SYNOVUS FINANCIAL CORP
POS AM, 1995-09-22
STATE COMMERCIAL BANKS
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      As filed with the Securities and Exchange Commission on September 29, 1995
                                                       Registration No. 33-17154


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                         Post-Effective Amendment No. 2
                                       to
                                    Form S-3
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933


                             SYNOVUS FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)


Georgia                                                              58-1134883
(State or other jurisdiction of                                   (IRS Employer
incorporation or organization)                              Identification No.)


                                901 Front Avenue
                                    Suite 301
                             Columbus, Georgia 31901
                                 (706) 649-4751
               (Address, including zip code, and telephone number,
                      including area code, of registrant's
                          principal executive offices)

                                 Kathleen Moates
                Senior Vice President and Deputy General Counsel
                             Synovus Financial Corp.
                                901 Front Avenue
                                    Suite 301
                             Columbus, Georgia 31901
                                 (706) 649-4818

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


<PAGE>



         The Registrant hereby  deregisters  160,312 shares of its Common Stock,
$1.00  par  value  per  share,  representing  the  securities  covered  by  this
Registration  Statement  (File  No.  33-17154)  which  were  not  issued  by the
Registrant or purchased by participants in connection with the Synovus Financial
Corp.  Customer  Stock  Purchase Plan which Plan was  terminated by the Board of
Directors of Registrant effective August 8, 1995.

                                                         

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all  the  requirements  for  filing  on  Form  S-3  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Columbus,  State of Georgia,  on the 29 day of
September, 1995

                                            SYNOVUS FINANCIAL CORP.
                                            (Registrant)

                                            By:/s/James H. Blanchard

                                               James H. Blanchard,
                                               Chairman of the Board and
                                               Principal Executive Officer

                                                 POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints James H. Blanchard,  James D. Yancey and
Stephen  L.  Burts,  Jr.,  and  each  of  them,  his  or  her  true  and  lawful
attorney(s)-in-fact   and  agent(s),   with  full  power  of  substitution   and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all capacities, to sign any or all amendments to this Registration Statement
and to file the  same,  with all  exhibits  and  schedules  thereto,  and  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorney(s)-in-fact and agent(s) full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in and about the  premises,  as fully to all intents  and  purposes as he or she
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney(s)-in-fact  and agent(s),  or their  substitute(s),  may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the  requirements  of  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.


/s/ William B. Turner                                   Date: September 29, 1995
-----------------------------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee



<PAGE>



/s/ James H. Blanchard                                  Date: September 29, 1995
-----------------------------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer


/s/ James D. Yancey                                     Date: September 29, 1995
----------------------------------------------------
James D. Yancey,
Vice Chairman of the Board


/s/ Joe E. Beverly                                      Date: September 29, 1995
----------------------------------------------------
Joe E. Beverly,
Vice Chairman of the Board


/s/ Stephen L. Burts, Jr.                               Date: September 29, 1995
--------------------------------------------------
Stephen L. Burts, Jr.,
President, Principal Financial
Officer and Director


/s/ G. Sanders Griffith, III                            Date: September 29, 1995
G. Sanders Griffith, III,
Executive Vice President,
General Counsel and Secretary


/s/ Thomas J. Prescott                                  Date: September 29, 1995
----------------------------------------------------
Thomas J. Prescott,
Executive Vice President, Treasurer
and Principal Accounting Officer


/s/ Jay C. McClung                                      Date: September 29, 1995
----------------------------------------------------
Jay C. McClung
Executive Vice President


                                                        Date:
Daniel P. Amos,
Director




<PAGE>



/s/ Richard Y. Bradley                                  Date: September 29, 1995
----------------------------------------------------
Richard Y. Bradley,
Director


/s/ George C. Woodruff, Jr.                             Date: September 29, 1995
---------------------------------------------------
George C. Woodruff, Jr.,
Director


/s/ Salvador Diaz-Verson, Jr.                           Date: September 29, 1995
-------------------------------------------------
Salvador Diaz-Verson, Jr.,
Director


/s/ Gardiner W. Garrard, Jr.                            Date: September 29, 1995
--------------------------------------------------
Gardiner W. Garrard, Jr.,
Director


/s/ H. Lynn Page                                        Date: September 29, 1995
-----------------------------------------------------
H. Lynn Page,
Director


/s/ John T. Oliver, Jr.,                                Date: September 29, 1995
------------------------------------------------------
John T. Oliver, Jr.,
Director


/s/ John L. Moulton                                     Date: September 29, 1995
-----------------------------------------------------
John L. Moulton,
Director


/s/ V. Nathaniel Hansford                               Date: September 29, 1995
----------------------------------------------------
V. Nathaniel Hansford,
Director


/s/ Richard E. Anthony                                  Date: September 29, 1995
-----------------------------------------------------
Richard E. Anthony,
Director and Vice Chairman of the Board




<PAGE>


/s/ Mason H. Lampton                                    Date: September 29, 1995
--------------------------------------------------
Mason H. Lampton,
Director


/s/ Elizabeth C. Ogie                                   Date: September 29, 1995
-----------------------------------------------------
Elizabeth C. Ogie,
Director


                                                        Date:
C. Edward Floyd,
Director


                                                        Date:
Robert V. Royall, Jr.
Director


filings\snv\s-3PEA.snv




<PAGE>





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