-----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, SdALBz2u5kA9iYR3xtHZ2OKwJr0b1um+ErJGhuKp5reQwGysREujrnZn3LzeX6Cm 50S5EYM2a++90yGep/JPTw== /in/edgar/work/20000606/0000950144-00-007599/0000950144-00-007599.txt : 20000919 0000950144-00-007599.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950144-00-007599 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNOVUS FINANCIAL CORP CENTRAL INDEX KEY: 0000018349 STANDARD INDUSTRIAL CLASSIFICATION: [6021 ] IRS NUMBER: 581134883 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-34070 FILM NUMBER: 649988 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 424B3 1 0001.txt SYNOVUS FINANCIAL CORPORATION 1 PURSUANT TO RULE 424(b)(3) FILE NO. 333-34070 SUPPLEMENT TO PROSPECTUS/PROXY STATEMENT DATED MAY 5, 2000 The prospectus/proxy statement dated May 5, 2000, is hereby supplemented as follows to restate, in its entirety, the "Selling Shareholders" section on pages 33 through 35 of the prospectus. SELLING SHAREHOLDERS The shares of Synovus common stock issued in the merger are freely transferable under the Securities Act, except for shares issued to persons who were deemed to be "affiliates" of ProCard for purposes of Rule 145 under the Securities Act as of the date of the ProCard special meeting. Affiliates may not sell their shares of Synovus common stock acquired in connection with the merger except pursuant to an effective registration statement under the Securities Act covering such shares or in compliance with Rule 145 promulgated under the Securities Act or another applicable exemption from the registration requirements of the Securities Act. Persons who may be deemed to be affiliates of ProCard generally include individuals or entities that controlled, were controlled by or were under common control with ProCard and may include individuals who served as officers and directors of ProCard before the effective date of the merger as well as principal stockholders of ProCard before the effective date of the merger. Synovus received an "affiliate letter" from persons deemed to be "affiliates" of ProCard under Section 2(11) of the Securities Act and Rule 145(c) thereunder. An affiliate letter constitutes an agreement by each affiliate of ProCard with Synovus to the effect that such affiliate will not sell, transfer or otherwise dispose of any shares of Synovus common stock issued to such a person in connection with the merger (1) except in compliance with the applicable provisions of the Securities Act and the rules and regulations thereunder; and (2) during the periods when any such sale, pledge, transfer or other disposition would, under generally accepted accounting principles or the rules, regulations or interpretations of the Securities and Exchange Commission, disqualify the merger for pooling of interests accounting treatment. Such periods in general encompass the period commencing 30 days before the effective date of the merger and ending at the time of publication of financial results covering at least 30 days of combined operations of Synovus and ProCard. Because the selling shareholders listed in the table below may be deemed to be affiliates of ProCard, this document also covers any offers or sales of the resale shares sold by the selling shareholders. The registration of theses shares does not necessarily mean that a particular selling shareholder will sell any or all of his shares of Synovus common stock. The average closing price of Synovus common stock during the twenty trading day period ending three days before the closing date of the merger was $18.956250 and the conversion ratio was 0.229483. The ProCard capital stock held by the selling shareholders listed in the table below were converted into an aggregate of 945,737 shares of Synovus common stock which are offered for resale through this prospectus. Such shares represent less than 1% of the shares of Synovus common stock outstanding on June 1, 2000. The following table sets forth information with respect to the selling shareholders. The share numbers reflect the numbers of shares of Synovus common stock received by each selling shareholder in the merger. The notes to the table describe the relationship of the selling shareholder to ProCard before the effective date of the merger.
SECURITIES OFFERED FOR THE RELATIONSHIP SECURITIES OWNED SECURITY WITH PROCARD BEFORE BEFORE THE HOLDER'S NAME OF SECURITY HOLDER THE MERGER OFFERING ACCOUNT ----------------------- -------------------- ---------------- ----------------- Susan Bishop Senior Vice 286 286 President DDB Investment (1) 206,534 206,534 Company, LLLP D. Dale Browning Director/CEO 40,188 40,188
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SECURITIES OFFERED FOR THE RELATIONSHIP SECURITIES OWNED SECURITY WITH PROCARD BEFORE BEFORE THE HOLDER'S NAME OF SECURITY HOLDER THE MERGER OFFERING ACCOUNT ----------------------- -------------------- ---------------- ----------------- Brigid Davidson Vice President and 6,050 6,050 Corporate Secretary LGH Limited Partnership (2) 5,737 5,737 Laurance R. Hoagland Director 57,343 57,343 Jr. Arthur A. Horecki Vice President 91 91 David M. Kirr (3) 68,942 68,942 Marbach, Constance Director (4) 72,265 72,265 and/or Terry JTWROS Terry B. Marbach, Director 26,135 26,135 Nom & Co. F/A/O KM & (5) 1,652 1,652 Co. EPS & IP, Gregg T. Summerville Nom. & Co.- Kirr, (3) 1,721 1,721 Marbach & Co Employees Profit Sharing and Investment Plan -David M. Kirr Nom. & Co.- Kirr, (6) 631 631 Marbach & Co Employees Profit Sharing and Investment Plan -Terry Marbach B. LaRae Orullian Director 57,370 57,370 Quest Ventures (7) 40,774 40,774 International Quest Ventures II (7) 59,654 59,654 Fred W. Reams (8) 85,153 85,153 Strafe & Co F/A/O (5) 5,737 5,737 Gregg T. Summerville FBO Adam James Summerville Strafe & Co F/A/O (5) 5,737 5,737 Gregg T. Summerville FBO Amy Lynn Summerville Strafe & Co FAO (5) 14,342 14,342 KM & Co. EPS - G. Summerville Strafe & Co FAO KM & (3) 9,565 9,565 Co. EPS - David Kirr
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SECURITIES OFFERED FOR THE RELATIONSHIP SECURITIES OWNED SECURITY WITH PROCARD BEFORE BEFORE THE HOLDER'S NAME OF SECURITY HOLDER THE MERGER OFFERING ACCOUNT ----------------------- -------------------- ---------------- ----------------- Strafe & Co FAO KM & (6) 20,132 20,132 Co. EPS - Terry Marbach Strafe & Co FBO Gregg (5) 8,605 8,605 Summerville Gregg T. Summerville Director 144,760 144,760 Jerry H. and Sharon K. Executive Vice 1,376 1,376 Wagner President (9) Washington Securities (10) 3,442 3,442 Judson A. Watts Vice President 59 59 The Waugh/Carr Family (11) 1,456 1,456 Trust DTD 11/1/96
- --------------- (1) D. Dale Browning, a director of ProCard, is deemed to be the beneficial owner of any shares owned by DDB Investment Company LLLP because Mr. Browning is the general partner. (2) Laurance R. Hoagland, Jr., a director of ProCard before the effective date of the merger, is the beneficial owner of any shares owned by LGH Limited Partnership of which Mr. Hoagland is a limited partner. (3) David M. Kirr owned 10.10% of ProCard series B preferred stock and was the beneficial owner of these shares. (4) Constance Marbach is married to Terry B. Marbach, a director of ProCard before the effective date of the merger. (5) Gregg T. Summerville, a director of ProCard before the effective date of the merger, is the beneficial owner of these shares. (6) Terry B. Marbach, a director of ProCard before the effective date of the merger, is the beneficial owner of these shares. (7) Lucien Ruby, a director of ProCard before the effective date of the merger, may be deemed to be the beneficial owner of any shares held by Quest Ventures International and Quest Ventures II. Mr. Ruby may be deemed to beneficially own such shares as the general partner of Foray Partners, the general partner of both Quest entities. Mr. Ruby disclaims beneficial ownership of these shares. (8) Fred W. Reams owned 20.04% of the ProCard series A preferred stock before the effective date of the merger. (9) Sharon K. Wagner is married to Jerry H. Wagner, an Executive Vice President of ProCard. (10) Gregg T. Summerville, a director of ProCard before the effective date of the merger, is the beneficial owner of shares held by Washington Securities, a limited partnership, for which Mr. Summerville is a general partner. (11) Frederick J. Waugh, a Vice President and the CFO of ProCard, is a beneficial owner of shares held by The Waugh/Carr Family Trust. The date of this prospectus supplement is June 6, 2000. -----END PRIVACY-ENHANCED MESSAGE-----