1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)*
Under the Securities Act of 1934
of
TB&C Bancshares, Inc.
Synovus Financial Corp.
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
Common Stock: 87161C 10 5
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(CUSIP Number)
Garilou Page, Esq.
Synovus Financial Corp.
901 Front Avenue, Suite 202
Columbus, Georgia 31901
(706) 649-4793
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 22, 2001
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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.
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* 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 13 of this filing.
Page 1 of 20
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CUSIP NO. 87161C 10 5 13D PAGE 2 OF 20 PAGES
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(1) NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TB&C BANCSHARES, INC.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
N/A
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
GEORGIA
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(7) SOLE VOTING POWER (exercised through its Board
of Directors)
NUMBER OF 14,309,182
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER (exercised through its
PERSON WITH Board of Directors and subject to certain
shareholder approval rights)
14,309,182
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(10) SHARED DISPOSITIVE POWER
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,309,182
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
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(14) TYPE OF REPORTING PERSON*
CO
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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.
This Amendment No. 2 amends and restates that certain Schedule 13D
filed on November 14, 1986, as amended by Amendment No. 1 filed on March 13,
1995 (the "Schedule 13D"), on behalf of TB&C Bancshares, a Georgia corporation
("TB&C"), whose principal business and office address is 1017 Front Avenue,
Columbus, Georgia 31901.
TB&C was formed in 1986 by William B. Turner, Sarah T. Butler and
Elizabeth T. Corn, to effect various family, financial and estate planning
goals.
TB&C has not, during the last five years, been convicted in any
criminal proceeding, excluding traffic violations or similar misdemeanors.
TB&C has not, during the last five years, 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 information required by Item 2 with respect to each executive
officer, director and controlling person of TB&C is set forth on Exhibit D to
this Schedule 13D and is incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Amendment No. 2 is being filed pursuant to Rule 13d-2 promulgated under
the Securities Exchange Act of 1934, as amended, to report a recent transaction
that reduced by 13,311,843 the shares of Synovus Common Stock that TB&C may be
deemed to beneficially own. This reduction resulted from the termination of an
agreement (the "Voting Lease") pursuant to which TB&C had leased certain rights
in all shares of Synovus 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.
The only funds or other consideration that has been or will be given in
connection with the termination of the Voting Lease described above was a refund
by each of the 600 Series Trusts of a pro rata portion ($51,074.95 by each of
the three trusts or $153,224.85 in the
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aggregate) of the quarterly lease payments that had been paid by TB&C in advance
as required under the Voting Lease, for the three-month period ending March 1,
2001. The Series 600 Trusts funded these payments with cash on hand.
TB&C was formed in 1986 by William B. Turner, Sarah T. Butler 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). These stock splits
account for the vast majority of increases since 1986 in the number of shares
shown as beneficially owned by TB&C.
As of the date of this report, the voting stock of TB&C is beneficially
owned primarily by: (1) Mr. Turner and his wife, who together own 28.9% through
grantor retained annuity trusts ("GRATs") that they established, (2) Mrs. Butler
and her husband, who together own 30.8% through GRATs that they established and
(3) Mrs. Corn and her husband, who together own 29.4% through GRATs that they
established.
As of the date of this report, TB&C beneficially owns 14,309,182 shares
of Synovus Common Stock directly. Prior to January 22, 2001, TB&C may also have
been deemed to be the beneficial owner of 13,311,843 shares of Common Stock
indirectly under the Voting Lease, pursuant to which TB&C 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 TB&C Board of Directors made
all decisions as to the voting of these shares under the Voting Lease, and if it
had become relevant, would have made any decision as to any tender offer.
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 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 were equal to $.0265625 per share of
Synovus Common Stock, which was .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 used
the quarterly cash dividends that it received with respect to the shares of
Synovus Common Stock it owned directly as the source of funds to pay these lease
payments. On January 22, 2001, TB&C terminated the Voting Lease for the reasons
described in Item 4. As a result, no person, other than STC as trustee of each
of the Series 600 Trusts, continues to have any beneficial ownership as a result
of sharing voting or investment power as to the Synovus shares held on behalf of
the Series 600 Trusts.
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. Mr. Turner, Mrs. Butler, Mrs.
Corn and the other family members who are
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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 termination of the Voting
Lease and the reorganization of TB&C described below. Accordingly, the Voting
Lease was terminated on January 22, 2001.
In addition, on January 17, 2001, the Board of Directors of Synovus
approved a plan of reorganization involving TB&C and Synovus pursuant to which
TB&C would transfer all of its assets, consisting primarily of 14,309,182 shares
of Synovus Common Stock, to Synovus in exchange for 14,309,182 shares of Synovus
Common Stock. Following the transfer, TB&C would liquidate and distribute all of
its assets to its shareholders. This transaction is intended to qualify as a
tax-free reorganization pursuant to Section 368(a)(1)(C) of the Internal Revenue
Code of 1986. The completion of the transaction would be subject to numerous
conditions precedent, including execution of a definitive agreement, approval of
TB&C's shareholders and various regulatory approvals.
Except for the proposed reorganization and related liquidation of TB&C
described above, neither TB&C, nor any executive officer, director or
controlling person of TB&C, 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 the participation of
certain of such persons in Synovus' Director Stock Purchase Plan and in Synovus'
Dividend Reinvestment and Direct 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 pages 2-3
hereof are based on 285,584,009 shares of Synovus Common Stock outstanding on
January 30, 2001, as provided by Synovus.
TB&C
TB&C beneficially owns 14,309,182 shares (5.0%) of Synovus Common
Stock. Voting power and investment power with respect to these shares is
exercised on behalf of TB&C by the Board of Directors of TB&C. 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. The exercise of certain
investment power with respect to these shares would, to the extent such exercise
involves major transactions requiring approval by TB&C's shareholders, be
subject to the concurrence of at least the six principal shareholders of TB&C.
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EXECUTIVE OFFICERS, DIRECTORS AND CONTROLLING PERSONS OF TB&C
The total number of shares of Synovus Common Stock deemed to be
beneficially owned by each of the six directors of TB&C and each of the six
individuals who, as trustees of their respective GRATs, are the controlling
shareholders of TB&C, includes all of the Synovus Common Stock owned by TB&C.
The reason for this is the participation by each director of TB&C in TB&C's
voting and investment decisions with respect to its Synovus Common Stock and the
potential participation by each of the six principal shareholders of TB&C in any
of TB&C's investment decisions with respect to its Synovus Common Stock, to the
extent any such investment decisions involve major transactions requiring
approval by TB&C's shareholders.
William B. Turner. Mr. Turner could be construed to be the beneficial
owner of 16,970,539.6644 shares (5.9%) of Synovus Common Stock. Mr. Turner has
sole voting and investment power as to 73,335.6644 shares of Synovus Common
Stock, all of which he owns directly. Mr. Turner has shared voting and
investment power as to 16,897,204 shares of Synovus Common Stock, consisting of:
(a) 19,817 shares owned directly by his wife, Sue Marie T. Turner, as to which
voting power and investment power are shared by Mr. Turner with his wife; (b)
2,568,205 shares owned by the Bradley-Turner Foundation (the "B-T Foundation"),
a charitable foundation of which both Mr. and Mrs. Turner are trustees and as to
which voting power and investment power are shared with the other trustees of
such foundation; and (c) 14,309,182 shares owned by TB&C, as to which voting
power and investment power are shared by Mr. Turner (as a TB&C director) 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 by Mr. Turner (as sole trustee of his GRAT) with the other principal
shareholders of TB&C.
Sue Marie T. Turner. Mrs. Turner could be construed to be the
beneficial owner of 16,897,204 shares (5.9%) of Synovus Common Stock. Mrs.
Turner has shared voting and investment power as to 2,588,022 of these shares,
as follows: (a) 19,817 shares owned directly by Mrs. Turner, as to which voting
power and investment power are shared with Mr. Turner; and (b) 2,568,205 shares
owned by the B-T Foundation, as to which voting power and investment power are
shared with the other trustees of the B-T Foundation. In addition, as a
principal shareholder of TB&C, Mrs. Turner (as sole trustee of her 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
by TB&C. Based on the active and long-standing relationship of Mr. Turner and
his ancestors with Synovus and its predecessor and on other considerations, Mr.
and Mrs. Turner do not believe that Mrs. Turner shares any voting or investment
power over the 73,335.6644 shares of Synovus Common Stock owned directly by Mr.
Turner. Accordingly, such shares have been excluded from the total shares shown
as beneficially owned by Mrs. Turner and she disclaims beneficial ownership of
such shares.
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Sarah T. Butler. Mrs. Butler could be construed to be the beneficial
owner of 17,036,086.899 shares (6.0%) of Synovus Common Stock. 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 her husband, Clarence C.
Butler; (b) 68,191.899 shares owned directly by Dr. Butler, as to which Mrs.
Butler shares voting and investment power with Dr. Butler; (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 also with STC, as trustee of such trust; (d)
2,568,205 shares owned by the B-T Foundation, of which both Mrs. and Dr. Butler
are trustees, and as to which voting power and investment power are shared with
the other trustees of such foundation; and (e) 14,309,182 shares owned directly
by TB&C, as to which voting power and investment power are shared by Mrs. Butler
(as a TB&C director) 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 by Mrs. Butler (as sole trustee of her
GRAT) with the other principal shareholders of TB&C.
Dr. Clarence C. Butler. Dr. Butler could be construed to be the
beneficial owner of 17,036,086.899 shares (6.0%) of Synovus Common Stock. Dr.
Butler has shared voting and investment power as to 2,726,904.899 of these
shares, as follows: (a) 68,191.899 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 by Dr. Butler with Mrs. 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
also 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 his GRAT) may be deemed to share certain
investment power (involving major transactions requiring approval by TB&C's
shareholders) with the directors and other principal shareholders of TB&C as to
the 14,309,182 shares of Synovus Common Stock owned by TB&C.
Elizabeth T. Corn. Mrs. Corn could be construed to be the beneficial
owner of 17,431,766.3114 shares (6.1%) of Synovus Common Stock. Mrs. Corn has
shared voting and investment power as to all such shares of Synovus Common
Stock, consisting of: (a) 3,281 shares owned directly by Mrs. Corn, as to which
voting power and investment power are shared with her husband, Lovick P. Corn;
(b) 424,003.3114 shares owned by Mr. Corn, as to which Mrs. Corn shares voting
and investment power with her husband; (c) 2,568,205 shares owned by the B-T
Foundation, of which both Mrs. Corn and Mr. Corn are trustees, and as to which
voting power and investment power are shared with the other trustees of such
foundation; (d) 14,309,182 shares owned by TB&C, as to which voting power and
investment power are shared by Mrs. Corn (as a director of TB&C) 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
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shared by Mrs. Corn (as sole trustee of her GRAT) with the other principal
shareholders of TB&C; and (e) 127,095 shares owned by Beloco, Inc., a
not-for-profit charitable corporation ("Beloco"), as to which both Mrs. and Mr.
Corn are trustees and as to which voting power and investment power are shared
with the other trustees of Beloco.
Lovick P. Corn. Mr. Corn could be construed to be the beneficial owner
of 17,431,766.3114 shares (6.1%) of Synovus Common Stock. Mr. Corn has shared
voting and investment power as to 3,122,584.3114 of these shares, as follows:
(a) 424,003.3114 shares owned directly by Mr. Corn, as to which Mr. Corn shares
voting and investment power with his wife; (b) 3,281 shares owned directly by
Mrs. Corn, as to which voting power and investment power are shared by Mr. Corn
with Mrs. Corn; (c) 2,568,205 shares owned by the B-T Foundation, as to which
voting power and investment power are shared with the other trustees of the B-T
Foundation; and (d) 127,095 shares owned by Beloco, as to which voting power and
investment power are shared with the other trustees of Beloco. As a principal
shareholder of TB&C, Mr. Corn (as sole trustee of his GRAT) may be deemed to
share certain investment power (involving major transactions requiring approval
by TB&C's shareholders) with the directors and the other principal shareholders
of TB&C as to the 14,309,182 shares of Synovus Common Stock owned by TB&C.
William B. Turner, Jr. Mr. Turner could be construed to be the
beneficial owner of 16,967,828 shares (5.9%) of Synovus Common Stock. Mr. Turner
has sole voting and investment power as to 15,641 of these shares, all of which
are held by Mr. Turner in custodial accounts for his children. Mr. Turner has
sole voting power as to an additional 74,800 shares, shared voting power as to
16,877,387 shares and shared investment power as to 16,952,187 shares of Synovus
Common Stock, consisting of: (a) 74,800 shares owned by a revocable trust for
the benefit of Mr. Turner and subject to his directions as to distributions and
his right to vote the Synovus shares, as to which Mr. Turner has sole voting
power, but shares investment power (based on Mr. Turner's power to direct
distributions from and to revoke the trust) with STC, as trustee of such trust;
(b) 2,568,205 shares owned by the B-T Foundation, a charitable foundation of
which Mr. Turner is a trustee and as to which voting power and investment power
are shared with the other trustees of such foundation; and (c) 14,309,182 shares
owned by TB&C, as to which voting power and investment power are shared by Mr.
Turner (as a director of TB&C) with the other directors of TB&C.
Stephen T. Butler. Mr. Butler could be construed to be the beneficial
owner of 16,988,708.474 shares (5.9%) of Synovus Common Stock. Mr. Butler has
sole voting and investment power as to 28,713.474 shares of Synovus Common
Stock, as follows: (a) 23,769.474 shares that he owns directly; and (b) 4,944
shares held by Mr. Butler in custodial accounts for his children. Mr. Butler has
sole voting power as to an additional 82,608 shares, shared voting power as to
16,877,387 shares and shared investment power as to 16,959,995 shares of Synovus
Common Stock, consisting of: (a) 82,608 shares owned by a revocable trust for
the benefit of Mr. Butler and subject to his directions as to distributions and
his right to vote the Synovus shares, as to which Mr. Butler has sole voting
power, but shares investment power (based on Mr. Butler's power to direct
distributions from and to revoke the trust) with STC, as trustee of such trust;
(b) 2,568,205 shares owned by the B-T Foundation, a charitable foundation of
which Mr. Butler is a trustee and as to which voting power and investment power
are shared with the other trustees of such foundation; and (c) 14,309,182 shares
owned by TB&C, as to which voting power and investment power are
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shared by Mr. Butler (as a director of TB&C) with the other directors of TB&C.
Elizabeth C. Ogie. Mrs. Ogie could be construed to be the beneficial
owner of 17,099,091.448 shares (6.0%) of Synovus Common Stock. Mrs. Ogie has
shared voting and investment power as to all such shares of Synovus Common
Stock, consisting of: (a) 8,984.448 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 Mrs. Ogie with her husband; (c) 53,158 shares
owned by 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 direct distributions from and to revoke the trust and her
right to vote the Synovus shares), 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 the B-T
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, 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) 14,309,182 shares owned by TB&C, as to which voting power and investment
power are shared by Mrs. Ogie (as a director of TB&C) with the other directors
of TB&C.
Additional information regarding the persons with whom TB&C and its
executive officers, directors and controlling persons share voting and/or
investment power is included in Exhibit E attached hereto.
(c) Information with respect to transactions in Synovus Common
Stock within the last 60 days from the date of this report is set forth below.
TB&C
There have not been any transactions within the last 60 days by TB&C in
shares of Synovus Common Stock.
EXECUTIVE OFFICERS, DIRECTORS AND CONTROLLING PERSONS OF TB&C
There have not been any transactions within the last 60 days by the
executive officers, directors or controlling persons of TB&C, except as follows:
On January 2, 2001, Mr. Turner purchased 89.46 shares of Common Stock
at $26.29 per share through the automatic reinvestment of cash dividends with
respect to shares of Synovus Common Stock he owns directly in the Synovus
Director Stock Purchase Plan and the Synovus Dividend Reinvestment and Direct
Stock Purchase Plan.
On January 2, 2001, Mr. Corn purchased 490.25 shares of Common Stock at
$26.29 per share through to the automatic reinvestment of cash dividends with
respect to shares of Synovus
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Common Stock he owns directly in the Synovus Director Stock Purchase Plan and
the Synovus Dividend Reinvestment and Direct Stock Purchase Plan.
On January 2, 2001, Dr. Butler purchased 284.10 shares of Common Stock
at $26.29 per share through the automatic reinvestment of cash dividends with
respect to shares of Synovus Common Stock he owns in the Synovus Director Stock
Purchase Plan.
On January 2, 2001, Mr. Stephen Butler purchased 99.03 shares of Common
Stock at a price of $26.29 per share through the automatic reinvestment of cash
dividends with respect to Common Stock he owns in the Synovus Director Stock
Purchase Plan.
On January 2, 2001, Mrs. Ogie purchased 37.43 shares of Common Stock at
$26.29 per share through the automatic reinvestment of cash dividends with
respect to shares of Synovus Common Stock she owns in the Synovus Director Stock
Purchase Plan.
(d) Each revocable trust for the benefit of Dr. Butler, Mrs. Ogie,
Mr. Turner, Jr. and Mr. Stephen Butler authorizes STC as trustee to make
distributions of income and corpus as directed by Dr. Butler, Mrs. Ogie, Mr.
Turner, Jr. and Mr. Stephen Butler, respectively.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except for the proposed reorganization and related liquidation of TB&C
described in Item 4, there are no longer any contracts, arrangements,
understandings or relationships with respect to Synovus Common Stock that are
required to be disclosed as to 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 Amendment No. 1 to the Schedule 13D of
TB&C 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 Agreement to Terminate Lease of Rights, dated January 22,
2001, between TB&C and STC.
EXHIBIT D Information regarding the directors, executive officers and
controlling persons of TB&C.
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EXHIBIT E Information regarding persons sharing beneficial ownership of
Common Stock with TB&C and the directors, executive officers
and controlling persons of TB&C.
EXHIBIT F Power of Attorney from William B. Turner, as President of TB&C
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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.
February 8, 2001 TB&C BANCSHARES, INC.
By: /s/ Garilou Page
-------------------------------------
Garilou Page, as Attorney in Fact for
William B. Turner
Chairman of the Board
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INDEX TO EXHIBITS
Exhibit Description of Exhibit
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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 TB&C 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 Agreement to Terminate Lease of Rights, dated January 22,
2001, between TB&C and STC.
EXHIBIT D Information regarding the directors, executive officers and
controlling persons of TB&C.
EXHIBIT E Information regarding persons sharing beneficial ownership of
Common Stock with TB&C and the directors, executive officers
and controlling persons of TB&C.
EXHIBIT F Power of Attorney from William B. Turner, as President of TB&C
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