SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
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 (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
One Arsenal Place, 901 Front Avenue
Suite 301, Columbus, Georgia 31901
(706) 649-2387
(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
One Arsenal Place, 901 Front Avenue
Suite 301, Columbus, Georgia 31901
(706) 649-4818
(Name, Address and Telephone Number of Agent for Service)
---------------------------------------------
Approximate date of commencement of the proposed sale to the public: As soon as
practicable and from time to time after the Registration Statement becomes
effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [ X ]
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price per offering rgistration
to be registered registered unit price fee<F2>
- ---------------- ---------- --------- ------------- ------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par 92,994 $22.50<F1> $2,092,365<F1> $722
value
Common Stock
Rights 92,994 <F3> <F3> <F3>
<FN>
<F1>Estimated for the sole purpose of calculating the registration fee and based
upon the average of the high and low price per share of common stock of Synovus
Financial Corp. on April 16, 1996 as reported on the New York Stock Exchange.
<F2>Calculated in accordance with Rule 457(c) under the Securities Act of 1933,
as amended.
<F3>The Common Stock Purchase Rights (the "Rights") are attached to and trade
with the common stock of Synovus Financial Corp. The value, if any, attributable
to the Rights is reflected in the market price of the common stock of Synovus
Financial Corp.
</TABLE>
-------------------------------------------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PROSPECTUS
Synovus Financial Corp.
92,994 Shares of Common Stock
$1.00 Par Value
The shares of common stock of Synovus Financial Corp. ("Synovus")
covered by this Prospectus ("Shares") are presently issued and outstanding
shares of $1.00 par value common stock of Synovus ("Synovus Common Stock") which
may be offered and sold from time to time by The National Bank of South Carolina
as Trustee for the NBSC Corporation Pension Plan and The National Bank of South
Carolina as Trustee for the NBSC Corporation Profit Sharing Plan (the "Selling
Shareholders"), which Shares are to be sold in the manner set forth under "Plan
of Distribution." Synovus will not receive any proceeds from the sale of the
Shares offered pursuant to this Prospectus. The Shares represent approximately
.08% of the issued and outstanding shares of Synovus Common Stock.
The Shares may be sold on the New York Stock Exchange or any other
exchanges on which Synovus Common Stock may be traded (which may involve crosses
and block transactions), and in independent transactions off all exchanges, in
negotiated transactions, or otherwise. The Shares will be sold at market prices
prevailing at the time of the sale or at negotiated or fixed prices. See "Plan
of Distribution." The National Bank of South Carolina will bear the costs of
registering the Shares under the Securities Act of 1933, as amended, including
the registration fee, legal and accounting fees, and any printing fees (expenses
are estimated at $3,370). The Selling Shareholders will pay all other expenses
in connection with this offering, including underwriting commissions and/or
discounts, if any, and brokerage commissions.
Synovus has agreed to keep the Registration Statement on Form S-3
covering the Shares effective until the Shares are sold.
Shares of Synovus Common Stock, including the Shares offered hereby,
are listed on the New York Stock Exchange. On April 16, 1996, the last reported
sale price of Synovus Common Stock on the New York Stock Exchange was $22.38 per
share. Synovus Common Stock is traded on the New York Stock Exchange under the
symbol SNV.
-----------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. THE SHARES OF SYNOVUS COMMON STOCK OFFERED HEREBY ARE NOT
SAVINGS ACCOUNTS, DEPOSITS, OR OTHER OBLIGATIONS OF A BANK OR SAVINGS
ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENTAL AGENCY.
- --------------------------------------------------------------------------------
The date of this Prospectus is ________, 1996.
1
AVAILABLE INFORMATION
Synovus is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and, in accordance therewith,
files reports, proxy statements and other information with the Securities and
Exchange Commission ("Commission"). Copies of such reports, proxy statements and
other information can be obtained from the Commission at prescribed rates by
addressing a written request for such copies to the Public Reference Section of
the Commission, at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549. In addition, such reports, proxy statements and other information can be
inspected and copied at the public reference facilities referred to above and at
the Regional Offices of the Commission at: Chicago Regional Office, 500 West
Madison Street, Chicago, Illinois 60661-2511 and New York Regional Office, Seven
World Trade Center, New York, New York 10048. In addition, the Common Stock of
Synovus is listed on the New York Stock Exchange (the "NYSE") and such reports,
proxy statements and other information concerning Synovus can be inspected at
the office of the NYSE, 20 Broad Street, New York, New York 10005.
Synovus has filed with the Commission a Registration Statement on Form
S-3 (together with any amendments thereto, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Act"), covering the shares of
Synovus Common Stock being offered by this Prospectus. This Prospectus, which is
part of the Registration Statement, does not contain all the information and
undertakings set forth in the Registration Statement and reference is hereby
made to such Registration Statement, including the Exhibits and Schedules filed
as a part thereof, which may be inspected and copied in the manner and at the
locations specified above, for further information with respect to Synovus and
the Synovus Common Stock offered hereby. Statements contained in this Prospectus
or any document incorporated by reference in this Prospectus as to the contents
of any contract or other document referred to herein or therein are not
necessarily complete and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement or
such other document, each such statement being qualified in all respects by such
reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission by Synovus are
incorporated as of their respective dates into this Prospectus by reference:
(1) Synovus' Annual Report on Form 10-K for the fiscal year ended
December 31,1995;
(2) Synovus' current Report on Form 8-K dated March 11, 1996;
(3) the description of Synovus Common Stock contained in Synovus'
Registration Statement on Form 8-A filed on August 21, 1989; and
2
(4) the description of the Common Stock Rights of Synovus
contained in Synovus' Registration Statement on Form 8-A filed
on May 31, 1989.
All reports subsequently filed by Synovus pursuant to Section 13(a) and
(c) of the Exchange Act and any definitive proxy or information statements filed
pursuant to Section 14 of the Exchange Act in connection with any subsequent
shareholders' meeting and any reports filed pursuant to Section 15(d) of the
Exchange Act prior to the termination of the offering made hereby shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute part of this Prospectus.
Synovus will provide, without charge, to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any and all of the documents incorporated herein by reference (not
including exhibits to such documents unless such exhibits are specifically
incorporated by reference in such documents). Requests for copies of such
documents should be directed to Synovus Financial Corp., Post Office Box 120,
Columbus, Georgia 31902, Attention: Corporate Secretary, (706) 649-4751.
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in or
incorporated by reference in this Prospectus, in connection with the offer made
by this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by Synovus, the Selling
Shareholders, or any other person, underwriter, dealer or agent. Neither the
delivery of this Prospectus nor any sale made hereunder or thereunder shall
under any circumstances create an implication that there has been no change in
the affairs of Synovus since the date hereof. This Prospectus does not
constitute an offer or solicitation by anyone in any jurisdiction in which such
offer or solicitation is not authorized or in which the person making such offer
or solicitation is not qualified to do so or to anyone to whom it is unlawful to
make such offer or solicitation.
3
SYNOVUS
Synovus, a Georgia corporation, is a multi-financial services company
with banking and non-banking affiliates located in the States of Georgia,
Alabama, Florida and South Carolina. The principal executive offices of Synovus
are located at One Arsenal Place, 901 Front Avenue, Suite 301, Columbus, Georgia
31901, and Synovus' telephone number is (706) 649-2387.
THE SELLING SHAREHOLDERS
This Prospectus relates to periodic offers and sales by the Selling
Shareholders of up to 92,994 shares of Synovus Common Stock. Prior to this
offering, The NBSC Pension Plan and the NBSC Profit Sharing Plan owned 58,609
and 34,385 shares, respectively, of Synovus Common Stock. Upon consummation of
the sale of the Shares of Synovus Common Stock contemplated hereby, the Selling
Shareholders will no longer own any shares of Synovus Common Stock. Except for
the ownership interest of the Selling Shareholders in the above-referenced
number of shares of Synovus Common Stock, the Selling Shareholders are not the
beneficial owners of any other shares of Synovus Common Stock. The National Bank
of South Carolina, a wholly-owned subsidiary of Synovus, holds the Shares of
Synovus Common Stock in a fiduciary capacity for the Selling Shareholders. On
December 31, 1995, The National Bank of South Carolina held in various fiduciary
capacities 662,169 shares of Synovus Common Stock representing approximately .6%
of the outstanding shares of Synovus Common Stock. The 92,994 Shares offered
hereby represent approximately .08% of the shares of Synovus Common Stock
outstanding on April 16, 1996.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by the Selling
Shareholders. The Shares may be sold on the New York Stock Exchange or any other
exchanges on which Synovus Common Stock may be traded (which may involve crosses
and block transactions), and in independent transactions off all exchanges, in
negotiated transactions, or otherwise. The Shares will be sold at market prices
prevailing at the time of sale or at negotiated or fixed prices. The Shares may
be sold from time to time by one or more of the following, without limitation:
(a) one or more block trades in which a broker or dealer may or may not be
engaged to attempt to sell all or part of the Shares as agent or to position and
resell a portion of any block as principal to facilitate the transaction; (b)
purchases by a broker or dealer as principal and resale by such broker or dealer
for its account; (c) ordinary brokerage transactions and transactions in which
the broker solicits purchasers; and (d) off the market sales in which a broker
or dealer may or may not be engaged to attempt to sell all or part of the Shares
as agent.
In effecting sales, brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from the Selling Shareholders in
amounts to be negotiated prior to the sale. As of the date hereof, there are no
selling arrangements between
4
the Selling Shareholders and any broker or dealer. The Shares offered hereby are
not expected to be sold pursuant to an underwriting. This Prospectus does not
restrict the availability of any exemption under the securities laws or the
regulations under those laws pursuant to which the Selling Shareholders may sell
or otherwise dispose of the Shares, including Rule 144.
Synovus will not receive any of the proceeds from the sale of the
Shares. The National Bank of South Carolina will bear the costs of registering
the Shares under the Act, including the registration fee under the Act and legal
and accounting fees, and any printing fees. The Selling Shareholders will pay
all other expenses in connection with this offering, including underwriting
commissions or discounts, if any, and brokerage commissions.
In offering the Shares covered by this Prospectus, the Selling
Shareholders and brokers, dealers or agents who participate in a sale of Shares
by the Selling Shareholders may be considered "underwriters" within the meaning
of Section 2(11) of the Act and any profits realized by the Selling Shareholders
and the compensation of any broker/dealers may be deemed to be underwriting
discounts and commissions.
MATERIAL CHANGES
On March 11, 1996, the Synovus Board of Directors declared a
three-for-two stock split to be distributed on April 8, 1996, in the form of a
stock dividend to shareholders of record as of March 21, 1996. The stock split
resulted in the issuance of 38,664,622 additional shares of common stock. The
par value of the new shares totalled $38,704,013 which was transferred from
surplus to the common stock account.
The following summary of selected statistical data is presented below
on both a pre-split and post-split basis. All post-split share and per share
information has been retroactively restated to reflect the stock split as if it
had occurred on January 1, 1991.
[rest of page intentionally blank]
5
<TABLE>
<CAPTION>
Table 1 PRE-SPLIT
Five Year Selected Financial Data
(In thousands, except per share data)
Years Ended December 31,
--------------------------------------------------------------
1995 1994 1993 1992 1991
---------- -------- --------- -------- ----------
<S> <C> <C> <C> <C> <C>
Net interest income $ 341,875 301,231 263,213 241,203 203,728
Provision for losses on loans 25,787 25,387 24,924 33,302 29,161
Income before extraordinary item 114,583 89,452 80,379 66,685 51,959
Net income 114,583 89,452 77,467 66,685 51,959
Per share data:
Income before extraordinary item 1.50 1.19 1.09 0.92 0.74
Net income 1.50 1.19 1.05 0.92 0.74
Cash dividends declared 0.540 .450 .373 .310 .267
Book Value per Share 8.98 7.67 7.33 6.39 5.83
Long-term debt 106,815 139,811 143,481 143,215 109,794
Average total equity 639,426 566,562 505,027 444,565 383,352
Average total assets 7,498,299 6,782,659 6,141,794 5,702,968 4,966,446
Ratios:
Return on assets before extraordinary item 1.53 % 1.32 1.31 1.17 1.05
Return on assets after extraordinary item 1.53 1.32 1.26 1.17 1.05
Return on equity before extraordinary item 17.92 15.79 15.92 15.00 13.55
Return on equity after extraordinary item 17.92 15.79 15.34 15.00 13.55
Dividend payout ratio <F1> 36.69 36.90 35.10 28.59 30.79
Average equity to average assets 8.53 8.35 8.22 7.80 7.72
<FN>
<F1>Determined by dividing dividends declared by net income, including pooled subsidiaries.
</TABLE>
The following table has been restated for the three-for-two stock split
declared on March 11, 1996.
<TABLE>
<CAPTION>
POST-SPLIT
Five Year Selected Financial Data
(In thousands, except per share data)
Years Ended December 31,
-------------------------------------------------------------------
1995 1994 1993 1992 1991
----------- ----------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Net interest income $ 341,875 301,231 263,213 241,203 203,728
Provision for losses on loans 25,787 25,387 24,924 33,302 29,161
Income before extraordinary item 114,583 89,452 80,379 66,685 51,959
Net income 114,583 89,452 77,467 66,685 51,959
Per share data:
Income before extraordinary item 1.00 0.79 0.73 0.61 0.49
Net income 1.00 0.79 0.70 0.61 0.49
Cash dividends declared 0.360 0.300 0.249 0.207 0.178
Book Value per Share 5.99 5.11 4.89 4.17 3.89
Long-term debt 106,815 139,811 143,481 143,215 109,794
Average total equity 639,426 566,562 505,027 444,565 383,352
Average total assets 7,498,299 6,782,659 6,141,794 5,702,968 4,966,446
Ratios:
Return on assets before extraordinary item 1.53 % 1.32 1.31 1.17 1.05
Return on assets after extraordinary item 1.53 1.32 1.26 1.17 1.05
Return on equity before extraordinary item 17.92 15.79 15.92 15.00 13.55
Return on equity after extraordinary item 17.92 15.79 15.34 15.00 13.55
Dividend payout ratio <F1> 36.69 36.90 35.10 28.59 30.79
Average equity to average assets 8.53 8.35 8.22 7.80 7.72
<FN>
<F1>Determined by dividing dividends declared by net income, including pooled subsidiaries.
</TABLE>
6
EXPERTS
The consolidated financial statements of Synovus Financial Corp. and
its subsidiaries as of December 31, 1995 and 1994, and for each of the years in
the three-year period ended December 31, 1995, incorporated by reference herein
and in the Registration Statement have been incorporated by reference herein and
in the Registration Statement in reliance upon the report of KPMG Peat Marwick
LLP, independent certified public accountants, incorporated by reference herein
and in the Registration Statement, and upon the authority of said firm as
experts in accounting and auditing.
LEGALITY
The legality of Synovus Common Stock covered hereby is being passed
upon for Synovus by Kathleen Moates, Senior Vice President and Deputy General
Counsel of Synovus.
7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission registration fee $ 722.00
Legal Services $ 500.00
Accounting Services $ 2,000.00
Printing $ 50.00
Miscellaneous $ 100.00
Total $ 3,372.00
All of the above items, except for the registration fee, are estimates.
The Selling Shareholder will not bear any of the expenses set forth above.
Item 15. Indemnification of Directors and Officers
Subsection (a) of Section 14-2-851 of the Georgia Business Corporation
Code provides that a corporation may indemnify or obligate itself to indemnify
an individual made a party to a proceeding because he is or was a director
against liability incurred in the proceeding if he acted in a manner he believed
in good faith to be in or not opposed to the best interests of the corporation
and, in the case of any criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful. Subsection (d) of Section 14-2-851 of the
Georgia Business Corporation Code provides that a corporation may not indemnify
a director in connection with a proceeding by or in the right of the corporation
in which the director was adjudged liable to the corporation, or in connection
with any other proceeding in which he was adjudged liable on the basis that
personal benefit was improperly received by him. Notwithstanding the foregoing,
pursuant to Section 14-2-854 of the Georgia Business Corporation Code a court
may order a corporation to indemnify a director if such court determines the
director is fairly and reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not such director met the standard of conduct
set forth in subsection (a) of Section 14-2-851 of the Georgia Business
Corporation Code or was adjudged liable as described in subsection (d) of
Section 14- 2-851 of the Georgia Business Corporation Code.
Section 14-2-852 of the Georgia Business Corporation Code provides that
to the extent that a director has been successful, on the merits or otherwise,
in the defense of any proceeding to which he was a party, or in defense of any
claim, issue, or matter therein, because he is or was a director of the
corporation, the corporation shall indemnify the director against reasonable
expenses incurred by him in connection therewith.
Section 14-2-857 of the Georgia Business Corporation Code provides that
an officer of the corporation who is not a director is entitled to mandatory
indemnification
II - 1
under Section 14-2-852 and is entitled to apply for court ordered
indemnification under Section 14-2-854, in each case to the same extent as a
director. In addition, Section 14-2-857 provides that a corporation may also
indemnify an officer, employee or agent who is not a director to the extent,
consistent with public policy, that may be provided by its articles of
incorporation, bylaws, action of its board of directors or contract.
In accordance with Article VIII of Registrant's Bylaws, every person
who is or was (and the heirs and personal representatives of such person) a
director, officer, employee or agent of Registrant shall be indemnified and held
harmless by Registrant from and against the obligation to pay a judgement,
settlement, penalty, fine (including an excise tax assessed with respect to an
employee benefit plan), and reasonable expenses (including attorneys' fees and
disbursements) that may be imposed upon or incurred by him or her in connection
with or resulting from any threatened, pending, or completed, action, suit, or
proceeding, whether civil, criminal, administrative, investigative, formal or
informal, in which he or she is, or is threatened to be made, a named defendant
or respondent: (a) because he or she is or was a director, officer, employee, or
agent of Registrant; (b) because he or she is or was serving at the request of
Registrant as a director, officer, partner, trustee, employee, or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
enterprise; or (c) because he or she is or was serving as an employee of the
corporation who was employed to render professional services as a lawyer or
accountant to the corporation; regardless of whether such person is acting in
such a capacity at the time such obligation shall have been imposed or incurred,
if (i) such person acted in a manner he or she believed in good faith to be in
or not opposed to the best interests of such corporation, and, with respect to
any criminal proceeding, if such person had no reasonable cause to believe his
or her conduct was unlawful or (ii), with respect to an employee benefit plan,
such person believed in good faith that his or her conduct was in the interests
of the participants in and beneficiaries of the plan.
Pursuant to Article VIII of the Bylaws of Registrant, reasonable
expenses incurred in any proceeding shall be paid by Registrant in advance of
the final disposition of such proceeding if authorized by the Board of Directors
in the specific case, or if authorized in accordance with procedures adopted by
the Board of Directors, upon receipt of a written undertaking executed
personally by or on behalf of the director, officer, employee or agent to repay
such amount if it shall ultimately be determined that he or she is not entitled
to be indemnified by Registrant, and a written affirmation of his or her good
faith belief that he or she has met the standard of conduct required for
indemnification.
The foregoing rights of indemnification and advancement of expenses are
not intended to be exclusive of any other right to which those indemnified may
be entitled, and Registrant has reserved the right to provide additional
indemnity and rights to its directors, officers, employees or agents to the
extent they are consistent with law.
II - 2
Registrant carries insurance for the purpose of providing
indemnification to its directors and officers. Such policy provides for
indemnification of Registrant for losses and expenses it might incur to its
directors and officers for successful defense of claims alleging negligent acts,
errors, omissions or breach of duty while acting in their capacity as directors
or officers and indemnification of its directors and officers for losses and
expense upon the unsuccessful defense of such claims.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Item 16. Exhibits
4.1 Articles of Incorporation of Synovus Financial Corp., as
amended, incorporated by reference to Exhibit 4(a) of Synovus
Financial Corp.'s Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on July 23, 1990
(File No. 33-35926).
4.2 Bylaws of Synovus Financial Corp., as amended, incorporated by
reference to Exhibit 3.2 of Synovus Financial Corp.'s Annual
Report on Form 10-K for the year ended December 31, 1995 as
filed with the Securities and Exchange Commission on March 25,
1996.
4.3 Form of Rights Agreement incorporated by reference to Exhibit
1 of Synovus Financial Corp.'s Registration Statement on Form
8-A dated May 3, 1989 filed with the Securities and Exchange
Commission on May 3, 1989 pursuant to Section 12 of the
Securities Exchange Act of 1934,
as amended.
5 Legal opinion of the Senior Vice President and Deputy General
Counsel of Synovus Financial Corp. regarding the legality of
the Synovus Common Stock to be registered.
23.1 The consent of KPMG Peat Marwick LLP re: Consolidated
Financial Statements of Synovus Financial Corp. and
Subsidiaries.
II - 3
23.2 The consent of the Senior Vice President and Deputy General
Counsel of Synovus Financial Corp. regarding the legality of
the Synovus Common Stock to be registered.
24 Powers of Attorney contained on the signature pages of the
Registration Statement.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of securities registered hereby, a post-effective amendment to this Registration
Statement:
(i) To include any Prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be a
new Registration Statement
II - 4
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other that the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
filings\SNV\NBSCpl.S3
II - 5
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 18th day of
April, 1996.
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: April 18, 1996
- ----------------------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee
/s/ James H. Blanchard Date: April 18, 1996
- ----------------------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
/s/ James D. Yancey Date: April 18, 1996
- ----------------------------------------------
James D. Yancey,
Vice Chairman of the Board
/s/ Joe E. Beverly Date: April 18, 1996
- ----------------------------------------------
Joe E. Beverly,
Vice Chairman of the Board
/s/ Stephen L. Burts, Jr. Date: April 18, 1996
- ----------------------------------------------
Stephen L. Burts, Jr.,
President, Principal Financial
Officer and Director
/s/ G. Sanders Griffith, III Date: April 18, 1996
- ----------------------------------------------
G. Sanders Griffith, III,
Senior Executive Vice President,
General Counsel and Secretary
/s/ Thomas J. Prescott Date: April 18, 1996
- ----------------------------------------------
Thomas J. Prescott,
Executive Vice President, Treasurer
and Principal Accounting Officer
/s/ Jay C. McClung Date: April 18, 1996
- ----------------------------------------------
Jay C. McClung
Executive Vice President
/s/Daniel P. Amos Date: April 18, 1996
- ----------------------------------------------
Daniel P. Amos,
Director
/s/ Richard Y. Bradley Date: April 18, 1996
- ----------------------------------------------
Richard Y. Bradley,
Director
/s/ George C. Woodruff, Jr. Date: April 18, 1996
- ----------------------------------------------
George C. Woodruff, Jr.,
Director
/s/ Salvador Diaz-Verson, Jr. Date: April 18, 1996
- ----------------------------------------------
Salvador Diaz-Verson, Jr.,
Director
/s/ Gardiner W. Garrard, Jr. Date: April 18, 1996
- ----------------------------------------------
Gardiner W. Garrard, Jr.,
Director
/s/ H. Lynn Page Date: April 18, 1996
- ----------------------------------------------
H. Lynn Page,
Director
/s/ John T. Oliver, Jr., Date: April 18, 1996
- ----------------------------------------------
John T. Oliver, Jr.,
Director and Vice Chairman
of the Executive Committee
/s/ John L. Moulton Date: April 18, 1996
- ----------------------------------------------
John L. Moulton,
Director
/s/ V. Nathaniel Hansford Date: April 18, 1996
- ----------------------------------------------
V. Nathaniel Hansford,
Director
/s/ Richard E. Anthony Date: April 18, 1996
- ----------------------------------------------
Richard E. Anthony,
Director and Vice Chairman of the Board
/s/ Mason H. Lampton Date: April 18, 1996
- ----------------------------------------------
Mason H. Lampton,
Director
/s/ Elizabeth C. Ogie Date: April 18, 1996
- ----------------------------------------------
Elizabeth C. Ogie,
Director
Date:
- ----------------------------------------------
C. Edward Floyd,
Director
Date:
- ----------------------------------------------
Robert V. Royall, Jr.
Director
Date:
- ----------------------------------------------
William L. Pherigo,
Director
EXHIBIT INDEX
Exhibit
Number Description
4.1 Articles of Incorporation of the Company incorporated
by reference to Exhibit 4(a) of the Company's
Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on July 23, 1990
(File No. 33-35926).
4.2 Bylaws, as amended, of the Company, incorporated by
reference to Exhibit 3.2 of the Company's Annual
Report on Form 10-K for the year ended December 31,
1995 as filed with the Securities and Exchange
Commission on March 25, 1996.
4.3 Form of Rights Agreement incorporated by reference to
Exhibit 1 of Company's Registration Statement on Form
8-A dated May 3, 1989, filed with the Securities and
Exchange Commission on May 3, 1989, pursuant to the
Section 12 of the Exchange Act.
5 Legal Opinion of the Deputy General Counsel of the
Company regarding the legality of the Synovus Common
Stock to be registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 The consent of Kathleen Moates, Deputy General
Counsel of the Company, regarding the legality of
the Synovus Common Stock to be registered.
24 Powers of Attorney contained on the signature pages
of this Registration Statement.
April 18, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, D.C. 20549
Ladies and Gentlemen:
As Deputy General Counsel of Synovus Financial Corp. (the
"Registrant"), I am familiar with the preparation and filing of the Registrant's
Registration Statement on Form S-3, as filed with the Securities and Exchange
Commission on or about April 18, 1996 on behalf of shareholders of $1.00 par
value common stock of the Registrant (the "Selling Shareholders") pursuant to
which the Registrant proposes to register up to 92,994 shares of its $1.00 par
value common stock ("Registrant's Common Stock") on behalf of the Selling
Shareholders.
I have examined, and am familiar with, the originals or copies,
certified or otherwise, of the documents, corporate records and other
instruments of the Registrant relating to said Registration Statement which I
deem relevant and which form the basis of the opinion hereinafter set forth.
I am of the opinion that under the laws of the State of Georgia, the
jurisdiction in which the Registrant is incorporated and the jurisdiction in
which the Registrant has its principal office, all of the shares of Registrant's
Common Stock registered under the aforesaid Registration Statement are duly
authorized, validly issued and outstanding, and are fully paid and
non-assessable shares of the Registrant's Common Stock, and no personal
liability will attach to the holders of any of the shares of the Registrant's
Common Stock.
Sincerely,
/s/Kathleen Moates
Kathleen Moates
KM\bmk
Accountants' Consent
The Board of Directors
Synovus Financial Corp.:
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of Synovus Financial Corp. of our report dated January 26, 1996,
relating to the consolidated statements of condition of Synovus Financial Corp.
and subsidiaries as of December 31, 1995 and 1994, and the related consolidated
statements of income, shareholders' equity, and cash flows for each of the years
in the three-year period ended December 31, 1995, which report appears in
Synovus' 1995 Annual Report to Shareholders and is incorporated by reference in
the 1995 annual report on Form 10-K of Synovus Financial Corp., and to the
reference to our firm under the heading "Experts" in the prospectus.
Our report dated January 26, 1996 refers to a change in the accounting for
investment securities at December 31, 1993 to adopt the provisions of Statement
of Financial Accounting Standards No.115, "Accounting for Certain Investments in
Debt and Equity Securities."
/s/KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Atlanta, Georgia
April 18, 1996
CONSENT
Board of Directors
Synovus Financial Corp.
The undersigned counsel to Synovus Financial Corp. consents to the use of
my opinion as Exhibit 5 to the Registration Statement and to the reference to me
under the heading "Legality" in the Registration Statement/Prospectus.
Sincerely,
/s/Kathleen Moates
Kathleen Moates
Deputy General Counsel
Columbus, Georgia
April 18, 1996
Exhibit 23.2
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 18th day of
April, 1996.
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: April 18, 1996
- ----------------------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee
/s/ James H. Blanchard Date: April 18, 1996
- ----------------------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
/s/ James D. Yancey Date: April 18, 1996
- ----------------------------------------------
James D. Yancey,
Vice Chairman of the Board
/s/ Joe E. Beverly Date: April 18, 1996
- ----------------------------------------------
Joe E. Beverly,
Vice Chairman of the Board
/s/ Stephen L. Burts, Jr. Date: April 18, 1996
- ----------------------------------------------
Stephen L. Burts, Jr.,
President, Principal Financial
Officer and Director
/s/ G. Sanders Griffith, III Date: April 18, 1996
- ----------------------------------------------
G. Sanders Griffith, III,
Senior Executive Vice President,
General Counsel and Secretary
/s/ Thomas J. Prescott Date: April 18, 1996
- ----------------------------------------------
Thomas J. Prescott,
Executive Vice President, Treasurer
and Principal Accounting Officer
/s/ Jay C. McClung Date: April 18, 1996
- ----------------------------------------------
Jay C. McClung
Executive Vice President
/s/Daniel P. Amos Date: April 18, 1996
- ----------------------------------------------
Daniel P. Amos,
Director
/s/ Richard Y. Bradley Date: April 18, 1996
- ----------------------------------------------
Richard Y. Bradley,
Director
/s/ George C. Woodruff, Jr. Date: April 18, 1996
- ----------------------------------------------
George C. Woodruff, Jr.,
Director
/s/ Salvador Diaz-Verson, Jr. Date: April 18, 1996
- ----------------------------------------------
Salvador Diaz-Verson, Jr.,
Director
/s/ Gardiner W. Garrard, Jr. Date: April 18, 1996
- ----------------------------------------------
Gardiner W. Garrard, Jr.,
Director
/s/ H. Lynn Page Date: April 18, 1996
- ----------------------------------------------
H. Lynn Page,
Director
/s/ John T. Oliver, Jr., Date: April 18, 1996
- ----------------------------------------------
John T. Oliver, Jr.,
Director and Vice Chairman
of the Executive Committee
/s/ John L. Moulton Date: April 18, 1996
- ----------------------------------------------
John L. Moulton,
Director
/s/ V. Nathaniel Hansford Date: April 18, 1996
- ----------------------------------------------
V. Nathaniel Hansford,
Director
/s/ Richard E. Anthony Date: April 18, 1996
- ----------------------------------------------
Richard E. Anthony,
Director and Vice Chairman of the Board
/s/ Mason H. Lampton Date: April 18, 1996
- ----------------------------------------------
Mason H. Lampton,
Director
/s/ Elizabeth C. Ogie Date: April 18, 1996
- ----------------------------------------------
Elizabeth C. Ogie,
Director
Date:
- ----------------------------------------------
C. Edward Floyd,
Director
Date:
- ----------------------------------------------
Robert V. Royall, Jr.
Director
Date:
- ----------------------------------------------
William L. Pherigo,
Director
filings\snv\snvsigs3.con
