-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LNmtEuUZ7iF4vXckyG03SDx0G3KV5UdmwZhJdeviaGYryvc1BHDbsQZEXMKkoQ9j HXv8V/UCHpsQ7G8LQR1hkA== 0000950144-01-002029.txt : 20010209 0000950144-01-002029.hdr.sgml : 20010209 ACCESSION NUMBER: 0000950144-01-002029 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20010208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNOVUS FINANCIAL CORP CENTRAL INDEX KEY: 0000018349 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 581134883 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-20492 FILM NUMBER: 1529015 BUSINESS ADDRESS: STREET 1: 901 FRONT AVENUE STREET 2: STE 301 CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7066492267 MAIL ADDRESS: STREET 1: P.O.BOX 120 CITY: COLUMBUS STATE: GA ZIP: 31902 FORMER COMPANY: FORMER CONFORMED NAME: CB&T BANCSHARES INC DATE OF NAME CHANGE: 19890912 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TB&C BANCSHARES INC CENTRAL INDEX KEY: 0000941159 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 901 FRONT AVENUE STREET 2: SUITE 202 CITY: COLUMBUS STATE: GA ZIP: 31902 MAIL ADDRESS: STREET 1: 901 FRONT AVENUE STREET 2: SUITE 202 CITY: COLUMBUS STATE: GA ZIP: 31902 SC 13D/A 1 g66874sc13da.txt SYNOVUS FINANCIAL CORP. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 2)* Under the Securities Act of 1934 of TB&C Bancshares, Inc. Synovus Financial Corp. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $1.00 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) Common Stock: 87161C 10 5 - -------------------------------------------------------------------------------- (CUSIP Number) Garilou Page, Esq. Synovus Financial Corp. 901 Front Avenue, Suite 202 Columbus, Georgia 31901 (706) 649-4793 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 22, 2001 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. - --------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). The Exhibit Index is located on page 13 of this filing. Page 1 of 20 2 CUSIP NO. 87161C 10 5 13D PAGE 2 OF 20 PAGES --------------------- -------- -------- (1) NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TB&C BANCSHARES, INC. --------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] --------------------------------------------------------------------- (3) SEC USE ONLY --------------------------------------------------------------------- (4) SOURCE OF FUNDS* N/A --------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) --------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION GEORGIA --------------------------------------------------------------------- (7) SOLE VOTING POWER (exercised through its Board of Directors) NUMBER OF 14,309,182 SHARES -------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH -------------------------------------------------------- REPORTING (9) SOLE DISPOSITIVE POWER (exercised through its PERSON WITH Board of Directors and subject to certain shareholder approval rights) 14,309,182 -------------------------------------------------------- (10) SHARED DISPOSITIVE POWER -------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,309,182 --------------------------------------------------------------------- (12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] --------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% --------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* CO --------------------------------------------------------------------- 3 ITEM 1. SECURITY AND ISSUER. This Amendment No. 2 ("Amendment No. 2") to Schedule 13D relates to the common stock, $1.00 par value (the "Common Stock"), of Synovus Financial Corp. ("Synovus"), a Georgia business corporation. The address of Synovus' principal executive offices is 901 Front Avenue, Suite 301, Columbus, Georgia 31901. ITEM 2. IDENTITY AND BACKGROUND. This Amendment No. 2 amends and restates that certain Schedule 13D filed on November 14, 1986, as amended by Amendment No. 1 filed on March 13, 1995 (the "Schedule 13D"), on behalf of TB&C Bancshares, a Georgia corporation ("TB&C"), whose principal business and office address is 1017 Front Avenue, Columbus, Georgia 31901. TB&C was formed in 1986 by William B. Turner, Sarah T. Butler and Elizabeth T. Corn, to effect various family, financial and estate planning goals. TB&C has not, during the last five years, been convicted in any criminal proceeding, excluding traffic violations or similar misdemeanors. TB&C has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding become subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The information required by Item 2 with respect to each executive officer, director and controlling person of TB&C is set forth on Exhibit D to this Schedule 13D and is incorporated herein by reference. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Amendment No. 2 is being filed pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, to report a recent transaction that reduced by 13,311,843 the shares of Synovus Common Stock that TB&C may be deemed to beneficially own. This reduction resulted from the termination of an agreement (the "Voting Lease") pursuant to which TB&C had leased certain rights in all shares of Synovus Common Stock held in trust by Synovus Trust Company ("STC"), a wholly owned subsidiary of Synovus, under each of the following trusts (collectively, the "Series 600 Trusts"): (a) STC as Trustee u/w/o W.C. Bradley 6/22/45 for Sarah T. Butler; (b) STC as Trustee u/w/o W.C. Bradley 6/22/45 for Elizabeth T. Corn; and (c) STC as Trustee u/w/o W.C. Bradley 6/22/45 for William B. Turner. The only funds or other consideration that has been or will be given in connection with the termination of the Voting Lease described above was a refund by each of the 600 Series Trusts of a pro rata portion ($51,074.95 by each of the three trusts or $153,224.85 in the Page 3 of 20 4 aggregate) of the quarterly lease payments that had been paid by TB&C in advance as required under the Voting Lease, for the three-month period ending March 1, 2001. The Series 600 Trusts funded these payments with cash on hand. TB&C was formed in 1986 by William B. Turner, Sarah T. Butler and Elizabeth T. Corn, to effect various family, financial and estate planning goals. Since 1986, there have been six three-for-two splits of Synovus Common Stock, as a result of which each share of Synovus Common Stock outstanding in 1986 now represents approximately 11 shares of Synovus Common Stock (disregarding any cash settlements of fractional shares). These stock splits account for the vast majority of increases since 1986 in the number of shares shown as beneficially owned by TB&C. As of the date of this report, the voting stock of TB&C is beneficially owned primarily by: (1) Mr. Turner and his wife, who together own 28.9% through grantor retained annuity trusts ("GRATs") that they established, (2) Mrs. Butler and her husband, who together own 30.8% through GRATs that they established and (3) Mrs. Corn and her husband, who together own 29.4% through GRATs that they established. As of the date of this report, TB&C beneficially owns 14,309,182 shares of Synovus Common Stock directly. Prior to January 22, 2001, TB&C may also have been deemed to be the beneficial owner of 13,311,843 shares of Common Stock indirectly under the Voting Lease, pursuant to which TB&C leased from STC the right to vote and the right to tender all, but not less than all, of the Common Stock of Synovus held by the Series 600 Trusts. The TB&C Board of Directors made all decisions as to the voting of these shares under the Voting Lease, and if it had become relevant, would have made any decision as to any tender offer. The Voting Lease had an initial five-year term and was renewed on February 29, 2000 for another five years. In exchange for the lease of such rights, TB&C was required to make quarterly payments to STC for the initial lease term of five years, equal to $.03 per share of Synovus Common Stock, which was .17% of $19.50, the closing price of a share of Synovus Common Stock on the New York Stock Exchange on March 2, 1995. The quarterly lease payments during the renewal term of the Voting Lease were equal to $.0265625 per share of Synovus Common Stock, which was .17% of $15.625, the closing price of a share of Synovus Common Stock on the New York Stock Exchange on March 2, 2000. TB&C used the quarterly cash dividends that it received with respect to the shares of Synovus Common Stock it owned directly as the source of funds to pay these lease payments. On January 22, 2001, TB&C terminated the Voting Lease for the reasons described in Item 4. As a result, no person, other than STC as trustee of each of the Series 600 Trusts, continues to have any beneficial ownership as a result of sharing voting or investment power as to the Synovus shares held on behalf of the Series 600 Trusts. ITEM 4. PURPOSE OF TRANSACTION. As indicated under Item 3, TB&C was formed to allow Mr. Turner, Mrs. Butler and Mrs. Corn to effect various family, financial and estate planning goals for themselves and their lineal descendants. Mr. Turner, Mrs. Butler, Mrs. Corn and the other family members who are Page 4 of 20 5 directors of TB&C concluded, based on their continuing evaluation of the families' circumstances and on the advice of their professional advisors, that achievement of these goals would be advanced by the termination of the Voting Lease and the reorganization of TB&C described below. Accordingly, the Voting Lease was terminated on January 22, 2001. In addition, on January 17, 2001, the Board of Directors of Synovus approved a plan of reorganization involving TB&C and Synovus pursuant to which TB&C would transfer all of its assets, consisting primarily of 14,309,182 shares of Synovus Common Stock, to Synovus in exchange for 14,309,182 shares of Synovus Common Stock. Following the transfer, TB&C would liquidate and distribute all of its assets to its shareholders. This transaction is intended to qualify as a tax-free reorganization pursuant to Section 368(a)(1)(C) of the Internal Revenue Code of 1986. The completion of the transaction would be subject to numerous conditions precedent, including execution of a definitive agreement, approval of TB&C's shareholders and various regulatory approvals. Except for the proposed reorganization and related liquidation of TB&C described above, neither TB&C, nor any executive officer, director or controlling person of TB&C, currently has any plans or proposals that relate to or would result in: (a) any person acquiring additional securities of Synovus or disposing of securities of Synovus, other than through the participation of certain of such persons in Synovus' Director Stock Purchase Plan and in Synovus' Dividend Reinvestment and Direct Stock Purchase Plan; (b) an extraordinary corporate transaction involving Synovus; (c) a sale or transfer of a material amount of the assets of Synovus or any of its subsidiaries; (d) any change in the present board of directors or management of Synovus; (e) any material change in the present capitalization or dividend policy of Synovus; (f) any other material change in Synovus' business or corporate structure; (g) any changes in Synovus' charter or bylaws or other actions that might impede the acquisition of control of Synovus; (h) the delisting of Synovus Common Stock from the New York Stock Exchange; (i) the eligibility of Synovus Common Stock for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated in items (a) through (i) above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b) The percentages set forth below and on pages 2-3 hereof are based on 285,584,009 shares of Synovus Common Stock outstanding on January 30, 2001, as provided by Synovus. TB&C TB&C beneficially owns 14,309,182 shares (5.0%) of Synovus Common Stock. Voting power and investment power with respect to these shares is exercised on behalf of TB&C by the Board of Directors of TB&C. The Bylaws of TB&C provide that voting power over all of the shares owned or otherwise voted by TB&C shall be shared by the directors of TB&C. The exercise of certain investment power with respect to these shares would, to the extent such exercise involves major transactions requiring approval by TB&C's shareholders, be subject to the concurrence of at least the six principal shareholders of TB&C. Page 5 of 20 6 EXECUTIVE OFFICERS, DIRECTORS AND CONTROLLING PERSONS OF TB&C The total number of shares of Synovus Common Stock deemed to be beneficially owned by each of the six directors of TB&C and each of the six individuals who, as trustees of their respective GRATs, are the controlling shareholders of TB&C, includes all of the Synovus Common Stock owned by TB&C. The reason for this is the participation by each director of TB&C in TB&C's voting and investment decisions with respect to its Synovus Common Stock and the potential participation by each of the six principal shareholders of TB&C in any of TB&C's investment decisions with respect to its Synovus Common Stock, to the extent any such investment decisions involve major transactions requiring approval by TB&C's shareholders. William B. Turner. Mr. Turner could be construed to be the beneficial owner of 16,970,539.6644 shares (5.9%) of Synovus Common Stock. Mr. Turner has sole voting and investment power as to 73,335.6644 shares of Synovus Common Stock, all of which he owns directly. Mr. Turner has shared voting and investment power as to 16,897,204 shares of Synovus Common Stock, consisting of: (a) 19,817 shares owned directly by his wife, Sue Marie T. Turner, as to which voting power and investment power are shared by Mr. Turner with his wife; (b) 2,568,205 shares owned by the Bradley-Turner Foundation (the "B-T Foundation"), a charitable foundation of which both Mr. and Mrs. Turner are trustees and as to which voting power and investment power are shared with the other trustees of such foundation; and (c) 14,309,182 shares owned by TB&C, as to which voting power and investment power are shared by Mr. Turner (as a TB&C director) with the other directors of TB&C and as to which certain investment power (involving major transactions requiring approval by TB&C's shareholders) may be deemed to be shared by Mr. Turner (as sole trustee of his GRAT) with the other principal shareholders of TB&C. Sue Marie T. Turner. Mrs. Turner could be construed to be the beneficial owner of 16,897,204 shares (5.9%) of Synovus Common Stock. Mrs. Turner has shared voting and investment power as to 2,588,022 of these shares, as follows: (a) 19,817 shares owned directly by Mrs. Turner, as to which voting power and investment power are shared with Mr. Turner; and (b) 2,568,205 shares owned by the B-T Foundation, as to which voting power and investment power are shared with the other trustees of the B-T Foundation. In addition, as a principal shareholder of TB&C, Mrs. Turner (as sole trustee of her GRAT) may be deemed to share certain investment power (involving major transactions requiring approval by TB&C's shareholders) with the directors and five other principal shareholders of TB&C as to the 14,309,182 shares of Synovus Common Stock owned by TB&C. Based on the active and long-standing relationship of Mr. Turner and his ancestors with Synovus and its predecessor and on other considerations, Mr. and Mrs. Turner do not believe that Mrs. Turner shares any voting or investment power over the 73,335.6644 shares of Synovus Common Stock owned directly by Mr. Turner. Accordingly, such shares have been excluded from the total shares shown as beneficially owned by Mrs. Turner and she disclaims beneficial ownership of such shares. Page 6 of 20 7 Sarah T. Butler. Mrs. Butler could be construed to be the beneficial owner of 17,036,086.899 shares (6.0%) of Synovus Common Stock. Mrs. Butler has shared voting and investment power as to all such shares of Synovus Common Stock, consisting of: (a) 65,430 shares owned directly by Mrs. Butler, as to which both voting and investment power are shared with her husband, Clarence C. Butler; (b) 68,191.899 shares owned directly by Dr. Butler, as to which Mrs. Butler shares voting and investment power with Dr. Butler; (c) 25,078 shares owned by a revocable trust for the benefit of Dr. Butler and subject to his direction as to distributions, as to which Mrs. Butler shares voting and investment power with Dr. Butler (based on Dr. Butler's power to direct distributions from and to revoke the trust) and as to which voting power and investment power are shared also with STC, as trustee of such trust; (d) 2,568,205 shares owned by the B-T Foundation, of which both Mrs. and Dr. Butler are trustees, and as to which voting power and investment power are shared with the other trustees of such foundation; and (e) 14,309,182 shares owned directly by TB&C, as to which voting power and investment power are shared by Mrs. Butler (as a TB&C director) with the other directors of TB&C and as to which certain investment power (involving major transactions requiring approval by TB&C's shareholders) may be deemed to be shared by Mrs. Butler (as sole trustee of her GRAT) with the other principal shareholders of TB&C. Dr. Clarence C. Butler. Dr. Butler could be construed to be the beneficial owner of 17,036,086.899 shares (6.0%) of Synovus Common Stock. Dr. Butler has shared voting and investment power as to 2,726,904.899 of these shares, as follows: (a) 68,191.899 shares owned directly by Dr. Butler, as to which voting and investment power are shared with Mrs. Butler; (b) 65,430 shares owned directly by Mrs. Butler, as to which voting power and investment power are shared by Dr. Butler with Mrs. Butler; (c) 25,078 shares owned by a revocable trust for the benefit of Dr. Butler and subject to his directions as to distributions, as to which voting power and investment power are shared with Mrs. Butler (based on Dr. Butler's power to direct distributions from and to revoke the trust), and as to which voting power and investment power are shared also with STC, as trustee of such trust; and (d) 2,568,205 shares owned by the B-T Foundation, as to which both voting power and investment power are shared with the other trustees of the B-T Foundation. As a principal shareholder of TB&C, Dr. Butler (as sole trustee of his GRAT) may be deemed to share certain investment power (involving major transactions requiring approval by TB&C's shareholders) with the directors and other principal shareholders of TB&C as to the 14,309,182 shares of Synovus Common Stock owned by TB&C. Elizabeth T. Corn. Mrs. Corn could be construed to be the beneficial owner of 17,431,766.3114 shares (6.1%) of Synovus Common Stock. Mrs. Corn has shared voting and investment power as to all such shares of Synovus Common Stock, consisting of: (a) 3,281 shares owned directly by Mrs. Corn, as to which voting power and investment power are shared with her husband, Lovick P. Corn; (b) 424,003.3114 shares owned by Mr. Corn, as to which Mrs. Corn shares voting and investment power with her husband; (c) 2,568,205 shares owned by the B-T Foundation, of which both Mrs. Corn and Mr. Corn are trustees, and as to which voting power and investment power are shared with the other trustees of such foundation; (d) 14,309,182 shares owned by TB&C, as to which voting power and investment power are shared by Mrs. Corn (as a director of TB&C) with the other directors of TB&C and as to which certain investment power (involving major transactions requiring approval by TB&C's shareholders) may be deemed to be Page 7 of 20 8 shared by Mrs. Corn (as sole trustee of her GRAT) with the other principal shareholders of TB&C; and (e) 127,095 shares owned by Beloco, Inc., a not-for-profit charitable corporation ("Beloco"), as to which both Mrs. and Mr. Corn are trustees and as to which voting power and investment power are shared with the other trustees of Beloco. Lovick P. Corn. Mr. Corn could be construed to be the beneficial owner of 17,431,766.3114 shares (6.1%) of Synovus Common Stock. Mr. Corn has shared voting and investment power as to 3,122,584.3114 of these shares, as follows: (a) 424,003.3114 shares owned directly by Mr. Corn, as to which Mr. Corn shares voting and investment power with his wife; (b) 3,281 shares owned directly by Mrs. Corn, as to which voting power and investment power are shared by Mr. Corn with Mrs. Corn; (c) 2,568,205 shares owned by the B-T Foundation, as to which voting power and investment power are shared with the other trustees of the B-T Foundation; and (d) 127,095 shares owned by Beloco, as to which voting power and investment power are shared with the other trustees of Beloco. As a principal shareholder of TB&C, Mr. Corn (as sole trustee of his GRAT) may be deemed to share certain investment power (involving major transactions requiring approval by TB&C's shareholders) with the directors and the other principal shareholders of TB&C as to the 14,309,182 shares of Synovus Common Stock owned by TB&C. William B. Turner, Jr. Mr. Turner could be construed to be the beneficial owner of 16,967,828 shares (5.9%) of Synovus Common Stock. Mr. Turner has sole voting and investment power as to 15,641 of these shares, all of which are held by Mr. Turner in custodial accounts for his children. Mr. Turner has sole voting power as to an additional 74,800 shares, shared voting power as to 16,877,387 shares and shared investment power as to 16,952,187 shares of Synovus Common Stock, consisting of: (a) 74,800 shares owned by a revocable trust for the benefit of Mr. Turner and subject to his directions as to distributions and his right to vote the Synovus shares, as to which Mr. Turner has sole voting power, but shares investment power (based on Mr. Turner's power to direct distributions from and to revoke the trust) with STC, as trustee of such trust; (b) 2,568,205 shares owned by the B-T Foundation, a charitable foundation of which Mr. Turner is a trustee and as to which voting power and investment power are shared with the other trustees of such foundation; and (c) 14,309,182 shares owned by TB&C, as to which voting power and investment power are shared by Mr. Turner (as a director of TB&C) with the other directors of TB&C. Stephen T. Butler. Mr. Butler could be construed to be the beneficial owner of 16,988,708.474 shares (5.9%) of Synovus Common Stock. Mr. Butler has sole voting and investment power as to 28,713.474 shares of Synovus Common Stock, as follows: (a) 23,769.474 shares that he owns directly; and (b) 4,944 shares held by Mr. Butler in custodial accounts for his children. Mr. Butler has sole voting power as to an additional 82,608 shares, shared voting power as to 16,877,387 shares and shared investment power as to 16,959,995 shares of Synovus Common Stock, consisting of: (a) 82,608 shares owned by a revocable trust for the benefit of Mr. Butler and subject to his directions as to distributions and his right to vote the Synovus shares, as to which Mr. Butler has sole voting power, but shares investment power (based on Mr. Butler's power to direct distributions from and to revoke the trust) with STC, as trustee of such trust; (b) 2,568,205 shares owned by the B-T Foundation, a charitable foundation of which Mr. Butler is a trustee and as to which voting power and investment power are shared with the other trustees of such foundation; and (c) 14,309,182 shares owned by TB&C, as to which voting power and investment power are Page 8 of 20 9 shared by Mr. Butler (as a director of TB&C) with the other directors of TB&C. Elizabeth C. Ogie. Mrs. Ogie could be construed to be the beneficial owner of 17,099,091.448 shares (6.0%) of Synovus Common Stock. Mrs. Ogie has shared voting and investment power as to all such shares of Synovus Common Stock, consisting of: (a) 8,984.448 shares that she owns directly; as to which she shares voting and investment power with her husband, W. Michael Ogie; (b) 11,670 shares owned directly by her husband, as to which voting power and investment power are shared by Mrs. Ogie with her husband; (c) 53,158 shares owned by a revocable trust for the benefit of Mrs. Ogie and subject to her directions as to distributions and her right to vote the Synovus shares, as to which voting power and investment power are shared with her husband (based on Mrs. Ogie's power to direct distributions from and to revoke the trust and her right to vote the Synovus shares), and as to which investment power is shared also with STC, as trustee of such trust; (d) 20,797 shares held by Mrs. Ogie in custodial accounts for her children, as to which voting power and investment power are shared with her husband; (e) 2,568,205 shares owned by the B-T Foundation, of which Mrs. Ogie is a trustee and as to which voting power and investment power are shared with the other trustees of such Foundation; (f) 127,095 shares owned by Beloco, of which Mrs. Ogie is a trustee and as to which voting power and investment power are shared with the other trustees of Beloco; and (g) 14,309,182 shares owned by TB&C, as to which voting power and investment power are shared by Mrs. Ogie (as a director of TB&C) with the other directors of TB&C. Additional information regarding the persons with whom TB&C and its executive officers, directors and controlling persons share voting and/or investment power is included in Exhibit E attached hereto. (c) Information with respect to transactions in Synovus Common Stock within the last 60 days from the date of this report is set forth below. TB&C There have not been any transactions within the last 60 days by TB&C in shares of Synovus Common Stock. EXECUTIVE OFFICERS, DIRECTORS AND CONTROLLING PERSONS OF TB&C There have not been any transactions within the last 60 days by the executive officers, directors or controlling persons of TB&C, except as follows: On January 2, 2001, Mr. Turner purchased 89.46 shares of Common Stock at $26.29 per share through the automatic reinvestment of cash dividends with respect to shares of Synovus Common Stock he owns directly in the Synovus Director Stock Purchase Plan and the Synovus Dividend Reinvestment and Direct Stock Purchase Plan. On January 2, 2001, Mr. Corn purchased 490.25 shares of Common Stock at $26.29 per share through to the automatic reinvestment of cash dividends with respect to shares of Synovus Page 9 of 20 10 Common Stock he owns directly in the Synovus Director Stock Purchase Plan and the Synovus Dividend Reinvestment and Direct Stock Purchase Plan. On January 2, 2001, Dr. Butler purchased 284.10 shares of Common Stock at $26.29 per share through the automatic reinvestment of cash dividends with respect to shares of Synovus Common Stock he owns in the Synovus Director Stock Purchase Plan. On January 2, 2001, Mr. Stephen Butler purchased 99.03 shares of Common Stock at a price of $26.29 per share through the automatic reinvestment of cash dividends with respect to Common Stock he owns in the Synovus Director Stock Purchase Plan. On January 2, 2001, Mrs. Ogie purchased 37.43 shares of Common Stock at $26.29 per share through the automatic reinvestment of cash dividends with respect to shares of Synovus Common Stock she owns in the Synovus Director Stock Purchase Plan. (d) Each revocable trust for the benefit of Dr. Butler, Mrs. Ogie, Mr. Turner, Jr. and Mr. Stephen Butler authorizes STC as trustee to make distributions of income and corpus as directed by Dr. Butler, Mrs. Ogie, Mr. Turner, Jr. and Mr. Stephen Butler, respectively. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except for the proposed reorganization and related liquidation of TB&C described in Item 4, there are no longer any contracts, arrangements, understandings or relationships with respect to Synovus Common Stock that are required to be disclosed as to this Item. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT A Lease of Rights between TB&C as Lessee and STC, as Trustee of each of the Series 600 Trusts. (Filed in March 1995 in paper form as EXHIBIT A to Amendment No. 1 to the Schedule 13D of TB&C and omitted from this electronically filed restatement pursuant to Rule 13d-2(e)). EXHIBIT B Letter dated February 29, 2000, renewing the Lease of Rights described under EXHIBIT A. EXHIBIT C Agreement to Terminate Lease of Rights, dated January 22, 2001, between TB&C and STC. EXHIBIT D Information regarding the directors, executive officers and controlling persons of TB&C.
Page 10 of 20 11 EXHIBIT E Information regarding persons sharing beneficial ownership of Common Stock with TB&C and the directors, executive officers and controlling persons of TB&C. EXHIBIT F Power of Attorney from William B. Turner, as President of TB&C
Page 11 of 20 12 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 8, 2001 TB&C BANCSHARES, INC. By: /s/ Garilou Page ------------------------------------- Garilou Page, as Attorney in Fact for William B. Turner Chairman of the Board Page 12 of 20 13 INDEX TO EXHIBITS Exhibit Description of Exhibit - ------- ---------------------- EXHIBIT A Lease of Rights between TB&C as Lessee and STC, as Trustee of each of the Series 600 Trusts. (Filed in March 1995 in paper form as EXHIBIT A to Amendment No. 1 to the Schedule 13D of TB&C and omitted from this electronically filed restatement pursuant to Rule 13d-2(e)). EXHIBIT B Letter dated February 29, 2000, renewing the Lease of Rights described under EXHIBIT A. EXHIBIT C Agreement to Terminate Lease of Rights, dated January 22, 2001, between TB&C and STC. EXHIBIT D Information regarding the directors, executive officers and controlling persons of TB&C. EXHIBIT E Information regarding persons sharing beneficial ownership of Common Stock with TB&C and the directors, executive officers and controlling persons of TB&C. EXHIBIT F Power of Attorney from William B. Turner, as President of TB&C
Page 13 of 20 EX-99.B 2 g66874ex99-b.txt LETTER DATED FEBRUARY 29, 2000 1 EXHIBIT B TB&C Bancshares, Inc. 1017 Front Avenue Columbus, Georgia 31901 February 29, 2000 Ms. Teddie L. Ussery Group Vice President Synovus Trust Company Post Office Box 120 Columbus, Georgia 31902 Re: Extension of Lease of Rights, by Synovus Trust Company, as Trustee of the 600 Series Trusts, to TB&C Bancshares, Inc., dated March 2, 1995 Dear Ms. Ussery: This is to notify you that pursuant to a resolution of the Board of Directors of TB&C Bancshares, Inc. ("TB&C"), dated February 29, 2000 (a copy of which is enclosed), TB&C has elected to extend the term of the Lease of Rights, dated March 2, 1995 (the "Lease"), by Columbus Bank and Trust Company (now Synovus Trust Company),as Trustee of the three separate trusts created under Item VI of the Will of W. C. Bradley, dated June 22, 1945, for the benefit of Sarah T. Turner, for the benefit of William B. Turner, and for the benefit of Elizabeth T. Corn (collectively, the "600 Series Trusts"), to TB&C, for an additional five-year term, that is, from March 2, 2000, to March 2, 2005, in accordance with section 3 of the Lease. Under section 4(a) of the Lease, the quarterly lease payments during the additional five-year period for each of the 13,311,843 leased shares of stock of Synovus Financial Corp. shall be equal to 0.17% of the closing per-share price of Synovus Financial Corp. on March 2, 2000, as reported by the New York Stock Exchange. Very truly yours, TB&C BANCSHARES, INC. /s/ William B. Turner --------------------- William B. Turner President Enclosure cc: Mr. John T. Turner Ms. Polly C. Miller Mr. John C. Martin II Mr. Robert H. Wright, Jr. Ms. Garilou Page Mr. Christopher D. Hohlstein Page 14 of 20 EX-99.C 3 g66874ex99-c.txt AGREEMENT TO TERMINATE LEASE OF RIGHTS 1 EXHIBIT C AGREEMENT TO TERMINATE LEASE OF RIGHTS THIS AGREEMENT is made this 22nd day of January, 2001, by and between Synovus Trust Company (successor to trust powers of Columbus Bank and Trust Company), as trustee of the three separate trusts created under Item VI of the will of W. C. Bradley, dated June 22, 1945, for the benefit of William B. Turner, Sarah T. Butler, and Elizabeth T. Corn, respectively (the "600 Series Trusts"), and TB&C Bancshares, Inc., a Georgia corporation ("TB&C"). BACKGROUND STATEMENT On March 2, 1995, TB&C entered into a Lease of Rights (the "Lease") with the 600 Series Trusts, under which the 600 Series Trusts leased to TB&C the rights to vote the shares of Synovus Financial Corp. owned by the 600 Series Trusts in exchange for quarterly lease payments. The initial five-year term of the Lease (from March 2, 1995, to March 1, 2000) was extended by TB&C for an additional five-year term. On January 17, 2001, TB&C paid $117,865.27 to each of the 600 Series Trusts, representing a quarterly payment for the quarter beginning December 2, 2000, and ending March 1, 2001. TB&C and the 600 Series Trusts have mutually agreed that it is now in the best interests of the parties that the Lease be canceled and terminated. AGREEMENT In consideration of the foregoing premises and of the mutual promises made herein, the parties hereto agree as follows: 1. The Lease is hereby canceled and terminated, effective on January 22, 2001 (the "termination date"). 2. Upon the termination date, (i) TB&C shall return to the 600 Series Trusts the stock powers executed by the 600 Series Trusts pursuant to section 4(a) of the Lease, and (ii) each of the 600 Series Trusts shall refund to TB&C the amount of $51,074.95, representing the pro rata share of the amount for the period beginning on the termination date and ending March 1, 2001, for which payment was previously made by TB&C. Thereafter, the 600 Series Trusts may have the certificates representing the shares of Synovus Financial Corp. stock that have been subject to the Lease reissued without the legend that was placed on the certificates pursuant to section 4(b) of the Lease. 3. The parties hereto agree that the payments of $117,865.27 made by TB&C to each of the 600 Series Trusts on January 17, 2001, less the refunds under section 2 above, constitute full payment for rights to vote the 13,311,843 identified shares of Synovus Financial Corp. stock for the period ending on the termination date, and that no additional payments shall be made prior to or subsequent to the termination date, nor shall any additional refund or rebate Page 15 of 20 2 of payments be made. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the day date first above written. TB&C BANCSHARES, INC. By: /s/ William B. Turner ----------------------------------------- William B. Turner, President Attest: /s/ Robert H. Wright, Jr. - ------------------------- Robert H. Wright, Jr. Assistant Secretary [CORPORATE SEAL] SYNOVUS TRUST COMPANY, as Trustee of the three separate trusts created under Item VI of the Will of W. C. Bradley, dated June 22, 1945, for the benefit of William B. Turner, Sarah T. Butler, and Elizabeth T. Corn By: /s/ Teddie L. Ussery ----------------------------------------- Teddie L. Ussery, Senior Vice President Attest: /s/ Jeff W. Gordon - ------------------------- Title: Vice President ------------------- [CORPORATE SEAL] Page 16 of 20 EX-99.D 4 g66874ex99-d.txt INFORMATION REGARDING THE DIRECTORS, EXECUTIVES 1 EXHIBIT D INFORMATION REGARDING THE DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING PERSONS OF TB&C BANCSHARES, INC.
Positions and Relationships with Present Principal Occupation and Address of Name and Address(1) TB&C Employment - -------------------------------- ------------------------------------ -------------------------------------------------- William B. Turner Chairman of the Board, President and Advisory Director of Controlling Shareholder of TB&C W. C. Bradley Co. (1017 Front Avenue, Columbus, GA 31901) Chairman of the Executive Committee of Synovus Financial Corp. (901 Front Ave., Suite 301 Columbus, GA 31901) Sue Marie T. Turner Controlling Shareholder of TB&C Homemaker (wife of William B. Turner) Sarah T. Butler Director, Vice President and Homemaker Controlling Shareholder of TB&C Clarence C. Butler Controlling Shareholder of TB&C Retired Physician (husband of Sarah T. Butler) St. Francis Hospital P.O. Box 7000, Columbus, GA 31908 Elizabeth T. Corn Director, Vice President and Homemaker Controlling Shareholder of TB&C Lovick P. Corn Controlling Shareholder of TB&C Advisory Director (husband of Elizabeth T. Corn) W.C. Bradley Co. 1017 Front Avenue, Columbus, GA 31901 William B. Turner, Jr. Director of TB&C President (adult son of William B. Turner) W. C. Bradley Co. 1017 Front Avenue, Columbus, GA 31901 Stephen T. Butler Director of TB&C Chairman of the Board (adult son of Sarah T. Butler) W. C. Bradley Co. 1017 Front Avenue, Columbus, GA 31901 Elizabeth C. Ogie Director of TB&C Director (adult daughter of Elizabeth T. W. C. Bradley Co. Corn) 1017 Front Avenue, Columbus, GA 31901 Director Synovus Financial Corp., Suite 301 901 Front Ave., Columbus, GA 31901
- --------------- (1) Each individual named above is a citizen of the United States of America. None of the above individuals has, during the last five years: (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding become subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The address of each individual named above is c/o Synovus Trust Company, P.O. Box 120, Columbus, GA 31902. Page 17 of 20 EX-99.E 5 g66874ex99-e.txt INFORMATION REGARDING PERSONS SHARING OWNERSHIP 1 EXHIBIT E INFORMATION REGARDING PERSONS SHARING BENEFICIAL OWNERSHIP OF COMMON STOCK WITH TB&C AND THE DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING PERSONS OF TB&C
Capacity in Which Such Person Shares Present Principal Occupation and Address of Name and Address(1) Voting or Investment Power(2) Employment - -------------------------------- -------------------------------------- ---------------------------------------------------- William B. Turner Chairman of the Board and Controlling Advisory Director of Shareholder of TB&C and Trustee of W.C. Bradley Co. (1017 Front Avenue, B-T Foundation Columbus, GA 31901) Chairman of the Executive Committee of Synovus Financial Corp. (901 Front Ave., Suite 301 Columbus, GA 31901) Sue Marie T. Turner Controlling Shareholder of TB&C Homemaker (wife of William B. Turner) and Trustee of B-T Foundation Sarah T. Butler Director and Controlling Shareholder Homemaker of TB&C and Trustee of B-T Foundation Clarence C. Butler Controlling Shareholder of TB&C Retired Physician (husband of Sarah T. Butler) and Trustee of B-T Foundation St. Francis Hospital P.O. Box 7000, Columbus, GA 31908 Elizabeth T. Corn Director and Controlling Shareholder Homemaker of TB&C; Trustee of B-T Foundation; and Trustee of Beloco Lovick P. Corn Controlling Shareholder of TB&C; Advisory Director (husband of Elizabeth T. Corn) Trustee of B-T Foundation; and W.C. Bradley Co. Trustee of Beloco 1017 Front Avenue, Columbus, GA 31901 William B. Turner, Jr. Director of TB&C President (adult son of William B. Turner) and Trustee of B-T Foundation W. C. Bradley Co. 1017 Front Avenue, Columbus, GA 31901 Stephen T. Butler Director of TB&C and Chairman of the Board (adult son of Sarah T. Butler) Trustee of B-T Foundation W. C. Bradley Co. 1017 Front Avenue, Columbus, GA 31901 Elizabeth C. Ogie Director of TB&C; Trustee of Director (adult daughter of Elizabeth T. of B-T Foundation; and Trustee of W. C. Bradley Co. Corn) Beloco 1017 Front Avenue, Columbus, GA 31901 Director Synovus Financial Corp., Suite 301 901 Front Ave., Columbus, GA 31901 Sarah T. Martin Trustee of B-T Foundation Employee (adult daughter of William B. Columbus Travel Turner) 123 12th Street, Columbus, GA 31901 Polly C. Miller Trustee of B-T Foundation and Homemaker (adult daughter of Elizabeth T. Trustee of Beloco Corn)
Page 18 of 20 2
Capacity in Which Such Person Shares Present Principal Occupation and Address of Name and Address(1) Voting or Investment Power(2) Employment - -------------------------------- -------------------------------------- ---------------------------------------------------- Elizabeth B. Ramsay Trustee of B-T Foundation Shop Owner (adult daughter of Sarah T. Galleria Riverside Butler) 15 10th Street, Columbus, GA 31902 Susan C. Wainwright Trustee of Beloco Homemaker (adult daughter of Elizabeth T. Corn) Sarah C. Irby Trustee of Beloco Homemaker (adult daughter of Elizabeth T. Corn) Katherine C. Foster Trustee of Beloco Homemaker (adult daughter of Elizabeth T. Corn) Gilbert B. Miller Trustee of Beloco Student (adult son of Polly C. Miller) University of Georgia Athens, GA 30605 Sam Wellborn Trustee of B-T Foundation Chairman of Synovus Foundation P.O. Box 120 Columbus, GA 31902 Synovus Trust Company, as Trustee of Revocable Trusts for Financial institution with trust powers Trustee Clarence C. Butler, Elizabeth C. Ogie, 1148 Broadway, 2nd Floor William B. Turner, Jr. and Stephen T. Columbus, GA 31901 Butler
- --------------- (1) Each individual named above is a citizen of the United States of America, and STC is a state-chartered trust company formed under the laws of Georgia. None of the above individuals or STC has, during the last five years: (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding become subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The address of each individual named above is c/o Synovus Trust Company, P.O. Box 120, Columbus, GA 31902. (2) Any spousal relationship giving rise to shared power described above under Item 5 is not repeated in this Exhibit E. Page 19 of 20 EX-99.F 6 g66874ex99-f.txt POWER OF ATTORNEY 1 EXHIBIT F POWER OF ATTORNEY The undersigned shareholder of Synovus Financial Corp. hereby constitutes and appoints each of G. Sanders Griffith, III, Kathleen Moates and Garilou Page, signing singly, its true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned any filings on Schedule 13D and/or Forms 3, 4 and 5 and/or any amendments to any such schedule or form with respect to the undersigned's ownership, directly or indirectly, and in any capacity, of shares of common stock of Synovus Financial Corp. in accordance with Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedule 13D and/or Form 3, 4 or 5 and/or any amendment to any such schedule or form and the timely filing of such schedule, form and/or amendment with the United States Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 13(d) or Section 16 of the Securities and Exchange Act of 1934. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of December, 2000. TB&C Bancshares, Inc. By: /s/ William B. Turner ---------------------------- William B. Turner, President Page 20 of 20 -----END PRIVACY-ENHANCED MESSAGE-----