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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
Total System Services, Inc.
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(Name of Issuer)
$.10 Par Value Common Stock
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(Title of Class of Securities)
891906-10-9
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 9 pages
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13G
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CUSIP No. 891906-10-9
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Columbus Bank and Trust Company, as parent holding company and in
various fiduciary capacities, and Synovus Financial Corp. as
parent holding company of Columbus Bank and Trust Company.
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
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Number of 5 SOLE VOTING POWER
Shares 52,200,646 - Beneficial ownership recognized
Benefi- 282,521 - Beneficial ownership disclaimed; Held as
cially fiduciary
Owned By
Each
Reporting
Person With
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6 SHARED VOTING POWER
29,478 - Beneficial ownership disclaimed; Held as
fiduciary
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7 SOLE DISPOSITIVE POWER
52,200,646 - Beneficial ownership recognized
287,139 - Beneficial ownership disclaimed; Held as
fiduciary
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8 SHARED DISPOSITIVE POWER
29,478 - Beneficial ownership disclaimed; Held as
fiduciary
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(Includes Beneficial Ownership disclaimed)
52,517,263
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
81.3%
(Calculated excluding from outstanding shares all shares owned
by Issuer as Treasury shares)
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12 TYPE OF REPORTING PERSON
BK and HC
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Page 2 of 9
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Page 3 of 9
SCHEDULE 13G UNDER THE SECURITIES
---------------------------------
EXCHANGE ACT OF 1934
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Check the following box if a fee is being paid with this statement. [ ]
1. (a) Name of Issuer: Total System Services, Inc.
(b) Address of Issuer's Principal Executive Offices:
1200 Sixth Avenue
Columbus, Georgia 31901
2. (a) & (b) Name and Principal Business Office of Person Filing:
Synovus Financial Corp., One Arsenal Place, 901 Front Avenue,
Suite 301
Columbus, Georgia 31901
Columbus Bank and Trust Company, 1148 Broadway
Columbus, Georgia 31901
(c) Citizenship:
Columbus Bank and Trust Company, Synovus Financial Corp., and
Total System Services, Inc. are Georgia corporations, with
Columbus Bank and Trust Company being a Georgia banking
corporation, and Synovus Financial Corp. and Total System
Services, Inc. being Georgia business corporations.
(d) Title of class of securities: $.10 par value common stock.
(e) CUSIP No. 891906-10-9
3. Check whether person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act
(b) [X] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
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Page 4 of 9
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement
Income Security Act of 1974 or Endowment Fund; see
section 240.13d-1(b)(1)(ii)(F)
(g) [X] Parent Holding Company, in accordance with section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with section
240.13d-1(b)(1)(ii)(H)
4. If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month described
in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the
following information as of that date and identify those shares which
there is a right to acquire.
(a) Amount beneficially owned (Includes shares as to which
beneficial ownership is disclaimed).
December 31, 1995 52,517,263
(b) Percent of Class: 81.3% (Calculated excluding from
outstanding shares all shares owned by the Issuer as treasury
shares).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
52,200,646 - Beneficial ownership recognized
282,521 - Beneficial ownership disclaimed; held as
fiduciary
(ii) Shared power to vote or to direct the vote
29,478 - Beneficial ownership disclaimed; held as
fiduciary
(iii) Sole power to dispose or to direct the disposition of
52,200,646 - Beneficial ownership recognized
287,139 - Beneficial ownership disclaimed; held as
fiduciary
(iv) Shared power to dispose or to direct the disposition
of
29,478 - Beneficial ownership disclaimed; held as
fiduciary
For an additional discussion on this item, see Exhibits "A" and "B"
attached hereto.
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Page 5 of 9
5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[ ].
Not Applicable
6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of employee benefit
plan, pension fund or endowment fund is not required.
SEE EXHIBIT "B"
7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identification
of the relevant subsidiary.
SEE EXHIBIT "B"
8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group has filed
this schedule pursuant to Rule 13d-1(c), attach an exhibit stating the
identity of each member of the group.
Not Applicable
9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required,
by members of the group, in their individual capacity. See Item 5.
Not Applicable
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10. Certification. By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection with
or as a participant in any transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
COLUMBUS BANK AND TRUST
COMPANY
By:/s/James D. Yancey
James D. Yancey
Vice Chairman
January 29, 1996
Date
SYNOVUS FINANCIAL CORP.
By:/s/G. Sanders Griffith, III
G. Sanders Griffith, III
Senior Executive Vice President,
General Counsel and Secretary
January 29, 1996
Date
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EXHIBIT "A"
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In addition to the securities identified in the response to Item 4, as
of December 31, 1995, the banking and trust company subsidiaries of Synovus
Financial Corp. and the trust company subsidiary of Columbus Bank and Trust
Company possessed neither sole nor shared voting or investment power in
connection with 492,982 shares of the class of securities which is the subject
of this report, which were held in various agency, custody, safekeeping or asset
management capacities, or with brokers, for various agency, custody, safekeeping
or asset management customers. Such securities are not included in the response
to such item in this report. However, appropriate disclosures, such as that
currently at hand, by "footnote" or otherwise, will be included in all future
reports to identify the volume of such securities held in agency, custody,
safekeeping, asset management or other capacities in which they possess neither
sole or shared voting or investment power.
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EXHIBIT "B"
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As of December 31, 1995, Columbus Bank and Trust Company, the parent
holding company of the issuer, as well as a banking subsidiary of Synovus
Financial Corp. and a signatory party hereto, possessed the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of 80.8% of the class of the securities which is the subject of this report,
equal to 52,200,646 shares, of which the beneficial ownership is recognized. In
addition, 316,617 shares of the class of securities which is the subject of this
report are held by Synovus Trust Company, the wholly-owned trust company
subsidiary of Columbus Bank and Trust Company, of which the beneficial ownership
is disclaimed, as set forth below. Such shares with respect to which beneficial
ownership is disclaimed were transferred on January 3, 1995 by Columbus Bank and
Trust Company to Synovus Trust Company, pursuant to Section 7-1-320 et seq. of
the Financial Institutions Code of Georgia, along with all of its rights,
powers, privileges, accounts and designations as a fiduciary, including the sole
and/or shared power to vote and/or invest the shares of the class of the
securities which is the subject of this report. None of the other subsidiaries
of any of the signatory parties hereto have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
class of securities which is the subject of this report, as of December 31,
1995. None of such subsidiaries, individually or in the aggregate, possesses
such right or power relating to more than five percent of the class of the
securities which is the subject of this report.
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Page 9 of 9
Held by Columbus Bank and Trust Company and its wholly-owned trust
company subsidiary, Synovus Trust Company, as of December 31, 1995.
<TABLE>
Sole Shared Sole Power Shared Power
Voting Power Voting Power To Dispose To Dispose
- ------------ ------------ --------- -------------
<C> <C> <C> <C>
52,200,646<F1> 29,478<F2> 52,200,646<F1> 29,478<F2>
282,521<F2> 287,139<F2>
<FN>
<F1>Columbus Bank and Trust Company is the registered owner and possesses sole
voting and investment power with respect to 52,200,646 shares of the class of
the securities which is the subject of this report, the beneficial ownership of
which is recognized.
<F2>As of December 31, 1995, Synovus Trust Company, the wholly-owned trust
company subsidiary of Columbus Bank and Trust Company, held in various fiduciary
capacities 287,139 shares as to which it possessed sole voting or investment
power, and 29,478 shares as to which it possessed shared voting or investment
power, of the class of the securities which is the subject of this report, the
beneficial ownership of which is disclaimed.
</TABLE>
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