UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 22 )*
Synovus Financial Corp.
(Name of Issuer)
$1.00 Par Value Common Stock
(Title of Class of Securities)
87161C-10-5
(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
CUSIP No. 87161C-10-5
- --------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Synovus Financial Corp., as Parent Holding Company of its various
banking and trust company subsidiaries, Columbus Bank and Trust
Company, as the Parent Bank of Synovus Trust Company, and Synovus
Trust Company, in various fiduciary capacities.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
Number of 5 SOLE VOTING POWER
Shares
Benefi- 9,173,827
cially
Owned By
Each
Reporting
Person With
6 SHARED VOTING POWER
317,913
7 SOLE DISPOSITIVE POWER
10,308,256
8 SHARED DISPOSITIVE POWER
6,353,756
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,662,012
(Includes Beneficial Ownership disclaimed)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.32%
12 TYPE OF REPORTING PERSON
BK and HC
Page 2 of 9
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Page 3 of 9
SCHEDULE 13G UNDER THE SECURITIES
EXCHANGE ACT OF 1934
Check the following box if a fee is being paid with this statement. [ ]
1. (a) Name of Issuer: Synovus Financial Corp.
(b) Address of Issuer's Principal Executive Offices:
One Arsenal Place
901 Front Avenue, Suite 301
Columbus, Georgia 31901
2. (a) & (b) Name and Principal Business Office of Persons Filing:
Synovus Trust Company, 1148 Broadway
Columbus, Georgia 31901
Columbus Bank and Trust Company, 1148 Broadway
Columbus, Georgia 31901
Synovus Financial Corp., One Arsenal Place, 901 Front Avenue
Suite 301, Columbus, Georgia 31901
(c) Citizenship:
Synovus Financial Corp. is a Georgia business corporation and
its banking and trust company subsidiaries are Georgia,
Florida, Alabama and National Banking corporations and trust
companies.
(d) Title of class of securities: $1.00 par value common stock.
(e) CUSIP No. 87161C-10-5
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
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Page 4 of 9
(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
(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
subsection 240.13d-1(b)(1)(ii)(F)
(g) [X] Parent Holding Company, in accordance with
subsection 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with subsection
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, 1996 16,662,012
(b) Percent of Class: 14.32%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
9,173,827
(ii) Shared power to vote or to direct the vote
317,913
(iii) Sole power to dispose or to direct the disposition of
10,308,256
(iv) Shared power to dispose or to direct the disposition of
6,353,756
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Page 5 of 9
For an additional discussion on this item, see Exhibits "A", "B" and
"C" attached hereto.
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 "C"
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
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Page 6 of 9
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
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.
SYNOVUS FINANCIAL CORP.
By: /s/G. Sanders Griffith, III
G. Sanders Griffith, III
Senior Executive Vice President
February 27, 1997
Date
COLUMBUS BANK AND TRUST
COMPANY
By: /s/James D. Yancey
James D. Yancey
Vice Chairman
February 27, 1997
Date
SYNOVUS TRUST COMPANY
By:/s/George G. Flowers
George G. Flowers
President
February 27, 1997
Date
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Page 7 of 9
EXHIBIT "A"
In addition to the securities identified in the response to item 4, as
of December 31, 1996, the banking and trust company subsidiaries of Synovus
Financial Corp. possessed neither sole nor shared voting or investment power in
connection with 9,981,359 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. See exhibit "C".
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Page 8 of 9
EXHIBIT "B"
As of December 31, 1996, Synovus Trust Company, a wholly-owned trust
company subsidiary of Columbus Bank and Trust Company, a wholly-owned banking
subsidiary of Synovus Financial Corp., all of which are signatory parties
hereto, possessed in various fiduciary capacities, the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of
13.97% of the class of the securities which is the subject of this report, as
set forth below, the beneficial ownership of which is disclaimed. The other
known persons having the right, as of December 31, 1996, 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, are other banking
subsidiaries of Synovus Financial Corp. as identified in Exhibit "C", the
beneficial ownership of which is disclaimed. None of such other banking
subsidiaries, as of December 31, 1996, individually or in the aggregate,
possessed such right or power relating to more than five percent of the class of
securities which is the subject of this report.
Held by Synovus Trust Company in various fiduciary capacities as of
December 31, 1996:
Sole Shared Sole Power Shared Power
Voting Power Voting Power To Dispose To Dispose
------------ ------------- ---------- ------------
8,796,482 292,441 9,930,911 6,328,284
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Page 9 of 9
EXHIBIT "C"
Identified below are the subsidiaries of Synovus Financial Corp. and
its wholly-owned banking subsidiary, Columbus Bank and Trust Company, which
hold, in various fiduciary capacities, the class of securities which is the
subject of this report.
(1) Synovus Trust Company, a trust company subsidiary of Columbus
Bank and Trust Company.
(2) The Quincy State Bank, a banking subsidiary of Synovus Financial
Corp.
(3) The National Bank of South Carolina, a banking subsidiary of
Synovus Financial Corp.
The respective beneficial ownership by those subsidiaries of Synovus Financial
Corp. that held, as of December 31, 1996, the class of securities which is the
subject of this report is identified below.
(1) Synovus Trust Company, The Quincy State Bank, and The National Bank of
South Carolina maintained in various fiduciary capacities as to which they
possessed sole voting and/or investment power, 9,930,911; 209,190; and
168,155 shares, respectively, of the class of securities which is the
subject of this report, the beneficial ownership of which is disclaimed.
(2) Synovus Trust Company and The Quincy State Bank maintain in various
fiduciary capacities as to which they possessed shared voting and/or
investment power, 6,328,284 and 25,472 shares, respectively, of the class
of securities which is the subject of this report, the beneficial ownership
of which is disclaimed.
In addition to the foregoing, and as referenced in Exhibit "A" hereto, Synovus
Trust Company, a trust company subsidiary of Columbus Bank and Trust Company,
The National Bank of South Carolina and The Quincy State Bank, banking
subsidiaries of Synovus Financial Corp., and Vanguard Bank and Trust Company,
also a banking subsidiary of Synovus Financial Corp., but which possessed no
shares of the class of securities which is the subject of this report in any
fiduciary capacities, maintained as of December 31, 1996, in various agency,
custody, safekeeping or asset management capacities, or with brokers, for
various agency, custody, safekeeping or asset management customers: 9,784,999;
128,782; 19,875; and 47,703 shares, respectively, or an aggregate of 9,981,359
shares, of the class of securities which is the subject of this report.
