As filed with the Securities and Exchange Commission on October 1, 1999
Registration No. 333 -____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SYNOVUS FINANCIAL CORP.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-1134883
------- -------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
901 Front Avenue
Suite 301, Columbus, Georgia 31901
(706) 649-2387
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Kathleen Moates
Senior Vice President and Deputy General Counsel
Synovus Financial Corp.
901 Front Avenue
Suite 202
Columbus, Georgia 31901
(706) 649-4818
--------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is registering additional securities pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Title of Proposed Proposed
each class Amount maximum maximum Amount of
of securities to be to be offering aggregate registration
registered registered price per share offering price fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value 2,339,623<F1> $17.63<F2> $41,247,553<F2> $11,467<F2>
Common Stock Rights 2,339,623 <F3> <F3> <F3>
<FN>
<F1> If, prior to the completion of the distribution of the Common Stock
covered by this registration statement, additional shares of Common
Stock are issued or issuable as a result of a stock split or stock
dividend, this registration statement shall be deemed to cover such
additional shares resulting from the stock split or stock dividend
pursuant to Rule 416 of the Securities Act of 1933.
<F2> Determined pursuant to Rule 457(c) under the Securities Act of 1933
solely for the purpose of calculating the registration fee and
represents the average of the high and low prices of the Common Stock
of Synovus Financial Corp. on the New York Stock Exchange on September
29, 1999.
<F3> The Common Stock Rights are attached to and trade with the Common Stock
of Synovus Financial Corp. The value, if any, attributable to the
Rights is reflected in the market price of the Common Stock of Synovus
Financial Corp.
</FN>
</TABLE>
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
P R O S P E C T U S
2,339,623 Shares
SYNOVUS FINANCIAL CORP.
Common Stock
--------------------
Certain shareholders of Synovus Financial Corp. are offering 2,339,623
shares of Synovus common stock for sale under this prospectus. These
shareholders are referred to as selling shareholders. We will not receive any
proceeds from the sale of these shares.
The selling shareholders acquired their shares of Synovus common stock from
us on September 30, 1999 when Wallace & de Mayo, Inc., a company that the
selling shareholders owned, merged with a subsidiary of Synovus.
The selling shareholders may offer their Synovus common stock through
public or private transactions, on or off the United States exchanges at either
prevailing market prices or privately negotiated prices.
The Synovus common stock is listed on the New York Stock Exchange under the
trading symbol "SNV." On September 30, 1999, the closing price of one share
of Synovus common stock on the New York Stock Exchange was $18.69.
Our principal executive offices are located at One Arsenal Place, 901 Front
Avenue, Suite 301, Columbus, Georgia 31091 and our telephone number is (706)
649-2387.
--------------------
Neither the Securities and Exchange Commission, nor any State securities
commission, has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
--------------------
The date of this prospectus is __________, 1999.
1
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's Website at http://www.sec.gov. Reports, proxy statements and
other information should also be available for inspection at the offices of the
NYSE.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until this offering is completed:
(1) Annual Report on Form 10-K for the year ended December 31, 1998;
(2) Quarterly Reports on Form 10-Q for the periods ended March 31, 1999
and June 30, 1999;
(3) Current Reports on Form 8-K dated February 26, 1999, March 15,
1999, April 27, 1999 and September 30, 1999;
(4) The description of Synovus common stock contained in Synovus'
Registration Statement on Form 8-A filed with the SEC on
August 21, 1989; and
(5) The description of the shareholder rights plan of Synovus
contained in Synovus' Registration Statment on Form 8-A filed
with the SEC on April 28, 1999.
You may request a copy of any of these filings, at no cost, by writing or
telephoning us at the following address:
Director of Investor Relations
Synovus Financial Corp.
901 Front Avenue, Suite 201
Columbus, Georgia 31901
(706) 649-5220
This prospectus is part of a registration statement we filed with the SEC
(Registration No. 333-__________). You should rely only on the information
incorporated by reference or provided in this prospectus or any supplement. We
have authorized no one to provide you with different information. The selling
shareholders will not make an offer of their shares of Synovus common stock in
any state where the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.
2
THE COMPANY
Synovus is a multi-financial services company organized under the laws of
the state of Georgia. Synovus common stock is traded on the New York Stock
Exchange under the trading symbol "SNV." Synovus has 38 banks serving
communities throughout Georgia, Alabama, Florida and South Carolina. Synovus
owns 80.8% of Total System Services, Inc., an information technology processor
of credit, debit, commercial and private label cards. The stock of Total System
Services, Inc. is traded on the New York Stock Exchange under the trading symbol
"TSS." Synovus also has other non-banking subsidiaries that provide support
services and specialized financial services including trust services, brokerage
services and mortgage banking services. The principal executive offices of
Synovus are located at 901 Front Avenue, Suite 301, Columbus, Georgia 31901 and
Synovus' telephone number is (706) 649-2387.
FORWARD - LOOKING INFORMATION
Certain statements included or incorporated by reference in this prospectus
are "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, and are subject to the safe harbor provisions of those
Acts. When used in this prospectus or in information incorporated by reference
herein, the words "believes," "expects," "anticipates," "estimates" or
"intends," and similar expressions, are intended to identify forward-looking
statements. These forward-looking statements involve a number of risks and
uncertainties that could cause actual results to differ materially from those
expressed or reflected in such statements. Important factors which may affect
our future results and could cause those results to differ materially from the
results expressed or reflected in the forward-looking statements are identified
from time to time in our reports and other filings with the Securities and
Exchange Commission.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares of Synovus common
stock by the selling shareholders.
SELLING SHAREHOLDERS
On September 30, 1999, we acquired Wallace & de Mayo, Inc. by means of a
merger of Wallace & de Mayo, Inc. and a subsidiary of Synovus. The selling
shareholders were shareholders of Wallace & de Mayo, Inc. at the time of the
merger and received their shares of Synovus common stock as part of the purchase
price we paid for Wallace & de Mayo, Inc. in the merger. In connection with this
acquisition, we also agreed to register the shares of Synovus common stock
received by the former Wallace & de Mayo, Inc. shareholders so that they may
resell their shares of Synovus common stock if they so desire. The registration
of these shares does not necessarily mean that a particular selling shareholder
will sell his shares of Synovus common stock.
The following table sets forth information with respect to the selling
shareholders and the shares beneficially owned by them as of September 30, 1999,
that they may offer pursuant to this
3
prospectus.
<TABLE>
<CAPTION>
Shares of Common Shares of Common Percentage of Common
Stock Beneficially Shares of Common Stock Beneficially Stock Beneficially
Selling Owned Prior to the Stock Owned Upon Owned Upon
Shareholders Offering<F1> Offered Hereby Completion of Offering Completion of Offering
- -------------------- ---------------------- ------------------ ---------------------- ----------------------
<S> <C> <C> <C> <C>
Richard T. de Mayo 1,575 1,169,812 1,575 *
Douglas W. Wallace -0- 1,169,811 -0- *
-------- ---------- --------
Totals 1,575 2,339,623 1,575 *
- ------------
*Less than one percent
<FN>
<F1> Beneficial ownership has been determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934.
</FN>
</TABLE>
Except as noted above, neither of the selling shareholders has, or within
the past three years has had, any position, office or other material
relationship with Synovus or any of affiliates.
PLAN OF DISTRIBUTION
The selling shareholders and their donees, pledgees and other
successors-in-interest may offer their shares of Synovus common stock at various
times in one or more of the following transactions:
. on any of the United States securities exchanges where our stock is listed,
including the New York Stock Exchange;
. in the over-the-counter market;
. in privately negotiated transactions;
. in connection with short sales of shares of Synovus common
stock;
. by pledge to secure debts and other obligations;
. in connection with the writing of non-traded and exchange-traded
call options, in hedge transactions and in settlement of other transactions
in standardized or over-the-counter options; or
. in a combination of any of the above transactions.
The selling shareholders may sell their shares of Synovus common stock at
any of the following prices:
. at market prices prevailing at the time of sale;
. at prices related to such prevailing market prices;
. at negotiated prices; or
. at fixed prices.
The selling shareholders may use broker-dealers to sell their shares of
Synovus common stock. If this happens, broker-dealers may either receive
discounts or commissions from the selling shareholders, or they may receive
commissions from purchasers of shares of Synovus common
4
stock for whom they acted as agents.
The selling shareholders and the broker-dealers they use to sell their
shares of Synovus common stock may be deemed to be "underwriters" under the
Securities Act of 1933 and any commission the broker-dealers receive and any
profits they may make in resale of shares of Synovus common stock while acting
as principals may be deemed "underwriting discounts or commissions" under that
Act. If the broker-dealers purchase shares of Synovus common stock from the
selling shareholders for their own accounts as principals, they may make a
profit by reselling the shares of Synovus common stock.
We will pay substantially all of the expenses incident to the registration
of the shares of Synovus common stock including all costs incident to the
offering and sale of the shares by the selling shareholders to the public other
than any commissions and discounts of underwriters, dealers or agents and any
transfer taxes. Synovus has agreed to keep the registration statement of which
this prospectus is a part effective until the earlier of September 30, 2001 or
such time as the selling shareholders no longer hold shares of Synovus common
stock covered by this prospectus.
LEGAL MATTERS
Kathleen Moates, Senior Vice President and Deputy General Counsel of
Synovus, will issue an opinion about the legality of the shares of Synovus
common stock being offered by this prospectus.
EXPERTS
The audited consolidated financial statements of our company included in
our Annual Report on Form 10-K for the year ended December 31, 1998 and
incorporated by reference in this prospectus have been audited by KPMG LLP,
independent certified public accountants, as indicated in their reports with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports.
5
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 1. Other Expenses of Issuance and Distribution.
Registration fee to the Securities
and Exchange Commission $11,467
Accounting fees and expenses $ 1,000
Legal fees and expenses $ 1,000
Miscellaneous expenses $ 500
--------
Total $13,967
The foregoing items, except for the SEC registration fee, are estimated.
The Registrant has agreed to bear all expenses (other than selling commissions)
in connection with the registration and sale of the shares.
Item 15. Indemnification of Directors and Officers.
Subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code
provides that a corporation may indemnify or obligate itself to indemnify an
individual made a party to a proceeding because he or she is or was a director
against liability incurred in the proceeding if such individual conducted
himself or herself in good faith and such individual reasonably believed, in the
case of conduct in an official capacity, that such conduct was in the best
interests of the corporation and, in all other cases, that such conduct was at
least not opposed to the best interests of the corporation and, in the case of
any criminal proceeding, such individual had no reasonable cause to believe such
conduct was unlawful. Subsection (d) of Section 14-2-851 of the Georgia Business
Corporation Code provides that a corporation may not indemnify a director in
connection with a proceeding by or in the right of the corporation except for
reasonable expenses incurred if it is determined that the director has met the
relevant standard of conduct, or in connection with any proceeding with respect
to conduct under Section 14-2-851 of the Georgia Business Corporation Code for
which he was adjudged liable on the basis that personal benefit was improperly
received by him. Notwithstanding the foregoing, pursuant to Section 14-2-854 of
the Georgia Business Corporation Code, a court may order a corporation to
indemnify a director or advance expenses if such court determines that the
director is entitled to indemnification under the Georgia Business Corporation
Code or that the director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not such director met the
standard of conduct set forth in subsections (a) and (b) of Section 14-2-851 of
the Georgia Business Corporation Code, failed to comply with Section 14-2-853 of
the Georgia Business Corporation Code or was adjudged liable as described in
paragraph (1) or (2) of subsection (d) of Section 14-2-851 of the Georgia
Business Corporation Code.
Section 14-2-852 of the Georgia Business Corporation Code provides that to
the extent that a director has been successful, on the merits or otherwise, in
the defense of any proceeding to
II-1
which he was a party, because he or she is or was a director of the corporation,
the corporation shall indemnify the director against reasonable expenses
incurred by the director in connection therewith.
Section 14-2-857 of the Georgia Business Corporation Code provides that a
corporation may indemnify and advance expenses to an officer of the corporation
who is a party to a proceeding because he or she is an officer of the
corporation to the same extent as a director and if he or she is not a director
to such further extent as may be provided in its articles of incorporation,
bylaws, action of its board of directors or contract except for liability
arising out of conduct specified in Section 14-2-857(a)(2) of the Georgia
Business Corporation Code. Section 14-2-857 of the Georgia Business Corporation
Code also provides that an officer of the corporation who is not a director is
entitled to mandatory indemnification under Section 14-2-852 and is entitled to
apply for court ordered indemnification or advances for expenses under Section
14-2-854, in each case to the same extent as a director. In addition, Section
14-2-857 provides that a corporation may also indemnify and advance expenses to
an employee or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, action of
its board of directors or contract.
In accordance with Article VIII of Synovus' Bylaws, every person who is or
was (and the heirs and personal representatives of such person) a director,
officer, employee or agent of Synovus shall be indemnified and held harmless by
Synovus from and against the obligation to pay a judgment, settlement, penalty,
fine (including an excise tax assessed with respect to an employee benefits
plan), and reasonable expenses (including attorneys' fees and disbursements)
that may be imposed upon or incurred by him or her in connection with or
resulting from any threatened, pending, or completed, action, suit, or
proceeding, whether civil, criminal, administrative, investigative, formal or
informal, in which he or she is, or is threatened to be made, a named defendant
or respondent: (a) because he or she is or was a director, officer, employee, or
agent of Synovus; (b) because he or she or is or was serving at the request of
Synovus as a director, officer, partner, trustee, employee, or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise; or (c) because he or she is or was serving as an employee of the
corporation who was employed to render professional services as a lawyer or
accountant to the corporation; regardless of whether such person is acting in
such a capacity at the time such obligation shall have been imposed or incurred
if (i) such person acted in a manner he or she believed in good faith to be in
or not opposed to the best interest of such corporation, and, with respect to
any criminal proceeding, if such person had no reasonable cause to believe his
or her conduct was unlawful or (ii), with respect to an employee benefit plan,
such person believed in good faith that his or her conduct was in the interests
of the participants in and beneficiaries of the plan.
Pursuant to Article VIII of the Bylaws of Synovus, reasonable expenses
incurred in any proceeding shall be paid by Synovus in advance of the final
disposition of such proceeding if authorized by the Board of Directors in the
specific case, or if authorized in accordance with procedures adopted by the
Board of Directors, upon receipt of a written undertaking executed personally by
or on behalf of the director, officer, employee or agent to repay such amount if
it
II-2
shall ultimately be determined that he or she is not entitled to be indemnified
by Synovus, and a written affirmation of his or her good faith belief that he or
she has met the standard of conduct required for indemnification.
The foregoing rights of indemnification and advancement of expenses are not
intended to be exclusive of any other right to which those indemnified may be
entitled, and Synovus has reserved the right to provide additional indemnity and
rights to its directors, officers, employees or agents to the extent they are
consistent with law.
Synovus carries insurance for the purpose of providing indemnification to
its directors and officers. Such policy provides for indemnification of Synovus
for losses and expenses it might incur to its directors and officers for
successful defense of claims alleging negligent acts, errors, omissions or
breach of duty while acting in their capacity as directors or officers and
indemnification of its directors and officers for losses and expense upon the
unsuccessful defense of such claims.
Item 16. Exhibits.
4.1 Articles of Incorporation of Synovus., as amended, incorporated by
reference to Exhibit 4(a) of Synovus' Registration Statement on Form
S-8 filed with the Securities and Exchange Commission on July 23, 1990
(File No. 33-35926).
4.2 Bylaws, as amended, of Synovus, incorporated by reference to Exhibit
4(a) of Synovus' Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on February 23, 1999 (File No.
333-72827).
4.3 Form of Rights Agreement incorporated by reference to Exhibit 4.1 of
Synovus' Registration Statement on Form 8-A dated April 28, 1999, filed
with the Securities and Exchange Commission on April 28, 1999, pursuant
to Section 12 of the Exchange Act.
5 Legal opinion of Kathleen Moates, Deputy General Counsel of Synovus, as
to the legality of the securities being registered.
23.1 Consent of KPMG LLP.
23.2 Consent of Kathleen Moates, Deputy General Counsel of Synovus, is
contained in her opinion filed as Exhibit 5 hereto.
24 Power of Attorney (see signature page to this Registration Statement).
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
II-3
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling
II-4
precedent, submit to a court of appropriate jurisdiction to the questions
whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
acq\wallace\s3-wpd
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, State of Georgia, on the 1st day of
October, 1999.
SYNOVUS FINANCIAL CORP.
(Registrant)
By:/s/James H. Blanchard
--------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James H. Blanchard, James D. Yancey and Stephen
L. Burts, Jr., and each of them, his or her true and lawful attorney(s)-in-fact
and agent(s), with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
or all amendments to this Registration Statement and to file the same, with all
exhibits and schedules thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney(s)-in-fact and agent(s) full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney(s)-in-fact and
agent(s), or their substitute(s), may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/William B. Turner Date: October 1, 1999
- ------------------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee
/s/James H. Blanchard Date: October 1, 1999
- ----------------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
/s/James D. Yancey Date: October 1, 1999
- ------------------------------------------
James D. Yancey,
President and Director
/s/Richard E. Anthony Date: October 1, 1999
- ------------------------------------------
Richard E. Anthony,
Vice Chairman of the Board
/s/Walter M. Deriso, Jr. Date: October 1, 1999
- ------------------------------------------
Walter M. Deriso, Jr.,
Vice Chairman of the Board
/s/Thomas J. Prescott Date: October 1, 1999
- ------------------------------------------
Thomas J. Prescott,
Executive Vice President, Treasurer,
Principal Accounting and Financial Officer
- ------------------------------------------ Date:
Joe E. Beverly,
Director
/s/Richard Y. Bradley Date: October 1, 1999
- ------------------------------------------
Richard Y. Bradley,
Director
- ------------------------------------------ Date:
C. Edward Floyd,
Director
/s/Gardiner W. Garrard, Jr. Date: October 1, 1999
- -----------------------------------------
Gardiner W. Garrard, Jr.,
Director
- ------------------------------------------ Date:
V. Nathaniel Hansford,
Director
/s/John P. Illges, III Date: October 1, 1999
- ---------------------------------------------
John P. Illges, III,
Director
/s/Mason H. Lampton Date: October 1, 1999
- -----------------------------------------
Mason H. Lampton,
Director
- ------------------------------------------ Date:
Elizabeth C. Ogie,
Director
/s/H. Lynn Page Date: October 1, 1999
- ------------------------------------------
H. Lynn Page,
Director
- ------------------------------------------ Date:
Robert V. Royall, Jr.,
Director
- ------------------------------------------ Date:
Melvin T. Stith,
Director
Exhibit Index
Number Description
- ------ ------------
4.1 Articles of Incorporation of Synovus., as amended, incorporated by
reference to Exhibit 4(a) of Synovus' Registration Statement on Form
S-8 filed with the Securities and Exchange Commission on July 23, 1990
(File No. 33-35926).
4.2 Bylaws, as amended, of Synovus, incorporated by reference to Exhibit
4(a) of Synovus' Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on February 23, 1999 (File No.
333-72827).
4.3 Form of Rights Agreement incorporated by reference to Exhibit 4.1 of
Synovus' Registration Statement on Form 8-A dated April 28, 1999, filed
with the Securities and Exchange Commission on April 28, 1999, pursuant
to Section 12 of the Exchange Act.
5 Legal opinion of Kathleen Moates, Deputy General Counsel of Synovus, as
to the legality of the securities being registered.
23.1 Consent of KPMG LLP.
23.2 Consent of Kathleen Moates, Deputy General Counsel of Synovus, is
contained in her opinion filed as Exhibit 5 hereto.
24 Power of Attorney (see signature page to this Registration Statement).
October 1, 1999
Synovus Financial Corp.
901 Front Avenue, Suite 301
Columbus, GA 31901
Ladies and Gentlemen:
With reference to the registration statement which Synovus Financial Corp.
(the "Company") proposes to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, registering
2,339,623 common shares (par value $1.00 per share) of the Company which may be
sold by the former shareholders of Wallace & de Mayo, Inc., which was acquired
by the Company, I am of the opinion that:
(1) The Company is a corporation duly organized and validly
existing under the laws of the State of Georgia.
(2) All proper corporate proceedings have been taken so that the
shares are duly authorized, validly issued and outstanding,
and are fully paid and non-assessable shares of the Company's
common stock.
I do hereby consent to any reference to me contained in, and to the
filing of this opinion with the Commission in connection with, the registration
statement.
Sincerely,
/s/Kathleen Moates
Kathleen Moates
KM\bmk
Accountants' Consent
The Board of Directors
Synovus Financial Corp.
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Proxy
Statement/Prospectus.
KPMG LLP
/s/KPMG
Atlanta, Georgia
September 28, 1999
Exhibit 23.1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, State of Georgia, on the 1st day of
October, 1999.
SYNOVUS FINANCIAL CORP.
(Registrant)
By:/s/James H. Blanchard
--------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James H. Blanchard, James D. Yancey and Stephen
L. Burts, Jr., and each of them, his or her true and lawful attorney(s)-in-fact
and agent(s), with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
or all amendments to this Registration Statement and to file the same, with all
exhibits and schedules thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney(s)-in-fact and agent(s) full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney(s)-in-fact and
agent(s), or their substitute(s), may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/William B. Turner Date: October 1, 1999
- ------------------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee
/s/James H. Blanchard Date: October 1, 1999
- ----------------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
/s/James D. Yancey Date: October 1, 1999
- ------------------------------------------
James D. Yancey,
President and Director
/s/Richard E. Anthony Date: October 1, 1999
- ------------------------------------------
Richard E. Anthony,
Vice Chairman of the Board
/s/Walter M. Deriso, Jr. Date: October 1, 1999
- ------------------------------------------
Walter M. Deriso, Jr.,
Vice Chairman of the Board
/s/Thomas J. Prescott Date: October 1, 1999
- ------------------------------------------
Thomas J. Prescott,
Executive Vice President, Treasurer,
Principal Accounting and Financial Officer
- ------------------------------------------ Date:
Joe E. Beverly,
Director
/s/Richard Y. Bradley Date: October 1, 1999
- ------------------------------------------
Richard Y. Bradley,
Director
- ------------------------------------------ Date:
C. Edward Floyd,
Director
/s/Gardiner W. Garrard, Jr. Date: October 1, 1999
- -----------------------------------------
Gardiner W. Garrard, Jr.,
Director
- ------------------------------------------ Date:
V. Nathaniel Hansford,
Director
/s/John P. Illges, III Date: October 1, 1999
- ---------------------------------------------
John P. Illges, III,
Director
/s/Mason H. Lampton Date: October 1, 1999
- -----------------------------------------
Mason H. Lampton,
Director
- ------------------------------------------ Date:
Elizabeth C. Ogie,
Director
/s/H. Lynn Page Date: October 1, 1999
- ------------------------------------------
H. Lynn Page,
Director
- ------------------------------------------ Date:
Robert V. Royall, Jr.,
Director
- ------------------------------------------ Date:
Melvin T. Stith,
Director
filings\snv\conf.sig
