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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. 24 )*
Synovus Financial Corp.
- --------------------------------------------------------------------------------
(Name of Issuer)
$1.00 Par Value Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
87161C-10-5
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(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 9 pages
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13G
CUSIP No. 87161C-10-5
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Synovus Financial Corp., as Parent Holding Company of its various
banking and trust company subsidiaries, Columbus Bank and Trust
Company, as the Parent Bank of Synovus Trust Company,
and Synovus Trust Company, in various fiduciary capacities.
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
Benefi- 22,308,699
cially
Owned By
Each
Reporting
Person With
6 SHARED VOTING POWER
946,632
7 SOLE DISPOSITIVE POWER
22,647,753
8 SHARED DISPOSITIVE POWER
14,279,396
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,063,176
(Includes Beneficial Ownership disclaimed)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.7%
12 TYPE OF REPORTING PERSON
BK and HC
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Page 2 of 9
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Page 3 of 9
SCHEDULE 13G UNDER THE SECURITIES
EXCHANGE ACT OF 1934
Check the following box if a fee is being paid with this statement. [ ]
1. (a) Name of Issuer: Synovus Financial Corp.
(b) Address of Issuer's Principal Executive Offices:
One Arsenal Place
901 Front Avenue, Suite 301
Columbus, Georgia 31901
2. (a) & (b) Name and Principal Business Office of Persons Filing:
Synovus Trust Company, 1148 Broadway
Columbus, Georgia 31901
Columbus Bank and Trust Company, 1148 Broadway
Columbus, Georgia 31901
Synovus Financial Corp., One Arsenal Place, 901 Front Avenue
Suite 301, Columbus, Georgia 31901
(c) Citizenship:
Synovus Financial Corp. is a Georgia business corporation and its
banking and trust company subsidiaries, including Synovus Trust
Company and Columbus Bank and Trust Company, are Georgia, Florida,
Alabama and National Banking corporations and trust companies.
(d) Title of class of securities: $1.00 par value common stock.
(e) CUSIP No. 87161C-10-5
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
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Page 4 of 9
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment. Advisers Act of 1940
(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 37,063,176
(b) Percent of Class: 13.7%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
22,308,699
(ii) Shared power to vote or to direct the vote
946,632
(iii) Sole power to dispose or to direct the disposition of
22,647,753
(iv) Shared power to dispose or to direct the disposition of
14,279,396
For an additional discussion on this item, see Exhibits "A", "B" and "C"
attached hereto.
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Page 5 of 9
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 "C"
8. Identification and Classification of Members of the Group.
Not Applicable
9. Notice of Dissolution of Group.
Not Applicable
<PAGE>
Page 6 of 9
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 and do not have 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.
SYNOVUS FINANCIAL CORP.
By: /s/G. Sanders Griffith, III
G. Sanders Griffith, III
Senior Executive Vice President
1/25/99
Date
COLUMBUS BANK AND TRUST
COMPANY
By: /s/James D. Yancey
James D. Yancey
Chairman of the Board
1/25/99
Date
SYNOVUS TRUST COMPANY
By: /s/George G. Flowers
George G. Flowers
President
1/25/99
Date
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Page 7 of 9
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. possessed neither sole nor shared voting or investment power in
connection with 22,616,070 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. See Exhibit "C".
<PAGE>
Page 8 of 9
EXHIBIT "B"
As of December 31, 1998, Synovus Trust Company, a wholly-owned trust
company subsidiary of Columbus Bank and Trust Company, a wholly-owned banking
subsidiary of Synovus Financial Corp., all of which are signatory parties
hereto, possessed in various fiduciary capacities, the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of
13.3% of the class of the securities which is the subject of this report, as set
forth below, the beneficial ownership of which is disclaimed. The other known
persons having the right, as of December 31, 1998, 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, are other banking and
trust company subsidiaries of Synovus Financial Corp. as identified in Exhibit
"C", the beneficial ownership of which is disclaimed. None of such other banking
subsidiaries, as of December 31, 1998, individually or in the aggregate,
possessed such right or power relating to more than five percent of the class of
securities which is the subject of this report.
Held by Synovus Trust Company in various fiduciary capacities 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>
21,400,358 907,570 21,875,439 14,183,022
</TABLE>
<PAGE>
Page 9 of 9
EXHIBIT "C"
Identified below are the subsidiaries of Synovus Financial Corp. and its
wholly-owned banking subsidiary, Columbus Bank and Trust Company, which hold, in
various fiduciary capacities, the class of securities which is the subject of
this report.
(1) Synovus Trust Company, a trust company subsidiary of Columbus Bank and
Trust Company.
(2) Synovus Trust Company (Florida), a trust company subsidiary of Synovus
Trust Company.
(3) The National Bank of South Carolina, a banking subsidiary of Synovus
Financial Corp.
The respective beneficial ownership by those subsidiaries of Synovus Financial
Corp. that held, as of December 31, 1998, the class of securities which is the
subject of this report is identified below.
(1) Synovus Trust Company, Synovus Trust Company (Florida), and The National
Bank of South Carolina maintained in various fiduciary capacities as to
which they possessed sole voting power, 21,400,358; 453,020; and 455,321
shares, respectively, and as to which they possessed sole dispositive
power, 21,875,439; 453,020; and 319,294 shares, respectively, of the class
of securities which is the subject of this report, the beneficial ownership
of which is disclaimed.
(2) Synovus Trust Company and The National Bank of South Carolina maintained in
various fiduciary capacities as to which they possessed shared voting
power, 907,570 and 39,062 shares respectively, and as to which they
possessed shared dispositive power, 14,183,022 and 96,374 shares,
respectively, of the class of securities which is the subject of this
report, the beneficial ownership of which is disclaimed.
In addition to the foregoing, and as referenced in Exhibit "A" hereto,
Synovus Trust Company, a trust company subsidiary of Columbus Bank and Trust
Company, Synovus Trust Company (Florida) a trust company subsidiary of Synovus
Trust Company, and The National Bank of South Carolina a banking subsidiary of
Synovus Financial Corp., maintained as of December 31, 1998, in various agency,
custody, safekeeping or asset management capacities, or with brokers, for
various agency, custody, safekeeping or asset management customers: 22,439,097;
170,526; and 6,447 shares, respectively, or an aggregate of 22,616,070 shares,
of the class of securities which is the subject of this report.
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