-----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, Lm0ACi8OHc4Cj1A2EiN7c3ZBNhbjYmPQ8DQb4HBujnRLQYjbAg/6b4c2XyMnJwey n/oLqbjJGze5R+cemOuAig== 0000018349-06-000011.txt : 20060127 0000018349-06-000011.hdr.sgml : 20060127 20060127105037 ACCESSION NUMBER: 0000018349-06-000011 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060127 DATE AS OF CHANGE: 20060127 GROUP MEMBERS: COLUMBUS BANK AND TRUST COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOTAL SYSTEM SERVICES INC CENTRAL INDEX KEY: 0000721683 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 581493818 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35176 FILM NUMBER: 06555657 BUSINESS ADDRESS: STREET 1: 1600 FIRST AVENUE STREET 2: P O BOX 1755 CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7066492267 MAIL ADDRESS: STREET 1: 1600 FIRST AVENUE CITY: COLUMBUS STATE: GA ZIP: 31901 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: 1111 BAY AVENUE STREET 2: STE 500 PO BOX 120 CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7066494818 MAIL ADDRESS: STREET 1: 1111 BAY AVENUE STREET 2: STE 500 PO BOX 120 CITY: COLUMBUS STATE: GA ZIP: 31901 FORMER COMPANY: FORMER CONFORMED NAME: CB&T BANCSHARES INC DATE OF NAME CHANGE: 19890912 SC 13G/A 1 tss13g.txt TSYS 13 G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 23 )* ------------ Total System Services, Inc. (Name of Issuer) $.10 Par Value Common Stock (Title of Class of Securities) 891906-10-9 (CUSIP Number) December 31, 2005 - -------------------------------------------------------------------------------- (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). Page 1 of 9 pages 13G CUSIP No. 891906-10-9 - -------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Columbus Bank and Trust Company, as parent holding company and in various fiduciary capacities, and Synovus Financial Corp. as parent holding company of Columbus Bank and Trust Company. 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 159,630,980 - Beneficial ownership recognized Benefi- 2,763,470 - Beneficial ownership disclaimed; cially Held as fiduciary Owned By Each Reporting Person With 6 SHARED VOTING POWER 270,328 - Beneficial ownership disclaimed; Held as fiduciary 7 SOLE DISPOSITIVE POWER 159,630,980 - Beneficial ownership recognized 2,751,441 - Beneficial ownership disclaimed; Held as fiduciary 8 SHARED DISPOSITIVE POWER 365,282 - Beneficial ownership disclaimed; Held as fiduciary 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (Includes Beneficial Ownership disclaimed) 162,747,703 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 82.5% (Calculated excluding from outstanding shares all shares owned by Issuer as Treasury shares) 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 1. (a) Name of Issuer: Total System Services, Inc. ---------------------------- (b) Address of Issuer's Principal Executive Offices: 1600 First Avenue --------------------------------------------------------- Columbus, Georgia 31901 --------------------------------------------------------- 2. (a) & (b) Name and Principal Business Office of Person Filing: Synovus Financial Corp., 1111 Bay Avenue, Suite 500 ---------------------------------------------------------- Columbus, Georgia 31901 ----------------------------------------------------------- Columbus Bank and Trust Company, 1148 Broadway ----------------------------------------------------------- Columbus, Georgia 31901 ------------------------------------------------------------ (c) Citizenship: Columbus Bank and Trust Company, Synovus Financial Corp., and Total ------------------------------------------------------------------------ System Services, Inc. are Georgia corporations, with Columbus Bank and ------------------------------------------------------------------------ Trust Company being a Georgia banking corporation, and Synovus Financial ------------------------------------------------------------------------ Corp. and Total System Services, Inc. being Georgia business ------------------------------------------------------------------------ corporations. ------------------------------------------------------------------------ (d) Title of class of securities: $.10 par value common stock. ------------------------------------------ (e) CUSIP No. 891906-10-9 -------------------------------------------------------------- 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 (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 of 1940 Page 4 of 9 (e)[ ] Investment Adviser in accordance with ss. 240.13d - 1(b)(1)(ii)(E) (f)[ ] An employee benefit plan or endowment fund in accordance with ss. 240.13d-1(b)(1)(ii)(F) (g)[X] A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G) (Note: See Item 7) (h)[ ] A savings association as defined in Section 3(b)of the Federal Deposit Insurance Act (12 U.S.C. 1813) (i)[ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) (j)[ ] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J) 4. Ownership: (a) Amount beneficially owned (Includes shares as to which beneficial ownership is disclaimed). December 31, 2005 162,747,703 ----------------------------------------------------------------------- (b) Percent of Class: 82.5% (Calculated excluding from outstanding ----------------------------------------------------- shares all shares owned by the Issuer as treasury shares). ----------------------------------------------------------------------- (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 159,630,980 - Beneficial ownership recognized ------------------------------------------------------------------- 2,763,470 - Beneficial ownership disclaimed; held as fiduciary ------------------------------------------------------------------- (ii)Shared power to vote or to direct the vote 270,328 - Beneficial ownership disclaimed; held as fiduciary ------------------------------------------------------------------- Page 5 of 9 (iii) Sole power to dispose or to direct the disposition of 159,630,980 - Beneficial ownership recognized ---------------------------------------------------------------- 2,751,441 - Beneficial ownership disclaimed; held as fiduciary ---------------------------------------------------------------- (iv) Shared power to dispose or to direct the disposition of 365,282 - Beneficial ownership disclaimed; held as fiduciary ----------------------------------------------------------------- For an additional discussion on this item, see Exhibit "A". 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 "A" ------------------------------------------------------------------------ 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. SEE EXHIBIT "A" ------------------------------------------------------------------------- 8. Identification and Classification of Members of the Group. See Exhibit "B" ------------------------------------------------------------------------- 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 or with 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. COLUMBUS BANK AND TRUST COMPANY January 27, 2006 By:/s/Jon C. Dodds - ----------------------------- ------------------------------------- Date Jon C. Dodds Executive Vice President SYNOVUS FINANCIAL CORP. January 27, 2006 By: /s/G. Sanders Griffith, III - ----------------------------- ------------------------------------ Date G. Sanders Griffith, III Senior Executive Vice President Page 7 of 9 EXHIBIT "A" As of December 31, 2005, Columbus Bank and Trust Company, the parent holding company of the issuer, as well as a banking subsidiary of Synovus Financial Corp. and a signatory party hereto, possessed the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of 81.0% of the class of the securities which is the subject of this report, equal to 159,630,980 shares, of which the beneficial ownership is recognized. In addition, 3,111,065 shares of the class of securities which is the subject of this report are held in a fiduciary capacity by Columbus Bank and Trust Company's wholly-owned trust company subsidiary, Synovus Trust Company ("Synovus Trust"), as set forth below. The other banking, investment advisory and trust company subsidiaries of Synovus Financial Corp. as of December 31, 2005 held in a fiduciary or advisory capacity 5,658 shares of the class of securities which is the subject of this report. None of such subsidiaries, individually or in the aggregate, possesses such right or power relating to more than five percent of the class of the securities which is the subject of this report. Page 8 of 9 Held by Columbus Bank and Trust Company and its wholly-owned trust company subsidiary, Synovus Trust Company, as of December 31, 2005.
Sole Shared Sole Power Shared Power Voting Power Voting Power To Dispose To Dispose ----------- ----------- ---------- ------------ 159,630,980(1) 270,328(2) 159,630,980(1) 359,624(2) 2,763,470(2) 2,751,441(2) (1) As of December 31, 2005, Columbus Bank and Trust Company was the registered owner and possessed sole voting and dispositive power with respect to 159,630,980 shares of the class of the securities which is the subject of this report, the beneficial ownership of which is recognized. (2) As of December 31, 2005, Synovus Trust Company, the wholly-owned trust company subsidiary of Columbus Bank and Trust Company, held in various fiduciary or advisory capacities 2,763,470 shares as to which it possessed sole voting power, 2,751,441 shares as to which it possessed sole dispositive power, 270,328 shares as to which it possessed shared voting power, and 359,624 shares as to which it possessed shared dispositive power, of the class of the securities which is the subject of this report, the beneficial ownership of which is disclaimed.
Page 9 of 9 EXHIBIT "B" ----------- Columbus Bank and Trust Company, a Georgia banking corporation, is a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (the "Act"). Synovus Financial Corp., a Georgia business corporation, is the parent holding company of Columbus Bank and Trust Company in accordance with Regulation 240.13d-1(b)(1) (ii) (G) promulgated under the Act. -----END PRIVACY-ENHANCED MESSAGE-----