UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
Total System Services, Inc.
(Name of Issuer)
$.10 Par Value Common Stock
(Title of Class of Securities)
891906-10-9
(CUSIP Number)
Check the following box if a fee is being paid with this statement |_| . (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 8 pages
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13G
CUSIP No. 891906-10-9
- --------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Columbus Bank and Trust Company, as parent holding company and in
various fiduciary capacities, and Synovus Financial Corp. as parent
holding company of Columbus Bank and Trust Company.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
Number of 5 SOLE VOTING POWER
Shares 104,401,292 - Beneficial ownership recognized
Benefi- 753,739 - Beneficial ownership disclaimed; Held as fiduciary
cially
Owned By
Each
Reporting
Person With
6 SHARED VOTING POWER
207,410 - Beneficial ownership disclaimed; Held as fiduciary
7 SOLE DISPOSITIVE POWER
104,401,292 - Beneficial ownership recognized
743,962 - Beneficial ownership disclaimed; Held as fiduciary
8 SHARED DISPOSITIVE POWER
210,510 - Beneficial ownership disclaimed; Held as fiduciary
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(Includes Beneficial Ownership disclaimed)
105,413,741
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
81.5%
(Calculated excluding from outstanding shares all shares owned by
Issuer as Treasury shares)
12 TYPE OF REPORTING PERSON
BK and HC
Page 2 of 8
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Page 3 of 8
SCHEDULE 13G UNDER THE SECURITIES
EXCHANGE ACT OF 1934
Check the following box if a fee is being paid with this statement. [ ]
1. (a) Name of Issuer: Total System Services, Inc.
(b) Address of Issuer's Principal Executive Offices:
1200 Sixth Avenue
Columbus, Georgia 31901
2. (a) & (b) Name and Principal Business Office of Person Filing:
Synovus Financial Corp., One Arsenal Place, 901 Front Avenue,
Suite 301
Columbus, Georgia 31901
Columbus Bank and Trust Company, 1148 Broadway
Columbus, Georgia 31901
(c) Citizenship: Columbus Bank and Trust Company, Synovus
Financial Corp., and Total System Services, Inc. are Georgia
corporations, with Columbus Bank and Trust Company being a
Georgia banking corporation, and Synovus Financial Corp. and
Total System Services, Inc. being Georgia business
corporations.
(d) Title of class of securities: $.10 par
value common stock.
(e) CUSIP No. 891906-10-9
3. Check whether person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [X] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the
Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment. Advisers Act of 1940
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Page 4 of 8
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement
Income Security Act of 1974 or Endowment Fund; see
ss. 240.13d-1(b)(1)(ii)(F)
(g) [X] Parent Holding Company, in accordance with ss.
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(H)
4. Ownership:
(a) Amount beneficially owned (Includes shares as to which
beneficial ownership is disclaimed).
December 31, 1997 105,413,741
(b) Percent of Class: 81.5% (Calculated excluding from outstanding
shares all shares owned by the Issuer as treasury shares).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
104,401,292 - Beneficial ownership recognized
753,739 - Beneficial ownership disclaimed; held as
fiduciary
(ii) Shared power to vote or to direct the vote
207,410 - Beneficial ownership disclaimed; held as
fiduciary
(iii) Sole power to dispose or to direct the disposition of
104,401,292 - Beneficial ownership recognized
743,962 - Beneficial ownership disclaimed; held as
fiduciary
(iv) Shared power to dispose or to direct the disposition
of 210,510 - Beneficial ownership disclaimed; held as
fiduciary
For an additional discussion on this item, see Exhibits "A" and "B"
attached hereto.
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Page 5 of 8
5. Ownership of Five Percent or Less of a Class.
Not Applicable
6. Ownership of More than Five Percent on Behalf of Another Person.
SEE EXHIBIT "B"
7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
SEE EXHIBIT "B"
8. Identification and Classification of Members of the Group.
Not Applicable
9. Notice of Dissolution of Group.
Not Applicable
10. Certification. By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection with
or as a participant in any transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
COLUMBUS BANK AND TRUST
COMPANY
By: /s/James D. Yancey
James D. Yancey
Vice Chairman
Date: February 4, 1998
SYNOVUS FINANCIAL CORP.
By: /s/G. Sanders Griffith, III
G. Sanders Griffith, III
Senior Executive Vice President
Date: February 4, 1998
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Page 6 of 8
EXHIBIT "A"
In addition to the securities identified in the response to Item 4, as
of December 31, 1997, the banking and trust company subsidiaries of Synovus
Financial Corp. and the trust company subsidiary of Columbus Bank and Trust
Company possessed neither sole nor shared voting or investment power in
connection with 1,310,790 shares of the class of securities which is the subject
of this report, which were held in various agency, custody, safekeeping or asset
management capacities, or with brokers, for various agency, custody, safekeeping
or asset management customers. Such securities are not included in the response
to such item in this report. However, appropriate disclosures, such as that
currently at hand, by "footnote" or otherwise, will be included in all future
reports to identify the volume of such securities held in agency, custody,
safekeeping, asset management or other capacities in which they possess neither
sole or shared voting or investment power.
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Page 7 of 8
EXHIBIT "B"
As of December 31, 1997, Columbus Bank and Trust Company, the parent
holding company of the issuer, as well as a banking subsidiary of Synovus
Financial Corp. and a signatory party hereto, possessed the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of 80.7% of the class of the securities which is the subject of this report,
equal to 104,401,292 shares, of which the beneficial ownership is recognized. In
addition, 1,012,449 shares of the class of securities which is the subject of
this report are held by Synovus Trust Company, the wholly-owned trust company
subsidiary of Columbus Bank and Trust Company, of which the beneficial ownership
is disclaimed, as set forth below. None of the other subsidiaries of any of the
signatory parties hereto have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the class of
securities which is the subject of this report, as of December 31, 1997. None of
such subsidiaries, individually or in the aggregate, possesses such right or
power relating to more than five percent of the class of the securities which is
the subject of this report.
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Page 8 of 8
Held by Columbus Bank and Trust Company and its wholly-owned trust
company subsidiary, Synovus Trust Company, as of December 31, 1997.
<TABLE>
<CAPTION>
Sole Shared Sole Power Shared Power
Voting Power Voting Power To Dispose To Dispose
- ------------ ------------ ----------------- ------------
<S> <C> <C> <C>
104,401,292<F1> 207,410<F2> 104,401,292<F1> 210,510<F2>
753,739<F2> 743,962<F2>
<FN>
<F1>Columbus Bank and Trust Company is the registered owner and possesses sole
voting and investment power with respect to 104,401,292 shares of the class of
the securities which is the subject of this report, the beneficial ownership of
which is recognized.
<F2>As of December 31, 1997, Synovus Trust Company, the wholly-owned trust
company subsidiary of Columbus Bank and Trust Company, held in various fiduciary
capacities 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, of the class of the securities which is the
subject of this report, the beneficial ownership of which is disclaimed.
</FN>
</TABLE>
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