-----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, HZgzwu4lguO1iluBGfbwJu1MLkiHCaZYW+dL74o9re0qcLtkeN2jzg+UiBNpuK1F yWJxxt7BC3qmcTYPCxljhQ== 0000018349-00-000018.txt : 20000501 0000018349-00-000018.hdr.sgml : 20000501 ACCESSION NUMBER: 0000018349-00-000018 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000428 FILER: 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: 10-K/A SEC ACT: SEC FILE NUMBER: 001-10312 FILM NUMBER: 611895 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 10-K/A 1 AMENDED 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 (Mark One) [X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended 1999 or ---- [ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from_____ to_______ Commission file number 1-10312 SYNOVUS FINANCIAL CORP. (Exact Name of Registrant as specified in its charter) Georgia 58-1134883 (State or other jurisdiction of incorporation (I.R.S. Employer or organization Identification No.) One Arsenal Place, 901 Front Avenue Suite 301, Columbus, Georgia 31901 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (706) 649-2387 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered ------------------- ----------------------------------------- Common Stock, $1.00 Par Value New York Stock Exchange Common Stock Purchase Rights New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES X NO___________ ----------- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] As of February 11, 2000, 282,246,801 shares of the $1.00 par value common stock of Synovus Financial Corp. were outstanding, and the aggregate market value of the shares of $1.00 par value common stock of Synovus Financial Corp. held by non-affiliates was approximately $3,481,000,000 (based upon the closing per share price of such stock on said date). Portions of the 1999 Annual Report to Shareholders of Registrant are incorporated in Parts I, II and IV of this report. Portions of the Proxy Statement of Registrant dated March 16, 2000 are incorporated in Part III of this report. The undersigned registrant hereby amends Item 14 of its Annual Report on Form 10-K for the year ended December 31, 1999 by adding Exhibit 99.1, the Annual Report on Form 11-K for the Synovus Financial Corp. Employee Stock Purchase Plan for the year ended December 31, 1999, and by adding Exhibit 99.2, the Annual Report on Form 11-K for the Synovus Financial Corp. Director Stock Purchase Plan for the year ended December 31, 1999, as set forth below and in the attached exhibits. Part IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) 1. Financial Statements The following Consolidated Financial Statements of Synovus Financial Corp. and its subsidiaries are specifically incorporated by reference from pages F-2 through F-24 of Synovus' 1999 Annual Report to Shareholders, in response to Item 8, Part II, Financial Statements and Supplementary Data. Consolidated Balance Sheets - December 31, 1999 and 1998 Consolidated Statements of Income - Years Ended December 31, 1999, 1998 and 1997 Consolidated Statements of Changes in Shareholders' Equity - Years Ended December 31, 1999, 1998 and 1997 Consolidated Statements of Cash Flows - Years Ended December 31, 1999, 1998 and 1997 Summary of Significant Accounting Policies - December 31, 1999, 1998 and 1997 Notes to Consolidated Financial Statements - December 31, 1999, 1998 and 1997 Independent Auditors' Report 2. Financial Statement Schedules Financial Statement Schedules - None applicable because the required information has been incorporated in the Consolidated Financial Statements of Synovus Financial Corp. and its subsidiaries incorporated by reference herein. 3. Exhibits Exhibit Number Description ------- -------------- 3.1 Articles of Incorporation, as amended, of Synovus Financial Corp. ("Synovus") incorporated by reference to Exhibit 4(a) of Synovus' Registration Statement on Form S- 8 filed with the Securities and Exchange Commission on July 23, 1990 (File No. 33-35926). 3.2 Bylaws, as amended, of Synovus. 4.1 Form of Rights Agreement incorporated by reference to Exhibit 4.1 of Synovus' Registration Statement on Form 8- A dated April 28, 1999 filed with the Commission on April 28, 1999 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. 9.1 Voting Lease Agreement incorporated by reference to Exhibit 9.1 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 1994, as filed with the Commission on March 24, 1995. 10. EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS 10.1 Employment Agreement of James D. Yancey with Synovus incorporated by reference to Exhibit 10.1 of Synovus' Registration Statement on Form S-1 filed with the Commission on December 18, 1990 (File No. 33-38244). 10.2 Incentive Bonus Plan of Synovus incorporated by reference to Exhibit 10.5 of Synovus' Registration Statement on Form S-1 filed with the Commission on December 18, 1990 (File No. 33-38244). 10.3 Director Stock Purchase Plan of Synovus. 10.4 Key Executive Restricted Stock Bonus Plan of Synovus incorporated by reference to Exhibit 10.6 of Synovus' Registration Statement on Form S-1 filed with the Commission on December 18, 1990 (File No. 33-38244). 10.5 1989 Stock Option Plan of Synovus incorporated by reference to Exhibit "A" of Synovus' Registration Statement on Form S-8 filed with the Commission on July 23, 1990 (File No. 33-35926), which Option Plan was amended on March 16, 1992 to eliminate the stock appreciation rights feature of the outstanding options under the Plan and reduce the exercise price from $16 5/8 per share to $9.70 per share. 10.6 Consulting Agreement of H. Lynn Page with Synovus incorporated by reference to Exhibit 10.6 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 1992, as filed with the Commission on March 29, 1993. 10.7 Excess Benefit Agreement of Synovus incorporated by reference to Exhibit 10.7 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 1994, as filed with the Commission on March 24, 1995. 10.8 Wage Continuation Agreement of Synovus incorporated by reference to Exhibit 10.8 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 1992, as filed with the Commission on March 29, 1993. 10.9 1991 Stock Option Plan for Key Executives of Synovus incorporated by reference to Exhibit 10.9 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 1992, as filed with the Commission on March 29, 1993. 10.10 Synovus Financial Corp. 1992 Long-Term Incentive Plan incorporated by reference to Exhibit 10.10 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 1992, as filed with the Commission on March 29, 1993. 10.11 Agreement in Connection with Use of Aircraft incorporated by reference to Exhibit 10.11 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 1992, as filed with the Commission on March 29, 1993. 10.12 Life Insurance Trusts incorporated by reference to Exhibit 10.12 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 1992, as filed with the Commission on March 29, 1993. 10.13 Supplemental Compensation Agreement, Incentive Compensation Agreements and Performance Compensation Agreement with Richard E. Anthony; which Agreements were assumed by Synovus on December 31, 1992 as a result of its acquisition of First Commercial Bancshares, Inc.; and which stock awards made pursuant to the Agreements were converted at a ratio of 1.5 to 1, the exchange ratio applicable to the merger incorporated by reference to Exhibit 10.13 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 1992, as filed with the Commission on March 29, 1993. 10.14 1993 Split Dollar Insurance Agreement of Synovus incorporated by reference to Exhibit 10.14 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 1993, as filed with the Commission on March 28, 1994. 10.15 1995 Split Dollar Insurance Agreement of Synovus incorporated by reference to Exhibit 10.15 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 1994, as filed with the Commission on March 24, 1995. 10.16 Synovus Financial Corp. 1994 Long-Term Incentive Plan incorporated by reference to Exhibit 10.16 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 1994, as filed with the Commission on March 24, 1995. 10.17 Employment Agreement of Robert V. Royall, Jr. incorporated by reference to Exhibit 10.17 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as filed with the Commission on March 25, 1996. 10.18 Synovus Financial Corp. Executive Bonus Plan incorporated by reference to Exhibit 10.18 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as filed with the Commission on March 25, 1996. 10.19 Change of Control Agreements incorporated by reference to Exhibit 10.19 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as filed with the Commission on March 25, 1996. 10.20 Consulting Agreement of Joe E. Beverly incorporated by reference to Exhibit 10.20 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 1996, as filed with the Commission on March 6, 1997. 10.21 Employment Agreement of James H. Blanchard incorporated by reference to Exhibit 10 of Synovus' Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, as filed with the Commision on November 15, 1999. 10.22 Synovus Financial Corp. 2000 Long-Term Incentive Plan. 13.1 Certain specified pages of Synovus' 1999 Annual Report to Shareholders which are specifically incorporated herein by reference. 20.1 Proxy Statement, for the Annual Meeting of Shareholders of Synovus to be held on April 20, 2000, certain specified pages of which are specifically incorporated herein by reference. 21.1 Subsidiaries of Synovus Financial Corp. 23.1 Independent Auditors' Consents. 24.1 Powers of Attorney contained on the signature pages of the 1999 Annual Report on Form 10-K. 27.1 Financial Data Schedule (for SEC use only). 99.1 Annual Report on Form 11-K for the Synovus Financial Corp. Employee Stock Purchase Plan for the year ended December 31, 1999. 99.2 Annual Report on Form 11-K for the Synovus Financial Corp. Director Stock Purchase Plan for the year ended December 31, 1999. Synovus agrees to furnish the Commission, upon request, a copy of each instrument with respect to issues of long-term debt. The principal amount of any individual instrument, which has not been previously filed, does not exceed ten percent of the total assets of Synovus and its subsidiaries on a consolidated basis. (b) Reports on Form 8-K On January 12, 2000, Synovus filed a Form 8-K with the Commission in connection with the announcement of its earnings for the year ended December 31, 1999. Filings\snv\11k-a.wpd SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, Synovus Financial Corp. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SYNOVUS FINANCIAL CORP. (Registrant) April 27, 2000 By:/s/James H. Blanchard --------------------- James H. Blanchard, Chairman of the Board and Principal Executive Officer INDEX TO EXHIBITS Sequentially Exhibit Numbered Number Description Page 23.1 Auditors' Consents 99.1 Annual Report on Form 11-K for the Synovus Financial Corp. Employee Stock Purchase Plan for the year ended December 31, 1999. 99.2 Annual Report on Form 11-K for the Synovus Financial Corp. Director Stock Purchase Plan for the year ended December 31, 1999. EX-23.1 2 CONSENTS Independent Auditors' Consent We consent to incorporation by reference in the Registration Statements (No. 2-93472 and No. 33-60473) on Form S-8 of Synovus Financial Corp. of our report dated April 22, 2000, relating to the statements of financial condition of the Synovus Financial Corp. Employee Stock Purchase Plan as of December 31, 1999 and 1998, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 1999, which report appears in the 1999 annual report on Form 11-K of the Synovus Financial Corp. Employee Stock Purchase Plan, included as Exhibit 99.1 to the 1999 annual report on Form 10-K/A of Synovus Financial Corp. /s/KPMG Atlanta, Georgia April 27, 2000 Independent Auditors' Consent We consent to incorporation by reference in the Registration Statements (No. 2-94639 and No. 33-60475) on Form S-8 of Synovus Financial Corp. of our report dated April 22, 2000, relating to the statements of financial condition of the Synovus Financial Corp. Director Stock Purchase Plan as of December 31, 1999 and 1998, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 1999, which report appears in the 1999 annual report on Form 11-K of the Synovus Financial Corp. Director Stock Purchase Plan, included as Exhibit 99.2 to the 1999 annual report on Form 10-K/A of Synovus Financial Corp. /s/KPMG Atlanta, Georgia April 27, 2000 EX-99.1 3 11-K EMPLOYEE STOCK PURCHASE PLAN FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended 1999 ------------------------ OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ----------------------- ------------ Commission file number 1-10312 ---------------------------- SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN SYNOVUS FINANCIAL CORP. 901 FRONT AVENUE SUITE 301 COLUMBUS, GEORGIA 31901 (706) 649-2387 Exhibit 99.1 SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN Financial Statements December 31, 1999, 1998 and 1997 (With Independent Auditors' Report Thereon) Independent Auditors' Report The Plan Administrator Synovus Financial Corp. Employee Stock Purchase Plan: We have audited the accompanying statements of financial condition of the Synovus Financial Corp. Employee Stock Purchase Plan as of December 31, 1999 and 1998, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 1999. These financial statements are the responsibility of the Plan's administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Synovus Financial Corp. Employee Stock Purchase Plan as of December 31, 1999 and 1998, and the results of its operations and changes in its plan equity for each of the years in the three-year period ended December 31, 1999 in conformity with generally accepted accounting principles. April 22, 2000 SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN Statements of Financial Condition December 31, 1999 and 1998
Assets 1999 1998 ------------------- ------------------- Common stock of Synovus Financial Corp. at market value - 2,736,615 shares (cost $29,397,828) in 1999 and 2,971,328 shares (cost $26,569,014) in 1998 (notes 2 and 6) $ 54,390,216 71,309,719 Dividends receivable 248,530 216,641 Cash 373,945 340,968 ------------------- ------------------- $ 55,012,691 71,867,328 =================== =================== Liabilities and Plan Equity Plan equity (4,879 and 4,727 participants in 1999 and 1998, respectively) $ 55,012,691 71,867,328 =================== ===================
See accompanying notes to financial statements. 2 SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN Statements of Operations and Changes in Plan Equity Years ended December 31, 1999, 1998, and 1997
1999 1998 1997 ----------------- ----------------- ------------------ Dividend income $ 1,016,261 865,970 721,671 Realized gain on distributions to participants (note 5) 7,738,894 6,397,416 5,654,388 Unrealized appreciation (depreciation) of common stock of Synovus Financial Corp. (note 4) (19,748,317) 265,735 17,273,035 Contributions (notes 1 and 3): Participants 5,958,921 5,374,927 4,589,316 Participating employers 2,968,499 2,617,354 2,205,575 ----------------- ----------------- ------------------ (2,065,742) 15,521,402 30,443,985 Withdrawals by participants - common stock of Synovus Financial Corp. at market value (711,079 shares in 1999, 376,113 shares in 1998, and 545,754 shares in 1997) (notes 5 and 6) (14,788,895) (9,845,192) (9,036,254) ----------------- ----------------- ------------------ (Decrease) increase in Plan equity for the year (16,854,637) 5,676,210 21,407,731 Plan equity at beginning of year 71,867,328 66,191,118 44,783,387 ----------------- ----------------- ------------------ Plan equity at end of year $ 55,012,691 71,867,328 66,191,118 ================= ================= ==================
See accompanying notes to financial statements. 3 SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN Notes to Financial Statements December 31, 1999, 1998, and 1997 (1) Description of the Plan The Synovus Financial Corp. Employee Stock Purchase Plan (the "Plan") was implemented as of January 15, 1979. The Plan is designed to enable participating Synovus Financial Corp. ("Synovus") and subsidiaries' employees to purchase shares of Synovus common stock at prevailing market prices from contributions made by them and Synovus and subsidiaries (the "Participating Employers"). Synovus Service Corp. serves as the Plan administrator. State Street Bank and Trust Company serves as the Plan agent, hereafter referred to as "Agent." All employees who work twenty hours per week or more are eligible to participate in the Plan after completing three months of continuous employment prior to the beginning of a calendar quarter. The Plan also permits a participant who has successfully completed the State of Georgia's Intellectual Capital Partnership Program ("ICAPP") to begin participation in the Plan immediately upon the participant's commencement of employment with a Participating Employer. Such participant's period of employment for purposes of determining the maximum compensation participant payroll deduction under the Plan will be measured beginning on the date of such participant's commencement of participation in such program. A participant may contribute to the Plan based on a formula through payroll deductions in multiples of $1, with a minimum deduction of $10 per month and a maximum deduction not to exceed a specified percentage of compensation (from 3% to 7%). Effective January 1, 1999, participants initially joining the Plan, requesting reinstatement in the Plan, or making a change under the Plan must select their payroll deduction amount as a percentage of compensation, with a minimum contribution level of 0.5%. Participants in the Plan prior to January 1, 1999 may continue contributing to the Plan through payroll deductions in whole dollar amounts. Matching contributions to the Plan are to be made by the participating employers in an amount equal to one-half of each participant's contribution. All contributions to the Plan vest immediately. The Plan provides, among other things, that all expenses of administering the Plan shall be paid by Synovus. Brokers' fees, commissions, postage, and other transaction costs incurred in connection with the purchase in the open market of Synovus common stock under the Plan are included in the cost of such stock to each participant. The Plan provides that upon withdrawal from the Plan, each participant has the option to receive the proceeds from his account balance in the form of shares of Synovus common stock and a check for any fractional shares and cash held, a lump-sum cash distribution, or a combination of both. With certain exceptions, employees who have previously withdrawn shares from their Plan account are precluded from receiving matching contributions from the participating employers for a specified period of time. 4 (Continued) SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN Notes to Financial Statements December 31, 1999, 1998, and 1997 Synovus expects to maintain the Plan indefinitely, but reserves the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participant's right to the benefit of contributions made by him or his employer prior to the date of such amendment or termination. Synovus reserves the right to suspend participating employer contributions to the Plan if its Board of Directors feels that Synovus' financial condition warrants such action. (2) Summary of Accounting Policies The investment in Synovus common stock is stated at market value which is based on the closing price at year-end obtained by using market quotations on the principal public exchange markets for which such security is traded. The December 31, 1999 and 1998 market values were $19.875 and $24.00 per share, respectively. The realized gain on distributions to participants is determined by computing the difference between the average cost per common stock share and the market value per share at the date of the distribution to the participants. Dividend income is accrued on the record date. Contributions by participants and participating employers, as well as withdrawals, are accounted for on the accrual basis. The Plan is not qualified under Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended. The Plan does not provide for income taxes because any income is taxable to the participants. Participants in the Plan must treat as compensation income their pro rata share of contributions made to the Plan by their employer. Cash dividends paid on Synovus common stock purchased under the Plan will be taxable to the participants on a pro rata basis for Federal and state income tax purposes during the year any such dividend is received by the participant or the Plan. Upon disposition of the Synovus common stock purchased under the Plan, participants must treat any gain or loss as long-term or short-term capital gain or loss depending upon when such disposition occurs. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. 5 (Continued) SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN Notes to Financial Statements December 31, 1999, 1998, and 1997 (3) Contributions Contributions by participating employers and by participants are as follows:
1999 1998 1997 -------------------------- -------------------------- --------------------------- Participating Company Company Participants Company Participants Company Participants ------------------------------------ ------------ ------------ ----------- ------------- ------------ ------------- Synovus Financial Corp. $ 214,785 430,345 179,712 362,500 140,551 284,887 Columbus Bank and Trust Company 405,594 815,476 481,553 983,959 376,326 785,670 Commercial Bank & Trust Company of Troup County 27,442 55,825 22,350 52,684 23,237 53,908 Commercial Bank of Thomasville 45,790 92,223 40,972 84,165 32,912 71,890 Security Bank and Trust Company of Albany 51,045 102,150 44,993 92,834 37,558 78,597 Sumter Bank and Trust Company 32,793 66,899 32,216 68,220 30,765 66,886 The Coastal Bank of Georgia 50,936 102,879 42,924 92,769 36,979 80,132 First State Bank & Trust Company 38,861 78,740 37,276 76,126 31,102 64,831 Bank of Hazlehurst 17,325 35,296 15,352 31,469 14,198 29,265 The Cohutta Banking Company 37,499 75,175 34,072 69,209 25,666 53,702 Bank of Coweta 55,483 111,311 52,441 106,836 44,445 93,216 Citizens Bank & Trust of West 73,046 146,927 65,190 137,906 58,205 124,645 Georgia Synovus Securities, Inc. 85,699 172,330 52,580 111,705 46,231 101,661 Quincy State Bank 31,033 62,186 31,782 69,437 30,898 68,784 Community Bank & Trust of Southeast Alabama 32,646 65,320 34,818 70,940 30,854 62,662 Tallahassee State Bank 15,371 30,863 14,420 30,450 12,830 27,083 CB&T Bank of Middle Georgia 37,125 74,369 32,965 68,751 28,759 61,247 First Community Bank of Tifton 35,938 71,974 28,367 59,990 28,637 59,979 Synovus Technologies, Inc. 177,094 357,463 160,027 331,388 127,000 263,600 CB&T Bank of Russell County 35,687 71,495 35,900 70,912 34,924 65,523 Sea Island Bank 35,172 71,294 35,103 71,345 36,141 74,143 Citizens First Bank 38,553 78,399 35,427 72,674 34,953 71,040 First Coast Community Bank 18,388 37,313 16,185 33,568 14,350 30,377 Bank of Pensacola 28,157 57,108 23,926 49,991 21,329 43,807 Vanguard Bank and Trust Company 49,556 99,744 53,502 109,317 48,390 104,675 The National Bank of Walton County 32,300 65,508 29,540 61,990 28,706 59,980 Athens First Bank & Trust Company 121,133 242,503 103,030 209,766 89,089 180,362 Citizens Bank of Fort Valley 16,653 33,308 18,518 37,036 16,105 32,209 Citizens Bank of Cochran 10,315 20,631 9,981 21,276 9,750 19,575 First Commercial Bank of Birmingham 99,586 196,945 88,778 181,291 74,639 161,789 First National Bank of Jasper 77,634 155,383 67,093 138,781 59,817 121,632 Sterling Bank 30,369 60,759 27,848 56,505 24,859 49,540 The Bank of Tuscaloosa 43,479 86,952 35,988 71,969 31,684 63,473 First Commercial Bank of Huntsville 32,767 65,531 28,350 58,204 22,950 46,255 Peachtree National Bank 44,062 88,710 39,815 81,265 31,585 64,384 Synovus Mortgage Corp. 38,688 77,592 22,739 45,474 16,860 35,005 Citizens & Merchants State Bank 28,828 57,656 27,303 54,606 22,696 46,358 Synovus Trust Company 134,887 270,964 93,225 194,716 71,877 154,599 Synovus Service Corp. 207,938 417,575 175,374 361,492 145,012 300,447 The National Bank of South Carolina 231,348 463,006 217,791 435,555 211,154 424,727 B&C Company -- -- -- -- 1,552 6,771 Bank of North Georgia 119,714 239,457 27,928 55,856 -- -- Georgia Bank & Trust 27,780 53,337 -- -- -- -- ------------ ------------ ----------- ------------- ------------ ------------- Total contributions $ 2,968,499 5,958,921 2,617,354 5,374,927 2,205,575 4,589,316 ============ ============ =========== ============= ============ =============
6 SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN Notes to Financial Statements December 31, 1999, 1998, and 1997 (4) Unrealized Appreciation (Depreciation) on Synovus Common Stock Changes in unrealized appreciation (depreciation) on Synovus common stock are as follows:
1999 1998 1997 ---------------- -------------- -------------- Unrealized appreciation at end of year $ 24,992,388 44,740,705 44,474,970 Unrealized appreciation at beginning of year 44,740,705 44,474,970 27,201,935 ---------------- -------------- -------------- Unrealized appreciation (depreciation) for the year $ (19,748,317) 265,735 17,273,035 ================ ============== ==============
(5) Realized Gain on Withdrawal Distributions to Participants The gain realized on withdrawal distributions to participants is summarized as follows:
1999 1998 1997 ---------------- -------------- -------------- Market value at dates of distribution or redemption of shares of Synovus common stock $ 14,788,895 9,845,192 9,036,254 Less cost (computed on an average cost basis) of shares of Synovus common stock distributed or redeemed 7,050,001 3,447,776 3,381,866 ---------------- -------------- -------------- Total realized gain $ 7,738,894 6,397,416 5,654,388 ================ ============== ==============
(6) Stock Split On April 23, 1998, the Synovus Board of Directors approved a three-for-two stock split which was effective on May 21, 1998 in the form of a 50% stock dividend to shareholders of record as of May 7, 1998. Share and per share data for all periods presented in the accompanying financial statements and related notes has been restated to reflect the additional shares resulting from the stock split. 7 EX-99.2 4 11-K DIRECTOR STOCK PURCHASE PLAN FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended 1999 ------------------ OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------------- ------------ Commission file number 1-10312 ------------------------- SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN SYNOVUS FINANCIAL CORP. 901 FRONT AVENUE SUITE 301 COLUMBUS, GEORGIA 31901 (706) 649-2387 Exhibit 99.2 SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Financial Statements December 31, 1999, 1998, and 1997 (With Independent Auditors' Report Thereon) Independent Auditors' Report The Plan Administrator Synovus Financial Corp. Director Stock Purchase Plan: We have audited the accompanying statements of financial condition of the Synovus Financial Corp. Director Stock Purchase Plan as of December 31, 1999 and 1998, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 1999. These financial statements are the responsibility of the Plan's administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Synovus Financial Corp. Director Stock Purchase Plan as of December 31, 1999 and 1998, and the results of its operations and changes in its plan equity for each of the years in the three-year period ended December 31, 1999 in conformity with generally accepted accounting principles. April 22, 2000 SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Statements of Financial Condition December 31, 1999 and 1998
Assets 1999 1998 ------------------- ------------------- Common stock of Synovus Financial Corp. at market value - 3,418,411 shares (cost $19,600,992) in 1999 and 3,877,192 shares (cost $19,131,170) in 1998 (notes 2 and 6) $ 67,940,911 93,052,614 Dividends receivable 308,545 284,384 Cash 21,000 15,000 Contributions receivable from Synovus Financial Corp. and participating subsidiaries 819 -- ------------------- ------------------- $ 68,271,275 93,351,998 =================== =================== Liabilities and Plan Equity Plan equity (533 and 526 participants in 1999 and 1998, respectively) $ 68,271,275 93,351,998 =================== ===================
See accompanying notes to financial statements. 2 SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Statements of Operations and Changes in Plan Equity Years ended December 31, 1999, 1998 and 1997
1999 1998 1997 ------------------ ------------------ ------------------ Dividend income $ 1,273,695 1,179,702 1,044,400 Realized gain on distributions to participants (note 5) 10,055,500 9,252,628 7,458,386 Unrealized (depreciation) appreciation of common stock of Synovus Financial Corp. (note 4) (25,581,525) (910,599) 25,663,657 Contributions (notes 1 and 3): Participants 1,804,619 1,769,790 1,675,537 Synovus Financial Corp. and participating subsidiaries 900,536 884,904 837,778 ------------------ ------------------ ------------------ (11,547,175) 12,176,425 36,679,758 Withdrawals by participants - common stock of Synovus Financial Corp. at market value (653,778 shares in 1999, 473,414 shares in 1998 and 572,299 shares in 1997) (notes 5 and 6) (13,533,548) (11,719,830) (9,681,144) ------------------ ------------------ ------------------ Increase (decrease) in Plan equity for the year (25,080,723) 456,595 26,998,614 Plan equity at beginning of year 93,351,998 92,895,403 65,896,789 ------------------ ------------------ ------------------ Plan equity at end of year $ 68,271,275 93,351,998 92,895,403 ================== ================== ==================
See accompanying notes to financial statements. 3 SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Notes to Financial Statements December 31, 1999, 1998, and 1997 (1) Description of the Plan The Synovus Financial Corp. Director Stock Purchase Plan (the "Plan") was implemented as of January 1, 1985. The Plan is designed to enable participating Synovus Financial Corp. ("Synovus") and subsidiaries' directors to purchase shares of Synovus common stock at prevailing market prices from contributions made by them and Synovus and participating subsidiaries (the "Participating Companies"). Synovus Service Corp. serves as the Plan administrator. State Street Bank and Trust Company serves as the Plan agent, hereafter referred to as "Agent." Any person who currently serves or in the future is elected to serve as a member, advisory member, or emeritus member of the Board of Directors of any of the Participating Companies is eligible to participate in the Plan. Participants may contribute to the Plan only through cash contributions, automatic transfers of contributions from their designated demand deposit accounts, or a combination thereof. Participant contributions cannot exceed $1,000 per calendar quarter. Matching contributions to the Plan are to be made by the participating companies in an amount equal to one-half of each participant's contribution. All contributions to the Plan vest immediately. The Plan provides, among other things, that all expenses of administering the Plan shall be paid by Synovus. Brokers' fees, commissions, postage, and other transaction costs incurred in connection with the purchase in the open market of Synovus common stock under the Plan are included in the cost of such stock to each participant. The Plan provides that upon termination of participation in the Plan, each former participant will receive the shares of Synovus common stock held on his behalf by the Agent, together with a check for any fractional share interest and any remaining cash balance. A participant who terminates his participation in the Plan may not reenter the Plan until the expiration of a six-month waiting period. Participation in the Plan shall automatically terminate upon termination of a participant's status as a Board of Directors member whether by death, retirement, resignation, or otherwise. Synovus expects to maintain the Plan indefinitely, but reserves the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participant's right to the benefit of contributions made by him or the Participating Company prior to the date of such amendment or termination. Synovus reserves the right to suspend Participating Company contributions to the Plan if its Board of Directors feels that Synovus' financial condition warrants such action. 4 (Continued) SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Notes to Financial Statements December 31, 1999, 1998, and 1997 (2) Summary of Accounting Policies The investment in Synovus common stock is stated at market value, which is based on the closing price at year-end obtained by using market quotations on the principal public exchange markets for which such security is traded. The December 31, 1999 and 1998 market values were $19.875 and $24.00 per share, respectively. The realized gain on distributions to participants is determined by computing the difference between the average cost per share and the market value per share at the date of the distribution to the participants. Dividend income is accrued on the record date. Contributions by participants and Participating Companies, as well as withdrawals, are accounted for on the accrual basis. The Plan is not qualified under Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended. The Plan does not provide for income taxes because any income is taxable to the participants. Participants in the Plan must treat as compensation income their pro rata share of contributions made to the Plan by the participating company. Cash dividends paid on Synovus common stock purchased under the Plan will be taxable to the participants on a pro rata basis for Federal and state income tax purposes during the year any such dividend is received by the participant or the Plan. Upon disposition of the Synovus common stock purchased under the Plan, participants must treat any gain or loss as long-term or short-term capital gain or loss depending upon when such disposition occurs. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. 5 (Continued) SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Notes to Financial Statements December 31, 1999, 1998, and 1997 (3) Contributions Contributions by Participating Companies and by participants are as follows:
1999 1998 1997 ------------------------ ------------------------- ------------------------ Participating company Company Participants Company Participants Company Participants ------------------------------------ ---------- ----------- ----------- ------------ ---------- ------------ Synovus Financial Corp. $ 29,500 59,000 28,167 56,330 27,000 54,666 Columbus Bank and Trust Company 107,838 215,645 114,334 228,667 109,835 219,665 Commercial Bank and Trust Company of Troup County 29,500 59,000 30,000 60,000 30,000 60,000 Commercial Bank of Thomasville 21,000 42,000 20,000 40,000 22,000 44,000 Security Bank and Trust Company of Albany 34,000 68,000 33,333 66,667 30,250 60,500 Sumter Bank and Trust Company 28,500 57,000 28,000 56,000 27,334 54,666 The Coastal Bank of Georgia 36,000 72,000 34,001 67,999 18,834 37,666 First State Bank and Trust Company 19,000 38,000 21,500 43,000 16,500 33,000 Bank of Hazlehurst 16,000 32,000 17,000 34,000 16,000 32,000 The Cohutta Banking Company 12,500 25,000 14,500 29,000 16,000 32,000 Bank of Coweta 27,000 54,000 28,500 57,000 25,000 50,000 Citizens Bank and Trust of West Georgia 40,000 80,000 40,000 80,000 40,500 81,000 First Community Bank of Tifton 24,000 48,000 24,000 48,000 23,667 47,999 Quincy State Bank 18,000 36,000 18,000 36,000 18,000 35,334 Community Bank & Trust of Southeast Alabama 22,500 45,000 27,000 54,000 25,500 51,000 CB&T Bank of Middle Georgia 26,400 52,800 27,200 54,400 26,300 52,600 First Coast Community Bank 18,056 36,111 16,667 33,333 17,889 35,777 CB&T Bank of Russell County 13,332 26,666 13,332 26,666 13,110 26,222 Sea Island Bank 20,834 41,666 17,500 35,000 17,334 34,666 Citizens First Bank 24,667 49,333 24,334 48,666 25,167 50,333 Athens First Bank and Trust Company 15,000 33,000 20,000 40,000 20,000 40,000 Vanguard Bank and Trust 20,000 40,000 20,000 40,000 19,000 38,000 Bank of Pensacola 18,000 36,000 18,000 36,000 16,000 32,000 First Commercial Bank of Birmingham 26,000 51,999 26,000 51,999 26,001 52,000 The Bank of Tuscaloosa 36,833 73,666 37,334 74,666 33,500 67,000 Sterling Bank 22,000 44,000 21,334 42,666 20,000 40,000 First National Bank of Jasper 18,667 37,334 18,334 36,666 20,167 40,333 First Commercial Bank of Huntsville 22,056 44,667 22,667 45,333 21,167 42,333 Tallahassee State Bank 12,000 24,000 12,000 24,000 14,000 28,000 Peachtree National Bank 28,000 56,000 25,717 51,433 27,500 55,000 The Citizens Bank of Ft. Valley 11,667 23,333 13,667 27,333 14,667 29,333 The Citizens Bank of Cochran 4,666 9,333 4,666 9,333 4,722 9,444 Citizens & Merchants State Bank 24,000 48,000 24,000 48,000 24,000 48,000 The National Bank of South Carolina 38,834 77,666 37,500 75,000 30,834 61,000 Bank of North Georgia 30,200 60,400 6,317 12,633 -- -- Georgia Bank & Trust 2,986 6,000 -- -- -- -- Synovus Trust Company 1,000 2,000 -- -- -- -- ---------- ----------- ----------- ------------ ---------- ------------ Total contributions $ 900,536 1,804,619 884,904 1,769,790 837,778 1,675,537 ========== =========== =========== ============ ========== ============
6 (Continued) SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Notes to Financial Statements December 31, 1999, 1998, and 1997 (4) Unrealized Appreciation (Depreciation) on Synovus Common Stock Changes in unrealized appreciation (depreciation) on Synovus common stock are as follows:
1999 1998 1997 -------------- ----------- ------------ Unrealized appreciation at end of year $ 48,339,919 73,921,444 74,832,043 Unrealized appreciation at beginning 73,921,444 74,832,043 49,168,386 of year -------------- ----------- ------------ Unrealized appreciation (depreciation) for the year $ (25,581,525) (910,599) 25,663,657 ============== =========== ============
(5) Realized Gain on Withdrawal Distributions to Participants The realized gain on withdrawal distributions to participants is summarized as follows:
1999 1998 1997 --------------- ------------ ------------- Market value at date of distribution or redemption of shares of Synovus common stock $ 13,533,548 11,719,830 9,681,144 Less cost (computed on an average cost basis) of shares of Synovus common stock distributed or redeemed 3,478,048 2,467,202 2,222,758 --------------- ------------ ------------- $ 10,055,500 9,252,628 7,458,386 =============== ============ =============
(6) Stock Split On April 23, 1998, the Synovus Board of Directors approved a three-for-two stock split, which was effective on May 21, 1998, in the form of a 50% stock dividend to shareholders of record as of May 7, 1998. Share and per share data for all periods presented in the accompanying financial statements and related notes has been restated to reflect the additional shares resulting from the stock split. 7 -----END PRIVACY-ENHANCED MESSAGE-----