Edgar Filing: SYNOVUS FINANCIAL CORP

1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
of
Elizabeth Corn Ogie

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 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 11 of this filing.

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CUSIP NO. 87161C 10 5 13D PAGE 2 OF 15 PAGES
--------------------- -------- --------

(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ELIZABETH CORN OGIE
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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
UNITED STATES
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(7) SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 17,099,091.448
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
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(10) SHARED DISPOSITIVE POWER
17,099,091.448
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,099,091.448
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]

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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
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(14) TYPE OF REPORTING PERSON*
IN
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ITEM 1. SECURITY AND ISSUER.

This Amendment No. 1 ("Amendment No. 1") to Schedule 13D relates to the
common stock, $1.00 par value (the "Common Stock"), of Synovus Financial Corp.
("Synovus"), a Georgia business corporation. The address of Synovus' principal
executive offices is 901 Front Avenue, Suite 301, Columbus, Georgia 31901.

ITEM 2. IDENTITY AND BACKGROUND.

Amendment No. 1 amends and restates the Schedule 13D of Elizabeth Corn
Ogie, originally filed in March 1995. Amendment No. 1 is being filed by Mrs.
Ogie, both in her individual capacity and as trustee of her grantor retained
annuity trust ("GRAT") described in Item 3 below. The address of Mrs. Ogie is
c/o Synovus Trust Company, Post Office Box 120, Columbus, Georgia 31902.

Mrs. Ogie is a Director of the W. C. Bradley Co., a metal manufacturing
and real estate holding company, the address of which is 1017 Front Avenue,
Columbus, Georgia 31901.

Mrs. Ogie has not been convicted during the last five years in any
criminal proceeding (excluding traffic violations or similar misdemeanors). Mrs.
Ogie has not been a party during the last five years to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding any violation with respect to such laws.

Mrs. Ogie is a citizen of the United States of America.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Amendment No. 1 is being filed pursuant to Rule 13d-2 promulgated under
the Securities Exchange Act of 1934, as amended, to report a transaction
involving TB&C Bancshares, Inc., a Georgia corporation ("TB&C"), through which
Mrs. Ogie may be deemed to beneficially own certain shares of Synovus Common
Stock. The transaction reduced by 13,311,843 shares the Synovus Common Stock
deemed to be beneficially owned by Mrs. Ogie indirectly through TB&C. 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 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.

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In addition, there have been two other recent transactions in the stock
of TB&C that affected Mrs. Ogie's beneficial ownership of Synovus Common Stock,
although they were not separately material:

- A transfer on December 22, 2000, by Mrs. Ogie of 116,305 shares of TB&C
common stock (0.8% of the outstanding TB&C voting stock) to the 2000
Elizabeth C. Ogie Trust, a GRAT of which Mrs. Ogie is the sole trustee
("Mrs. Ogie's GRAT"); and

- A gift of 1,391 shares of TB&C common stock received by Mrs. Ogie from
her mother, Elizabeth T. Corn, on December 14, 2000.

The only funds or other consideration that has been or will be given in
connection with the transactions 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 aggregate) of the quarterly lease payments that had been paid
by TB&C to each such trust 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 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. There have been three
splits of Synovus Common Stock since Mrs. Ogie filed her initial Schedule 13D in
March 1995. As a result, each share of Synovus Common Stock outstanding in March
1995 now represents 3.375 shares of Synovus Common Stock. These stock splits
account for the vast majority of increases since 1995 in the number of shares
shown as beneficially owned by Mrs. Ogie.

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
GRATs that they established, (2) Mrs. Corn and her husband, who together own
29.4% through GRATs that they established and (3) Mrs. Butler and her husband,
who together own 30.8% through GRATs that they established. Mrs. Ogie is one of
six directors of TB&C.

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 Synovus Common
Stock indirectly pursuant to the Voting Lease, whereby TB&C had 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 (which includes Mrs. Ogie) made all decisions as to 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, beginning March 2,
1995, 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,

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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 these shares.

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. The gift and transfer of TB&C
shares described under Item 3 were effected by Mrs. Ogie and her mother in
furtherance of these goals. In addition, 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 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 is 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, Mrs. Ogie does not have 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 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

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(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.

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 Bradley-Turner Foundation (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, 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) 14,309,182 shares owned by TB&C, as to which voting power and
investment power are shared by Mrs. Ogie (as a TB&C director) with the other
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.

Additional information regarding the persons and entities with whom
Mrs. Ogie shares voting power and/or investment power is included on the next
page.

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INFORMATION REGARDING THE DIRECTORS AND CONTROLLING
SHAREHOLDERS OF TB&C, THE TRUSTEES OF THE B-T FOUNDATION,
THE TRUSTEES OF BELOCO, AND SYNOVUS TRUST COMPANY

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 Chairman of the Board and Controlling Advisory Director of
Shareholder of TB&C and Trustee W. C. Bradley Co. (1017 Front Avenue,
of B-T Foundation Columbus, GA 31901)

Chairman of the Executive Committee of
Synovus Financial Corp. (901 Front Ave., Suite 301
Columbus, GA 31901)

Sue Marie T. Turner Controlling Shareholder of TB&C Homemaker
(wife of William B. Turner) and Trustee of B-T Foundation

Sarah T. Butler Director and Controlling Homemaker
Shareholder of TB&C and Trustee
of B-T Foundation

Clarence C. Butler Controlling Shareholder of TB&C Retired Physician
(husband of Sarah T. Butler) and Trustee of B-T Foundation St. Francis Hospital
P.O. Box 7000, Columbus, GA 31908

Elizabeth T. Corn Director and Controlling Homemaker
Shareholder of TB&C; Trustee of
B-T Foundation; and Trustee of
Beloco

Lovick P. Corn Controlling Shareholder of TB&C; Advisory Director
(husband of Elizabeth T. Corn) Trustee of B-T Foundation; and W. C. Bradley Co.
Trustee of Beloco 1017 Front Avenue, Columbus, GA 31901

William B. Turner, Jr. Director of TB&C and Trustee President
(adult son of William B. Turner) of B-T Foundation W. C. Bradley Co.
1017 Front Avenue, Columbus, GA 31901

Stephen T. Butler Director of TB&C and Chairman of the Board
(adult son of Sarah T. Butler) Trustee of B-T Foundation W. C. Bradley Co.
1017 Front Avenue, Columbus, GA 31901

Elizabeth C. Ogie (adult Director of TB&C; Trustee of B-T Director
daughter of Elizabeth T. Corn) Foundation; and Trustee of Beloco W. C. Bradley Co.
1017 Front Avenue, Columbus, GA 31901

Director
Synovus Financial Corp., Suite 301
901 Front Ave., 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)

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Elizabeth B. Ramsay Trustee of B-T Foundation Shop Owner
(adult daughter of Sarah T. Galleria Riverside
Butler) 15 10th Street, Columbus, GA 31902

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

Sam Wellborn Trustee of B-T Foundation Chairman of Synovus Foundation
P.O. Box 120
Columbus, GA 31902

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

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(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 Mrs. Ogie's purchase
of 37.43 shares of Common Stock at $26.29 per share on January 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.

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(d) Mrs. Ogie's revocable trust authorizes STC as trustee to make
distributions of income and corpus as directed by Mrs. Ogie.

(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 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
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 STC and TB&C.

EXHIBIT D Power of Attorney from Elizabeth C. Ogie, individually and as
trustee.

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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 Elizabeth Corn Ogie, individually and as trustee

By: /s/ Garilou Page
------------------------------------------------
Garilou Page, as Attorney in Fact

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INDEX TO EXHIBITS

Exhibit Description of Exhibit
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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 STC and TB&C.

EXHIBIT D Power of Attorney from Elizabeth C. Ogie, individually and as
trustee.

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