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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 16 )*
Total System Services, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
$.10 Par Value Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
891906-10-9
- --------------------------------------------------------------------------------
(CUSIP Number)
December 31, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
SEC 1745(3-98)
Page 1 of 8 pages
<PAGE>
13G
CUSIP No. 891906-10-9
- -----------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Columbus Bank and Trust Company, as parent holding company and in
various fiduciary capacities, and Synovus Financial Corp. as parent
holding company of Columbus Bank and Trust Company.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
Number of 5 SOLE VOTING POWER
Shares 156,601,938 - Beneficial ownership recognized
Benefi- 1,053,230 - Beneficial ownership disclaimed; Held as
cially fiduciary
Owned By
Each
Reporting
Person With
6 SHARED VOTING POWER
315,149 - Beneficial ownership disclaimed; Held as
fiduciary
7 SOLE DISPOSITIVE POWER
156,601,938 - Beneficial ownership recognized
998,009 - Beneficial ownership disclaimed; Held as
fiduciary
8 SHARED DISPOSITIVE POWER
322,299 - Beneficial ownership disclaimed; Held as
fiduciary
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(Includes Beneficial Ownership disclaimed)
157,977,467
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
81.4%
(Calculated excluding from outstanding shares all shares owned by
Issuer as Treasury shares)
12 TYPE OF REPORTING PERSON
BK and HC
- -------- -----
Page 2 of 8
<PAGE>
Page 3 of 8
SCHEDULE 13G UNDER THE SECURITIES
EXCHANGE ACT OF 1934
1. (a) Name of Issuer: Total System Services, Inc.
(b) Address of Issuer's Principal Executive Offices:
1200 Sixth Avenue
Columbus, Georgia 31901
2. (a) & (b) Name and Principal Business Office of Person Filing:
Synovus Financial Corp., One Arsenal Place, 901 Front Avenue,
Suite 301
Columbus, Georgia 31901
Columbus Bank and Trust Company, 1148 Broadway
Columbus, Georgia 31901
(c) Citizenship:
Columbus Bank and Trust Company, Synovus Financial Corp., and
Total System Services, Inc. are Georgia corporations, with
Columbus Bank and Trust Company being a Georgia banking
corporation, and Synovus Financial Corp. and Total System
Services, Inc. being Georgia business corporations.
(d) Title of class of securities: $.10 par value common stock.
(e) CUSIP No. 891906-10-9
3. Check whether person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [X] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act of 1940
(e) [ ] Investment Adviser registered under section 203 of the
Investment. Advisers Act of 1940
<PAGE>
Page 4 of 8
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund;
see ss. 240.13d-1(b)(1)(ii)(F)
(g) [X] Parent Holding Company, in accordance with
ss. 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(H)
4. Ownership:
(a) Amount beneficially owned (Includes shares as to which beneficial
ownership is disclaimed).
December 31, 1998 157,977,467
(b) Percent of Class: 81.4% (Calculated excluding from outstanding
shares all shares owned by the Issuer as treasury shares).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
156,601,938 - Beneficial ownership recognized
1,053,230 - Beneficial ownership disclaimed; held as
fiduciary
(ii) Shared power to vote or to direct the vote
315,149 - Beneficial ownership disclaimed; held as
fiduciary
(iii) Sole power to dispose or to direct the disposition of
156,601,938 - Beneficial ownership recognized
998,009 - Beneficial ownership disclaimed; held as
fiduciary
(iv) Shared power to dispose or to direct the disposition of
322,299 - Beneficial ownership disclaimed; held as
fiduciary
For an additional discussion on this item, see Exhibits "A" and "B"
attached hereto.
<PAGE>
Page 5 of 8
5. Ownership of Five Percent or Less of a Class.
Not Applicable
6. Ownership of More than Five Percent on Behalf of Another Person.
SEE EXHIBIT "B"
7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
SEE EXHIBIT "B"
8. Identification and Classification of Members of the Group.
Not Applicable
9. Notice of Dissolution of Group.
Not Applicable
10. Certification. By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect. After reasonable
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
COLUMBUS BANK AND TRUST
COMPANY
By: /s/James D. Yancey
James D. Yancey
Chairman of the Board
1/25/99
Date
SYNOVUS FINANCIAL CORP.
By: /s/G. Sanders Griffith, III
G. Sanders Griffith, III
Senior Executive Vice President
1/25/99
Date
<PAGE>
Page 6 of 8
EXHIBIT "A"
In addition to the securities identified in the response to Item 4, as of
December 31, 1998, the banking and trust company subsidiaries of Synovus
Financial Corp., including Columbus Bank and Trust Company and its trust company
subsidiary, possessed neither sole nor shared voting or investment power in
connection with 2,204,208 shares of the class of securities which is the subject
of this report, which were held in various agency, custody, safekeeping or asset
management capacities, or with brokers, for various agency, custody, safekeeping
or asset management customers. Such securities are not included in the response
to such item in this report. However, appropriate disclosures will be included
in all future reports to identify the volume of such securities held in agency,
custody, safekeeping, asset management or other capacities in which they possess
neither sole or shared voting or investment power.
<PAGE>
Page 7 of 8
EXHIBIT "B"
As of December 31, 1998, Columbus Bank and Trust Company, the parent
holding company of the issuer, as well as a banking subsidiary of Synovus
Financial Corp. and a signatory party hereto, possessed the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of 80.7% of the class of the securities which is the subject of this report,
equal to 156,601,938 shares, of which the beneficial ownership is recognized. In
addition, 1,375,529 shares of the class of securities which is the subject of
this report are held in a fiduciary capacity by Columbus Bank and Trust
Company's wholly-owned trust company subsidiary, Synovus Trust Company ("Synovus
Trust"), and Synovus Trust's wholly-owned trust company subsidiary, the
beneficial ownership of which is disclaimed, as set forth below. None of the
other subsidiaries of any of the signatory parties hereto have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the class of securities which is the subject of this report,
as of December 31, 1998. None of such subsidiaries, individually or in the
aggregate, possesses such right or power relating to more than five percent of
the class of the securities which is the subject of this report.
<PAGE>
Page 8 of 8
Held by Columbus Bank and Trust Company and its wholly-owned trust
company subsidiary, Synovus Trust Company, as of December 31, 1998.
<TABLE>
<CAPTION>
Sole Shared Sole Power Shared Power
Voting Power Voting Power To Dispose To Dispose
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
156,601,938<F1> 315,149<F2> 156,601,938<F1> 322,299<F2>
1,052,480<F2> 997,259<F2>
<F1> Columbus Bank and Trust Company is the registered owner and possesses sole
voting and dispositive power with respect to 156,601,938 shares of the
class of the securities which is the subject of this report, the beneficial
ownership of which is recognized.
<F2> As of December 31, 1998, Synovus Trust Company, the wholly-owned trust
company subsidiary of Columbus Bank and Trust Company, held in various
fiduciary capacities 1,052,480 shares as to which it possessed sole voting
power, 997,259 shares as to which it possessed sole dispositive power,
315,149 shares as to which it possessed shared voting power, and 322,299
shares as to which it possessed shared dispositive power, of the class of
the securities which is the subject of this report, the beneficial
ownership of which is disclaimed. In addition, Synovus Trust Company's
wholly-owned trust company subsidiary, Synovus Trust Company (Florida) held
in various fiduciary capacities 750 shares as to which it possessed sole
voting and dispositive power and no shares as to which it possessed shared
voting or dispositive power.
</TABLE>
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