 par value per share,
contained in our Registration Statement on Form 8-A, filed with the
SEC on November 22, 1994 and effective February 22, 1995, and

. any future filings made with the SEC under Sections 13(a), 13(c), 14
or 15(d) under the Securities Exchange Act of 1934 until we sell all
of the common stock under this prospectus.

You may request a copy of these filings at no cost by writing or
telephoning us at the following address:

Office of the Senior Counsel
The Colonial BancGroup, Inc.
Colonial Financial Center
One Commerce Street
Fifth Floor
Montgomery, Alabama 36104
(334) 240-5000

You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone else to provide you
with different information. We are not making an offer of the common stock in
any state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date
on the front of this prospectus.

[The Colonial BancGroup, Inc. Logo]

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the expenses (other than underwriting
discounts and commissions) to be borne by The Colonial BancGroup, Inc. (the
"Registrant") in connection with the offering. All of the amounts shown are
estimates except the SEC registration fee.

SEC Registration Fee........................................... $ 3,990.35
Legal Fees and Expenses........................................ 7,500.00
Accounting Fees and Expenses................................... 10,000.00
Printing and Mailing Expenses.................................. 5,500.00
Miscellaneous Expenses......................................... 2,500.00
----------
Total Fees and Expenses...................................... $29,490.35
==========

Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Directors, officers, employees, and agents of BancGroup and its
subsidiaries are entitled to indemnification as expressly permitted by the
provisions of the General Corporation Law of the State of Delaware, BancGroup's
restated certificate of incorporation, the charters of BancGroup's
subsidiaries, and BancGroup's liability insurance. BancGroup has also entered
into indemnification agreements with its directors regarding indemnification
against certain liabilities. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers, or
persons controlling BancGroup pursuant to the foregoing provisions, BancGroup
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in that Act and is
therefore unenforceable.

Item 16. EXHIBITS

The following exhibits either are filed herewith or incorporated by
reference to documents previously filed or will be filed by amendment, as
indicated below:

INDEX TO EXHIBITS

Exhibits Description
-------- -----------

4.1 Article 4 of the Restated Certificate of Incorporation of the
Registrant filed as Exhibit 4.1 to the
Registrant's Current Report on Form 8-K, dated February 21, 1995, and
incorporated herein
by reference.

4.2 Amendment to Article 4 of Registrant's Restated Certificate of
Incorporation, dated May 15, 1998, filed as Exhibit 4.2 to the
Registrant's Registration Statement on Form S-4 (File No. 333-56241),
effective June 22, 1998, and incorporated herein by reference.

4.3 Article II of the Bylaws of the Registrant filed as Exhibit 4.2 to
the Registrant's Current Report
on Form 8-K, dated February 21, 1995, and incorporated herein by
reference.

4.4 Amended and Restated Dividend Reinvestment and Common Stock Purchase
Plan of the
Registrant dated January 15, 1986, and Amendment No. 1 thereto dated
as of June 10, 1986, filed as Exhibit 4(C) to the Registrant's
Registration Statement on Form S-4 (File No. 33-07015), effective
July 15, 1986, and Amendment No. 2 thereto filed as a Post-Effective
Amendment to Form S-3 (File No. 33-62071) on June 18, 2001, and
incorporated by reference.

4.5 All instruments defining the rights of holders of long-term debt of
the Registrant and its subsidiaries. Not filed pursuant to clause
4(iii) of Item 601(b) of Regulation S-K; to be furnished upon request
of the Commission.

II-1

Exhibits Description
-------- -----------

5.1 Opinion of Miller, Hamilton, Snider & Odom, L.L.C. as to certain
Delaware law issues of the securities being registered.

12 Statements Regarding Computation of Earnings to Fixed Charges, filed
as Exhibit 12 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 2000, and incorporated herein by reference.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of Miller, Hamilton, Snider & Odom, L.L.C.

24 Power of Attorney.

Item 17. UNDERTAKINGS

(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

(b) The Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this Registration Statement as of the time is was declared
effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Montgomery, State of Alabama, on the 20th day of
August, 2001.

The Colonial BancGroup, Inc.

Signatures Title Date
---------- ----- ----

/s/ Robert E. Lowder Chairman of the Board, **
______________________________________ President and Chief
Robert E. Lowder Executive Officer

/s/ W. Flake Oakley, IV Chief Financial Officer, **
______________________________________ Executive Vice President
W. Flake Oakley, IV and Secretary (Principal
Financial Officer and
Principal Accounting
Officer)

* Director **
______________________________________
Lewis E. Beville

* Director **
______________________________________
William Britton

* Director **
______________________________________
Jerry J. Chesser

* Director **
______________________________________
Augustus K. Clements, III

Director
______________________________________
Robert S. Craft

* Director **
______________________________________
Patrick F. Dye

* Director **
______________________________________
Clinton O. Holdbrooks

* Director **
______________________________________
Harold D. King

II-3

Signatures Title Date
---------- ----- ----

* Director **
______________________________________
John Ed Mathison

* Director **
______________________________________
Milton E. McGregor

* Director **
______________________________________
John C. H. Miller, Jr.

* Director **
______________________________________
Joe D. Mussafer

* Director **
______________________________________
William E. Powell, III

* Director **
______________________________________
James W. Rane

* Director **
______________________________________
Frances E. Roper

* Director **
______________________________________
Simuel Sippial

* Director **
______________________________________
Edward V. Welch

--------
* The undersigned, acting pursuant to a power of attorney, has signed this
Registration Statement on Form S-3 for and on behalf of the persons
indicated above as such persons true and lawful, attorney-in-fact and in
their names, places and stead, in the capacities indicated above and on the
date indicated below.

/s/ W.
Flake Oakley, IV
-------------------------------------------
W. Flake Oakley, IV Attorney-in-Fact

** Date: August 20, 2001.

II-4

EXHIBIT INDEX

Exhibit
Number Document Description
------- --------------------

4.1 Article 4 of the Restated Certificate of Incorporation of the
Registrant filed as Exhibit 4.1 to the Registrant's Current Report on
Form 8-K, dated February 21, 1995, and incorporated herein by
reference.

4.3 Article II of the Bylaws of the Registrant filed as Exhibit 4.2 to the
Registrant's Current Report on Form 8-K, dated February 21, 1995, and
incorporated herein by reference.

4.4 Amended and Restated Dividend Reinvestment and Common Stock Purchase
Plan of the Registrant dated January 15, 1986, and Amendment No. 1
thereto dated as of June 10, 1986, filed as Exhibit 4(C) to the
Registrant's Registration Statement on Form S-4 (File No. 33-07015),
effective July 15, 1986, and Amendment No. 2 thereto filed as a Post-
Effective Amendment to Form S-3 (File No. 33-62071) on June 18, 2001,
and incorporated by reference.

5.1 Opinion of Miller, Hamilton, Snider & Odom, L.L.C. as to certain
Delaware law issues of the securities being registered.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of Miller, Hamilton, Snider & Odom, L.L.C.

24 Power of Attorney.