SCHEDULE 14A INFORMATION
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(Amendment No. )
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[ ] 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)
- --------------------------------------------------------------------------------
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computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
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[LOGO](R)
SYNOVUS(R)
FINANCIAL CORP.
`
JAMES H. BLANCHARD
CHAIRMAN OF THE BOARD
March 19, 1999
Dear Shareholder:
You are cordially invited to attend our Annual Meeting of Shareholders at
10:00 a.m. on Thursday, April 22, 1999, in the South Hall of the Columbus,
Georgia Convention & Trade Center. Enclosed with this Proxy Statement are
your proxy card and the 1998 Annual Report.
We hope that you will be able to be with us and let us give you a review of
1998. 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 and mail the enclosed proxy card promptly.
Thank you for helping us make 1998 a good year. We look forward to your
continued support in 1999 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 THE 1999 ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of the Shareholders of Synovus Financial Corp. will be
held at 10:00 a.m. on Thursday, April 22, 1999, in the South Hall of the
Columbus, Georgia Convention & Trade Center for the following purposes:
(1) The election of six directors for a term of three years; and
(2) The transaction of any 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 11, 1999
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 19, 1999
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE, DATE
AND SIGN THE ENCLOSED PROXY, COMPLETE AND SIGN THE CERTIFICATE OF BENEFICIAL
OWNER, AND RETURN THEM PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
TABLE OF CONTENTS
Voting Information.............................................................1
Election of Directors..........................................................3
Meetings and Committees of the Board...........................................5
Directors' Compensation........................................................6
Executive Officers.............................................................7
Stock Ownership of Directors and Executive Officers............................8
Executive Compensation.........................................................9
Stock Performance Graph.......................................................12
Compensation Committee Report on Executive Compensation.......................12
Compensation Committee Interlocks and
Insider Participation....................................................15
Transactions With Management..................................................15
Principal Shareholders........................................................16
Relationships Between Synovus, Columbus Bank and
Certain of Synovus' Subsidiaries and Affiliates..........................18
Section 16(a) Beneficial Ownership Reporting Compliance.......................22
Independent Auditors..........................................................22
General Information:
Financial Information....................................................22
Shareholder Proposals for the 2000 Proxy Statement.......................22
Director Nominees or Other Business for Presentation
at the Annual Meeting...............................................23
Solicitation of Proxies..................................................23
VOTING INFORMATION
PURPOSE
This Proxy Statement and the accompanying proxy card are being mailed to
Synovus shareholders beginning March __, 1999. The Synovus Board of Directors is
soliciting proxies to be used at the 1999 Annual Meeting of Synovus Shareholders
which will be held on April 22, 1999, at 10:00 a.m., in the South Hall of the
Columbus, Georgia Convention & Trade Center. Proxies are solicited to give all
shareholders of record an opportunity to vote on matters to be presented at the
Annual Meeting. In the following pages of this Proxy Statement, you will find
information on matters to be voted upon at the Annual Meeting of Shareholders or
any adjournment of that meeting.
WHO CAN VOTE
All shareholders of record of Synovus Common Stock as of the close of
business on February 11, 1999 are entitled to vote. Shares can be voted at the
meeting only if the shareholder is present or represented by a valid proxy.
SHARES OUTSTANDING
A majority of the votes entitled to be cast by the holders of the
outstanding shares of Synovus Common Stock must be present, either in person or
represented by proxy, in order to conduct the Annual Meeting of Synovus
Shareholders. On February 11, 1999, 270,805,035 shares of Synovus Common Stock
were outstanding.
PROXY CARD
If you sign the proxy card but do not specify how you want your shares to
be voted, your shares will be voted by the individuals named on the card (your
"proxies") in favor of the election of all listed nominees. Your proxies will
vote at their discretion on any other matter that may properly come before the
meeting and is not listed on the proxy card.
VOTING OF SHARES
Holders of Synovus Common Stock are entitled to ten votes on each matter
submitted to a vote of shareholders for each share of Synovus Common Stock owned
on February 11, 1999 which: (1) has had the same owner since February 11, 1995;
(2) was acquired by reason of participation in a dividend reinvestment plan
offered by Synovus and is held by the same owner who acquired it under such
plan; (3) is held by the same 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 the acquisition specifically grant ten
votes per share; (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 owner for
whom it was acquired under any such plan; (5) is held by the same 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 grant ten votes per share; (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 owner since, February 11, 1995; (7) has
been 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 owned under the provisions of (1)-(7) above, is the owner of
less than 1,139,063 shares of Synovus Common Stock (which amount has been
appropriately adjusted to reflect stock splits 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). Shareholders of shares of Synovus Common Stock not described above
are entitled to one vote per share for each 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 and is traded on the New York Stock Exchange, 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, the rule contains a "grandfather" provision, under which Synovus' ten
vote provision 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. All shares entitled to vote and
represented by properly executed proxies received before the polls are closed at
the Annual Meeting, and not revoked or superceded, will be voted in accordance
with instructions indicated on those proxies.
SHAREHOLDERS 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.
SYNOVUS DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN
If you participate in this Plan, your proxy card represents shares held in
the Plan, as well as shares you hold directly in certificate form registered in
the same name.
REQUIRED VOTES--ELECTION OF DIRECTOR NOMINEES
Directors are elected by a plurality of the votes, which means the nominees
for the six director positions who receive the largest number of properly
executed votes will be elected as directors. Each share of Common Stock is
entitled to either one vote per share or ten votes per share for each of the six
director nominees as described above in the section captioned "Voting of
Shares." Cumulative voting is not permitted. Shares that are represented by
proxies which are marked "withhold authority" for the election of one or more
director nominees will not be counted in determining the number of votes cast
for those persons.
TABULATION OF VOTES
Under certain circumstances, brokers are prohibited from exercising
discretionary authority for beneficial owners who have not returned proxies to
the brokers (so-called "broker non-votes"). In such cases, and in cases where
the shareholder abstains from voting on a matter, those shares will be counted
for the purpose of determining if a quorum is present but will not be included
in the vote totals with respect to those matters and, therefore, will have no
effect on the vote.
HOW YOU CAN VOTE
Vote your choices by marking the appropriate boxes on the enclosed proxy
card. Sign and return the proxy card promptly in the enclosed self-addressed
envelope. YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR MARKED PROXY CARD PROMPTLY
SO YOUR SHARES CAN BE REPRESENTED, EVEN IF YOU PLAN TO ATTEND THE MEETING IN
PERSON.
REVOCATION OF PROXY
If you vote by proxy, you may revoke that proxy at any time before it is
voted at the meeting. You can revoke your proxy by delivering to Synovus a proxy
card bearing a later date or by attending the meeting in person and casting a
ballot.
COLUMBUS BANK AND TRUST COMPANY AND TOTAL SYSTEM SERVICES, INC.
Synovus is the owner of all of the issued and outstanding shares of
common stock of Columbus Bank and Trust Company(R)("Columbus Bank"). Columbus
Bank owns individually 80.8% of the outstanding shares of Total System Services,
Inc.(R) ("TSYS(R)"), a bankcard data processing company having 194,909,527
shares of common stock outstanding on February 11, 1999.
ELECTION OF DIRECTORS
NUMBER
At the date of this Proxy Statement, the Board of Directors of Synovus
consists of 17 members. As 20 board seats have been authorized by Synovus'
shareholders, Synovus has three directorships which remain vacant. These vacant
directorships could be filled in the future at the discretion of Synovus' Board
of Directors. This discretionary power gives Synovus' Board of Directors the
flexibility of appointing new directors in the periods between Synovus' Annual
Meetings should suitable candidates come to its attention. The Board is divided
into three classes whose terms are staggered so that the term of one class
expires at each Annual Meeting of Shareholders. The terms of office of the Class
II directors expire at the 1999 Annual Meeting, the terms of office of the Class
III directors expire at the 2000 Annual Meeting and the terms of office of the
Class I directors expire at the 2001 Annual Meeting. Six director nominees
have been nominated for election as Class II directors at this meeting. Proxies
cannot be voted at the 1999 Annual Meeting for a greater number of persons than
the number of nominees named.
NOMINEES
The following nominees have been selected by the Board for submission to
the shareholders: Richard E. Anthony, Joe E. Beverly, Walter M. Deriso, Jr.,
Mason H. Lampton, Elizabeth C. Ogie and Melvin T. Stith, each to serve a three
year term expiring at the Annual Meeting in the year 2002.
The Board believes that each director nominee will be able to stand for
election. If any nominee becomes unable to stand for election, proxies in favor
of that nominee will be voted in favor of the remaining nominees and in favor of
any substitute nominee named by the Board. If you do not wish your shares voted
for one or more of the nominees, you may so indicate on the proxy card.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
EACH OF THE NOMINEES.
BOARD OF DIRECTORS
Following is the principal occupation, age and certain other information
for each director nominee and other directors serving unexpired terms.
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<TABLE>
<CAPTION>
Synovus Year
Director First
Classifi- Elected Principal Occupation
Name Age cation Director and Other Information
- ------------------------- ----- -------- ---------- -------------------------------------
<S> <C> <C> <C> <C>
Richard E. Anthony<F1> 52 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 57 II 1983 Chairman of the Board, Commercial
Bank, Thomasville, Georgia
(Banking Subsidiary of Synovus);
Director, Flowers Industries, Inc.
James H. Blanchard<F2> 57 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> 60 III 1991 Partner, Bradley & Hatcher (Law
Firm); Director, Total System
Services, Inc.
Stephen L. Burts, Jr.<F4> 46 I 1992 Vice Chairman of the Board,
Synovus Financial Corp.
Walter M. Deriso, Jr.<F5> 52 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. 64 I 1995 Vascular Surgeon
Gardiner W. Garrard, Jr. 58 I 1972 President, The Jordan Company
(Real Estate Development); Director,
Total System Services, Inc.
V. Nathaniel Hansford 55 I 1985 Professor and Dean Emeritus
--School of Law, University of
Alabama
John P. Illges, III 64 III 1997 Senior Vice President and Financial
Consultant, The Robinson-Humphrey
Company, Inc. (Stockbroker);
Director, Total System Services, Inc.
Mason H. Lampton 51 II 1993 Chairman of the Board and President,
The Hardaway Company (Construction Company);
Director, Total System Services, Inc.
Elizabeth C. Ogie<F6> 48 II 1993 Director, W.C. Bradley Co. (Metal
Manufacturer and Real Estate)
H. Lynn Page 58 I 1978 Director, Synovus Financial
Corp., Columbus Bank and Trust
Company and Total System Services,
Inc.
Robert V. Royall 64 I 1995 Chairman of the Board, The National
Bank of South Carolina (Banking
Subsidiary of Synovus); Director, Blue
Cross Blue Shield of South Carolina
Melvin T. Stith 52 II 1998 Dean, College of Business, Florida
State University; Director, Rexall Sundown,
Inc. and Correctional Services Corp.
William B. Turner<F6><F7> 76 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.
James D. Yancey<F8> 57 I 1978 President and Chief Operating Officer, Synovus
Financial Corp.; Chairman of the Board,
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 Vice Chairman of Synovus in April 1998.
Prior to 1998, Mr. Burts served in various capacities with Synovus
and/or Columbus Bank, including Presdent of Synovus.
<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> 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.
<F8> James D. Yancey was elected President and Chief Operating Officer of
Synovus in April 1998. Prior to 1998, 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>
MEETINGS AND COMMITTEES OF THE BOARD
BOARD OF DIRECTORS
The business affairs of Synovus are managed under the direction of the
Board of Directors in accordance with the Georgia Business Corporation Code, as
implemented by Synovus' Articles of Incorporation and bylaws. Members of the
Board are kept informed through reports routinely presented at Board and
committee meetings by the Chief Executive Officer and other officers, and
through other means.
BOARD AND COMMITTEE MEETINGS
The Board of Directors held seven meetings in 1998. All directors attended
at least 82% of Board and committee meetings during 1998.
COMMITTEES OF THE BOARD
Synovus' Board of Directors has three principal standing committees -- an
Executive Committee, an Audit Committee and a Compensation Committee. There is
no Nominating Committee of Synovus' Board of Directors. The following table
shows the membership of the various committees.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Executive Audit Compensation
- ---------- ----- -------------
<S> <C> <C>
William B. Turner, Chair Gardiner W. Garrard, Jr., Chair Mason H. Lampton, Chair
James H. Blanchard John P. Illges, III V. Nathaniel Hansford
James D. Yancey
Richard Y. Bradley
Gardiner W. Garrard, Jr.
</TABLE>
- --------------------------------------------------------------------------------
Executive Committee. During the intervals between meetings of Synovus'
Board of Directors, Synovus' Executive Committee possesses and may exercise any
and all of 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
1998, Synovus' Executive Committee held four meetings.
Audit Committee. The primary functions to be engaged in by Synovus' Audit
Committee include: (i) annually recommending to Synovus' Board the independent
certified public accountants 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; (v) reviewing the results of regulatory examinations of
Synovus; (vi) periodically reviewing the financial statements of Synovus; and
(vii) considering such other matters with regard to the internal and independent
audit of Synovus 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 1998, Synovus' Audit Committee held two meetings.
Compensation Committee. The primary functions to be 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 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 1998, Synovus'
Compensation Committee held four meetings.
DIRECTORS' COMPENSATION
COMPENSATION
During 1998, 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 personally 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 is a non-tax-qualified, contributory
stock purchase plan pursuant to which qualifying Synovus directors can purchase,
with the assistance of contributions from Synovus, presently issued and
outstanding shares of Synovus Common Stock. Under the terms of the Director
Stock Purchase Plan, 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 directors' cash
contributions. Participants in the Director Stock Purchase Plan are fully vested
in, and may request the issuance to them of, all shares of Synovus Common Stock
purchased for their benefit under the Plan.
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 1998 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 1998 for providing consulting and
advisory services to Synovus relating to Synovus' affiliate banks.
EXECUTIVE OFFICERS
The following table sets forth the name, age and position with Synovus of
each executive officer of Synovus.
<TABLE>
<CAPTION>
Name Age Position with Synovus
- ----------------------- --- -------------------------------------------------
<S> <C> <C>
James H. Blanchard 57 Chairman of the Board and Chief Executive Officer
William B. Turner 76 Chairman of the Executive Committee
James D. Yancey 57 President and Chief Operating Officer
Richard E. Anthony 52 Vice Chairman of the Board
Walter M. Deriso, Jr. 52 Vice Chairman of the Board
Stephen L. Burts, Jr. 46 Vice Chairman of the Board
G. Sanders Griffith, III 45 Senior Executive Vice President, General
Counsel and Secretary
Thomas J. Prescott 44 Executive Vice President and
Chief Financial Officer
Jay C. McClung 50 Executive Vice President, Credit Administration
Calvin Smyre 51 Executive Vice President, Corporate Affairs
Anne G. Dawahare 36 Chief Information Officer
Elizabeth R. James 37 Chief People Officer
</TABLE>
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. Anne G. Dawahare was elected Chief Information Officer of
Synovus in July, 1998. Ms. Dawahare currently serves as President of Synovus
Technologies, Inc., a position she has held since February, 1998, and has served
in various capacities with Synovus since 1994. Elizabeth R. James was elected
Chief People Officer of Synovus in July, 1998. Ms. James currently serves as
President of Synovus Service Corp., a position she has held since June, 1996,
and has served in various capacities with Columbus Bank and/or TSYS since
1986.
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth ownership of shares of Synovus Common Stock
by each director, by each executive officer named in the Summary Compensation
Table on page 9 and by all directors and executive officers as a group as of
December 31, 1998.
<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 12/31/98 as of 12/31/98 as of 12/31/98 12/31/98<F1> 12/31/98
- ---------------------- --------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Richard E. Anthony 379,524 208,694 20,860 828,682 *
Joe E. Beverly 417,513 4,555 26,494 588,992 *
James H. Blanchard 1,565,234 --- 292,607 2,455,553 *
Richard Y. Bradley 20,357 131,495 --- 151,852 *
Stephen L. Burts, Jr. 218,094 --- 25,164 442,344 *
Walter M. Deriso, Jr. 31,328 3,880 --- 57,483 *
C. Edward Floyd, M.D. 1,093,933 145,270 --- 1,239,203 *
Gardiner W. Garrard, Jr. 203,665 1,363,262 --- 1,566,927 *
G. Sanders Griffith, III 84,142 --- 80,413 332,097 *
V. Nathaniel Hansford 125,340 409,776 --- 535,116 *
John P. Illges, III 296,403 512,455<F2> --- 808,858 *
Mason H. Lampton 79,268 290,951<F3> --- 370,219 *
Elizabeth C. Ogie 32,616 30,514,254<F4><F5> --- 30,546,870 11.30
H. Lynn Page 840,821 11,515 --- 852,336 *
Robert V. Royall 287,341 168,947 --- 665,470 *
Melvin T. Stith 1,176 --- --- 1,176 *
William B. Turner 72,294 30,382,576<F5> --- 30,454,870 11.27
James D. Yancey 999,693 61,677 40,999 1,416,479 *
Directors and Executive
Officers as a Group
(23 persons) 6,834,683 33,847,075 499,604 43,235,564 15.88
* Less than one percent of the outstanding shares of Synovus Common Stock.
<FN>
- ---------------------------
<F1> The totals shown for the following directors and executive officers of
Synovus include the number of shares of Synovus Common Stock that each
individual has the right to acquire within 60 days through the exercise of
stock options:
Person Number of Shares
Richard E. Anthony 219,604
Joe E. Beverly 140,430
James H. Blanchard 597,712
Stephen L. Burts, Jr. 199,086
Walter M. Deriso, Jr. 22,275
G. Sanders Griffith, III 167,542
Robert V. Royall 209,182
James D. Yancey 314,110
In addition, the other executive officers of Synovus had rights to acquire
an aggregate of 184,261 shares of Synovus Common Stock within 60 days
through the exercise of stock options.
<F2> Includes 62,667 shares of Synovus Common Stock held by a charitable
foundation of which Mr. Illges is trustee.
<F3> Includes 264,687 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.
<F4> Includes 123,948 shares of Synovus Common Stock held by a charitable
foundation of which Mrs. Ogie is a trustee.
<F5> Includes 2,568,205 shares of Synovus Common Stock held by a charitable
foundation of which Mrs. Ogie and Mr. Turner are among the trustees, and
27,794,554 shares of Synovus Common Stock beneficially owned by TB&C
Bancshares, Inc., of which Mrs. Ogie and Mr.Turner are officers,
directors and shareholders.
</FN>
</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 "TSYS Common Stock Ownership of
Directors and Management" on page 19.
EXECUTIVE COMPENSATION
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 (3)
- --------------------- -------- ------------- ------------ ------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
James H. Blanchard 1998 $635,250 $476,438 $ -0- $ -0- 211,929 $306,378
Chairman of the 1997 616,125 462,094 -0- -0- 615,113 298,654
Board and Chief 1996 589,375 442,031 2,000 350,622 294,722 322,527
Executive Officer
James D. Yancey 1998 475,000 464,750 2,000 -0- 132,126 271,639
President and Chief 1997 445,000 442,000 2,000 -0- 524,633 235,573
Operating Officer 1996 410,000 266,500 2,000 375,367 117,143 264,256
Stephen L. Burts, Jr. 1998 353,500 319,200 2,000 -0- 75,750 147,861
Vice Chairman of the 1997 343,000 310,800 2,000 -0- 273,215 133,583
Board 1996 328,000 196,800 2,000 231,008 72,089 130,106
Richard E. Anthony 1998 335,000 306,000 2,000 -0- 69,270 157,071
Vice Chairman of the 1997 310,000 282,000 2,000 -0- 78,368 109,977
Board 1996 267,625 159,500 2,000 187,684 58,572 101,004
G. Sanders Griffith, III 1998 283,750 258,450 -0- -0- 59,226 94,336
Senior Executive Vice 1997 268,000 242,850 -0- -0- 254,480 81,279
President, General 1996 256,250 153,750 -0- 180,459 56,318 82,742
Counsel and Secretary
<FN>
- ---------------------
<F1> Amount for 1998 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, 1998, Messrs. Blanchard, Yancey, Burts, Anthony and Griffith held
51,561, 41,005, 25,166, 20,861 and 20,093 restricted shares, respectively,
with a value of $1,256,800, $999,497, $613,421, $508,487 and $489,767,
respectively. On July 1, 1996, restricted stock was awarded in the amount
of 36,473, 39,047, 24,030, 19,524 and 18,773 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.
<F3> The 1998 amount includes director fees of $60,200, $60,600, $29,000 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 $28,496 for each executive; allocations pursuant to defined
contribution excess benefit agreements of $166,941, $134,822 $89,816,
$81,392 and $65,291 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, $3,456 and $39 for each of Messrs. Blanchard, Yancey, Burts, Anthony
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 $48,606, $46,162
and $17,817 for each of Messrs. Blanchard, Yancey and Anthony,
respectively.
</FN>
</TABLE>
STOCK OPTION EXERCISES AND GRANTS
The following tables provide certain information regarding stock options
granted and exercised in the last fiscal year and the number and value of
unexercised options at the end of the fiscal year.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
- -----------------------------------------------------------------------------------------
% of Total Potential
Options/ Realized Value at
SARs Exercise Assumed Annual Rates of
Options/ Granted to or Stock Price Appreciation
SARs Employees Base For Option Term<F1>
Granted in Fiscal Price Expiration ---------------------
Name (#) Year ($/Share) Date 5%($) 10% ($)
- ------------------------------ ------------ -------------- -------------- --------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
James H. Blanchard 211,779<F2> 5.3845% $20.83 01/12/08 $2,107,201 $5,044,576
150<F3> 0.0038 22.00 06/01/06 1,575 3,774
James D. Yancey 131,976<F2> 3.3555 20.83 01/12/08 1,313,161 3,143,668
150<F3> 0.0038 22.00 06/01/06 1,575 3,774
Stephen L. Burts, Jr. 75,600<F2> 1.9221 20.83 01/12/08 752,220 1,800,792
150<F3> 0.0038 22.00 06/01/06 1,575 3,774
Richard E. Anthony 69,120<F2> 1.7574 20.83 01/12/08 687,744 1,646,438
150<F3> 0.0038 22.00 06/01/06 1,575 3,774
G. Sanders Griffith, III 59,076<F2> 1.5020 20.83 01/12/08 587,806 1,407,190
150<F3> 0.0038 22.00 06/01/06 1,575 3,774
<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 January 13, 1998 at fair market value to executives as
part of the Synovus 1996 Long-Term Incentive Plan. Options become
exercisable on January 13,2000 and are transferable to family members.
<F3> Options granted on June 2, 1998 at fair market value to executives as part
of the Synovus 1996 Long-Term Incentive Plan. Options become exercisable
upon the earlier of: (a) June 2, 2001; or (b) the date the per share fair
market value of Synovus Common Stock meets or exceeds $44.
</FN>
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
Number of Securities Value of
Underlying Unexercised Unexercised In-the-Money
Shares Value Options/SARs at FY-End (#) Options/SARs at FY-End ($)<F1>
Acquired on Realized -------------------------- -------------------------------
Name Exercise (#) ($) <F1> Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------------ ------------ --------- --------------------------- -------------------------------
<S> <C> <C> <C> <C> <C> <C>
James H. Blanchard -0- $ -0- 597,712 / 789,542 $9,542,329/ $5,894,217
James D. Yancey -0- -0- 314,110 / 619,259 5,001,673/ 4,698,386
Stephen L. Burts, Jr. -0- -0- 199,086 / 330,215 3,271,989/ 2,448,805
Richard E. Anthony -0- -0- 219,604 / 147,638 3,927,405/ 715,366
G. Sanders Griffith, III -0- -0- 167,542 / 294,956 2,754,383/ 2,277,871
<FN>
- ----------
<F1> Market value of underlying securities at exercise or year-end, minus the
exercise or base price.
</FN>
</TABLE>
EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL ARRANGEMENTS
Employment Agreement with Mr. Blanchard. Synovus has entered into an
Employment Agreement with Mr. Blanchard, Chairman of the Board of Synovus. Under
this Agreement, Mr. Blanchard receives a base salary that is determined on an
annual basis by the Synovus Compensation Committee. During 1998, Synovus paid
Mr. Blanchard a base salary of $635,250 under this Employment Agreement.
The Employment Agreement with Mr. Blanchard also provides that Mr. Blanchard
will receive deferred compensation totaling $468,000 over a 10 to 15 year period
following his death, disability or other termination of employment. This
deferred compensation may be forfeited in the event Synovus terminates his
employment for cause, he violates a 2-year Covenant Not to Compete, or in the
event of his death by suicide. Mr. Blanchard's Employment Agreement
automatically renews every year and may be terminated upon 30 days prior written
notice.
Employment Agreement with Mr. Yancey. Synovus has entered into an
Employment Agreement with Mr. Yancey, President and Chief Operating Officer of
of Synovus. Under this Agreement, Mr. Yancey receives a base salary that is
determined on an annual basis by the Synovus Compensation Committee. During
1998, Synovus paid Mr. Yancey a base salary of $475,000 under this
Employment Agreement. The Employment Agreement with Mr. Yancey also provides
that Mr. Yancey will receive deferred compensation totaling $375,000 over a 10
to 15 year period following his death, disability or other termination of
employment. This deferred compensation may be forfeited in the event Synovus
terminates his employment for cause, he violates a 2-year Covenant Not to
Compete, or in the event of his death by suicide. Mr. Yancey's Employment
Agreement automatically renews every year and may be terminated upon 30 days
prior written notice.
Long-Term Incentive Plans. Under the terms of Synovus' Long-Term Incentive
Plans, which were adopted in 1992, 1994 and 1996, all awards become
automatically vested in the event of a change of control. Awards under the Plans
may include stock options, restricted stock, stock appreciation and performance
awards. Messrs. Blanchard, Yancey, Burts, Anthony and Griffith each have
restricted stock and stock options under the Long-Term Incentive Plans.
Change of Control Agreements. Synovus has entered into Change of Control
Agreements with Messrs. Blanchard, Yancey, Burts, Anthony and Griffith, and
certain other executive officers. In the event of a Change of Control, as
defined below, an executive would receive the following:
* Three times the executive's current base salary and bonus (bonus is
defined as the average bonus over the past three years measured as a
percentage multiplied by the executive's current base salary).
* Three years of medical, life, disability and other welfare benefits.
* A pro rata bonus through the date of termination for the separation
year.
* A cash amount in lieu of a long-term incentive award for the year of
separation equal to 1.5 times the normal market grant, if the
executive received a long-term incentive award in the year of
separation, or 2.5 times the market grant if not.
In order to receive these benefits, an executive must be actually or
constructively terminated 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. A Change of Control under these
agreements is defined as (1) the acquisition 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 their replacements or additions, ceasing to comprise at
least two-thirds of the Board members, (3) a merger, consolidation,
reorganization or sale of Synovus' assets unless the new owners of Synovus own
more than two-thirds of the new company, no person owns more than 20% of the new
company, and two-thirds of the company's new Board members are prior Board
members of Synovus, or (4) a triggering event occurs as defined in the Synovus
Rights Agreement. In the event an executive is impacted by the Internal Revenue
Service excise tax that applies to certain Change of Control arrangements, the
executive would receive additional payments so that he or she would be in the
same position as if the excise tax did not apply. The Change of Control
agreements do not provide for any retirement benefits or perquisites.
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, 1993
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
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
Synovus $100 $100 $160 $276 $428 $477
S&P 500 $100 $101 $139 $171 $229 $294
KBW 50 $100 $ 95 $152 $215 $314 $340
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee ("Committee") of Synovus is responsible for
evaluating the compensation of senior management of Synovus and its subsidiaries
and Synovus Board members, as well as the compensation and other benefit plans
in which officers, employees and directors of Synovus and its subsidiaries
participate. The Committee has designed its compensation program to attract and
retain highly motivated and well-trained executives in order to create superior
shareholder value for Synovus shareholders.
Elements of Executive Compensation. The four elements of executive
compensation at Synovus are:
* Base Salary
* Annual Bonus
* Long-Term Incentives
* Other Benefits
The Committee believes that a substantial portion (though not a majority)
of an executive's compensation should be at risk based upon performance, both in
the short-term (through the annual bonus and the Synovus/TSYS Profit Sharing
Plan and the Synovus/TSYS 401(k) Savings Plan) and long-term (through long-term
incentives such as 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," as used by the Committee for this purpose, means the stock price
increase during the ten-year period, plus dividends, less increases to paid-in
capital. This subtraction eliminates any value added through acquisitions. The
Committee believes that this approach accurately reflects the true competitors
of Synovus and is the most appropriate market data to use for determining the
compensation of Synovus executives. The companies used for comparison under this
approach are not the same companies included in the peer group index appearing
in the Stock Performance Graph above. Each element of executive compensation is
discussed in detail below.
Base Salary. Base salary is an executive's annual rate of pay without
regard to any other elements of compensation. The primary consideration used by
the Committee to determine an executive's base salary is a market comparison of
similar positions at similar companies based upon the executive's level of
responsibility and experience. Base salaries are targeted in the median level of
similar companies. In addition to market comparisons, individual performance is
also considered in determining an executive's base salary, although it does not
weigh heavily. Based solely upon market comparisons, the Committee increased Mr.
Blanchard's base salary in 1998. The Committee also increased the base salaries
of Synovus' other executive officers in 1998 based solely upon market
comparisons.
Annual Bonus. The Committee awards annual bonuses under two different
plans, the Synovus Executive Bonus Plan (which was approved by Synovus
shareholders) and the Synovus Incentive Bonus Plan. The Committee selects the
participants in each Plan from year to year. For 1998, the Committee selected
Mr. Blanchard and Mr. Yancey to participate in the Executive Bonus Plan while
Messrs. Burts, Anthony and Griffith were selected 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 performance goals that are
established each year by the Committee. The performance goals may be chosen by
the Committee from among the following measurements:
* Return on assets;
* Net income;
* Operating income;
* Non-performing assets and/or loans as a percentage of total assets
and/or loans;
* Return on capital compared to cost of capital;
* Earnings per share and/or earnings per share growth;
* Return on equity;
* Non-interest expense as a percentage of total expense;
* Loan charge-offs as a percentage of loans;
* Productivity and expense control;
* Number of cardholder, merchant and/or other customer accounts
processed and/or converted by TSYS;
* Successful negotiation or renewal of contracts with new and/or
existing customers by TSYS;
* Stock price; and
* Asset growth.
The Committee established a payout matrix based on attainment of net income
goals during 1998 for Mr. Blanchard and Synovus' other executive officers. The
maximum percentage payouts under the Plans for 1998 were 75% for Mr. Blanchard,
65% for Mr. Yancey and 60% for Messrs. Burts, Anthony and Griffith. Synovus'
financial performance and each executive's individual performance can reduce the
bonus awards determined by the attainment of the 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 1998 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' payout matrix.
Although the Committee determined that significant progress had been made toward
the attainment of the "new bank" goals, the Committee elected not to pay out a
bonus associated with the "new bank" in order to reduce the bonus expenses for
the Company.
Long-Term Incentives. The Committee has awarded both stock options and
restricted stock awards to executives. 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 its capital appreciation. 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. The Committee has established a payout matrix for
long-term grants that uses total shareholder return 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 on page 12. For the long-term incentive
awards made in 1998, total shareholder return and peer comparisons were measured
during the 1995 to 1997 performance period. Under the payout matrix, the
Committee awarded Messrs. Blanchard, Yancey, Burts, Anthony and Griffith stock
options of 211,929, 132,126, 75,750, 69,270, and 59,226, respectively.
Benefits. Executives receive other benefits that serve a different purpose
than the elements of compensation discussed above. In general, these benefits
either provide retirement income or protection against catastrophic events such
as illness, disability and death. Executives generally receive the same benefits
offered to the 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 plan which replaces 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 the performance of
Synovus because the contributions to the Plan, up to a maximum of 14% of an
executive's compensation, depends upon Synovus' profitability. For 1998, Mr.
Blanchard and Synovus' other executive officers received a Plan contribution of
10.88% of their compensation, based upon the Plan's profitability formula. The
remaining benefits provided to executives are primarily based upon the
competitive practices of similar companies.
The Internal Revenue Code limits 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 in excess
of $1 million, unless certain conditions are met. Because the Committee seeks to
maximize shareholder value, the Committee has taken steps to ensure that any
compensation paid to its executives in excess of $1 million is deductible. For
1998, 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 the Internal
Revenue Code, however, if the Committee determines that the benefits of doing so
outweigh full deductibility.
The Committee believes that its executive compensation program serves the
best interests of the shareholders of Synovus. As described above, a substantial
portion of the compensation of Synovus' executives is directly related to
Synovus' performance. The Committee believes that the performance of Synovus to
date validates its compensation philosophy.
Mason H. Lampton
V. Nathaniel Hansford
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mason H. Lampton and V. Nathaniel Hansford served as members of Synovus'
Compensation Committee during 1998. No member of the Committee is a current or
former officer of Synovus or its subsidiaries.
TRANSACTIONS WITH MANAGEMENT
During 1998, 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.
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.
During 1998, Synovus and its subsidiaries, including Columbus Bank, paid to
W.C. Bradley Co. an aggregate of $70,000, 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 1998 by Synovus Service Corp.,
which is approximately 35,400 square feet, is approximately $88,300. The rent
paid for the space in 1998 by TSYS, which is approximately 71,915 square feet,
is approximately $714,225. 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.
Columbus Bank and W.C.B. Air L.L.C. are parties to a Joint Ownership
Agreement pursuant to which they jointly own or lease aircraft. W. C. Bradley
Co. owns all of the limited liability company interests of W.C.B. Air. Columbus
Bank and W.C.B. Air have each agreed to pay fixed fees for each hour they fly
the aircraft owned and/or leased pursuant to the Joint Ownership Agreement.
Columbus Bank paid an aggregate sum of $2,867,774 for use of the aircraft during
1998 pursuant to the terms of the Joint Ownership Agreement. This amount
represents the charges incurred by Columbus Bank and its affiliated corporations
for use of the aircraft, and includes $1,328,693 for TSYS' use of the aircraft,
for which Columbus Bank was reimbursed by TSYS.
TB&C Bancshares, Inc. is a principal shareholder of Synovus. TB&C
Bancshares is a "family bank holding company" organized by William B. Turner,
and his sisters, Sarah T. Butler and Elizabeth T. Corn. TB&C Bancshares is a
party to a lease agreement pursuant to which it leases voting and certain other
rights in a total of 13,311,843 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 1998, TB&C Bancshares 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. 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. 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 and is a director of Columbus Bank.
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 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 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 and may be deemed to be principal
shareholders of Synovus as a result of their relationship with TB&C Bancshares.
Bradley & Hatcher, a law firm located in Columbus, Georgia, was paid
$68,043 by Synovus Trust Company for the performance of legal services on its
behalf during 1998. Richard Y. Bradley, a director of Synovus, Columbus Bank and
TSYS, is a partner of Bradley & Hatcher.
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 of Beneficially Owned Beneficially Owned
Beneficial Owner as of 12/31/98 as of 12/31/98
- ----------------------- ------------------------- ---------------------------
<S> <C> <C>
Synovus Trust Company 36,058,461<F1> 13.34%
1148 Broadway
Columbus, Georgia 31901
TB&C Bancshares, Inc.<F2> 27,794,554 10.29
1017 Front Avenue
Columbus, Georgia 31901
William B. Turner<F2> 30,454,870<F3><F4> 11.27
P.O. Box 120
Columbus, Georgia 31902
Sarah T. Butler<F2> 30,518,649<F3><F5> 11.29
P.O. Box 120
Columbus, Georgia 31902
Elizabeth T. Corn<F2> 30,911,716<F3><F6> 11.44
P.O. Box 120
Columbus, Georgia 31902
W.B. Turner, Jr.<F2> 30,412,881<F3><F7> 11.25
P.O. Box 120
Columbus, Georgia 31902
Stephen T. Butler<F2> 30,449,230<F3><F8> 11.27
P.O. Box 120
Columbus, Georgia 31902
Elizabeth C. Ogie<F2> 30,546,870<F3><F9> 11.30
P.O. Box 120
Columbus, Georgia 31902
<FN>
- -----------------------------------
<F1> As of December 31, 1998, the banking and trust company subsidiaries of
Synovus, including Columbus Bank through its wholly owned subsidiary
Synovus Trust Company, held in various fiduciary capacities a total of
37,063,176 shares of Synovus Common Stock as to which they possessed sole
or shared voting or investment power. Of this total, Synovus Trust Company
held 21,875,439 shares as to which it possessed sole investment power,
21,400,358 shares as to which it possessed sole voting power, 907,570
shares as to which it possessed shared voting power and 14,183,022 shares
as to which it possessed shared investment power. The other banking and
trust subsidiaries of Synovus held 908,341 shares as to which they
possessed sole voting or investment power and 96,374 shares as to which
they possessed shared voting or investment power. In addition, as of
December 31, 1998, Synovus Trust Company and the banking and trust
subsidiaries of Synovus held in various agency capacities an additional
22,616,070 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 Company and the banking
and trust subsidiaries of Synovus held 22,439,097 and 176,973 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. 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
Bancshares, 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 27,794,554 shares of Synovus Common Stock
beneficially owned by TB&C Bancshares. As TB&C Bancshares owns 10.29% of
the outstanding shares of Synovus Common Stock, TB&C Bancshares is
registered as a bank holding company. To the best of Synovus' knowledge,
the shares of Synovus Common Stock beneficially owned by TB&C Bancshares
qualify for ten votes per share, subject to the completion by TB&C
Bancshares of the Certification contained on its Proxy Card.
<F3> Includes 14,482,711 shares of Synovus Common Stock individually owned by
TB&C Bancshares; 2,568,205 shares held by a charitable foundation of which
each of the directors of TB&C Bancshares is a trustee; in the case of Mrs.
Corn and Mrs. Ogie, 123,948 shares of Synovus Common Stock held by a
charitable foundation of which Mrs. Corn and Mrs. Ogie are trustees; and
13,311,843 shares of Synovus Common Stock beneficially owned by TB&C
Bancshares pursuant to a lease agreement between TB&C Bancshares and
Synovus Trust Company 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 Bancshares leases from Synovus Trust
Company as Trustee of such trusts voting and certain other rights with
respect to the shares of Synovus Common Stock held in the 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 72,294 shares and shared voting or investment power with respect to
19,817 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 65,430 shares and shared voting or investment power with respect to
90,460 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
6,229 shares and shared voting or investment power with respect to 418,780
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 34,481 shares and shared voting or investment power with respect to
15,641 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 81,527 shares and shared voting or investment power with respect to
4,944 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
32,616 shares and shared voting or investment power with respect to 27,547
shares of Synovus Common Stock.
</FN>
</TABLE>
RELATIONSHIPS BETWEEN SYNOVUS, COLUMBUS BANK, TSYS AND CERTAIN OF
SYNOVUS' SUBSIDIARIES AND AFFILIATES
BENEFICIAL OWNERSHIP OF TSYS COMMON STOCK BY COLUMBUS BANK
The following table sets forth, 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, as of
December 31, 1998.
<TABLE>
<CAPTION>
Percentage of
Shares of Outstanding Shares of
TSYS Common Stock TSYS Common Stock
Name and Address of Beneficially Owned Beneficially Owned
Beneficial Owner as of 12/31/98 as of 12/31/98
- ----------------------- ------------------------ ------------------------
<S> <C> <C>
Columbus Bank
and Trust Company 156,601,938<F1><F2> 80.7%
1148 Broadway
Columbus, Georgia 31901
<FN>
- -----------------
<F1> Columbus Bank individually owns these shares.
<F2> As of December 31, 1998, Synovus Trust Company held in various fiduciary
capacities a total of 1,374,779 shares (.71%) of TSYS Common Stock. Of this
total, Synovus Trust Company held 1,052,480 shares as to which it possessed
sole voting power, 997,259 shares as to which it possessed sole investment
power, 315,149 shares as to which it possessed shared voting power and
322,299 shares as to which it possessed shared investment power. The other
banking and trust subsidiaries of Synovus held 750 shares as to which they
possesed sole voting and investment power and no shares as to which they
possessed shared voting or investment power. In addition, as of December
31, 1998, Synovus Trust Company held in various agency capacities an
additional 2,204,208 shares of TSYS Common Stock as to which it possessed
no voting or investment power. Synovus and Synovus Trust Company disclaim
beneficial ownership of all shares of TSYS Common Stock which are held by
Synovus Trust Company in various fiduciary and agency capacities.
</FN>
</TABLE>
Columbus Bank, by virtue of its ownership of 156,601,938 shares, or 80.7%
of the outstanding shares of TSYS Common Stock on December 31, 1998, presently
controls TSYS. Synovus presently controls Columbus Bank.
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.
Elizabeth C. Ogie serves as a member of the Board of Directors of Columbus Bank,
but does not serve as a member 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.
TSYS COMMON STOCK OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table sets forth the number of shares of TSYS Common Stock
beneficially owned by each of Synovus' directors, by each executive officer
named in the Summary Compensation Table on page 9 and by all directors and
executive officers as a group as of December 31, 1998.
- --------------------------------------------------------------------------------
<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 12/31/98 12/31/98 12/31/98 12/31/98
- --------------------------- ------------------- --------------------- ------------------- -------------
<S> <C> <C> <C> <C>
Richard E. Anthony ----- ----- ----- ---
Joe E. Beverly ----- ----- ----- ---
James H. Blanchard 781,200 360,480 1,141,680 *
Richard Y. Bradley 21,329 5,000 26,329 *
Stephen L. Burts,Jr. ----- ----- ----- ---
Walter M. Deriso, Jr. 3,829 3,853 7,682 *
C. Edward Floyd, M.D. ----- ----- ----- ---
Gardiner W. Garrard, Jr. 9,717 ----- 9,717 *
G. Sanders Griffith, III 19,422<F1> ----- 19,422 *
V. Nathaniel Hansford ----- 1,549 1,549 *
John P. Illges, III 102,435 81,750 184,185 *
Mason H. Lampton 26,547 118,684<F2> 145,231 *
Elizabeth C. Ogie 10,200 40,182<F3> 50,382 *
H. Lynn Page 523,541 151,221<F4> 674,762 *
Robert V. Royall 47,500 ----- 47,500 *
Melvin T. Stith ----- ----- ----- ---
William B. Turner 157,528 576,000 733,528 *
James D. Yancey 790,064 24,000 814,064 *
Directors and Executive
Officers as a Group
(23 persons) 2,504,482 1,364,914 3,885,396 2.0
*Less than one percent of the outstanding shares of TSYS Common Stock.
<FN>
- -------------------
<F1> Includes 16,734 shares of TSYS Common Stock with respect to which Mr.
Griffith has no investment power.
<F2> Includes 28,800 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 37,903 shares of TSYS Common Stock held by a charitable foundation
of which Mrs. Ogie is a trustee.
<F4> Includes 55,575 shares of TSYS Common Stock held by a charitable foundation
of which Mr. Page is a trustee.
</FN>
</TABLE>
TRANSACTIONS AND AGREEMENTS BETWEEN SYNOVUS, COLUMBUS BANK, TSYS AND
CERTAIN OF SYNOVUS' SUBSIDIARIES
During 1998, Columbus Bank and certain 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 1998, TSYS derived
$4,225,439 in revenues from Columbus Bank and certain of Synovus' other banking
subsidiaries for the performance of bankcard data processing services and
$175,801 in revenues from Synovus and its subsidiaries for 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., a wholly owned subsidiary of Synovus, provides
various services to Synovus' subsidiary companies, including TSYS. TSYS and
Synovus Service Corp. are parties to Lease Agreements pursuant to which Synovus
Service Corp. leased from TSYS office space for lease payments aggregating
$26,169 during 1998 and TSYS leased from Synovus Service Corp. office space for
lease payments aggregating $27,690 during 1998. Synovus Service Corp. also paid
TSYS $199,492 during 1998 for data processing services. The terms of these
transactions are comparable to those which could have been obtained in
transactions with unaffiliated third parties.
Synovus and TSYS and Synovus Service Corp. and TSYS are parties to
Management Agreements (having one year, automatically renewable, unless
terminated, terms), pursuant to which Synovus and Synovus Service Corp. provide
certain management services to TSYS. During 1998, 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 1998, TSYS paid Synovus and Synovus
Service Corp. management fees of $1,283,494 and $9,892,791, respectively.
Management fees are subject to future adjustments based upon charges at the time
by unrelated third parties for comparable services.
During 1998, Synovus Trust Company served as trustee of various employee
benefit plans of TSYS. During 1998, TSYS paid Synovus Trust Company trustee's
fees under these plans of $258,184.
During 1998, Columbus Depot Equipment Company, a wholly owned subsidiary of
TSYS, and Columbus Bank and 6 of Synovus' other subsidiaries were parties to
Lease Agreements pursuant to which Columbus Bank and 6 of Synovus' other
subsidiaries leased from Columbus Depot Equipment Company computer related
equipment for bankcard and bank data processing services for lease payments
aggregating $90,569. During 1998, Columbus Depot Equipment Company sold Columbus
Bank and certain of Synovus' other subsidiaries computer related equipment for
bankcard and bank data processing services, and monitored such equipment, for
payments aggregating $1,355. 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 1998, Synovus Technologies, Inc., a wholly owned subsidiary of
Synovus, paid TSYS $248,187 for data links, network services and other
miscellaneous items related to the data processing services which Synovus
Technologies provides to its customers, which amount was reimbursed to Synovus
Technologies by its customers. During 1998, Synovus Technologies paid TSYS
$24,900 primarily for computer processing services. During 1998, TSYS and
Synovus Technologies were parties to a Lease Agreement pursuant to which TSYS
leased from Synovus Technologies portions of its office building for lease
payments aggregating $220,000. The charges for processing and other services,
and the terms of the Lease Agreement, are comparable to those between unrelated
third parties.
During 1998, 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 $18,411. During 1998, 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.
In January, 1999, TSYS acquired the assets used by Columbus Bank in the
provision of collection, credit evaluation and customer service services to
credit card issuers in exchange for newly issued shares of TSYS Common Stock
valued at $20,070,000. The terms of the Asset Purchase and Exchange Agreement
executed in connection with the transaction are comparable to those between
unrelated third parties.
During 1998, 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 $1,447,565 for printing and correspondence
services. The charges for these services are comparable to those between
unrelated third parties.
During 1998, TSYS and its subsidiaries were paid $2,342,416 of interest by
Columbus Bank in connection with deposit accounts with, and commercial paper
purchased 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 Columbus Bank and W.C.B. Air L.L.C. Columbus
Bank and W.C.B.Air are parties to a Joint Ownership Agreement pursuant to which
they jointly own or lease aircraft. TSYS paid Columbus Bank $1,328,693 for its
use of the aircraft during 1998. 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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 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 Securities and Exchange Commission 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, 1998 all Section 16(a) filing requirements
applicable to its officers, directors, and greater than ten percent beneficial
owners were complied with.
INDEPENDENT AUDITORS
On March 5, 1999, Synovus' Board of Directors appointed KPMG LLP as the
independent auditors to audit the consolidated financial statements of Synovus
and its subsidiaries for the fiscal year ending December 31, 1999. The Board of
Directors knows of no direct or material indirect financial interest by KPMG in
Synovus or any of its subsidiaries, or of any connection between KPMG and
Synovus or any of its subsidiaries, in any capacity as promoter, underwriter,
voting trustee, director, officer, shareholder or employee.
Representatives of KPMG will be present at Synovus' 1999 Annual Meeting
with the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
GENERAL INFORMATION
FINANCIAL INFORMATION
Detailed financial information for Synovus and its subsidiaries for its
1998 fiscal year is included in Synovus' 1998 Annual Report that is being mailed
to Synovus' shareholders together with this Proxy Statement.
SHAREHOLDER PROPOSALS FOR THE 2000 PROXY STATEMENT
Any shareholder satisfying the Securities and Exchange Commission
requirements and wishing to submit a proposal to be included in the Proxy
Statement for the 2000 Annual Meeting of Shareholders should submit the proposal
in writing to the Secretary, Synovus Financial Corp., 901 Front Avenue, Suite
301, Columbus, Georgia 31901. Synovus must receive a proposal by November 22,
1999 in order to consider it for inclusion in the Proxy Statement for the 2000
Annual Meeting of Shareholders.
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
45 days but not more than 90 days before March 19, 2000 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 the Secretary, Synovus
Financial Corp., 901 Front Avenue, Suite 301, Columbus, Georgia 31901.
This requirement does not apply to the deadline for submitting shareholder
proposals for inclusion in the Proxy Statement (see "Shareholder Proposals for
the 2000 Proxy Statement" above), nor does it apply to questions a shareholder
may wish to ask at the meeting.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be paid by Synovus. This solicitation
is being made by mail, but may also be made by telephone or in person by Synovus
officers and employees. Synovus will reimburse brokerage firms, nominees,
custodians, and fiduciaries for their out-of-pocket expenses for forwarding
proxy materials to beneficial owners.
The above Notice of Annual Meeting and Proxy Statement are sent by order of
the Synovus Board of Directors.
By Order of the Board of Directors
/s/JAMES H. BLANCHARD
JAMES H. BLANCHARD
Chairman of the Board, Synovus Financial Corp.
March 19, 1999
APPENDIX A
[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 II Directors plete and sign this Certificate of Bene-
of Synovus. 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
Richard E. Anthony, Joe E. Beverly, 1,139,063 shares of Synovus Common
Walter M. Deriso, Jr., Mason H. Stock?
Lampton, Elizabeth C. Ogie and Melvin If you answered "No" to Question A,
T. Stith do not answer B or C. Your shares
respresented by the Proxy to the left
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
II director of Synovus, mark more than 1,139,063 shares of
the "For All Except" box and Synovus Common Stock since
strike a line through that February 11, 1995 (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 11, 1995
(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 22, 1999
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. held on record by me or with respect to which I am
entitled to vote on February 11, 1999 at the Annual Meeting of Shareholders
to be held on April 22, 1999 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.
