-----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, PEh47TNbh6nEbxPePzKMkGNK+2wzjIR3NSUEQqMbeHXuSzXUAFwXVNeGEkci5Ltk SjB//3r5Ngf2KQm+ap9U0w== 0000950144-00-015177.txt : 20001222 0000950144-00-015177.hdr.sgml : 20001222 ACCESSION NUMBER: 0000950144-00-015177 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20001221 GROUP MEMBERS: BUTLER SARAH TURNER GROUP MEMBERS: CLARENCE C. BUTLER 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: 793635 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: BUTLER SARAH TURNER CENTRAL INDEX KEY: 0000941201 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 g66102sc13da.txt SYNOVUS FINANCIAL CORP. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 2)* Under the Securities Exchange Act of 1934 of Sarah T. Butler (joined by her spouse) 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) December 6, 2000 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 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 12 of this filing. Page 1 of 16 2 SCHEDULE 13D - ---------------------------- ----------------------------- CUSIP No. 87161C 10 5 Page 2 of 16 Pages - ---------------------------- ----------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) SARAH T. BUTLER - -------------------------------------------------------------------------------- 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [ ] TO ITEMS 2(D) OR 2(E) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ---------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING 30,347,708.798 PERSON ----------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 30,347,708.798 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,347,708.798 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- 3 SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP No. 87161 C 10 5 Page 3 of 16 Pages - ---------------------------------- ------------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) CLARENCE C. BUTLER - -------------------------------------------------------------------------------- 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY --------------------------------------------------- EACH REPORTING 8 SHARED VOTING POWER PERSON 2,726,683.798 WITH -------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 17,035,865.798 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,035,865.798 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- 4 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. Amendment No. 2 amends and restates the Schedule 13D, as previously amended, of Sarah T. Butler. Mrs. Butler's husband, Clarence C. Butler, is joining in this filing for the first time due to the recent transfer to him of certain family holding company shares previously owned by Mrs. Butler. That transfer may cause Dr. Butler to be deemed to share beneficial ownership of certain Synovus shares that: (a) are held through such family holding company; (b) are also beneficially owned by Mrs. Butler; and (c) constitute more than 5% of Synovus Common Stock. Accordingly, Amendment No. 2 is being filed jointly by Mrs. Butler and Dr. Butler, both in their individual capacities and as trustees of their respective grantor retained annuity trusts ("GRATs") described in Item 3 below. Mrs. Butler and Dr. Butler share the same household. The address of both Mrs. Butler and Dr. Butler is c/o Synovus Trust Company, Post Office Box 120, Columbus, Georgia 31902. Mrs. Butler is a homemaker. Dr. Butler is a retired physician, but he continues to maintain an office at the St. Francis Hospital, P. O. Box 7000, Columbus, Georgia 31908. Neither Mrs. Butler nor Dr. Butler has been convicted during the last five years in any criminal proceeding (excluding traffic violations or similar misdemeanors). Neither Mrs. Butler nor Dr. Butler has been a party during the last five years to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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. Both Mrs. Butler and Dr. Butler are citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Amendment No. 2 is being filed pursuant to Rules 13d-1(k)(1) and 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, to report the following transactions in the stock of TB&C Bancshares, Inc., a Georgia corporation ("TB&C"), through which Mrs. and Dr. Butler, as trustees of their respective GRATs, may be deemed to beneficially own certain shares of Synovus Common Stock. - A gift on December 6, 2000, of 2,253,330 shares of common stock (15.4% of the outstanding voting stock) of TB&C from Mrs. Butler to Dr. Butler; Page 4 of 16 5 - A transfer on December 14, 2000, by Mrs. Butler of 2,249,604 shares of common stock (15.4% of the outstanding voting stock) of TB&C to the 2000 Sarah T. Butler Trust, a grantor retained annuity trust of which Mrs. Butler is the sole trustee ("Mrs. Butler's GRAT"), as well as gifts by Mrs. Butler of a total of 3,726 shares of common stock of TB&C to her children; and - A transfer on December 14, 2000, by Dr. Butler of 2,253,330 shares of common stock (15.4% of the outstanding voting stock) of TB&C to the 2000 Clarence C. Butler Trust, a grantor retained annuity trust of which Dr. Butler is the sole trustee ("Dr. Butler's GRAT"). No funds or any other consideration has been or will be given in connection with any of the gifts and transfers described above. TB&C was formed in 1986 by Mrs. Butler and her brother and sister, William B. Turner 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). There were two additional splits (one two-for-one split and one three-for-two split) between the time Mrs. Butler filed her initial Schedule 13D in October 1980 and the formation of TB&C in 1986. As a result, each share of Synovus Common Stock outstanding in October 1980 now represents 34 shares of Synovus Common Stock. These stock splits, together with the sharing of voting and investment power over the shares her brother and sister contributed to TB&C, account for the vast majority of increases since 1980 in the number of shares shown as beneficially owned by Mrs. Butler. As of the date of this report, the voting stock of TB&C is beneficially owned primarily by: (1) Mrs. Butler, who owns 15.4% through Mrs. Butler's GRAT, (2) Dr. Butler, who owns 15.4% through Dr. Butler's GRAT, (3) Mrs. Corn and her husband, who together own 29.4% through similar GRATs established by each of them and (4) Mr. Turner and his wife, who together own 28.9% through similar GRATs established by each of them. Mrs. Butler is one of six directors of TB&C. Dr. Butler is not a director of TB&C. As of the date of this report, TB&C beneficially owns 14,309,182 shares of Synovus Common Stock directly and may be deemed the beneficial owner of 13,311,843 shares of Common Stock indirectly pursuant to the Voting Lease described below. On March 2, 1995, TB&C entered into an agreement (the "Voting Lease") to lease certain rights in all shares of 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. Pursuant to the Voting Lease, TB&C has 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 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 Page 5 of 16 6 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 are equal to $.0265625 per share of Synovus Common Stock, which is .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 uses the quarterly cash dividends that it receives with respect to the shares of Synovus Common Stock it owns directly as the source of funds to pay these lease payments. ITEM 4. PURPOSE OF TRANSACTION. As indicated under Item 3, TB&C was formed to allow Mrs. Butler and her brother and sister to effect various family, financial and estate planning goals for themselves and their lineal descendants. The gift and transfers of TB&C shares described under Item 3 have been effected in furtherance of these goals. Mrs. and Dr. Butler plan to continue evaluating ways to achieve such goals. Neither Mrs. Butler nor Dr. Butler 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 Dr. Butler's participation in Synovus' Director Stock Purchase Plan (which is available to Dr. Butler as an emeritus director of a subsidiary of Synovus); (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 284,673,291 shares of Synovus Common Stock outstanding on December 14, 2000, as provided by the Company. MRS. BUTLER. Mrs. Butler could be construed to be the beneficial owner of 30,347,708.798 shares (10.7%) of the Synovus Common Stock. Certain of these shares have been beneficially owned by Mrs. Butler for a number of years, with such beneficial ownership often pre-dating the organization of Synovus and extending to comparable beneficial ownership of the securities of Columbus Bank and Trust Company, the lead bank subsidiary for which Synovus was initially organized to acquire in 1972. 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 Dr. Butler; (b) 67,970.798 shares owned directly by Dr. Butler, as to Page 6 of 16 7 which Mrs. Butler shares voting and investment power; (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 with STC, as trustee of such trust; (d) 2,568,205 shares owned by the Bradley-Turner Foundation (the "B-T Foundation"), a charitable foundation of which both Dr. and Mrs. Butler are trustees and as to which voting power and investment power are shared with the other trustees of such foundation; (e) 14,309,182 shares owned directly by TB&C, as to which voting power and investment power are shared 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 with the other five principal shareholders of TB&C; and (f) 13,311,843 shares held in trust under the Series 600 Trusts by STC, as trustee, subject to the terms of the Voting Lease described in Item 3 above, as to which voting power, and, with respect to tender offers, exchange offers and mergers, investment power, are shared with the other directors of TB&C. Investment power with respect to the shares of Synovus Common Stock held by the Series 600 Trusts is held by STC, as trustee, as to all matters other than tender offers, exchange offers and mergers. 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. DR. BUTLER. Dr. Butler could be construed to be the beneficial owner of 17,035,865.798 shares (6.0%) of Synovus Common Stock. Dr. Butler has shared voting and investment power as to 2,726,683.798 of these shares, as follows: (a) 67,970.798 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 with Dr. 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 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 Dr. Butler's 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 directly by TB&C. Additional information regarding the persons and entity with whom Mrs. and Dr. Butler share voting power and/or investment power is included on the next page. Page 7 of 16 8 INFORMATION REGARDING THE DIRECTORS AND CONTROLLING SHAREHOLDERS OF TB&C, THE TRUSTEES OF THE B-T FOUNDATION, AND SYNOVUS TRUST COMPANY AS TRUSTEE
Capacity in Which Such Person Shares Name and Address(1) Voting or Investment Power Present Principal Occupation and Address of Employment - -------------------------------- ----------------------------------- ------------------------------------------------------ William B. Turner Director and Controlling Shareholder Advisory Director of of TB&C and Trustee of B-T W. C. Bradley Co. (1017 Front Avenue, 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 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 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 and Trustee of B-T Foundation Lovick P. Corn Controlling Shareholder of TB&C Advisory Director and Trustee of B-T Foundation W.C. Bradley Co. 1017 Front Avenue, Columbus, GA 31901 William B. Turner, Jr. Director of TB&C and Trustee of President (adult son of William B. Turner) B-T Foundation W. C. Bradley Co. 1017 Front Avenue, Columbus, GA 31901 Stephen T. Butler Director of TB&C and Trustee of Chairman of the Board (adult son of Sarah T. Butler) B-T Foundation W. C. Bradley Co. 1017 Front Avenue, Columbus, GA 31901 Elizabeth C. Ogie Director of TB&C and Trustee of Director (adult daughter of Elizabeth T. B-T Foundation W. C. Bradley Co. Corn) 1017 Front Avenue, Columbus, GA 31901 Sarah T. Martin Director of B-T Foundation Employee (adult daughter of William B. Columbus Travel Turner) 123 12th Street, Columbus, GA 31901
Page 8 of 16 9 Polly C. Miller Director of B-T Foundation Homemaker (adult daughter of Elizabeth T. Corn) Elizabeth B. Ramsay Director of B-T Foundation Shop Owner (adult daughter of Sarah T. Galleria Riverside Butler) 15 10th Street, Columbus, GA 31902 Sam Wellborn Director of B-T Foundation Chairman of Synovus Foundation Post Office Box 120, Columbus, GA 31902 Synovus Trust Company, Trustee of Series 600 Trusts Financial institution with trust powers As Trustee and Trustee of Revocable 1148 Broadway, 2nd Floor Trust for Clarence C. Butler Columbus, GA 31901
- ------------------------ (1) Each individual named above is a citizen of the United States, 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, Post Office Box 120, Columbus, GA 31902. - ------------------------ (c) There have not been any transactions within the last 60 days by Mrs. or Dr. Butler in shares of Synovus Common Stock. (d) Pursuant to the Series 600 Trusts, STC has the power to distribute dividends from an aggregate of 13,311,843 shares of Synovus Common Stock held by the Series 600 Trusts. The Series 600 Trusts also authorize STC to distribute up to $10,000 annually from the corpus of each trust, and any such annual distributions could include sale proceeds from the sale of any of such shares. Dr. Butler's revocable trust authorizes STC as trustee to make distributions of income and corpus as directed by Dr. Butler. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE Issuer. Except as described herein, there are no contracts, arrangements, understandings or relationships with respect to the Synovus Common Stock. Page 9 of 16 10 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 Sarah T. Butler 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 Power of Attorney from Sarah T. Butler, individually and as trustee. EXHIBIT D Power of Attorney from Clarence C. Butler, individually and as trustee. EXHIBIT E Agreement with respect to joint filing of Amendment No. 2 to Schedule 13D pursuant to Rule 13d-1(k)(1)(iii), dated December 15, 2000, between Clarence C. Butler and Sarah T. Butler. Page 10 of 16 11 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. December 21, 2000 Sarah T. Butler, individually and as trustee By:/s/ Garilou Page --------------------------------------- Garilou Page, as Attorney in Fact December 21, 2000 Clarence C. Butler, individually and as trustee By:/s/ Garilou Page ----------------------------------------- Garilou Page, as Attorney in Fact Page 11 of 16 12 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 Sarah T. Butler 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 Power of Attorney from Sarah T. Butler, individually and as trustee. EXHIBIT D Power of Attorney from Clarence C. Butler, individually and as trustee. EXHIBIT E Agreement with respect to joint filing of Amendment No. 2 to Schedule 13D pursuant to Rule 13d-1(k)(1)(iii), dated December 15, 2000, between Clarence C. Butler and Sarah T. Butler. Page 12 of 16 EX-99.B 2 g66102ex99-b.txt LETTER DATED FEBRUARY 29, 2000 1 EXHIBIT B 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. Mr. Garilou Page Mr. Christopher D. Hohlstein Page 13 of 16 EX-99.C 3 g66102ex99-c.txt POWER OF ATTORNEY FROM SARAH T. BUTLER 1 EXHIBIT C 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. /s/ Sarah T. Butler ------------------------------- Sarah T. Butler Page 14 of 16 EX-99.D 4 g66102ex99-d.txt POWER OF ATTORNEY FROM CLARENCE C. BUTLER 1 EXHIBIT D 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. /s/ Clarence C. Butler ----------------------------------- Clarence C. Butler Page 15 of 16 EX-99.E 5 g66102ex99-e.txt AGREEMENT WITH RESPECT TO JOINT FILING 1 EXHIBIT E AGREEMENT REGARDING JOINT FILING Each of the undersigned hereby agrees that the Schedule 13D and any amendment thereto filed on behalf of both of the undersigned individually and as trustee of any trust (which may be signed by any attorney-in-fact duly authorized by each of the undersigned) pursuant to Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the ownership (directly and indirectly) of the common stock of Synovus Financial Corp. by both or either of the undersigned, individually and as trustee of any trust, is and will be filed jointly on behalf of each of the undersigned. This Agreement may be executed in multiple counterparts with the effect that all such counterparts shall constitute one single Agreement. Dated as of December 15, 2000. /s/ Clarence C. Butler -------------------------------------------- Clarence C. Butler, individually and as trustee /s/ Sarah T. Butler -------------------------------------------- Sarah T. Butler, individually and as trustee Page 16 of 16 -----END PRIVACY-ENHANCED MESSAGE-----