-----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, EP8eSVzDyw/WoiUBvzsrK7uxUyXU9RNN2WCN1SH9j9dWsWbSG14ZByp1JYkJrjYi HtItDMo93RtGyDVkiNHhyw== 0000018349-99-000003.txt : 19990128 0000018349-99-000003.hdr.sgml : 19990128 ACCESSION NUMBER: 0000018349-99-000003 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990127 GROUP MEMBERS: COLUMBUS BANK AND TRUST COMPANY GROUP MEMBERS: SYNOVUS FINANCIAL CORP GROUP MEMBERS: SYNOVUS TRUST COMPANY 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 13G/A SEC ACT: SEC FILE NUMBER: 005-20492 FILM NUMBER: 99513736 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: 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 13G/A 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 SC 13G/A 1 OMB APPROVAL OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response....14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 24 )* Synovus Financial Corp. - -------------------------------------------------------------------------------- (Name of Issuer) $1.00 Par Value Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 87161C-10-5 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 1998 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |X| Rule 13d-1(b) |_| Rule 13d-1(c) |_| Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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). SEC 1745(3-98) Page 1 of 9 pages 13G CUSIP No. 87161C-10-5 - ----------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Synovus Financial Corp., as Parent Holding Company of its various banking and trust company subsidiaries, Columbus Bank and Trust Company, as the Parent Bank of Synovus Trust Company, and Synovus Trust Company, in various fiduciary capacities. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Georgia Number of 5 SOLE VOTING POWER Shares Benefi- 22,308,699 cially Owned By Each Reporting Person With 6 SHARED VOTING POWER 946,632 7 SOLE DISPOSITIVE POWER 22,647,753 8 SHARED DISPOSITIVE POWER 14,279,396 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,063,176 (Includes Beneficial Ownership disclaimed) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.7% 12 TYPE OF REPORTING PERSON BK and HC - -------- ----- Page 2 of 9 Page 3 of 9 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Check the following box if a fee is being paid with this statement. [ ] 1. (a) Name of Issuer: Synovus Financial Corp. (b) Address of Issuer's Principal Executive Offices: One Arsenal Place 901 Front Avenue, Suite 301 Columbus, Georgia 31901 2. (a) & (b) Name and Principal Business Office of Persons Filing: Synovus Trust Company, 1148 Broadway Columbus, Georgia 31901 Columbus Bank and Trust Company, 1148 Broadway Columbus, Georgia 31901 Synovus Financial Corp., One Arsenal Place, 901 Front Avenue Suite 301, Columbus, Georgia 31901 (c) Citizenship: Synovus Financial Corp. is a Georgia business corporation and its banking and trust company subsidiaries, including Synovus Trust Company and Columbus Bank and Trust Company, are Georgia, Florida, Alabama and National Banking corporations and trust companies. (d) Title of class of securities: $1.00 par value common stock. (e) CUSIP No. 87161C-10-5 3. Check whether person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [X] Bank as defined in section 3(a)(6) of the Act Page 4 of 9 (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (d) [ ] Investment Company registered under section 8 of the Investment Company Act (e) [ ] Investment Adviser registered under section 203 of the Investment. Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see ss. 240.13d-1(b)(1)(ii)(F) (g) [X] Parent Holding Company, in accordance with ss. 240.13d-1 (b)(ii)(G) (Note: See Item 7) (h) [ ] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(H) 4. Ownership: (a) Amount Beneficially Owned (Includes shares as to which beneficial ownership is disclaimed): December 31, 1998 37,063,176 (b) Percent of Class: 13.7% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 22,308,699 (ii) Shared power to vote or to direct the vote 946,632 (iii) Sole power to dispose or to direct the disposition of 22,647,753 (iv) Shared power to dispose or to direct the disposition of 14,279,396 For an additional discussion on this item, see Exhibits "A", "B" and "C" attached hereto. Page 5 of 9 5. Ownership of Five Percent or Less of a Class. Not Applicable 6. Ownership of More than Five Percent on Behalf of Another Person. See Exhibit "B" 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See Exhibit "C" 8. Identification and Classification of Members of the Group. Not Applicable 9. Notice of Dissolution of Group. Not Applicable Page 6 of 9 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. SYNOVUS FINANCIAL CORP. By: /s/G. Sanders Griffith, III G. Sanders Griffith, III Senior Executive Vice President 1/25/99 Date COLUMBUS BANK AND TRUST COMPANY By: /s/James D. Yancey James D. Yancey Chairman of the Board 1/25/99 Date SYNOVUS TRUST COMPANY By: /s/George G. Flowers George G. Flowers President 1/25/99 Date Page 7 of 9 EXHIBIT "A" In addition to the securities identified in the response to Item 4, as of December 31, 1998, the banking and trust company subsidiaries of Synovus Financial Corp. possessed neither sole nor shared voting or investment power in connection with 22,616,070 shares of the class of securities which is the subject of this report which were held in various agency, custody, safekeeping or asset management capacities, or with brokers, for various agency, custody, safekeeping or asset management customers. Such securities are not included in the response to such item in this report. However, appropriate disclosures will be included in all future reports to identify the volume of such securities held in agency, custody, safekeeping, asset management or other capacities in which they possess neither sole or shared voting or investment power. See Exhibit "C". Page 8 of 9 EXHIBIT "B" As of December 31, 1998, Synovus Trust Company, a wholly-owned trust company subsidiary of Columbus Bank and Trust Company, a wholly-owned banking subsidiary of Synovus Financial Corp., all of which are signatory parties hereto, possessed in various fiduciary capacities, the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of 13.3% of the class of the securities which is the subject of this report, as set forth below, the beneficial ownership of which is disclaimed. The other known persons having the right, as of December 31, 1998, to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the class of securities which is the subject of this report, are other banking and trust company subsidiaries of Synovus Financial Corp. as identified in Exhibit "C", the beneficial ownership of which is disclaimed. None of such other banking subsidiaries, as of December 31, 1998, individually or in the aggregate, possessed such right or power relating to more than five percent of the class of securities which is the subject of this report. Held by Synovus Trust Company in various fiduciary capacities as of December 31, 1998:
Sole Shared Sole Power Shared Power Voting Power Voting Power To Dispose To Dispose - -------------------------------------------------------------------------------- 21,400,358 907,570 21,875,439 14,183,022
Page 9 of 9 EXHIBIT "C" Identified below are the subsidiaries of Synovus Financial Corp. and its wholly-owned banking subsidiary, Columbus Bank and Trust Company, which hold, in various fiduciary capacities, the class of securities which is the subject of this report. (1) Synovus Trust Company, a trust company subsidiary of Columbus Bank and Trust Company. (2) Synovus Trust Company (Florida), a trust company subsidiary of Synovus Trust Company. (3) The National Bank of South Carolina, a banking subsidiary of Synovus Financial Corp. The respective beneficial ownership by those subsidiaries of Synovus Financial Corp. that held, as of December 31, 1998, the class of securities which is the subject of this report is identified below. (1) Synovus Trust Company, Synovus Trust Company (Florida), and The National Bank of South Carolina maintained in various fiduciary capacities as to which they possessed sole voting power, 21,400,358; 453,020; and 455,321 shares, respectively, and as to which they possessed sole dispositive power, 21,875,439; 453,020; and 319,294 shares, respectively, of the class of securities which is the subject of this report, the beneficial ownership of which is disclaimed. (2) Synovus Trust Company and The National Bank of South Carolina maintained in various fiduciary capacities as to which they possessed shared voting power, 907,570 and 39,062 shares respectively, and as to which they possessed shared dispositive power, 14,183,022 and 96,374 shares, respectively, of the class of securities which is the subject of this report, the beneficial ownership of which is disclaimed. In addition to the foregoing, and as referenced in Exhibit "A" hereto, Synovus Trust Company, a trust company subsidiary of Columbus Bank and Trust Company, Synovus Trust Company (Florida) a trust company subsidiary of Synovus Trust Company, and The National Bank of South Carolina a banking subsidiary of Synovus Financial Corp., maintained as of December 31, 1998, in various agency, custody, safekeeping or asset management capacities, or with brokers, for various agency, custody, safekeeping or asset management customers: 22,439,097; 170,526; and 6,447 shares, respectively, or an aggregate of 22,616,070 shares, of the class of securities which is the subject of this report. -----END PRIVACY-ENHANCED MESSAGE-----