-----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, UNExUxtT9P2htZIlyoxE1iF5XYTQI0qjij10qiA9T53nPACV/kJT7do+rO7Zcwfj VDxDFyA1caZZEFR7pdCGQA== 0000950144-01-506738.txt : 20010911 0000950144-01-506738.hdr.sgml : 20010911 ACCESSION NUMBER: 0000950144-01-506738 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010910 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OGIE ELIZABETH CORN CENTRAL INDEX KEY: 0000941183 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 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: 1934 Act SEC FILE NUMBER: 005-20492 FILM NUMBER: 1735095 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 13D/A 1 g71632sc13da.txt SYNOVUS FINANCIAL CORP./ELIZABETH CORN OGIE 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 2)* Under the Securities Exchange Act of 1934 of Elizabeth Corn Ogie 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) August 13, 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 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 10 of this filing. Page 1 of 10 2 CUSIP NO. 87161C 10 5 SCHEDULE 13D PAGE 2 OF 10 PAGES --------------------- -------- -------- (1) NAMES OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ELIZABETH CORN OGIE --------------------------------------------------------------------- (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 UNITED STATES --------------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 2,903,211.779 EACH -------------------------------------------------------- REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH 0 -------------------------------------------------------- (10) SHARED DISPOSITIVE POWER 2,903,211.779 -------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,903,211.779 --------------------------------------------------------------------- (12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] --------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% --------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* IN --------------------------------------------------------------------- Page 2 of 10 3 EXPLANATORY NOTES This Amendment No. 2 ("Amendment No. 2") is being made to the Schedule 13D as amended and restated by Amendment No. 1 filed on February 8, 2001 (the "Schedule 13D") by Elizabeth Corn Ogie, both in her individual capacity and as trustee of her grantor retained annuity trust ("GRAT"). This Amendment No. 2 is being filed pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, to report (1) the reorganization of TB&C Bancshares, Inc. ("TB&C") and the related distribution in liquidation by TB&C of 14,309,182 shares of common stock, $1.00 par value (the "Common Stock"), of Synovus Financial Corp., a Georgia corporation ("Synovus"), all of which were previously deemed to be beneficially owned indirectly by Mrs. Ogie; (2) the acquisition of 114,015 of such shares by Mrs. Ogie, as sole trustee of her GRAT; and (3) the fact that Mrs. Ogie now beneficially owns less than 5% of the outstanding shares of Synovus Common Stock. Other updating changes also are reflected in the items that are being amended. ITEM 1. SECURITY AND ISSUER. The information set forth in Item 1 of the Schedule 13D has not changed as of the date of this Amendment No. 2. ITEM 2. IDENTITY AND BACKGROUND. The information set forth in Item 2 of the Schedule 13D has not changed as of the date of this Amendment No. 2. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 of the Schedule 13D is hereby amended to report a recent transaction involving TB&C that reduced Mrs. Ogie's beneficial ownership of Synovus Common Stock to below 5% of the outstanding shares of such Common Stock. As a result of Mrs. Ogie's position as a director of TB&C, Mrs. Ogie was deemed to beneficially own 14,309,182 shares of Synovus Common Stock that were owned by TB&C until the close of business on August 13, 2001. After the close of business and after the New York Stock Exchange closed on August 13, 2001, TB&C completed a reorganization (the "Reorganization") under Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended, in which: (a) TB&C transferred to Synovus the 14,309,182 shares of Synovus Common Stock that TB&C previously owned, and Synovus issued to TB&C the same number of newly issued shares of Synovus Common Stock, having the same rights as the shares surrendered; and Page 3 of 10 4 (b) TB&C immediately distributed the 14,309,182 newly issued shares of Synovus Common Stock to TB&C's shareholders in proportion to their ownership of TB&C shares, all as part of the related liquidation and dissolution of TB&C. The only shares of Synovus Common Stock previously owned by TB&C that Mrs. Ogie is deemed to beneficially own after the Reorganization are the shares distributed by TB&C to Mrs. Ogie, as sole trustee of her GRAT, of which she also is the sole annuity beneficiary. As trustee of her GRAT, Mrs. Ogie received 114,015 shares of Synovus Common Stock based on her ownership, as trustee of her GRAT, of 116,305 shares of TB&C Common Stock being canceled in the dissolution of TB&C. The only funds or other consideration that has been or will be given in connection with the Reorganization consist of: (a) the shares of Synovus Common Stock surrendered by TB&C to Synovus in exchange for the issuance of an equal number of new shares of Synovus Common Stock issued by Synovus to TB&C; and (b) the shares of TB&C Common Stock owned by Mrs. Ogie, as sole trustee of her GRAT (as well as the shares of TB&C Common Stock owned by the other TB&C shareholders) that are being canceled in the dissolution of TB&C. TB&C was formed in 1986 by Elizabeth T. Corn (Mrs. Ogie's mother) and Mrs. Ogie's uncle and aunt, William B. Turner and Sarah T. Butler, to effect various family, financial and estate planning goals. All of the shares of Synovus Common Stock that TB&C owned immediately prior to the Reorganization consisted of the shares initially contributed, a modest amount of additional shares contributed in 1990 by the three founding shareholders, and additional shares issued with respect to the contributed shares as a result of intervening stock splits, as reduced by two relatively modest charitable gifts of shares of Synovus Common Stock by TB&C. Stock splits account for the vast majority of increases since 1995 in the number of shares shown as beneficially owned by Mrs. Ogie from time to time in her Schedule 13D filings. As of the date of this report, TB&C no longer owns or votes any shares of Synovus Common Stock. 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. As previously disclosed in Amendment No. 1, Mrs. Ogie and the other family members who are 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 Reorganization of TB&C (including the related distribution in liquidation by TB&C to its shareholders of all shares of Synovus Common Stock owned by TB&C). The Reorganization and related distribution of Synovus shares were completed on August 13, 2001. Mrs. Ogie does not have any plans or proposals that relate to or would result in: (a) any Page 4 of 10 5 person acquiring additional securities of Synovus or disposing of securities of Synovus (except through any distributions in kind by Mrs. Ogie as trustee of her GRAT (or possibly sales by her as trustee of such GRAT) of shares of Synovus Common Stock to satisfy annuity payments due to Mrs. Ogie as the annuity beneficiary of such GRAT, and through Mrs. Ogie's participation in Synovus' Director 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 page 2 hereof are based on 291,093,083 shares of Synovus Common Stock outstanding on August 23, 2001, as provided by Synovus. Mrs. Ogie could be construed to be the beneficial owner of 2,903,211.779 shares (1.0%) of Synovus Common Stock. Mrs. Ogie has shared voting and investment power as to all such shares of Synovus Common Stock, consisting of: (a) 9,062.779 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 her husband with Mrs. Ogie; (c) 52,367 shares owned by Synovus Trust Company ("STC"), a wholly owned subsidiary of Synovus, as trustee of 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 vote the Synovus shares and to direct distributions from and to revoke the trust) 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 Bradley-Turner Foundation, Inc. (the "B-T Foundation"), a charitable 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 Foundation, Inc., a not-for-profit charitable corporation ("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) 114,015 shares owned by Mrs. Ogie as sole trustee of her GRAT, as to which she may be deemed to share voting power and investment power with her husband. Additional information regarding the persons and entity with whom Mrs. Ogie shares voting power and/or investment power is included in the following chart. Page 5 of 10 6 INFORMATION REGARDING SYNOVUS TRUST COMPANY, THE TRUSTEES OF THE B-T FOUNDATION AND THE TRUSTEES OF BELOCO
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 Trustee of B-T Foundation Advisory Director of W. C. Bradley Co. 1017 Front Avenue, Columbus, GA 31901 Chairman of the Executive Committee of Synovus Financial Corp. 901 Front Avenue, Suite 301, Columbus, GA 31901 Sue Marie T. Turner Trustee of B-T Foundation Homemaker (wife of William B. Turner) Sarah T. Butler Trustee of B-T Foundation Homemaker Clarence C. Butler Trustee of B-T Foundation Retired Physician (husband of Sarah T. Butler) St. Francis Hospital P.O. Box 7000, Columbus, GA 31908 Elizabeth T. Corn Trustee of B-T Foundation and Homemaker Trustee of Beloco Lovick P. Corn Trustee of B-T Foundation and Advisory Director (husband of Elizabeth T. Corn) Trustee of Beloco W. C. Bradley Co. 1017 Front Avenue, Columbus, GA 31901 William B. Turner, Jr. Trustee of B-T Foundation President (adult son of William B. Turner) W. C. Bradley Co. 1017 Front Avenue, Columbus, GA 31901 Stephen T. Butler Trustee of B-T Foundation Chairman of the Board (adult son of Sarah T. Butler) W. C. Bradley Co. 1017 Front Avenue, Columbus, GA 31901 Elizabeth C. Ogie (adult Trustee of B-T Foundation Director daughter of Elizabeth T. Corn) and Trustee of Beloco Synovus Financial Corp., Suite 301 901 Front Avenue, 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) Elizabeth B. Ramsay Trustee of B-T Foundation Shop Owner (adult daughter of Sarah T. Galleria Riverside Butler) 15 10th Street, Columbus, GA 31902 Sam Wellborn Trustee of B-T Foundation Retired Chairman of Synovus Foundation P.O. Box 120 Columbus, GA 31902
Page 6 of 10 7
Capacity in Which Such Person Shares Present Principal Occupation and Address of Name and Address(1) Voting or Investment Power(2) Employment - -------------------------------- ----------------------------------- ---------------------------------------------------- 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 Synovus Trust Company, as Trustee of Revocable Trust for Financial institution with trust powers Trustee Elizabeth C. Ogie 1148 Broadway, 2nd Floor Columbus, GA 31901
- ----------------------- (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 here. - ----------------------- (c) There have not been any transactions within the last 60 days by Mrs. Ogie in shares of Synovus Common Stock, except for: (1) the receipt by Mrs. Ogie, as sole trustee of her GRAT, of 114,015 shares of Synovus Common Stock distributed on August 13, 2001 by TB&C in the Reorganization; (2) a charitable gift of 312 shares of Synovus Common Stock on July 13, 2001, made by STC, as sole trustee of a revocable trust for the benefit of Mrs. Ogie, pursuant to Mrs. Ogie's power to direct distributions from such trust; and (3) Mrs. Ogie's purchase of 35.961 shares of Common Stock at $32.0046 per share on July 2, 2001 through the automatic reinvestment of cash dividends with respect to shares of Synovus Common Stock she owns through the Synovus Director Stock Purchase Plan. (d) Mrs. Ogie's revocable trust authorizes STC as trustee to make distributions of income and corpus as directed by Mrs. Ogie. (e) Mrs. Ogie ceased to be a beneficial owner of more than 5% of the outstanding Synovus Common Stock on August 13, 2001. Page 7 of 10 8 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. There are no longer in effect any contracts, arrangements, understandings or relationships with respect to Synovus Common Stock required to be disclosed under 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 the Schedule 13D of Elizabeth C. Ogie and omitted pursuant to Rule 13d-2(e)). EXHIBIT B Letter dated February 29, 2000, renewing the Lease of Rights described under EXHIBIT A.(1) EXHIBIT C Agreement to Terminate Lease of Rights, dated January 22, 2001, between STC and TB&C.(1) EXHIBIT D Power of Attorney from Elizabeth C. Ogie, individually and as trustee.(1) - ------------- (1) Incorporated by reference from exhibits to Amendment No. 1 to Schedule 13D, dated as of January 22, 2001, as filed on behalf of Elizabeth Corn Ogie on February 8, 2001. Page 8 of 10 9 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. September 7, 2001 Elizabeth Corn Ogie, individually and as trustee By: /s/ Garilou Page --------------------------------------------- Garilou Page, as Attorney in Fact Page 9 of 10 10 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 the Schedule 13D of Elizabeth C. Ogie and omitted pursuant to Rule 13d-2(e)). EXHIBIT B Letter dated February 29, 2000, renewing the Lease of Rights described under EXHIBIT A.(1) EXHIBIT C Agreement to Terminate Lease of Rights, dated January 22, 2001, between STC and TB&C.(1) EXHIBIT D Power of Attorney from Elizabeth C. Ogie, individually and as trustee.(1)
- ----------------- (1) Incorporated by reference from exhibits to Amendment No. 1 to Schedule 13D, dated as of January 22, 2001, as filed on behalf of Elizabeth Corn Ogie on February 8, 2001. Page 10 of 10 -----END PRIVACY-ENHANCED MESSAGE-----