SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Synovus Financial Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)and 0-11.
1) Title of each class of securities to which transaction applies:
___________________________________________________________________
2) Aggregate number of securities to which transaction applies:
___________________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
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previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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[LOGO](R)
SYNOVUS(Registration Mark)
FINANCIAL CORP.
JAMES H. BLANCHARD
CHAIRMAN OF THE BOARD
March 13, 1998
Dear Shareholder:
The Annual Meeting of the Shareholders of Synovus Financial Corp. will be
held on April 23, 1998 in the South Hall of the Columbus, Georgia Convention &
Trade Center, beginning at 10:00 o'clock A.M., E.T., for the purposes set forth
in the accompanying Notice of Annual Meeting of Shareholders and Proxy
Statement.
We encourage you to attend the Annual Meeting of Shareholders and let us
give you a review of 1997. Whether you own a few or many shares of stock and
whether or not you plan to attend in person, it is important that your shares be
voted on matters that come before the meeting. To make sure your shares are
represented, we urge you to complete the enclosed Proxy Card, including the
Certificate of Beneficial Owner, and mail it to us promptly.
Thank you for helping us make 1997 a good year. We look forward to your
continued support in 1998 and another good year.
Sincerely yours,
/s/James H. Blanchard
JAMES H. BLANCHARD
Synovus Financial Corp. Post Office Box 120 Columbus, Georgia 31902-0120
SYNOVUS(R)
FINANCIAL CORP.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 23, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of
Synovus Financial Corp. ("Synovus") will be held in the South Hall of the
Columbus, Georgia Convention & Trade Center, on April 23, 1998, at 10:00 o'clock
A.M., E.T., for:
(1) The election of eight nominees as Class I directors of Synovus to
serve until the 2001 Annual Meeting of Shareholders; and
(2) The transaction of such other business as may properly come before the
Annual Meeting.
Information relating to the above matters is set forth in the accompanying
Proxy Statement.
Only shareholders of record at the close of business on February 12, 1998
will be entitled to notice of and to vote at the Annual Meeting.
/s/G. SANDERS GRIFFITH, III
G. SANDERS GRIFFITH, III
Secretary
Columbus, Georgia
March 13, 1998
WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE ANNUAL MEETING IN PERSON, PLEASE
VOTE, DATE AND SIGN THE ENCLOSED PROXY, COMPLETE AND SIGN THE CERTIFICATE OF
BENEFICIAL OWNER, AND RETURN THEM PROMPTLY IN THE ENCLOSED RETURN ENVELOPE,
WHICH DOES NOT REQUIRE ANY POSTAGE IF MAILED IN THE UNITED STATES.
SYNOVUS(R)
FINANCIAL CORP.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 23, 1998
I. INTRODUCTION
A. Purposes of Solicitation -- Terms of Proxies.
The Annual Meeting of the Shareholders ("Annual Meeting") of Synovus
Financial Corp. ("Synovus") will be held on April 23, 1998 for the purposes set
forth in the accompanying Notice of Annual Meeting of Shareholders and in this
Proxy Statement. The enclosed Proxy is solicited BY AND ON BEHALF OF SYNOVUS'
BOARD OF DIRECTORS in connection with such Annual Meeting, or any adjournment
thereof. The costs of the solicitation of Proxies by Synovus' Board of Directors
will be paid by Synovus. Forms of Proxies and Proxy Statements will also be
distributed through brokers, banks, nominees, custodians and other like parties
to the beneficial owners of shares of the $1.00 par value common stock of
Synovus ("Synovus Common Stock"), and Synovus will reimburse such parties for
their reasonable out-of-pocket expenses therefor. Synovus' mailing address is
Post Office Box 120, Columbus, Georgia 31902-0120.
The shares represented by the Proxy in the accompanying form, which when
properly executed, returned to Synovus' Board of Directors and not revoked, will
be voted in accordance with the instructions specified in such Proxy. If a
choice is not specified in a Proxy, the shares represented by such Proxy will be
voted "FOR" the election of the eight nominees for election as Class I directors
of Synovus named herein.
Each Proxy granted may be revoked in writing at any time before the
authority granted thereby is exercised. Attendance at the Annual Meeting will
constitute a revocation of the Proxy for such Annual Meeting if the maker
thereof elects to vote in person.
This Proxy Statement and the enclosed Proxy are being first mailed to
shareholders on or about March 13, 1998.
B. Shareholder Proposals.
From time to time, Synovus' shareholders may present proposals which may be
proper subjects for inclusion in Synovus' Proxy Statement for consideration at
Synovus' Annual Meeting. To be considered for inclusion, shareholder proposals
must be submitted on a timely basis. Proposals for Synovus' 1999 Annual Meeting
must be received by Synovus no later than November 13, 1998, and any such
proposals, as well as any questions related thereto, should be directed to
Secretary, Synovus Financial Corp., 901 Front Avenue, Suite 301, Columbus,
Georgia 31901.
C. Director Nominees or Other Business for Presentation at the Annual Meeting.
Shareholders who wish to present director nominations or other business at
the Annual Meeting are required to notify the Secretary of their intent at least
60 days but not more than 120 days before the meeting and the notice must
provide information as required in the bylaws. A copy of these bylaw
requirements will be provided upon request in writing to Secretary, Synovus
Financial Corp., 901 Front Avenue, Suite 301, Columbus, Georgia 31901. This
requirement does not affect the deadline for submitting shareholder proposals
for inclusion in the Proxy Statement nor does it preclude discussion by any
shareholder of any business properly brought before the Annual Meeting.
D. Securities Entitled to Vote and Record Date.
Only shareholders of record at the close of business on February 12, 1998
are entitled to vote at the Annual Meeting, or any adjournment thereof. As of
that date, there were 175,265,721 shares of Synovus Common Stock outstanding and
entitled to vote. Synovus owned 116,839 shares of Synovus Common Stock on
February 12, 1998 as treasury shares, which are not considered to be outstanding
and are not entitled to be voted at the Annual Meeting. In accordance with the
amendment to Synovus' Articles of Incorporation which was adopted by the
shareholders of Synovus and became effective on April 24, 1986 (the "Voting
Amendment"), a holder of Synovus Common Stock will be entitled to ten votes on
each matter submitted to a vote of shareholders for each share of Synovus Common
Stock beneficially owned on February 12, 1998 which: (1) has had the same
beneficial owner since February 12, 1994; (2) was acquired by reason of
participation in a dividend reinvestment plan offered by Synovus and is held by
the same beneficial owner for whom it was acquired under such plan; (3) is held
by the same beneficial owner to whom it was issued as a result of an acquisition
of a company or business by Synovus where the resolutions adopted by Synovus'
Board of Directors approving such issuance specifically reference and grant such
rights; (4) was acquired under any employee, officer and/or director benefit
plan maintained for one or more employees, officers and/or directors of Synovus
and/or its subsidiaries, and is held by the same beneficial owner for whom it
was acquired under any such plan; (5) is held by the same beneficial owner to
whom it was issued by Synovus, or to whom it was transferred by Synovus from
treasury shares, and the resolutions adopted by Synovus' Board of Directors
approving such issuance and/or transfer specifically reference and grant such
rights; (6) was acquired as a direct result of a stock split, stock dividend or
other type of share distribution if the share as to which it was distributed was
acquired prior to, and has been held by the same beneficial owner since,
February 12, 1994; (7) has been beneficially owned continuously by the same
shareholder for a period of 48 consecutive months prior to the record date of
any meeting of shareholders at which the share is eligible to be voted; or (8)
is owned by a holder who, in addition to shares which are beneficially owned
under the provisions of (1)-(7) above, is the beneficial owner of less than
759,375 shares of Synovus Common Stock (which amount has been appropriately
adjusted to reflect the three-for-two stock splits effected in the form of 50%
stock dividends paid on October 1, 1986, October 3, 1988, April 1, 1993, April
8, 1996 and April 8, 1997, respectively, and with such amount to be
appropriately adjusted to properly reflect any other change in Synovus Common
Stock by means of a stock split, a stock dividend, a recapitalization or
otherwise occurring after April 24, 1986). Shareholders of shares of Synovus
Common Stock not described above are entitled to one vote per share for each
such share. The actual voting power of each holder of shares of Synovus Common
Stock will be based on information possessed by Synovus at the time of the
Annual Meeting.
As Synovus Common Stock is registered with the Securities and Exchange
Commission ("SEC") and is traded on the New York Stock Exchange ("NYSE"),
Synovus Common Stock is subject to the provisions of an NYSE rule which, in
general, prohibits a company's common stock and equity securities from being
authorized or remaining authorized for trading on the NYSE if the company issues
securities or takes other corporate action that would have the effect of
nullifying, restricting or disparately reducing the voting rights of existing
shareholders of the company. However, such rule contains a "grandfather"
provision, under which Synovus' Voting Amendment falls, which, in general,
permits grandfathered disparate voting rights plans to continue to operate as
adopted.
The number of votes that each shareholder will be entitled to exercise at
the Annual Meeting will depend upon whether each share held by the shareholder
meets the requirements which entitle one share of Synovus Common Stock to ten
votes on each matter submitted to a vote of shareholders. Shareholders of
Synovus Common Stock must complete the Certification on the Proxy in order for
any of the shares represented by the Proxy to be entitled to ten votes per
share.
SHAREHOLDERS AND BENEFICIAL OWNERS WHO DO NOT COMPLETE THE CERTIFICATIONS ON
THEIR PROXY CARDS AND WHO WOULD, IF THEY HAD COMPLETED SUCH CERTIFICATIONS, BE
ENTITLED TO TEN VOTES PER SHARE, WILL BE ENTITLED TO ONLY ONE VOTE PER SHARE.
E. Columbus Bank and Trust Company and Total System Services, Inc.
Synovus is the owner of all of the issued and outstanding shares of voting
common stock of Columbus Bank and Trust Company(R)("Columbus Bank"). Columbus
Bank owns individually 80.7% of the outstanding shares of Total System Services,
Inc.(R) ("TSYS(R)"), a bankcard data processing company having 129,331,775
shares of $.10 par value voting common stock ("TSYS Common Stock") outstanding
on February 12, 1998.
II. ELECTION OF DIRECTORS
A. Information Concerning Directors and Nominees.
(1) Number and Classification of Directors.
In accordance with the vote of shareholders taken at Synovus' 1995 Annual
Meeting, the number of members of Synovus' Board of Directors was set at 20.
Synovus' Board of Directors is currently comprised of 19 members. Synovus has
one open directorship which was vacated by a Class III director. This vacant
directorship could be filled in the future at the discretion of Synovus' Board
of Directors. Any person appointed by Synovus' Board to fill the vacant Class
III directorship would serve the remainder of the Class III term, which expires
at the 2000 Annual Meeting. The 19 members who comprise Synovus' Board of
Directors are divided into three classes of directors: Class I directors, Class
II directors and Class III directors, with each of such Classes of directors
serving staggered 3-year terms. At Synovus' 1996 Annual Meeting, Class II
directors were elected to serve 3-year terms to expire at Synovus' 1999 Annual
Meeting and at Synovus' 1997 Annual Meeting, Class III directors were elected to
serve 3-year terms to expire at Synovus' 2000 Annual Meeting. The terms of
office of the Class I directors expire at Synovus' 1998 Annual Meeting. Given
the division of Synovus' Board of Directors into three classes, shareholders who
do not favor the policies of Synovus' Board of Directors would require at least
two Annual Meetings of Shareholders to replace a majority of the members of the
Board.
(2) Nominees for Class I Directors and Vote Required.
Synovus' Board of Directors has selected eight nominees which it proposes
for election to Synovus' Board as Class I directors. The nominees for Class I
directors of Synovus will be elected to serve 3-year terms that will expire at
Synovus' 2001 Annual Meeting. The eight nominees for Class I directors of
Synovus are: James H. Blanchard, Stephen L. Burts, Jr., C. Edward Floyd,
Gardiner W. Garrard, Jr., V. Nathaniel Hansford, H. Lynn Page, Robert V. Royall
and James D. Yancey. Proxies cannot be voted at the 1998 Annual Meeting for a
greater number of persons than the number of nominees named.
Under Georgia law, a majority of the issued and outstanding shares of
Synovus Common Stock entitled to vote must be represented at the 1998 Annual
Meeting to constitute a quorum. However, as is allowed by Georgia law, under
Synovus' bylaws and the Voting Amendment, a majority of the votes entitled to be
cast by the holders of all of the issued and outstanding shares of Synovus
Common Stock entitled to vote must be represented at the 1998 Annual Meeting in
order to constitute a quorum. Under both Georgia law and Synovus' bylaws, all
shares represented at the meeting, including shares abstaining and withholding
authority, are counted for purposes of determining whether a quorum exists. The
nominees for election as directors at the Annual Meeting who receive the
greatest number of votes (a plurality), a quorum being present, shall become
directors at the conclusion of the tabulation of votes. Thus, once a quorum has
been established, abstentions and broker non-votes have no effect upon the
election of directors. The shares represented by Proxies executed for Synovus'
1998 Annual Meeting in such manner as not to withhold authority to vote for the
election of any nominee for Synovus' Board of Directors shall be voted "FOR" the
election of the eight nominees for Class I directors on Synovus' Board named
herein.
If any nominee for Class I director of Synovus becomes unavailable for any
reason before Synovus' 1998 Annual Meeting, the shares represented by executed
Proxies may be voted for such substitute nominee as may be determined by the
holders of such Proxies. It is not anticipated that any nominee will be
unavailable for election.
SYNOVUS' BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE
EIGHT NOMINEES FOR ELECTION AS CLASS I DIRECTORS ON SYNOVUS' BOARD SET FORTH
HEREIN.
B. Information Concerning Directors and Nominees for Class I Directors.
(1) General Information.
The following table sets forth the name, age, principal occupation and
employment (which, except as noted, has been for the past five years) of each of
the eight nominees for election as Class I directors of Synovus and the
remaining directors who will continue to serve on Synovus' Board of Directors,
his or her director classification, length of service as a director of Synovus,
any family relationships with other directors or executive officers of Synovus,
and any Board of Directors of which he or she is a member with respect to any
company with a class of securities registered with the SEC pursuant to Section
12 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any
company which is subject to the requirements of Section 15(d) of that Act,
including TSYS, or any company registered with the SEC as an investment company
under the Investment Company Act of 1940 ("Public Company").
<TABLE>
<CAPTION>
Synovus Year
Director First Principal Occupation
Classifi- Elected and Other Directorships
Name Age cation Director of Public Companies
- ------------------------- ----- -------- ---------- -------------------------------------
<S> <C> <C> <C> <C>
Richard E. Anthony<F1> 51 II 1993 Vice Chairman of the Board,
Synovus Financial Corp.; Chairman
of the Board, First Commercial Bank
of Birmingham (Banking Subsidiary
of Synovus)
Joe E. Beverly 56 II 1983 Chairman of the Board, Commercial
Bank, Thomasville, Georgia
(Banking Subsidiary of Synovus);
Director; Flowers Industries, Inc.
James H. Blanchard<F2> 56 I 1972 Chairman of the Board and Chief
Executive Officer, Synovus Financial
Corp.; Chairman of the Executive
Committee, Total System Services,
Inc.; Director, BellSouth Corporation
Richard Y. Bradley<F3> 59 III 1991 Partner, Bradley & Hatcher (Law
Firm); Director, Total System
Services, Inc.
Stephen L. Burts, Jr.<F4> 45 I 1992 President, Synovus Financial Corp.
Walter M. Deriso, Jr.<F5> 51 II 1997 Vice Chairman of the Board,
Synovus Financial Corp.; Chairman
of the Board, Security Bank and
Trust Company, Albany, Georgia
(Banking Subsidiary of Synovus)
C. Edward Floyd, M.D. 63 I 1995 Vascular Surgeon
Gardiner W. Garrard, Jr. 57 I 1972 President, The Jordan Company
(Real Estate Development); Director,
Total System Services, Inc.
V. Nathaniel Hansford 54 I 1985 Professor and Dean Emeritus
--School of Law, University of
Alabama
John P. Illges, III 63 III 1997 Senior Vice President and Financial
Consultant, The Robinson-Humphrey
Company, Inc. (Stockbroker);
Director, Total System Services, Inc.
Mason H. Lampton 50 II 1993 Chairman of the Board and President,
The Hardaway Company (Construction Company);
Director, Total System Services, Inc.
Elizabeth C. Ogie<F6> 47 II 1993 Director, W.C. Bradley Co. (Metal
Manufacturer and Real Estate)
John T. Oliver, Jr.<F7> 68 II 1993 Vice Chairman of the Executive
Committee, Synovus Financial Corp.;
Chairman of the Board, First National
Bank of Jasper (Banking Subsidiary
of Synovus)
H. Lynn Page 57 I 1978 Vice Chairman of the Board (Retired)
and Director, Synovus Financial
Corp., Columbus Bank and Trust
Company and Total System Services,
Inc.
Robert V. Royall 63 I 1995 Chairman of the Board, The National
Bank of South Carolina (Banking
Subsidiary of Synovus); Director, Blue
Cross Blue Shield of South Carolina;
Secretary of Commerce, State of
South Carolina
Melvin T. Stith<F8> 51 II 1998 Dean, College of Business, Florida
State University; Director, Rexall Sundown,
Inc. and Correctional Services Corp.
William B. Turner<F6><F9> 75 III 1972 Chairman of the Executive
Committee, Columbus Bank and
Trust Company and Synovus
Financial Corp.; Advisory Director, W.
C. Bradley Co. (Metal Manufacturer
and Real Estate); Director,
Total System Services, Inc.
George C. Woodruff, Jr. 69 III 1972 Real Estate and Personal
Investments
James D. Yancey<F10> 56 I 1978 Vice Chairman of the Board, Synovus
Financial Corp. and Columbus Bank
and Trust Company; Director, Total
System Services, Inc. and Shoney's, Inc.
<FN>
- -------------
<F1> Richard E. Anthony was elected Vice Chairman of Synovus in September 1995.
Prior to 1995, Mr. Anthony served, and continues to serve, as President of
Synovus Financial Corp. of Alabama and Chairman of the Board of First
Commercial Bank of Birmingham, both of which companies are subsidiaries of
Synovus.
<F2> James H. Blanchard was elected Chairman of the Board of Synovus in April
1986. Prior to 1986, Mr. Blanchard served in various capacities with
Synovus, Columbus Bank and/or TSYS, including President of Synovus.
<F3> Richard Y. Bradley formed Bradley & Hatcher in September 1995. From 1991
until 1995, Mr. Bradley served as President of Bickerstaff Clay Products
Company, Inc.
<F4> Stephen L. Burts, Jr. was elected President of Synovus in March 1992. Prior
to 1992, Mr. Burts served in various capacities with Synovus and/or
Columbus Bank, including Executive Vice President and Treasurer.
<F5> Walter M. Deriso, Jr. was elected Vice Chairman of Synovus in January
1997. Prior to 1997, Mr. Deriso served as President of Security Bank and
Trust Company.
<F6> Elizabeth C. Ogie is William B. Turner's niece.
<F7> John T. Oliver, Jr. was elected Vice Chairman of the Executive Committee of
Synovus in September 1995. Prior to 1995, Mr. Oliver served, and continues
to serve, as Chairman of the Board of Synovus Financial Corp. of Alabama
and First National Bank of Jasper, both of which companies are subsidiaries
of Synovus.
<F8> Melvin T. Stith was elected as a director of Synovus effective January 1,
1998 by Synovus' Board of Directors to fill the unexpired term of a vacant
Class II board seat.
<F9> William B. Turner was elected Chairman of the Executive Committee of
Synovus in April 1986. Prior to 1986, Mr. Turner served in various
capacities with Synovus and/or Columbus Bank, including Chairman of the
Board of both Synovus and Columbus Bank.
<F10>James D. Yancey was elected Vice Chairman of the Board of Synovus in March
1992. Prior to 1992, Mr. Yancey served in various capacities with Synovus
and/or Columbus Bank, including Vice Chairman of the Board and President of
both Synovus and Columbus Bank.
</FN>
</TABLE>
(2) Synovus Common Stock Ownership of Directors and Management.
The following table sets forth, as of December 31, 1997, the number of
shares of Synovus Common Stock beneficially owned by each of Synovus' directors
and Synovus' five most highly compensated executive officers. To the best of
Synovus' knowledge, all shares of Synovus Common Stock beneficially owned by
such persons qualify for ten votes per share, subject to the completion by such
persons of the Certifications contained on their Proxy Cards. Information
relating to beneficial ownership of Synovus Common Stock is based upon
information furnished by each person or entity using "beneficial ownership"
concepts set forth in the rules of the SEC under Section 13(d) of the Exchange
Act.
<TABLE>
<CAPTION>
Shares of Shares of
Synovus Shares of Synovus
Common Synovus Common Percentage of
Stock Common Stock Stock Total Shares Outstanding
Beneficially Beneficially Beneficially of Synovus Shares of
Owned with Owned with Owned with Common Synovus
Sole Voting Shared Voting Sole Voting Stock Common Stock
and Invest- and Invest- but no Invest- Beneficially Beneficially
ment Power ment Power ment Power Owned as of Owned as of
Name as of 12/31/97 as of 12/31/97 as of 12/31/97 12/31/97 12/31/97
- ---------------------- ------------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Richard E. Anthony 353,043<F1> 133,130 20,293 506,466 .29%
Joe E. Beverly 329,812<F2> 3,037 25,786 358,635 .20
James H. Blanchard 1,210,708<F3> --- 219,217 1,429,925 .82
Richard Y. Bradley 12,520 84,330 --- 96,850 .06
Stephen L. Burts, Jr. 209,309<F4> 670 24,298 234,277 .13
Walter M. Deriso, Jr. 27,666<F5> 2,560 --- 30,226 .02
C. Edward Floyd, M.D. 729,104 96,847 --- 825,951 .47
Gardiner W. Garrard, Jr. 135,461 920,382 --- 1,055,843 .60
G. Sanders Griffith, III 113,240<F6> --- 59,779 173,018 .10
V. Nathaniel Hansford 134,783 220,761 --- 355,544 .20
John P. Illges, III 202,132 342,437<F7> --- 544,569 .31
Mason H. Lampton 51,286 193,473<F8> --- 244,759 .14
Elizabeth C. Ogie 24,495 20,338,006<F9><F10> --- 20,362,501 11.62
John T. Oliver, Jr. 617,636<F11> 61,953 32,652 712,241 .41
H. Lynn Page 560,546 7,677 --- 568,223 .32
Robert V. Royall 337,346<F12> 112,631 --- 449,977 .26
Melvin T. Stith 779 --- --- 779 .0004
William B. Turner 53,735 20,255,054<F10> --- 20,308,789 11.59
George C. Woodruff, Jr. 86,376 82,500<F13> --- 168,876 .10
James D. Yancey 762,078<F14> 41,118 39,630 842,826 .48
<FN>
- ---------------------------
<F1> Includes 107,354 shares of Synovus Common Stock with respect to which Mr.
Anthony has options to acquire.
<F2> Includes 44,060 shares of Synovus Common Stock with respect to which Mr.
Beverly has options to acquire.
<F3> Includes 176,993 shares of Synovus Common Stock with respect to which Mr.
Blanchard has options to acquire.
<F4> Includes 72,164 shares of Synovus Common Stock with respect to which Mr.
Burts has options to acquire.
<F5> Includes 6,750 shares of Synovus Common Stock with respect to which Mr.
Deriso has options to acquire.
<F6> Includes 61,649 shares of Synovus Common Stock with respect to which Mr.
Griffith has options to acquire.
<F7> Includes 41,778 shares of Synovus Common Stock held by a charitable
foundation of which Mr. Illges is trustee.
<F8> Includes 176,458 shares of Synovus Common Stock held in a trust for which
Mr. Lampton is not the trustee. Mr. Lampton disclaims beneficial ownership
of such shares.
<F9> Includes 80,799 shares of Synovus Common Stock held by a charitable
foundation of which Mrs. Ogie is a trustee.
<F10>Includes 1,712,137 shares of Synovus Common Stock held by a charitable
foundation of which Mrs. Ogie and Mr. Turner are among the trustees, and
18,529,705 shares of Synovus Common Stock beneficially owned by TB&C
Bancshares, Inc., of which Mrs. Ogie and Mr. Turner are officers, directors
and shareholders.
<F11>Includes 118,382 shares of Synovus Common Stock with respect to which Mr.
Oliver has options to acquire, and 68,140 shares of Synovus Common Stock
held by a charitable foundation of which Mr. Oliver is trustee.
<F12>Includes 139,454 shares of Synovus Common Stock with respect to which Mr.
Royall has options to acquire.
<F13>Includes 82,500 shares of Synovus Common Stock with respect to which Mr.
Woodruff is a trustee.
<F14>Includes 106,311 shares of Synovus Common Stock with respect to which Mr.
Yancey has options to acquire.
</FN>
</TABLE>
The following table sets forth information, as of December 31, 1997 with
respect to the beneficial ownership of Synovus Common Stock by all directors and
executive officers of Synovus as a group. To the best of Synovus' knowledge, all
shares of Synovus Common Stock beneficially owned by all directors and executive
officers of Synovus qualify for ten votes per share, subject to the completion
by such persons of the Certifications contained on the reverse sides of their
Proxy Cards.
<TABLE>
<CAPTION>
Percentage of
Shares of Outstanding Shares of
Synovus Common Stock Synovus Common Stock
Name of Beneficially Owned Beneficially Owned
Beneficial Owner as of 12/31/97 as of 12/31/97
- ----------------------- ------------------------ ----------------------------
<S> <C> <C>
All directors
and executive
officers of Synovus
as a group 29,155,300 16.56%
(includes
23 persons)
</TABLE>
For a detailed discussion of the beneficial ownership of TSYS Common Stock
by Synovus' named executive officers and directors and by all directors and
executive officers of Synovus as a group, see Section V(C) hereof captioned
"TSYS Common Stock Ownership of Directors and Management."
C. Board Committees and Attendance.
The business and affairs of Synovus are under the direction of Synovus'
Board of Directors. During 1997, Synovus' Board of Directors held six regular
meetings and one special meeting. During 1997, each of Synovus' incumbent
directors attended at least 75% of the aggregate meetings of Synovus' Board of
Directors and the Committees thereof on which he or she sat.
Synovus' Board of Directors has three principal committees -- an Audit
Committee, a Compensation Committee and an Executive Committee. There is no
Nominating Committee of Synovus' Board of Directors.
Audit Committee. The members of the Audit Committee of Synovus' Board of
Directors are: Gardiner W. Garrard, Jr., Chairman, John P. Illges, III and
George C. Woodruff, Jr. The primary functions engaged in by Synovus' Audit
Committee include: (i) annually recommending to Synovus' Board the independent
certified public accountants ("Independent Auditors") to be engaged by Synovus
for the next fiscal year; (ii) reviewing the plan and results of the annual
audit by Synovus' Independent Auditors; (iii) reviewing and approving the range
of management advisory services provided by Synovus' Independent Auditors; (iv)
reviewing Synovus' internal audit function and the adequacy of the internal
accounting control systems of Synovus and its subsidiaries; (v) reviewing the
results of regulatory examinations of Synovus and its subsidiaries; (vi)
periodically reviewing the financial statements of Synovus and the consolidated
financial statements of Synovus and its subsidiaries; and (vii) considering such
other matters with regard to the internal and independent audit of Synovus and
its subsidiaries as, in its discretion, it deems to be necessary or desirable,
periodically reporting to Synovus' Board as to the exercise of its duties and
responsibilities and, where appropriate, recommending matters in connection with
the audit function with respect to which Synovus' Board should consider taking
action. During 1997, Synovus' Audit Committee held three meetings.
Compensation Committee. The members of the Compensation Committee of
Synovus' Board of Directors are: Mason H. Lampton, Chairman, and V. Nathaniel
Hansford. The primary functions engaged in by Synovus' Compensation Committee
include: (i) evaluating the remuneration of senior management and board members
of Synovus and its subsidiaries and the compensation and fringe benefit plans in
which officers, employees and directors of Synovus and its subsidiaries are
eligible to participate; and (ii) recommending to Synovus' Board whether or not
it should modify, alter, amend, terminate or approve such remuneration,
compensation or fringe benefit plans. During 1997, Synovus' Compensation
Committee held four meetings.
Executive Committee. The members of Synovus' Executive Committee are:
William B. Turner, Chairman, James H. Blanchard, Gardiner W. Garrard, Jr.,
George C. Woodruff, Jr., James D. Yancey, John T. Oliver, Jr. and Richard Y.
Bradley. During the intervals between meetings of Synovus' Board of Directors,
Synovus' Executive Committee possesses and may exercise any and all the powers
of Synovus' Board of Directors in the management and direction of the business
and affairs of Synovus with respect to which specific direction has not been
previously given by Synovus' Board of Directors. During 1997, Synovus' Executive
Committee held four meetings.
D. Executive Officers.
The following table sets forth the name, age and position with Synovus of
each present executive officer of Synovus.
<TABLE>
<CAPTION>
Name Age Position with Synovus
- ----------------------- --- -------------------------------------------------
<S> <C> <C>
James H. Blanchard 56 Chairman of the Board and Chief Executive Officer
William B. Turner 75 Chairman of the Executive Committee
John T. Oliver, Jr. 68 Vice Chairman of the Executive Committee
James D. Yancey 56 Vice Chairman of the Board
Richard E. Anthony 51 Vice Chairman of the Board
Walter M. Deriso, Jr. 51 Vice Chairman of the Board
Stephen L. Burts, Jr. 45 President
G. Sanders Griffith, III 44 Senior Executive Vice President, General
Counsel and Secretary
Thomas J. Prescott 43 Executive Vice President and
Chief Financial Officer
Jay C. McClung 49 Executive Vice President, Credit Administration
Calvin Smyre 50 Executive Vice President, Corporate Affairs
</TABLE>
Synovus' executive officers serve at the pleasure of Synovus' Board of
Directors. All of the executive officers of Synovus are members of Synovus'
Board of Directors, except G. Sanders Griffith, III, Thomas J. Prescott, Jay C.
McClung and Calvin Smyre.
G. Sanders Griffith, III serves as Senior Executive Vice President, General
Counsel and Secretary of Synovus, positions he has held since October 1995. From
1988 until 1995, Mr. Griffith served in various capacities with Synovus,
including Executive Vice President, General Counsel and Secretary. Thomas J.
Prescott was elected Executive Vice President and Chief Financial Officer of
Synovus in December 1996. From 1987 until 1996, Mr. Prescott served in various
capacities with Synovus, including Executive Vice President and Treasurer. Jay
C. McClung was elected Executive Vice President of Synovus in January 1995. From
1986 until 1995, Mr. McClung served in various capacities with Columbus Bank,
including Senior Vice President. Calvin Smyre was elected Executive Vice
President of Synovus in November 1996. From 1976 until 1996, Mr. Smyre served in
various capacities with Columbus Bank and/or Synovus, including Senior Vice
President of Synovus.
III. EXECUTIVE COMPENSATION
(1) Summary Compensation Table.
The following table summarizes the cash and noncash compensation for each
of the last three fiscal years for the chief executive officer of Synovus and
for the other four most highly compensated executive officers of Synovus.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation Awards
-------------------------------------------------------- --------------------------------
Other Restricted Securities All
Annual Stock Underlying Other
Name and Compen- Award(s) Options/ Compen-
Principal Position Year Salary Bonus sation <F1> <F2> SARs sation <F3>
- --------------------- -------- ------------- ------------ ------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
James H. Blanchard 1997 $616,125 $462,094 $ -0- $ -0- 410,075 $298,654
Chairman of the 1996 589,375 442,031 2,000 350,622 196,481 322,527
Board and Chief 1995 475,000 356,250 2,000 454,664 130,987 240,351
Executive Officer
James D. Yancey 1997 445,000 442,000 2,000 -0- 349,755 235,573
Vice Chairman 1996 410,000 266,500 2,000 375,367 78,095 264,256
of the Board 1995 345,000 224,250 2,000 263,579 69,429 201,192
Stephen L. Burts, Jr. 1997 343,000 310,800 2,000 -0- 182,143 133,583
President 1996 328,000 196,800 2,000 231,008 48,059 130,106
1995 272,500 168,500 1,833 162,206 42,726 110,172
Richard E. Anthony 1997 310,000 282,000 2,000 -0- 52,245 109,977
Vice Chairman of the 1996 267,625 159,500 2,000 187,684 39,048 101,004
Board 1995<F4> -- -- -- -- -- --
G. Sanders Griffith, III 1997 268,000 242,850 -0- -0- 169,653 81,279
Senior Executive Vice 1996 256,250 153,750 -0- 180,459 37,545 82,742
President, General 1995 235,000 141,000 -0- 126,716 33,380 74,033
Counsel and Secretary
<FN>
- ---------------------
<F1> Amount for 1997 includes matching contributions under the Director Stock
Purchase Plan of $2,000 each for Messrs. Yancey, Burts and Anthony.
Perquisites and other personal benefits are excluded because the aggregate
amount does not exceed the lesser of $50,000 or 10% of annual salary and
bonus for the named executives.
<F2> Amount consists of market value of award on date of grant. As of December
31, 1997, Messrs. Blanchard, Yancey, Burts, Anthony and Griffith held
51,037, 39,630, 24,298, 20,293 and 19,559 restricted shares, respectively,
with a value of $1,671,462, $1,297,883, $795,760, $664,596 and $640,557,
respectively. On July 1, 1996, restricted stock was awarded in the amount
of 24,315, 26,031, 16,020, 13,016 and 12,515 shares to Messrs. Blanchard,
Yancey, Burts, Anthony and Griffith, respectively, with the following
vesting schedule: 20% on July 1, 1997; 20% on July 1, 1998; 20% on July 1,
1999; 20% on July 1, 2000; and 20% on July 1, 2001. On September 5, 1995,
restricted stock was awarded in the amount of 39,923, 23,144, 14,243,
11,573 and 11,127 shares to Messrs. Blanchard, Yancey, Burts, Anthony and
Griffith, respectively, with the following vesting schedule: 20% on
September 4, 1996; 20% on September 4, 1997; 20% on September 4, 1998; 20%
on September 4, 1999; and 20% on September 4, 2000. Dividends are paid on
all restricted shares.
<F3> The 1997 amount includes director fees of $57,600, $60,200, $31,004 and
$25,400 for Messrs. Blanchard, Yancey, Burts and Anthony, respectively, in
connection with their service as directors of Synovus and certain of its
subsidiaries; contributions or other allocations to defined contribution
plans of $28,624 for each executive; allocations pursuant to defined
contribution excess benefit agreements of $160,680, $98,663, $67,946,
$55,443 and $46,827 for each of Messrs. Blanchard, Yancey, Burts, Anthony
and Griffith, respectively; premiums paid for group term life insurance
coverage of $510 for each executive; the economic benefit of life insurance
coverage related to split-dollar life insurance policies of $1,625, $1,049,
$39 and $39 for each of Messrs. Blanchard, Yancey, Burts and Griffith,
respectively; and the dollar value of the benefit of premiums paid for
split-dollar life insurance policies (unrelated to term life insurance
coverage) projected on an actuarial basis of $49,615, $46,527, $5,460 and
$5,279 for each of Messrs. Blanchard, Yancey, Burts and Griffith,
respectively.
<F4> Disclosure is not required for 1995.
</FN>
</TABLE>
(2) Stock Option Exercises and Grants.
The following tables provide certain information regarding stock options
granted and exercised in the last fiscal year and the number and value of
unexercised options at the end of the fiscal year.
<TABLE>
<CAPTION>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
- -----------------------------------------------------------------------------------------
% of Total Potential
Options/ Realized Value at
SARs Exercise Assumed Annual Rates of
Options/ Granted to or Stock Price Appreciation
SARs Employees Base For Option Term<F1>
Granted in Fiscal Price Expiration ---------------------
Name (#) Year ($/Share) Date 5%($) 10% ($)
- ------------------------------ ------------ -------------- -------------- --------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
James H. Blanchard 160,075<F2> 7.56% $27.56 06/30/07 $2,106,587 $5,045,564
250,000<F3> 11.80 21.75 11/02/07 2,595,000 6,217,500
James D. Yancey 99,755<F2> 4.71 27.56 06/30/07 1,312,776 $3,144,278
250,000<F3> 11.80 21.75 11/02/07 2,595,000 6,217,500
Stephen L. Burts, Jr. 57,143<F2> 2.70 27.56 06/30/07 752,002 1,801,147
125,000<F3> 5.90 21.75 11/02/07 1,297,500 3,108,750
Richard E. Anthony 52,245<F2> 2.47 27.56 06/30/07 687,544 1,646,762
G. Sanders Griffith, III 44,653<F2> 2.11 27.56 06/30/07 587,633 1,407,463
125,000<F3> 5.90 21.75 11/02/07 1,297,500 3,108,750
- -----------
<FN>
<F1> The dollar gains under these columns result from calculations using the
identified growth rates and are not intended to forecast future price
appreciation of Synovus Common Stock.
<F2> Options granted on July 1, 1997 at fair market value to executives as part
of the Synovus 1994 Long-Term Incentive Plan. Options become exercisable on
July 1, 1999 and are transferable to family members.
<F3> Options granted on November 3, 1997 at fair market value to executives as
part of the Synovus 1994 Long-Term Incentive Plan, with the following
vesting schedule: 10% on November 3, 1998; 10% on November 3, 1999; 10% on
November 3, 2000; 10% on November 3, 2001; and 60% on November 3, 2002. The
options are transferable to family members.
</FN>
</TABLE>
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
Number of Securities Value of
Underlying Unexercised Unexercised In-the-Money
Shares Value Options/SARs at FY-End (#) Options/SARs at FY-End ($)<F1>
Acquired on Realized -------------------------- -------------------------------
Name Exercise (#) ($) <F1> Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------------ ------------ --------- --------------------------- -------------------------------
<S> <C> <C> <C> <C> <C> <C>
James H. Blanchard -0- $ -0- 176,993 / 606,556 $4,146,625/ $7,181,886
James D. Yancey -0- -0- 106,311 / 427,850 2,496,812/ 4,698,960
Stephen L. Burts, Jr. 7,763 146,542 72,164 / 230,202 1,747,533/ 2,552,351
Richard E. Anthony -0- -0- 107,354 / 91,293 2,653,480/ 986,771
G. Sanders Griffith, III 7,595 155,713 61,649 / 207,198 1,502,833/ 2,294,837
<FN>
- ----------
<F1> Market value of underlying securities at exercise or year-end, minus the
exercise or base price.
</FN>
</TABLE>
(3) Compensation of Directors.
Compensation. During 1997, each of Synovus' directors received a $15,000
annual retainer, and fees of $800 for each meeting of Synovus' Board of
Directors and each Executive Committee meeting they personnally attended.
Members of the Committees of Synovus' Board of Directors (other than the
Executive Committee) received fees of $500, with the Chairmen of such Committees
receiving fees of $750, for each Committee meeting they personally attended. In
addition, directors of Synovus received an $800 fee for each board meeting from
which their absence was excused and an $800 fee for one meeting without regard
to the reason for their absence.
Director Stock Purchase Plan. Synovus' Director Stock Purchase Plan
("DSPP") is a non-tax-qualified, contributory stock purchase plan pursuant to
which qualifying directors can purchase, with the assistance of contributions
from Synovus, presently issued and outstanding shares of Synovus Common Stock.
Under the terms of the DSPP, qualifying directors can elect to contribute up to
$1,000 per calendar quarter to make purchases of Synovus Common Stock, and
Synovus contributes an additional amount equal to 50% of the director's cash
contribution. Participants in the DSPP are fully vested in, and may request the
issuance to them of, all shares of Synovus Common Stock purchased for their
benefit thereunder.
Consulting Services. H. Lynn Page, a director and the former Vice Chairman
of the Board of Synovus, and Synovus are parties to a Consulting Agreement
pursuant to which Mr. Page was paid $24,000 by Synovus during 1997 for providing
consulting and advisory services to Synovus in connection with portfolio
management and potential opportunities for business expansion.
Joe E. Beverly, a director and the former Vice Chairman of the Board of
Synovus, and Synovus are parties to a Retirement Agreement pursuant to which Mr.
Beverly was paid $24,000 by Synovus during 1997 for providing consulting and
advisory services to Synovus relating to Synovus' affiliate banks.
(4) Employment Contracts and Change in Control Arrangements.
Blanchard Employment Agreement. On October 13, 1977, Synovus entered into
an Employment Agreement with James H. Blanchard ("Blanchard"), Chairman of the
Board of Synovus, whereunder Synovus paid Blanchard a salary of $616,125 during
1997. The base salary paid to Blanchard is determined by the Compensation
Committee of the Board of Directors of Synovus on an annual basis. The Blanchard
Employment Agreement provides that Synovus shall pay deferred compensation of
$468,000 to Blanchard or his beneficiaries over a 10 to 15 year period in the
event of Blanchard's death, total disability or termination of employment,
subject to certain conditions of forfeiture in the event Synovus terminates
Blanchard's employment "for cause" (as defined), in the event of his violation
of his 2-year Covenant Not to Compete, or in the event of his death by suicide.
The Blanchard Employment Agreement is automatically renewable annually and is
subject to termination on 30 days written notice.
Yancey Employment Agreement. On December 8, 1977, effective January 1,
1977, Synovus entered into an Employment Agreement with James D. Yancey
("Yancey"), Vice Chairman of the Board of Synovus and Columbus Bank, whereunder
Synovus paid Yancey a salary of $445,000 during 1997. The base salary paid to
Yancey is determined by the Compensation Committee of the Board of Directors of
Synovus on an annual basis. The Yancey Employment Agreement provides that
Synovus shall pay deferred compensation of $375,000 to Yancey or his
beneficiaries over a 10 to 15 year period in the event of the death, total
disability or termination of employment of Yancey, subject to certain conditions
of forfeiture in the event Synovus terminates Yancey's employment "for cause"
(as defined), in the event of his violation of his 2-year Covenant Not to
Compete, or in the event of his death by suicide. The Yancey Employment
Agreement is automatically renewable annually and is subject to termination on
30 days written notice.
Long-Term Incentive Plans. Messrs. Blanchard, Yancey, Burts, Anthony and
Griffith each hold shares of restricted stock of Synovus and options to purchase
stock of Synovus which were issued pursuant to the Synovus Financial Corp. 1992
and 1994 Long-Term Incentive Plans. Under the terms of the Synovus Financial
Corp. 1992 and 1994 Long-Term Incentive Plans, in the event of a change in
control of Synovus, the vesting of any stock options, stock appreciation and
other similar rights, restricted stock and performance awards will be
accelerated so that all awards not previously exercisable and vested will become
fully exercisable and vested.
Change of Control Agreements. Effective January 1, 1996, Synovus entered
into Change of Control Agreements ("Agreements") with Messrs. Blanchard, Yancey,
Burts, Anthony and Griffith and certain other executive officers. The Change of
Control Agreements provide severance pay and continuation of certain benefits in
the event of a Change of Control. In order to receive benefits under the
Agreements, the executive's employment must be terminated involuntarily, without
cause, whether actual or "constructive" within one year following a Change of
Control or the executive may voluntarily or involuntarily terminate employment
during the thirteenth month following a Change of Control. Generally, a "Change
of Control" is deemed to occur in any of the following circumstances: (1) the
acquisition by any person of 20% or more of the "beneficial ownership" of
Synovus' outstanding voting stock, with certain exceptions for Turner family
members; (2) the persons serving as directors of Synovus as of January 1, 1996
and those replacements or additions subsequently approved by a two-thirds (2/3)
vote of the Board ceasing to comprise at least two-thirds (2/3) of the Board;
(3) a merger, consolidation, reorganization or sale of Synovus' assets unless
(a) the previous beneficial owners of Synovus own more than two-thirds (2/3) of
the new company, (b) no person owns more than 20% of the new company, and (c)
two-thirds (2/3) of the new company's Board were members of the incumbent Board
which approved the business combination; or (4) a "triggering event" occurs as
defined in the Synovus Rights Agreement.
Under the Agreements, severance pay would equal three times current base
salary and bonus, with bonus being defined as the average of the previous three
years measured as a percentage of base salary multiplied by current base salary.
Medical, life, disability and other welfare benefits will be provided at the
expense of Synovus for three years with the level of coverage being determined
by the amount elected by the executive during the open enrollment period
immediately preceding the Change of Control. Executives would also receive a
short-year bonus for the year of separation based on the greater of a half
year's maximum bonus or pro rata maximum bonus to the date of termination and a
cash amount in lieu of a long-term incentive award for the year of separation.
If the executive has already received a long-term incentive award in the
separation year, the amount would equal 1.5 times the market grant and if the
executive has not, the amount would equal 2.5 times the market grant.
Executives who are impacted by the Internal Revenue Service excise tax that
applies to certain change of control agreements would receive additional gross
up payments so that they are in the same position as if there were no excise
tax. The Agreements do not provide for retirement benefits or perquisites.
Notwithstanding anything to the contrary set forth in any of Synovus'
previous filings under the Securities Act of 1933, as amended, or the Exchange
Act that might incorporate future filings, including this Proxy Statement, in
whole or in part, the following Performance Graph and Compensation Committee
Report on Executive Compensation shall not be incorporated by reference into any
such filings.
(5) Stock Performance Graph.
The following graph compares the yearly percentage change in cumulative
shareholder return on Synovus Common Stock with the cumulative total return of
the Standard & Poor's 500 Index and the Keefe, Bruyette & Woods 50 Bank Index
for the last five fiscal years (assuming a $100 investment on December 31, 1992
and reinvestment of all dividends).
[Omitted Stock Performance Graph is represented by the following table.]
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
SYNOVUS FINANCIAL CORP., S&P 500 AND KBW 50 BANK INDEX
1992 1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C> <C>
SNV $100 $123 $123 $198 $340 $528
S&P 500 $100 $110 $112 $153 $189 $252
KBW 50 $100 $106 $100 $160 $227 $332
</TABLE>
(6) Compensation Committee Report on Executive Compensation.
The Compensation Committee (the "Committee") of the Board of Directors of
Synovus is responsible for evaluating the remuneration of senior management and
board members of Synovus and its subsidiaries and the compensation and fringe
benefit plans in which officers, employees and directors of Synovus and its
subsidiaries are eligible to participate. Because Synovus' mission is to create
superior shareholder value by retaining and attracting well-trained and
highly-motivated people who deliver the very best quality customer service, the
Committee's executive compensation policies are designed to attract and retain
highly-motivated and well-trained executives in order to create superior
shareholder value.
Elements of Executive Compensation. The four elements of executive
compensation at Synovus are:
o Base Salary
o Annual Bonus
o Long-Term Incentives
o Other Benefits
The Committee believes that a substantial portion, though not a majority,
of an executive's compensation should be "at-risk" based upon Synovus'
short-term performance (through the annual bonus and the Synovus/TSYS Profit
Sharing Plan and the Synovus/TSYS 401(k) Savings Plan) and long-term performance
(through long-term incentives including stock options and restricted stock
awards). The remainder of each executive's compensation is primarily based upon
the competitive practices of a select group of approximately 18 banks that had
similar "market value added" as Synovus during the previous ten years ("similar
companies"). "Market value added," or "MVA," as used by the Committee in this
context, equals stock price increase during the ten-year period, plus dividends
for the ten-year period, minus increases to paid-in capital during such period.
This subtraction eliminates value added through acquisitions. The Committee
believes the MVA approach accurately reflects Synovus' competitors and
represents the most appropriate market data for the compensation of Synovus
executives. The companies used for comparison under the "MVA" approach are not
the same companies included in the peer group index appearing in the Stock
Performance Graph above.
A description of each element of executive compensation and the factors and
criteria used by the Committee in determining these elements is discussed below:
Base Salary. Base salary is an executive's annual rate of pay without
regard to any other elements of compensation. The primary consideration in
determining an executive's base salary is a market comparison of the base
salaries at similar companies for similar positions based upon the executive's
level of responsibility and experience. Base salaries are targeted at the median
level of the similar companies used in the comparison. In addition to market
comparisons, individual performance (measured by the quality of Synovus'
strategic plan, the executive's management responsibilities and development, and
the executive's industry and civic involvement) is also considered in
determining an executive's base salary, although these factors do not weigh
heavily in determining base salary. Based solely upon market comparisons, the
Committee increased Mr. Blanchard's base salary in 1997. The Committee also
increased the base salaries of Synovus' other executive officers in 1997 based
solely upon market comparisons.
Annual Bonus. Annual bonuses are awarded pursuant to the terms of Synovus'
Executive Bonus Plan and Synovus' Incentive Bonus Plan (collectively the
"plans"). The Committee has the discretion from year-to-year to select
participants in the Executive Bonus Plan, which was approved by the shareholders
of Synovus in 1996. For 1997, the Committee selected Mr. Blanchard and Mr.
Yancey to participate in the Executive Bonus Plan, while the Committee selected
Messrs. Burts, Anthony and Griffith to participate in the Incentive Bonus Plan.
Under the terms of the plans, bonus amounts are paid as a percentage of base pay
based on the achievement of previously established performance goals. The
performance measures for such goals may be chosen by the Committee from among
the following for Synovus, any of its business segments and/or any of its
business units: (i) return on assets; (ii) net income; (iii) operating income;
(iv) nonperforming assets and/or loans as a percentage of total assets and/or
loans; (v) return on capital compared to cost of capital; (vi) earnings per
share and/or earnings per share growth; (vii) return on equity; (viii)
noninterest expense as a percentage of total expense; (ix) loan charge-offs as a
percentage of total loans; (x) productivity and expense control; (xi) number of
cardholder, merchant and/or other customer accounts processed and/or converted
by TSYS; (xii) successful negotiation or renewal of contracts with new and/or
existing customers by TSYS; (xiii) stock price; and (xiv) asset growth. For Mr.
Blanchard and Synovus' other executive officers, the Committee established a
payout matrix based upon the attainment of net income targets during 1997. The
maximum percentage payouts under the plans for 1997 were 75% for Mr. Blanchard,
65% for Mr. Yancey and 60% for Messrs. Burts, Anthony and Griffith. Synovus'
financial performance and individual performance, separate from the performance
goals established at the beginning of the year, can reduce bonus awards
determined by the attainment of the established goals, although this was not the
case for any of Synovus' executive officers. The Committee did, however,
establish a special provision that would double the bonus otherwise payable to
Messrs. Yancey, Burts, Anthony and Griffith based on the attainment of
productivity goals associated with the establishment of the "new bank" at
Synovus. Because the maximum net income target for 1997 under the plans was
exceeded and the overall financial results of Synovus were favorable, Mr.
Blanchard and Synovus' other executive officers were awarded the maximum bonus
amount for which each executive was eligible under the plans' regular payout
matrix. Although the Committee determined that significant progress had been
made toward the establishment of "new bank" goals, the Committee elected to pay
eligible executives one-half of the maximum payout with respect to the "new
bank" goals, and extended the time frame for accomplishing the remaining goals
and payouts until the end of 1998.
Long-Term Incentives. The two types of long-term incentives awarded to
executives to date are stock options and restricted stock awards. Restricted
stock awards are designed to focus executives on the long-term performance of
Synovus. Stock options provide executives with the opportunity to buy and
maintain an equity interest in Synovus and to share in the appreciation of the
value of Synovus Common Stock. Executives are encouraged to hold the shares
received upon the lapse of restrictions on restricted stock awards and upon the
exercise of stock options, linking their interests to those of Synovus'
shareholders. In 1994, the Committee established a payout matrix for future
long-term incentive grants that uses total shareholder return as measured by
Synovus' performance (stock price increases plus dividends) and how Synovus'
total shareholder return compares to the return of the peer group of companies
appearing in the Stock Performance Graph above. For the long-term incentive
awards made in 1997, total shareholder return and peer comparisons were measured
during the 1994 to 1996 performance period. Applying the results of the 1994 to
1996 performance period to the payout matrix, during 1997 the Committee granted
Messrs. Blanchard, Yancey, Burts, Anthony and Griffith stock options of 160,075,
99,755, 57,143, 52,245 and 44,653 shares, respectively. In addition, the
Committee also made a retention grant of Synovus stock options to Messrs.
Blanchard, Yancey, Burts and Griffith of 250,000, 250,000, 125,000 and 125,000
shares, respectively. The Committee made these retention grants because the
Committee believed the retention of these key executives, who have
responsibility for both Synovus and TSYS, was critical for the continued growth
of Synovus and TSYS over the next several years.
Benefits. Benefits offered to executives serve a different purpose than the
other elements of total compensation. In general, these benefits provide either
retirement income or protection against catastrophic events such as illness,
disability and death. Executives generally receive the same benefits offered to
the general employee population, with the only exceptions designed to promote
tax efficiency or to replace other benefits lost due to regulatory limits. The
Synovus/TSYS Profit Sharing Plan and the Synovus/TSYS 401(k) Savings Plan,
including an excess benefit arrangement designed to replace benefits lost due to
regulatory limits (collectively the "Plan"), is the largest component of
Synovus' benefits package for executives. The Plan is directly related to
corporate performance because the amount of contributions to the Plan (to a
maximum of 14% of an executive's compensation) is a function of Synovus'
profitability. For 1997, Mr. Blanchard and Synovus' other executive officers
received a Plan contribution of 10.9% of their compensation based upon the
profitability formula under the Plan. The remaining benefits provided to
executives are primarily based upon the competitive practices of similar
companies.
In 1993, the Internal Revenue Code of 1986, as amended (the "Code"), was
amended to limit the deductibility for federal income tax purposes of annual
compensation paid by a publicly held corporation to its chief executive officer
and four other highest paid executives for amounts greater than $1 million
unless certain conditions are met. Because the Committee seeks to maximize
shareholder value, the Committee has taken steps to ensure the deductibility of
compensation in excess of $1 million. For 1997, Messrs. Blanchard and Yancey
would have been affected by this provision but for the steps taken by the
Committee. The Committee reserves the ability to make awards which do not
qualify for full deductibility under Section 162(m) of the Code, however, if the
Committee determines that the benefits of so doing outweigh full deductibility.
The Committee believes that the executive compensation policies serve the
best interests of the shareholders and of Synovus. A substantial portion of the
compensation of Synovus' executives is directly related to and commensurate with
Synovus' performance. The Committee believes that the performance of Synovus to
date validates the Committee's compensation philosophy.
Mason H. Lampton
V. Nathaniel Hansford
(7) Compensation Committee Interlocks and Insider Participation.
Gardiner W. Garrard, Jr., Mason H. Lampton and V. Nathaniel Hansford served
as members of Synovus' Compensation Committee during 1997. No member of the
Committee is a current or former officer of Synvous or its subsidiaries.
Gardiner W. Garrard, Jr. is President of The Jordan Company. TSYS leases
from The Jordan Company approximately 10,000 square feet of office space in
Columbus, Georgia for $5,900 per month, which lease expires on September 30,
1999. The lease was made on substantially the same terms as those prevailing at
the time for leases of comparable property between unrelated third parties.
Gardiner W. Garrard, Jr., a director of TSYS, Columbus Bank and Synovus, is an
officer, director and shareholder of The Jordan Company. Richard M. Olnick, the
brother-in-law of Gardiner W. Garrard, Jr. and a director of Columbus Bank, is
an officer, director and shareholder of The Jordan Company.
Mason H. Lampton is Chairman of the Board and President of The Hardaway
Company. James H. Blanchard, Chairman of the Board of Synovus, served on the
Board of Directors of The Hardaway Company during 1997.
(8) Transactions with Management.
During 1997, the subsidiary banks of Synovus had outstanding loans directly
to or indirectly accruing to the benefit of certain of the then directors and
executive officers of Synovus, and their related interests. These loans were
made in the ordinary course of business and were made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with others. In the opinion of Synovus' management,
such loans do not involve more than normal risks of collectibility or present
other unfavorable features. In the future, the subsidiary banks of Synovus
expect to have banking transactions in the ordinary course of business with
Synovus' directors, executive officers and their related interests.
During 1997, Synovus and its wholly owned subsidiaries and TSYS paid to
Communicorp, Inc. an aggregate of $517,563 and $535,342, respectively. These
payments were made in the ordinary course of business on substantially the same
terms as those prevailing at the time for comparable transactions with unrelated
third parties, and were primarily for various printing and business
communication services provided by Communicorp, Inc. to Synovus and its
wholly owned subsidiaries and TSYS. Communicorp, Inc. is a wholly owned
subsidiary of AFLAC Incorporated. Daniel P. Amos, a director of Synovus and
Columbus Bank during 1997, is Chief Executive Officer and a director of AFLAC
Incorporated.
During 1997, Synovus and its subsidiaries, including Columbus Bank, paid to
W.C. Bradley Co. an aggregate of $5,182, which payments were primarily for
printing services and marketing materials provided by W.C. Bradley Co. These
payments were made in the ordinary course of business on substantially the same
terms as those prevailing at the time for comparable transactions with unrelated
third parties. Synovus' wholly owned subsidiary, Synovus Service Corp., and TSYS
lease various properties in Columbus, Georgia from W.C. Bradley Co. for office
space and storage. The rent paid for the space in 1997 by Synovus Service Corp.,
which is approximately 35,400 square feet, is approximately $88,300. The rent
paid for the space in 1997 by TSYS, which is approximately 71,915 square feet,
is approximately $718,236. The lease agreements were made on substantially the
same terms as those prevailing at the time for comparable leases for similar
facilities with an unrelated third party in Columbus, Georgia.
During 1997, Columbus Bank and W.C. Bradley Co. were equal partners in B&C
Company, a Georgia general partnership formed to acquire, own and operate
aircraft for their mutual benefit and the benefit of their affiliated
corporations and their employees. Columbus Bank and W.C. Bradley Co. each agreed
to remit to B&C Company fixed fees for each hour they flew the aircraft owned
and/or leased by B&C Company, plus certain other amounts for engine startup and
reserves and other items, and agreed to fly such aircraft for a fixed number of
hours each per year. For use of such aircraft during 1997, Columbus Bank paid to
B&C Company an aggregate sum of $1,058,044. This amount represents the charges
incurred by Columbus Bank and its affiliated corporations for use of B&C Company
aircraft, and includes $853,515 for TSYS' use of such aircraft, for which
Columbus Bank was reimbursed by TSYS.
TB&C Bancshares, Inc. is a principal shareholder of Synovus. TB&C
Bancshares, Inc. is a "family bank holding company" organized by William B.
Turner, and his sisters, Sarah T. Butler and Elizabeth T. Corn. TB&C Bancshares,
Inc. is a party to a lease agreement pursuant to which it leases voting and
certain other rights in a total of 8,874,564 shares of Synovus Common Stock held
in trust by Synovus Trust Company, a subsidiary of Columbus Bank, as Trustee of
three trusts for the benefit of Mr. Turner, Mrs. Butler and Mrs. Corn and their
respective descendants. During 1997, TB&C Bancshares, Inc. paid Synovus Trust
Company, as Trustee, $523,008 pursuant to the terms of the lease agreement,
which amount represents the fair market value of the voting rights as determined
by an independent appraiser. William B. Turner, Chairman of the Executive
Committee of Synovus and Columbus Bank and a director of TSYS, is an advisory
director and shareholder of W.C. Bradley Co. and is an officer, director and
shareholder of TB&C Bancshares, Inc. James H. Blanchard, Chairman of the Board
of Synovus, Chairman of the Executive Committee of TSYS and a director of
Columbus Bank, is a director of W.C. Bradley Co. Elizabeth C. Ogie, the niece of
William B. Turner, is a director of W.C. Bradley Co., Columbus Bank and Synovus
and is an officer, director and shareholder of TB&C Bancshares, Inc. W. Walter
Miller, Jr., the brother-in-law of Elizabeth C. Ogie, is a director of W.C.
Bradley Co. and Senior Vice President and a director of TSYS. Stephen T. Butler,
the nephew of William B. Turner, is an officer and director of W.C. Bradley Co.,
an officer, director and shareholder of TB&C Bancshares, Inc. and is a director
of Columbus Bank. Samuel M. Wellborn, III, Chairman of the Board of Columbus
Bank, is a director of W.C. Bradley Co. W.B. Turner, Jr., the son of William B.
Turner, is an officer and director of W.C. Bradley Co., an officer, director and
shareholder of TB&C Bancshares, Inc. and a director of Columbus Bank. John T.
Turner, the son of William B. Turner, is an officer and director of W.C. Bradley
Co., a shareholder of TB&C Bancshares, Inc. and a director of Columbus Bank.
Sarah T. Butler and Elizabeth T. Corn, the sisters of William B. Turner, are
shareholders of W.C. Bradley Co., are officers, directors and shareholders of
TB&C Bancshares, Inc. and may be deemed to be principal shareholders of Synovus
as a result of their relationship with TB&C Bancshares, Inc.
Bradley & Hatcher, a law firm located in Columbus, Georgia, was paid
$55,000 by Synovus Trust Company and $77,144 by TSYS for the performance of
legal services on their behalf during 1997. Richard Y. Bradley, a director of
Synovus, Columbus Bank and TSYS, is a partner of Bradley & Hatcher.
For information about transactions with companies that are affiliates of
Gardiner W. Garrard, Jr., a director of Synovus, See Section III (7) hereof
captioned "Compensation Committee Interlocks and Insider Participation."
IV. PRINCIPAL SHAREHOLDERS
The following table sets forth the number of shares of Synovus Common Stock
held by the only known holders of more than 5% of the outstanding shares of
Synovus Common Stock.
<TABLE>
<CAPTION>
Percentage of
Shares of Outstanding Shares of
Synovus Common Stock Synovus Common Stock
Name and Address Beneficially Owned Beneficially Owned
Beneficial Owner as of 12/31/97 as of 12/31/97
- ----------------------- ------------------------- ---------------------------
<S> <C> <C>
Synovus Trust Company 24,736,502<F1> 14.10%
1148 Broadway
Columbus, Georgia 31901
TB&C Bancshares, Inc.<F2> 18,529,705 10.58
1017 Front Avenue
Columbus, Georgia 31901
William B. Turner<F2> 20,308,789<F3><F4> 11.59
P.O. Box 120
Columbus, Georgia 31902
Sarah T. Butler<F2> 20,345,238<F3><F5> 11.61
P.O. Box 120
Columbus, Georgia 31902
Elizabeth T. Corn<F2> 20,604,928<F3><F6> 11.76
P.O. Box 120
Columbus, Georgia 31902
W.B. Turner, Jr.<F2> 20,274,302<F3><F7> 11.57
P.O. Box 120
Columbus, Georgia 31902
Stephen T. Butler<F2> 20,299,310<F3><F8> 11.59
P.O. Box 120
Columbus, Georgia 31902
Elizabeth C. Ogie<F2> 20,362,501<F3><F9> 11.62
P.O. Box 120
Columbus, Georgia 31902
<FN>
- -----------------------------------
<F1> As of December 31, 1997, the banking and trust company subsidiaries of
Synovus, including Columbus Bank through its wholly owned subsidiary
Synovus Trust Company ("Synovus Trust"), held in various fiduciary
capacities a total of 25,464,996 shares of Synovus Common Stock as to
which they possessed sole or shared voting or investment power. Of this
total, Synovus Trust held 14,942,432 shares as to which it possessed sole
investment power, 14,572,334 shares as to which it possessed sole voting
power, 631,989 shares as to which it possessed shared voting power and
9,694,351 shares as to which it possessed shared investment power. The
other banking subsidiaries of Synovus held 728,494 shares as to which they
possessed sole voting or investment power and no shares as to which
they possessed shared voting or investment power. In addition, as of
December 31, 1997, Synovus Trust and the banking subsidiaries of Synovus
held in various agency capacities an additional 14,728,128 shares of
Synovus Common Stock as to which they possessed no voting or investment
power. Of this additional amount as to which no voting or investment power
was possessed, Synovus Trust and the banking subsidiaries of Synovus held
14,619,057 and 109,071 shares, respectively. Synovus and its subsidiaries
disclaim beneficial ownership of all shares of Synovus Common Stock which
are held by them in various fiduciary and agency capacities.
<F2> TB&C Bancshares, Inc. ("TB&C") is a "family bank holding company" organized
by William B. Turner (the Chairman of Synovus' Executive Committee) and his
sisters, Sarah T. Butler and Elizabeth T. Corn. The six directors of TB&C,
Mr. Turner, Mmes. Butler and Corn, Elizabeth C. Ogie (the daughter of Mrs.
Corn), Stephen T. Butler (the son of Mrs. Butler), and William B. Turner,
Jr. (the son of Mr. Turner), are each construed to be the beneficial owners
of the 18,529,705 shares of Synovus Common Stock beneficially owned by
TB&C. As TB&C owns 10.58% of the outstanding shares of Synovus Common
Stock, TB&C is registered as a bank holding company. To the best of
Synovus' knowledge, the shares of Synovus Common Stock beneficially owned
by TB&C qualify for ten votes per share, subject to the completion by TB&C
of the Certification contained on its Proxy Card.
<F3> Includes 9,655,141 shares of Synovus Common Stock individually owned by
TB&C; 1,712,137 shares held by a charitable foundation of which each of the
directors of TB&C is a trustee; in the case of Mrs. Corn and Mrs. Ogie,
80,799 shares of Synovus Common Stock held by a charitable foundation of
which Mrs. Corn and Mrs. Ogie are trustees; and 8,874,564 shares of Synovus
Common Stock beneficially owned by TB&C pursuant to a lease agreement
between TB&C and Synovus Trust as Trustee of three trusts for the benefit
of Mr. Turner, Mrs. Butler and Mrs. Corn and their respective descendants.
Pursuant to the agreement, TB&C leases from Synovus Trust as Trustee of
such trusts voting and certain other rights with respect to the shares of
Synovus Common Stock held in such trusts.
<F4> In addition to the shares of Synovus Common Stock described in footnote 3
above, Mr. Turner possessed sole voting and investment power with respect
to 53,735 shares and shared voting or investment power with respect to
13,212 shares of Synovus Common Stock.
<F5> In addition to the shares of Synovus Common Stock described in footnote 3
above, Mrs. Butler possessed sole voting and investment power with respect
to 43,620 shares and shared voting or investment power with respect to
59,776 shares of Synovus Common Stock.
<F6> In addition to the shares of Synovus Common Stock described in footnote 3
above, Mrs. Corn possessed sole voting and investment power with respect to
4,153 shares and shared voting or investment power with respect to 278,134
shares of Synovus Common Stock.
<F7> In addition to the shares of Synovus Common Stock described in footnote 3
above, Mr. Turner possessed sole voting and investment power with respect
to 22,988 shares and shared voting or investment power with respect to
9,472 shares of Synovus Common Stock.
<F8> In addition to the shares of Synovus Common Stock described in footnote 3
above, Mr. Butler possesssed sole voting and investment power with respect
to 54,172 shares and shared voting or investment power with respect to
3,296 shares of Synovus Common Stock.
<F9> In addition to the shares of Synovus Common Stock described in footnote 3
above, Mrs. Ogie possessed sole voting and investment power with respect to
24,495 shares and shared voting or investment power with respect to 15,365
shares of Synovus Common Stock.
</FN>
</TABLE>
V. RELATIONSHIPS BETWEEN SYNOVUS, COLUMBUS BANK, TSYS AND CERTAIN OF
SYNOVUS' SUBSIDIARIES AND AFFILIATES
A. Beneficial Ownership of TSYS Common Stock by Columbus Bank.
The following table sets forth, as of December 31, 1997, the number of
shares of TSYS Common Stock beneficially owned by Columbus Bank, the only known
beneficial owner of more than 5% of the issued and outstanding shares of TSYS
Common Stock.
<TABLE>
<CAPTION>
Percentage of
Shares of Outstanding Shares of
TSYS Common Stock TSYS Common Stock
Name and Address Beneficially Owned Beneficially Owned
Beneficial Owner as of 12/31/97 as of 12/31/97
- ----------------------- ------------------------ ------------------------
<S> <C> <C>
Columbus Bank
and Trust Company 104,401,292<F1><F2> 80.7%
1148 Broadway
Columbus, Georgia 31901
<FN>
- -----------------
<F1> Columbus Bank individually owns these shares.
<F2> As of December 31, 1997, Synovus Trust held in various fiduciary capacities
a total of 1,012,449 shares (.78%) of TSYS Common Stock. Of this total,
Synovus Trust held 753,739 shares as to which it possessed sole voting
power, 743,962 shares as to which it possessed sole investment power,
207,410 shares as to which it possessed shared voting power and 210,510
shares as to which it possessed shared investment power. In addition, as of
December 31, 1997, Synovus Trust held in various agency capacities an
additional 1,310,790 shares of TSYS Common Stock as to which it possessed
no voting or investment power. Synovus and Synovus Trust disclaim
beneficial ownership of all shares of TSYS Common Stock which are held by
Synovus Trust in various fiduciary and agency capacities.
</FN>
</TABLE>
Columbus Bank, by virtue of its ownership of 104,401,292 shares, or 80.7%
of the outstanding shares of TSYS Common Stock on December 31, 1997, presently
controls TSYS. Synovus presently controls Columbus Bank.
B. Interlocking Directorates of Synovus, Columbus Bank and TSYS.
Seven of the members of and nominees to serve on Synovus' Board of
Directors also serve as members of the Boards of Directors of TSYS and Columbus
Bank. They are James H. Blanchard, Richard Y. Bradley, Gardiner W. Garrard, Jr.,
John P. Illges, III, H. Lynn Page, William B. Turner and James D. Yancey. George
C. Woodruff, Jr. and Elizabeth C. Ogie serve as members of the Board of
Directors of Columbus Bank, but do not serve as members of the Board of
Directors of TSYS. Mason H. Lampton serves on the Board of Directors of TSYS and
as an Advisory Director of Columbus Bank.
C. TSYS Common Stock Ownership of Directors and Management.
The following table sets forth, as of December 31, 1997, the number of
shares of TSYS Common Stock beneficially owned by each of Synovus' directors and
Synovus' five most highly compensated executive officers.
<TABLE>
<CAPTION>
Shares of TSYS Shares of TSYS Percentage of
Common Stock Common Stock Total Outstanding
Beneficially Beneficially Shares Shares of
Owned with Owned with of TSYS TSYS Common
Sole Voting Shared Voting Common Stock Stock
and Investment and Investment Beneficially Beneficially
Power as of Power as of Owned as of Owned as of
Name 12/31/97 12/31/97 12/31/97 12/31/97
- --------------------------- ------------------- --------------------- ------------------- -------------
<S> <C> <C> <C> <C>
Richard E. Anthony ----- ----- ----- ---%
Joe E. Beverly ----- ----- ----- ---
James H. Blanchard 520,800 240,320 761,120 .59
Richard Y. Bradley 14,007 ----- 14,007 .01
Stephen L. Burts,Jr. ----- ----- ----- ---
Walter M. Deriso, Jr. 2,553 2,553 5,106 .004
C. Edward Floyd, M.D. ----- ----- ----- ---
Gardiner W. Garrard, Jr. 6,262 ----- 6,262 .005
G. Sanders Griffith, III 12,948<F1> ----- 12,948 .01
V. Nathaniel Hansford ----- 1,000 1,000 .001
John P. Illges, III 68,053 54,500 122,553 .09
Mason H. Lampton 17,613 78,643<F2> 96,256 .07
Elizabeth C. Ogie 6,800 25,080<F3> 31,880 .02
John T. Oliver, Jr. ----- ----- ----- ---
H. Lynn Page 375,071 101,614 476,685 .37
Robert V. Royall 44,300 ----- 44,300 .03
Melvin T. Stith ----- ----- ----- ---
William B. Turner 103,493 384,000 487,493 .38
George C. Woodruff, Jr. 76,206 ----- 76,206 .06
James D. Yancey 529,596 16,000 545,596 .42
<FN>
- --------------
<F1> Includes 11,156 shares of TSYS Common Stock with respect to which Mr.
Griffith has no investment power.
<F2> Includes 19,200 shares of TSYS Common Stock held in a trust for which Mr.
Lampton is not the trustee. Mr. Lampton disclaims beneficial ownership of such
shares.
<F3>Includes 23,560 shares of TSYS Common Stock held by a charitable foundation
of which Mrs. Ogie is a trustee.
</FN>
</TABLE>
The following table sets forth information, as of December 31, 1997, with
respect to the beneficial ownership of TSYS Common Stock by all directors and
executive officers of Synovus as a group.
<TABLE>
<CAPTION>
Percentage of
Shares of Outstanding Shares of
TSYS Common Stock TSYS Common Stock
Name of Beneficially Owned Beneficially Owned
Beneficial Owner as of 12/31/97 as of 12/31/97
- ------------------------------ ----------------------- ----------------------
<S> <C> <C>
All directors
and executive
officers of Synovus as a
group 2,683,950 2.08%
(includes 23 persons)
</TABLE>
D. Transactions and Agreements Between Synovus, Columbus Bank, TSYS and
Certain of Synovus' Subsidiaries.
During 1997, Columbus Bank and 29 of Synovus' other banking subsidiaries
received bankcard data processing services from TSYS. The bankcard data
processing agreement between Columbus Bank and TSYS can be terminated by
Columbus Bank upon 60 days prior written notice to TSYS or terminated by TSYS
upon 180 days prior written notice to Columbus Bank. During 1997, TSYS derived
$2,609,762 in revenues from Columbus Bank and 29 of Synovus' other banking
subsidiaries from the performance of bankcard data processing services and
$148,036 in revenues from Synovus and its subsidiaries from the performance of
other data processing services. TSYS' charges to Columbus Bank and Synovus'
other banking subsidiaries for bankcard and other data processing services are
comparable to, and are determined on the same basis as, charges by TSYS to
similarly situated unrelated third parties.
Synovus Service Corp. ("SSC"), a wholly owned subsidiary of Synovus,
provides various services to Synovus' subsidiary companies, including TSYS. TSYS
and SSC are parties to Lease Agreements pursuant to which SSC leased from TSYS
office space for lease payments aggregating $26,169 during 1997 and TSYS leased
from SSC office space for lease payments aggregating $31,274 during 1997. The
terms of these transactions are comparable to those which could have been
obtained in transactions with unaffiliated third parties.
Synovus and TSYS and SSC and TSYS are parties to Management Agreements
(having one year, automatically renewable, unless terminated, terms), pursuant
to which Synovus and SSC provide certain management services to TSYS. During
1997, these services included human resource services, maintenance services,
security services, communication services, corporate education services, travel
services, investor relations services, corporate governance services, legal
services, regulatory and statutory compliance services, executive management
services performed on behalf of TSYS by certain of Synovus' officers and
financial services. As compensation for management services provided during
1997, TSYS paid Synovus and SSC management fees of $1,216,089 and $9,232,001,
respectively. Management fees are subject to future adjustments based upon
charges at the time by unrelated third parties for comparable services.
During 1997, Synovus Trust Company served as trustee of various employee
benefit plans of TSYS. During 1997, TSYS paid Synovus Trust Company trustee's
fees under these plans of $187,115.
During 1997, Columbus Depot Equipment Company ("CDEC"), a wholly owned
subsidiary of TSYS, and Columbus Bank and 26 of Synovus' other subsidiaries were
parties to Lease Agreements pursuant to which Columbus Bank and 26 of Synovus'
other subsidiaries leased from CDEC computer related equipment for bankcard and
bank data processing services for lease payments aggregating $97,037. During
1997, CDEC sold Columbus Bank and certain of Synovus' other subsidiaries
computer related equipment for bankcard and bank data processing services for
payments aggregating $18,224. In addition, CDEC was paid $2,100 by Columbus
Bank and certain of Synovus' other subsidiaries for monitoring such equipment.
The terms, conditions, rental rates and/or sales prices provided for in these
Agreements are comparable to corresponding terms, conditions and rates provided
for in leases and sales of similar equipment offered by unrelated third parties.
During 1997, Synovus Data Corp., a wholly owned subsidiary of Synovus, paid
TSYS $224,154 for data links, network services and other miscellaneous items
related to the data processing services which Synovus Data Corp. provides to its
customers, which amount was reimbursed to Synovus Data Corp. by its customers.
During 1997, Synovus Data Corp. paid TSYS $24,900 primarily for computer
processing services. During 1997, TSYS and Synovus Data Corp. were parties to a
Lease Agreement pursuant to which TSYS leased from Synovus Data Corp. portions
of its office building for lease payments aggregating $240,000. The charges for
processing and other services, and the terms of the Lease Agreement, are
comparable to those between unrelated third parties.
During 1997, TSYS and Columbus Bank were parties to Lease Agreements
pursuant to which Columbus Bank leased from TSYS portions of its maintenance and
warehouse facilities for lease payments aggregating $11,628. During 1997, TSYS
and Columbus Bank were also parties to a Lease Agreement pursuant to which TSYS
leased office space from Columbus Bank for lease payments of $4,483 per month.
The terms, conditions and rental rates provided for in these Lease Agreements
are comparable to corresponding terms, conditions and rates provided for in
leases of similar facilities offered by unrelated third parties in the Columbus,
Georgia area.
During 1997, Synovus, Columbus Bank and other Synovus subsidiaries paid to
Columbus Productions, Inc. and TSYS Total Solutions, Inc., wholly owned
subsidiaries of TSYS, an aggregate of $1,000,403 for printing and correspondence
services. The charges for these services are comparable to those between
unrelated third parties.
During 1997, TSYS and its subsidiaries were paid $2,075,315 of interest by
Columbus Bank in connection with deposit accounts with, and commercial paper
purchased from, Columbus Bank. During 1997, a subsidiary of TSYS paid Columbus
Bank $123,420 of interest in connection with a loan from Columbus Bank. These
interest rates are comparable to those in transactions between unrelated third
parties.
TSYS has entered into an agreement with Columbus Bank with respect to the
use of aircraft owned or leased by B&C Company, a Georgia general partnership in
which Columbus Bank and W.C. Bradley Co. were equal partners during 1997. TSYS
paid Columbus Bank $853,515 for its use of the B&C Company aircraft during 1997.
The charges payable by TSYS to Columbus Bank in connection with its use of this
aircraft approximate charges available to unrelated third parties in the State
of Georgia for use of comparable aircraft for commercial purposes.
VI. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires Synovus' officers and directors,
and persons who own more than ten percent of Synovus Common Stock, to file
reports of ownership and changes in ownership on Forms 3,4 and 5 with the SEC
and the New York Stock Exchange. Officers, directors and greater than ten
percent shareholders are required by SEC regulations to furnish Synovus with
copies of all Section 16(a) forms they file.
To Synovus' knowledge, based solely on its review of the copies of such
forms received by it, and written representations from certain reporting persons
that no Forms 5 were required for those persons, Synovus believes that during
the fiscal year ended December 31, 1997 all Section 16(a) filing requirements
applicable to its officers, directors, and greater than ten percent beneficial
owners were complied with, except that Mr. Griffith and Mr. Prescott each
reported one transaction late on an amended Form 4.
VII. INDEPENDENT AUDITORS
On March 2, 1998, Synovus' Board of Directors appointed KPMG Peat Marwick
LLP, Certified Public Accountants, as the independent auditors to audit the
consolidated financial statements of Synovus and its subsidiaries for the fiscal
year ending December 31, 1998. The Board of Directors knows of no direct or
material indirect financial interest by KPMG Peat Marwick LLP in Synovus or any
of its subsidiaries, or of any connection between KPMG Peat Marwick LLP and
Synovus or any of its subsidiaries, in any capacity as promoter, underwriter,
voting trustee, director, officer, shareholder or employee.
Representatives of KPMG Peat Marwick LLP, Certified Public Accountants,
will be present at Synovus' 1998 Annual Meeting with the opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions.
VIII. FINANCIAL INFORMATION WITH REFERENCE TO SYNOVUS AND ITS SUBSIDIARIES
CONTAINED IN SYNOVUS' 1997 ANNUAL REPORT
Detailed financial information for Synovus and its subsidiaries for their
1997 fiscal year is included in Synovus' 1997 Annual Report that is being mailed
to Synovus' shareholders together with this Proxy Statement.
IX. OTHER MATTERS
As of the time of the preparation of this Proxy Statement, Synovus' Board
of Directors has not been informed of any matters to be presented by or on
behalf of Synovus' Board of Directors or its management for action at Synovus'
1998 Annual Meeting which are not referred to herein. If any other matters come
before the Annual Meeting or any adjournment thereof, it is the intention of the
persons named in the accompanying Proxy to vote thereon in accordance with their
best judgment.
Synovus' shareholders are urged to vote, date and sign the enclosed Proxy
solicited on behalf of Synovus' Board of Directors and return it at once in the
envelope which is enclosed for that purpose. This should be done whether or not
the shareholder plans to attend Synovus' 1998 Annual Meeting.
By Order of the Board of Directors
/s/JAMES H. BLANCHARD
JAMES H. BLANCHARD
Chairman of the Board, Synovus Financial Corp.
Columbus, Georgia
March 13, 1998
[X] PLEASE MARK VOTES AS
IN THIS EXAMPLE
PROXY CERTIFICATE OF BENEFICIAL OWNER
THE BOARD OF DIRECTORS RECOMMENDS INSTRUCTIONS:Please provide the required
A VOTE FOR THE PROPOSAL LISTED BELOW information. THIS CERTIFICATE MUST BE
SIGNED TO BE VALID. If you do not com-
To elect Class I Directors of Synovus. plete and sign this Certificate of Bene-
ficial Owner, your shares covered by the
Nominees: proxy to the left will be voted on the
With- For all basis of one vote per share.
For hold Except Yes No
[ ] [ ] [ ] A. Are you the beneficial owner, [ ] [ ]
in all capacities, of more than
James H. Blanchard, Stephen L. 759,375 shares of Synovus Common
Burts, Jr., C. Edward Floyd, Stock?
Gardiner W. Garrard, Jr., If you answered "No" to Question A,
V. Nathaniel Hansford, H. Lynn do not answer B or C. Your shares
Page, Robert V. Royall and respresented by the Proxy to the left
James D. Yancey are entitled to ten votes per share.
INSTRUCTION: To withhold Yes No
authority to vote for any B. If your answer to question A [ ] [ ]
individual nominee for Class was "Yes", have you acquired
I director of Synovus, mark more than 759,375 shares of
the "For All Except" box and Synovus Common Stock since
strike a line through that February 12, 1994 (including
nominee's name in the list shares received as a stock dividend)?
above. If you answered "No" to Question B,
do not answer Question C. Your shares
RECORD DATE SHARES: represented by the Proxy to the left
are entitled to ten votes per share.
C. If you answered "Yes" to Question B,
please describe the date and nature
of your acquisition of all shares of
Synvous Common Stock you have
acquired since February 12, 1994
(including shares acquired as a
result of a stock dividend). Your re-
sponse to Question C will determine
which, if any, of the shares repre-
sented by the Proxy will be entitled
to ten votes per share.
________________________________________
________________________________________
________________________________________
To the best of my knowledge and belief,
the information provided herein is true
and correct. I understand that the Board
of Directors of Synovus Financial Corp.
may require me to provide additional
information or evidence to document my
beneficial ownership of these shares and
I agree to provide such evidence if so
requested.
Please be sure to sign and [Date ]
date this Proxy [Date ]
Shareholder Shareholder
sign here Co-owner sign here sign here Co-owner sign here
DETATCH CARD DETATCH CARD
SYNOVUS FINANCIAL CORP.
IN ADDITION TO VOTING AND SIGNING THE ABOVE PROXY, YOU
MUST ALSO COMPLETE AND SIGN THE ABOVE CERTIFICATION TO
BE ENTITLED TO TEN VOTES PER SHARE.
SYNOVUS FINANCIAL CORP.
Post Office Box 120, Columbus, Georgia 31902-0120
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 23, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
By signing on the reverse side, I hereby appoint Thomas J. Prescott and B. Scott
McGlaun as Proxies, each with full power of substitution, and hereby authorize
them to represent and to vote as designated below all the shares of common stock
of Synovus Financial Corp. ("Synovus") held on record by me or with respect to
which I am entitled to vote on February 12, 1998 at the Annual Meeting of
Shareholders to be held on April 23, 1998 or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN ACCORDANCE WITH ANY
INSTRUCTION INDICATED HEREIN. IF NO INDICATION IS MADE, IT WILL BE VOTED IN
FAVOR OF THE PROPOSAL LISTED HEREIN.
The Board of Directors is not aware of any matters likely to be presented for
action at the Annual Meeting of Shareholders other than the matter listed
herein. However, if any other matters are properly brought before the Annual
Meeting, the persons named in this Proxy or their substitutes will vote upon
such other matters in accordance with their best judgement. This Proxy is
revocable at any time prior to its use.
By signing on the reverse side, I acknowledge receipt of NOTICE of said ANNUAL
MEETING and said PROXY STATEMENT and hereby revoke all Proxies heretofore given
by me for said ANNUAL MEETING.
IN ADDITION TO VOTING AND SIGNING THE PROXY, YOU MUST ALSO COMPLETE AND SIGN THE
CERTIFICATION TO BE ENTITLED TO TEN VOTES PER SHARE.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Please sign exactly as your name appears on this Proxy. When shares are held by
joint tenants, both must sign. When signing in a fiduciary or representative
capacity, give your full title as such. If a corporation, please sign in full
corporate name by an authorized officer. If a partnership, please sign in full
partnership name by an authorized person.
