As filed with the Securities and Exchange Commission on February 23, 1999
Registration No. 333 -____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SYNOVUS FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Georgia 58-1134883
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
901 Front Avenue
Suite 301
Columbus, Georgia 31901
(Address of Principal (Zip Code)
Executive Offices)
Kathleen Moates
Senior Vice President and Deputy General Counsel
Synovus Financial Corp.
901 Front Avenue
Suite 202
Columbus, Georgia 31901
(706) 649-4818
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is registering additional securities pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Title of Proposed Proposed
each class Amount maximum maximum Amount of
of securities to be to be offering aggregate registration
registered registered price per share offering price fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value 333,163 <F1> $ 24.63 <F2> $8,205,805 <F2> $2,282 <F2>
Common Stock Rights 333,163 <F3> <F3> <F3>
<FN>
<F1> If, prior to the completion of the distribution of the Common Stock covered
by this registration statement, additional shares of Common Stock are
issued or issuable as a result of a stock split or stock dividend, this
registration statement shall be deemed to cover such additional shares
resulting from the stock split or stock dividend pursuant to Rule 416 of
the Securities Act of 1933.
<F2> Determined pursuant to Rule 457(h) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee and represents the
average of the high and low prices of the Common Stock of Synovus Financial
Corp. on the New York Stock Exchange on February 22, 1999.
<F3> The Common Stock Rights (the "Rights") are attached to and trade with the
Common Stock of Synovus Financial Corp. The value, if any, attributable to
the Rights is reflected in the market price of the Common Stock of Synovus
Financial Corp.
</FN>
</TABLE>
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
P R O S P E C T U S
333,163 Shares
SYNOVUS FINANCIAL CORP.
Common Stock
--------------------
Certain shareholders of Synovus Financial Corp. are offering 333,163 shares
of Synovus common stock for sale under this prospectus. These shareholders are
referred to as "selling shareholders." We will not receive any proceeds from the
sale of these shares.
The selling shareholders acquired their shares of Synovus common stock from
us on January 31, 1999 when Canterbury Trust Company, Inc., a company that the
selling shareholders owned, merged with a subsidiary of Synovus.
The selling shareholders may offer their Synovus common stock through
public or private transactions, on or off the United States exchanges at either
prevailing market prices or privately negotiated prices.
The Synovus common stock is listed on the New York Stock Exchange under the
trading symbol "SNV." On Feruary 22, 1999, the closing price of one share of
Synovus common stock on the New York Stock Exchange was $24.94.
Our principal executive offices are located at One Arsenal Place, 901 Front
Avenue, Suite 301, Columbus, Georgia 31091 and our telephone number is (706)
649-2387.
--------------------
Neither the Securities and Exchange Commission, nor any State securities
commission, has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
--------------------
The date of this prospectus is __________, 1999.
1
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's Website at http://www.sec.gov. Reports, proxy statements and
other information should also be available for inspection at the offices of the
NYSE.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until this offering is completed:
(1) Annual Report on Form 10-K for the year ended December 31, 1997;
(2) Quarterly Reports on Form 10-Q for the periods ended March 31, 1998,
June 30, 1998 and September 30, 1998;
(3) Current Reports on Form 8-K, filed on March 9, 1998, April 23, 1998,
May, 18, 1998, June 5, 1998, July 15, 1998 and September 1, 1998;
(4) The description of Synovus common stock contained in Synovus'
Registration Statement on Form 8-A filed with the SEC on August 21,
1989; and
(5) The description of the common stock Rights of Synovus contained in
Synovus'Registration Statment on Form 8-A filed with the SEC on
May 3, 1989.
You may request a copy of any of these filings, at no cost, by writing or
telephoning us at the following address:
Director of Investor Relations
Synovus Financial Corp.
901 Front Avenue, Suite 201
Columbus, Georgia 31901
(706) 649-5220
This prospectus is part of a registration statement we filed with the SEC
(Registration No. 333-__________). You should rely only on the information
incorporated by reference or provided in this prospectus or any supplement. We
have authorized no one to provide you with different information. The selling
shareholders will not make an offer of their shares of Synovus common stock in
any State where the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.
2
THE COMPANY
Synovus is a multi-financial services company organized under the laws of
the state of Georgia. Synovus common stock is traded on the New York Stock
Exchange under the trading symbol "SNV." Synovus has 36 banks serving
communities throughout Georgia, Alabama, Florida and South Carolina. Synovus
owns 80.8% of Total System Services, Inc., one of the world's largest credit,
debit, commercial and private label card processing companies. The stock of
Total System Services, Inc. is traded on the New York Stock Exchange under the
trading symbol "TSS." Synovus also has other non-banking subsidiaries that
provide support services and specialized financial services including trust
services, brokerage services and mortgage banking services. The principal
executive offices of Synovus are located at 901 Front Avenue, Suite 301,
Columbus, Georgia 31901 and Synovus' telephone number is (706) 649-2387.
FORWARD - LOOKING INFORMATION
Certain statements included or incorporated by reference in this prospectus
are "forward- looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1933, as amended, and are subject to the safe harbor provisions of those
Acts. When used in this prospectus or in information incorporated by reference
herein, the words "believes," "expects," "anticipates," "estimates" or
"intends," and similar expressions, are intended to identify forward-looking
statements. These forward-looking statements involve a number of risks and
uncertainties that could cause actual results to differ materially from those
expressed or reflected in such statements. Important factors which may affect
our future results and could cause those results to differ materially from the
results expressed or reflected in the forward-looking statements are identified
from time to time in our reports and other filings with the Securities and
Exchange Commission.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares of Synovus common
stock by the selling shareholders.
SELLING SHAREHOLDERS
On January 31, 1999, we acquired Canterbury Trust Company, Inc. by means of
a merger of Canterbury and a subsidiary of Synovus. The selling shareholders
were shareholders of Canterbury at the time of the merger and received their
shares of Synovus common stock as part of the purchase price we paid for
Canterbury in the merger. In connection with this acquisition, we also agreed to
register the shares of Synovus common stock received by the former Canterbury
shareholders so that they may resell their shares of Synovus common stock if
they so desire. The registration of these shares does not necessarily mean that
a particular selling shareholder will sell his or her shares of Synovus common
stock. The 333,163 shares offered through this prospectus represent
approximately .12% of the shares of Synovus common stock outstanding on February
11, 1999.
3
PLAN OF DISTRIBUTION
The selling shareholders and their donees or pledgees may offer their
shares of Synovus common stock at various times in one or more of the following
transactions:
(1) on any of the United States securities exchanges where our stock is
listed, including the New York Stock Exchange;
(2) in the over-the-counter market;
(3) in negotiated transactions;
(4) in connection with short sales of shares of Synovus common stock;
(5) by pledge to secure debts and other obligations;
(6) in connection with the writing of non-traded and exchange-traded call
options, in hedge transactions and in settlement of other transactions
in standardized or over-the-counter options; or
(7) in a combination of any of the above transactions.
The selling shareholders may sell their shares of Synovus common stock at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices.
The selling shareholders may use broker-dealers to sell their shares of
Synovus common stock. If this happens, broker-dealers will either receive
discounts or commissions from the selling shareholders, or they will receive
commissions from purchasers of shares of Synovus common stock for whom they
acted as agents.
The selling shareholders and the broker-dealers they use to sell their
shares of Synovus common stock may be deemed to be "underwriters" under the
Securities Act of 1933 and any commission the broker-dealers receive and any
profits they may make in resale of shares of Synovus common stock while acting
as principals may be deemed "underwriting discounts or commissions" under that
Act. If the broker-dealers purchase shares of Synovus common stock from the
selling shareholders for their own accounts ("as principals"), they may make a
profit by reselling the shares of Synovus common stock.
We agreed to indemnify the selling shareholders against certain
liabilities, including liabilities under the Securities Act of 1933. Synovus is
aware of the Securities and Exchange Commission's position that indemnification
for liability arising under the Securities Act of 1933, as amended, is against
public policy and is therefore unenforceable.
LEGAL MATTERS
Kathleen Moates, Senior Vice President and Deputy General Counsel of
Synovus, will issue an opinion about the legality of the shares of Synovus
common stock being offered by this prospectus.
4
EXPERTS
The audited consolidated financial statements of our company included in
our Annual Report on Form 10-K and incorporated by reference in this prospectus
have been audited by KPMG LLP, independent certified public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said reports.
5
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 1. Other Expenses of Issuance and Distribution.
Registration fee to the Securities
and Exchange Commission $ 2,282
Accounting fees and expenses $ 1,000
Legal fees and expenses $ 1,000
Miscellaneous expenses $ 500
--------
Total $ 4,782
The foregoing items, except for the SEC registration fee, are estimated.
The Registrant has agreed to bear all expenses (other than selling commissions)
in connection with the registration and sale of the shares.
Item 15. Indemnification of Directors and Officers.
Subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code
provides that a corporation may indemnify or obligate itself to indemnify an
individual made a party to a proceeding because he or she is or was a director
against liability incurred in the proceeding if such individual conducted
himself or herself in good faith and such individual reasonably believed, in the
case of conduct in an official capacity, that such conduct was in the best
interests of the corporation and, in all other cases, that such conduct was at
least not opposed to the best interests of the corporation and, in the case of
any criminal proceeding, such individual had no reasonable cause to believe such
conduct was unlawful. Subsection (d) of Section 14-2-851 of the Georgia Business
Corporation Code provides that a corporation may not indemnify a director in
connection with a proceeding by or in the right of the corporation except for
reasonable expenses incurred if it is determined that the director has met the
relevant standard of conduct, or in connection with any proceeding with respect
to conduct under Section 14-2-851 of the Georgia Business Corporation Code for
which he was adjudged liable on the basis that personal benefit was improperly
received by him. Notwithstanding the foregoing, pursuant to Section 14-2-854 of
the Georgia Business Corporation Code, a court may order a corporation to
indemnify a director or advance expenses if such court determines that the
director is entitled to indemnification under the Georgia Business Corporation
Code or that the director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not such director met the
standard of conduct set forth in subsections (a) and (b) of Section 14-2-851 of
the Georgia Business Corporation Code, failed to comply with Section 14-2-853 of
the Georgia Business Corporation Code or was adjudged liable as described in
paragraph (1) or (2) of subsection (d) of Section 14-2-851 of the Georgia
Business Corporation Code.
Section 14-2-852 of the Georgia Business Corporation Code provides that to
the extent that a director has been successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party, because he or she is or
was a director of the corporation, the
II-1
corporation shall indemnify the director against reasonable expenses incurred
by the director in connection therewith.
Section 14-2-857 of the Georgia Business Corporation Code provides that a
corporation may indemnify and advance expenses to an officer of the corporation
who is a party to a proceeding because he or she is an officer of the
corporation to the same extent as a director and if he or she is not a director
to such further extent as may be provided in its articles of incorporation,
bylaws, action of its board of directors or contract except for liability
arising out of conduct specified in Section 14-2-857(a)(2) of the Georgia
Business Corporation Code. Section 14-2-857 of the Georgia Business Corporation
Code also provides that an officer of the corporation who is not a director is
entitled to mandatory indemnification under Section 14-2-852 and is entitled to
apply for court ordered indemnification or advances for expenses under Section
14-2-854, in each case to the same extent as a director. In addition, Section
14-2-857 provides that a corporation may also indemnify and advance expenses to
an employee or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, action of
its board of directors or contract.
In accordance with Article VIII of Synovus' Bylaws, every person who is or
was (and the heirs and personal representatives of such person) a director,
officer, employee or agent of Synovus shall be indemnified and held harmless by
Synovus from and against the obligation to pay a judgment, settlement, penalty,
fine (including an excise tax assessed with respect to an employee benefits
plan), and reasonable expenses (including attorneys' fees and disbursements)
that may be imposed upon or incurred by him or her in connection with or
resulting from any threatened, pending, or completed, action, suit, or
proceeding, whether civil, criminal, administrative, investigative, formal or
informal, in which he or she is, or is threatened to be made, a named defendant
or respondent: (a) because he or she is or was a director, officer, employee, or
agent of Synovus; (b) because he or she or is or was serving at the request of
Synovus as a director, officer, partner, trustee, employee, or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise; or (c) because he or she is or was serving as an employee of the
corporation who was employed to render professional services as a lawyer or
accountant to the corporation; regardless of whether such person is acting in
such a capacity at the time such obligation shall have been imposed or incurred
if (i) such person acted in a manner he or she believed in good faith to be in
or not opposed to the best interest of such corporation, and, with respect to
any criminal proceeding, if such person had no reasonable cause to believe his
or her conduct was unlawful or (ii), with respect to an employee benefit plan,
such person believed in good faith that his or her conduct was in the interests
of the participants in and beneficiaries of the plan.
Pursuant to Article VIII of the Bylaws of Synovus, reasonable expenses
incurred in any proceeding shall be paid by Synovus in advance of the final
disposition of such proceeding if authorized by the Board of Directors in the
specific case, or if authorized in accordance with procedures adopted by the
Board of Directors, upon receipt of a written undertaking executed personally by
or on behalf of the director, officer, employee or agent to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by Synovus, and a written affirmation of his or her good faith
belief that he or she has met the standard of conduct
II-2
required for indemnification.
The foregoing rights of indemnification and advancement of expenses are not
intended to be exclusive of any other right to which those indemnified may be
entitled, and Synovus has reserved the right to provide additional indemnity and
rights to its directors, officers, employees or agents to the extent they are
consistent with law.
Synovus carries insurance for the purpose of providing indemnification to
its directors and officers. Such policy provides for indemnification of Synovus
for losses and expenses it might incur to its directors and officers for
successful defense of claims alleging negligent acts, errors, omissions or
breach of duty while acting in their capacity as directors or officers and
indemnification of its directors and officers for losses and expense upon the
unsuccessful defense of such claims.
Item 16. Exhibits.
4.1 Articles of Incorporation of Synovus., as amended, incorporated by
reference to Exhibit 4(a) of Synovus' Registration Statement on Form S-8
filed with the Securities and Exchange Commission on July 23, 1990 (File
No. 33-35926).
4.2 Bylaws, as amended, of Synovus.
4.3 Form of Rights Agreement incorporated by reference to Exhibit 1 of Synovus'
Registration Statement on Form 8-A dated May 3, 1989, filed with the
Securities and Exchange Commission on May 3, 1989, pursuant to the Section
12 of the Exchange Act.
5 Legal opinion of Kathleen Moates, Deputy General Counsel of Synovus, as to
the legality of the securities being registered.
23.1 Consent of KPMG Peat Marwick, LLP.
23.2 Consent of Kathleen Moates, Deputy General Counsel of Synovus, is contained
in her opinion filed as Exhibit 5 hereto.
24 Power of Attorney (see signature page to this Registration Statement).
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
II-3
3
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction to the questions whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Georgia, on the 23 day of
February, 1999.
SYNOVUS FINANCIAL CORP.
(Registrant)
By:/s/James H. Blanchard
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James H. Blanchard, James D. Yancey and Stephen
L. Burts, Jr., and each of them, his or her true and lawful attorney(s)-in-fact
and agent(s), with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
or all amendments to this Registration Statement and to file the same, with all
exhibits and schedules thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney(s)-in-fact and agent(s) full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney(s)-in-fact and
agent(s), or their substitute(s), may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/William B. Turner Date: February 23, 1999
- --------------------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee
/s/James H. Blanchard Date: February 23, 1999
- --------------------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
II-5
/s/James D. Yancey Date: February 23, 1999
- --------------------------------------------
James D. Yancey,
President and Director
/s/Richard E. Anthony Date: February 23, 1999
- --------------------------------------------
Richard E. Anthony,
Vice Chairman of the Board
/s/Walter M. Deriso, Jr. Date: February 23, 1999
- --------------------------------------------
Walter M. Deriso, Jr.,
Vice Chairman of the Board
/s/Stephen L. Burts, Jr. Date: February 23, 1999
- --------------------------------------------
Stephen L. Burts, Jr.,
Vice Chairman of the Board
/s/Thomas J. Prescott Date: February 23, 1999
- --------------------------------------------
Thomas J. Prescott,
Executive Vice President, Treasurer,
Principal Accounting and Financial Officer
Date:
- --------------------------------------------
Joe E. Beverly,
Director
/s/Richard Y. Bradley Date: February 23, 1999
- --------------------------------------------
Richard Y. Bradley,
Director
Date:
- --------------------------------------------
C. Edward Floyd,
Director
/s/Gardiner W. Garrard, Jr. Date: February 23, 1999
- --------------------------------------------
Gardiner W. Garrard, Jr.,
Director
Date:
- --------------------------------------------
V. Nathaniel Hansford,
Director
II-6
/s/John P. Illges, III Date: February 23, 1999
- --------------------------------------------
John P. Illges, III,
Director
/s/Mason H. Lampton Date: February 23, 1999
- --------------------------------------------
Mason H. Lampton,
Director
Date:
- --------------------------------------------
Elizabeth C. Ogie,
Director
/s/H. Lynn Page Date: February 23, 1999
- --------------------------------------------
H. Lynn Page,
Director
Date:
- --------------------------------------------
Robert V. Royall, Jr.,
Director
Date:
- --------------------------------------------
Melvin T. Stith,
Director
II-7
EXHIBIT INDEX
Exhibit
Number Description
4.1 Articles of Incorporation of Synovus, as amended, incorporated by reference
to Exhibit 4(a) of Synovus' Registration Statement on Form S-8 filed with
the Securities and Exchange Commission on July 23, 1990 (File No.
33-35926).
4.2 Bylaws, as amended, of Synovus.
4.3 Form of Rights Agreement incorporated by reference to Exhibit 1 of Synovus'
Registration Statement on Form 8-A dated May 3, 1989, filed with the
Securities and Exchange Commission on May 3, 1989, pursuant to the Section
12 of the Exchange Act.
5 Legal opinion of Kathleen Moates, Deputy General Counsel of Synovus, as to
the legality of the securities being registered.
23.1 Consent of KPMG Peat Marwick, LLP.
23.2 Consent of Kathleen Moates, Deputy General Counsel of Synovus, is
contained in her opinion filed as Exhibit 5 hereto.
24 Power of Attorney (see signature page to this Registration Statement).
filings\snv\canterby.s3
II-8
As Amended
Effective November 17, 1998
BYLAWS
OF
SYNOVUS FINANCIAL CORP.
ARTICLE I.
OFFICES
Section 1. Principal Office.
The principal office for the transaction of the business of the
corporation shall be located in Muscogee County, Georgia, at such place within
said County as may be fixed from time to time by the Board of Directors.
Section 2. Other Offices.
Branch offices and places of business may be established at any
time by the Board of Directors at any place or places where the corporation is
qualified to do business, whether within or without the State of Georgia.
ARTICLE II.
SHAREHOLDERS' MEETINGS
Section 1. Meetings, Where Held.
Any meeting of the shareholders of the corporation, whether an
annual meeting or a special meeting, may be held either at the principal office
of the corporation or at any place in the United States within or without the
State of Georgia.
Section 2. Annual Meeting.
The annual meeting of the shareholders of the corporation for the
election of Directors and for the transaction of such other business as may
properly come before the meeting shall be held on such date and at such time and
place as is determined by the Board of Directors of the corporation each year.
Provided, however, that if the Board of Directors shall fail to set a date for
the annual meeting of shareholders in any year, that the annual meeting of the
shareholders of the corporation shall be held on the fourth Thursday in April of
each year; provided, that if said day shall fall upon a legal holiday, then such
annual meeting shall be held on the next day thereafter ensuing which is not a
legal holiday. In addition to any other applicable requirements, for business to
properly come before the meeting, notice of any nominations of persons for
election to the Board of Directors or of any other business to be brought before
an annual meeting of shareholders by a shareholder must be provided in writing
to the Secretary of the corporation not later than the close of business on the
45th day nor earlier than the close of business on the 90th day prior to the
date of the proxy statement released to shareholders in connection
1
with the previous year's annual meeting and such business must constitute a
proper subject to be brought before such meeting. Such shareholder's notice
shall set forth (a) as to each person whom the shareholder proposes to nominate
for election as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including such person's written
consent to being named in the Proxy Statement in connection with such annual
meeting as a nominee and to serving as a director if elected), and evidence
reasonably satisfactory to the corporation that such nominee has no interests
that would limit such nominee's ability to fulfill his or her duties of office;
(b) as to any other business that the shareholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such shareholder and the beneficial owner,
if any, on whose behalf the proposal is made; and (c) as to the shareholder
giving the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (i) the name and address of such shareholder, as
they appear on the corporation's books, and of such beneficial owner and (ii)
the class and number of shares of the corporation that are owned beneficially
and held of record by such shareholder and such beneficial owner.
Notwithstanding anything in these bylaws to the contrary, no business shall be
conducted at the annual meeting except in accordance with the procedures set
forth in this Section 2. The Chairman of the Board of Directors shall, if the
facts warrant, determine and declare to the meeting that business has not been
properly brought before the meeting in accordance with the provisions of this
Section 2, and if the Chairman should so determine, the Chairman shall so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted.
Section 3. Special Meetings.
A special meeting of the shareholders of the corporation, for any
purpose or purposes whatsoever, may be called at any time by the Chairman
of the Board, any Vice Chairman of the Board, the President, any Vice President,
a majority of the Board of Directors, or one or more shareholders of the
corporation representing at least 66 2/3% of the votes entitled to be cast by
the holders of all of the issued and outstanding shares of common stock of the
corporation. Such a call for a special meeting must state the purpose of the
meeting. This section, as it relates to the call of a special meeting of the
shareholders of the corporation by one or more shareholders representing at
least 66 2/3% of the votes entitled to be cast by the holders of all of the
issued and outstanding shares of common stock of the corporation shall not be
altered, deleted or rescinded except upon the affirmative vote of the
shareholders of the corporation representing at least 66 2/3% of the votes
entitled to be cast by the holders of all of the issued and outstanding shares
of common stock of the corporation.
Section 4. Notice of Meetings.
Unless waived, written notice of each annual meeting and of each
special meeting of the shareholders of the corporation shall be given to each
shareholder of record entitled to vote, either personally or by first class
mail (postage prepaid) addressed to such
2
shareholder at his last known address, not less than ten (10) days nor more
than seventy (70) days prior to said meeting. Such written notice shall specify
the place, day and hour of the meeting; and in the case of a special meeting, it
shall also specify the purpose or purposes for which the meeting is called.
Section 5. Waiver of Notice.
Notice of an annual or special meeting of the shareholders of the
corporation may be waived by any shareholder, either before or after the
meeting; and the attendance of a shareholder at a meeting, either in person or
by proxy, shall of itself constitute waiver of notice and waiver of any and all
objections to the place or time of the meeting, or to the manner in which it has
been called or convened, except when a shareholder attends solely for the
purpose of stating, at the beginning of the meeting, an objection or objections
to the transaction of business at such meeting.
Section 6. Quorum, Voting and Proxy.
Shareholders representing a majority of the votes entitled to be
cast by the holders of all of the issued and outstanding shares of common
stock of the corporation shall constitute a quorum at a shareholders' meeting.
Any shareholder may be represented and vote at any shareholders' meeting by
written proxy filed with the Secretary of the corporation on or before the date
of such meeting; provided, however, that no proxy shall be valid for more than
11 months after the date thereof unless otherwise specified in such proxy.
The common stock of the corporation shall have the following voting rights:
(a) Except as otherwise provided in paragraph (b) below, every holder
of record of the common stock shall be entitled to one (1) vote in person
or by proxy on each matter submitted to a vote at a meeting of shareholders for
each share of the common stock held of record by such holder as of the record
date of such meeting.
(b) Notwithstanding paragraph (a) above, every holder of record of a
share of the common stock meeting any one of the following criteria, shall be
entitled to ten (10) votes in person or by proxy on each matter submitted to a
vote at a meeting of shareholders for each share of the common stock held of
record by such holder as of the record date of such meeting which:
(1) has had the same beneficial owner since April 24, 1986; or
(2) has had the same beneficial owner for a continuous period
of greater than 48 months prior to the record date of such meeting; or
(3) is held by the same beneficial owner to whom it was issued
by the corporation in or as a part of an acquisition of a banking or
non-banking company by the corporation where the resolutions adopted by
the corporation's Board of Directors approving said acquisition
specifically reference and grant such rights; or
3
(4) is held by the same beneficial owner to whom it was issued
by the corporation, or to whom it transferred by the corporation from
treasury shares held by the corporation, and the resolutions adopted by
the corporation's Board of Directors approving such issuance and/or
transfer specifically reference and grant such rights; or
(5) was acquired under any employee, officer and/or director
benefit plan maintained for one or more employees, officers and/or
directors of the corporation, and/or its subsidiaries, and is held by
the same beneficial owner for whom it was acquired under the terms and
provisions of such plan; or
(6) was acquired by reason of participation in a dividend
reinvestment plan approved by the corporation and is held by the same
beneficial owner for whom it was acquired under the terms and provisions
of such plan; or
(7) is owned by a holder who, in addition to shares which are
beneficially owned under the provisions of paragraph (b) (1)-(6) above,
is the beneficial owner of less than 100,000 shares of common stock of
the corporation, with such amount to be appropriately adjusted to
properly reflect any change in the shares of common stock of the
corporation by means of a stock split, a stock dividend, a
recapitalization or otherwise occurring after April 24, 1986.
(c) For purposes of paragraphs (b) above and (e) below:
(1) any transferee of a share of the common stock receiving such
stock:
(i) by gift; or
(ii) by bequest, devise or otherwise through the law of
inheritance,descent and distribution from a descendant's estate;
or
(iii) by distribution from a trust holding such stock for
the benefit of such transferee; or
(2) any corporate transferee receiving such common stock solely in
exchange for the capital stock of such corporate transferee prior to
December 31, 1986, provided that the transferor(s) of such common stock
and their respective donees, legatees and devises own all of the issued
and outstanding shares of capital stock of such corporate transferee;
shall be deemed in each case to be the same beneficial owner as the
transferor.
Any transfer of any share of the capital stock of a corporate
transferee described in subparagraph c(2) above, other than by means
described in
4
subparagraph c(l) above shall disqualify all shares of the common stock
held by such corporate transferee from the operation of this paragraph c.
(d) For purposes of paragraph (b) above, shares of the common stock
acquired pursuant to a stock option shall be deemed to have been acquired
on the date the option was granted, and any shares of common stock acquired by
the beneficial owner as a direct result of a stock split, stock dividend or
other type of distribution of shares with respect to existing shares ("Dividend
Shares") will be deemed to have been acquired and held continuously from the
date on which the shares with regard to which the Dividend Shares were issued
were acquired.
(e) For purposes of paragraph (b) above, any share of the common stock
held in "street" or "nominee" name shall be presumed to have been acquired
by the beneficial owner subsequent to April 24, 1986 and to have had the same
beneficial owner for a continuous period of less than 48 months prior to the
record date of the meeting in question. This presumption shall be rebuttable by
presentation to the corporation's Board of Directors by such beneficial owner of
evidence satisfactory to the corporation's Board of Directors that such share
has had the same beneficial owner continuously since April 24, 1986 or such
share has had the same beneficial owner for a period greater than 48 months
prior to the record date of the meeting in question.
(f) For purposes of this section, a beneficial owner of a share of
common stock is defined to include a person or group of persons who,
directly or indirectly, through any contract, arrangement, undertaking,
relationship or otherwise has or shares (1) voting power, which includes the
power to vote, or to direct the voting of such share of common stock, (2)
investment power, which includes the power to direct the sale or other
disposition of such share of common stock, (3) the right to receive, retain or
direct the distribution of the proceeds of any sale or other disposition of such
share of common stock, or (4) the right to receive or direct the disposition of
any distributions, including cash dividends, in respect of such share of common
stock. For purposes of paragraphs (a) through (e) above, all determinations
concerning beneficial ownership, changes therein, or the absence of any such
change, shall be made by the corporation's Board of Directors. Written
procedures designed to facilitate such determinations shall be established by
the corporation's Board of Directors and refined from time to time. Such
procedures shall provide, among other things, the manner of proof of facts that
will be accepted and the frequency with which such proof may be required to be
renewed. The corporation's Board of Directors shall be entitled to rely on all
information concerning beneficial ownership of the common stock coming to its
attention from any source and in any manner reasonably deemed by it to be
reliable, but the corporation shall not be charged with any other knowledge
concerning the beneficial ownership of the common stock. Any disputes arising
concerning beneficial ownership, changes therein, or the absence of any such
changes, pursuant to this paragraph (f), shall be definitively resolved by a
determination of the corporation's Board of Directors made in good faith.
5
Section 7. Voting Rights.
The voting rights of shares of common stock of the corporation
shall not be altered, deleted or rescinded except upon the affirmative vote
of the shareholders of the corporation representing at least 66 2/3% of the
votes entitled to be cast by the holders of all of the issued and outstanding
shares of common stock of the corporation.
Section 8. No Meeting Necessary When.
Any action required by law or permitted to be taken at any
shareholders' meeting may be taken without a meeting if, and only if,
written consent, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.
Such consent shall have the same force and effect as a unanimous vote of the
shareholders and shall be filed with the Secretary and recorded in the Minute
Book of the corporation.
ARTICLE III.
DIRECTORS
Section 1. Number.
The Board of Directors of the corporation shall consist of not
less than 8 nor more than 60 Directors. The number of Directors may vary
between said minimum and maximum, and within said limits, the shareholders
representing at least 66 2/3% of the votes entitled to be cast by the holders of
all of the issued and outstanding shares of common stock of the corporation may,
from time to time, by resolution fix the number of Directors to comprise said
Board. This section, as it relates to, from time to time, fixing the number of
Directors of the corporation by the shareholders of the corporation representing
at least 66 2/3% of the votes entitled to be cast by the holders of all of the
issued and outstanding shares of common stock of the corporation, shall not be
altered, deleted or rescinded except upon the affirmative vote of the
shareholders of the corporation representing at least 66 2/3% of the votes
entitled to be cast by the holders of all of the issued and outstanding shares
of common stock of the corporation.
Section 2. Election and Tenure.
The Board of Directors of the corporation shall be divided into
three classes serving staggered 3-year terms, with each class to be as
nearly equal in number as possible. At the first annual meeting of the
shareholders of the corporation on or after the date of adoption of this
provision, all members of the Board of Directors shall be elected with the terms
of office of Directors comprising the first class to expire at the first annual
meeting of the shareholders of the corporation after their election, the terms
of office of Directors comprising the second class to expire at the second
annual meeting of the shareholders of the corporation after their election and
the terms of office of Directors comprising the third class to expire at the
third annual meeting of the shareholders of the corporation after their
election, and as their terms of office expire, the Directors of each class will
be elected to hold office until the third succeeding annual meeting of the
shareholders of the corporation after their election. In such elections, the
nominees
6
receiving a plurality of votes shall be elected. This section, as it
relates to the division of the Board of Directors into three classes serving
staggered 3-year terms, shall not be altered, deleted or rescinded except upon
the affirmative vote of the shareholders of the corporation representing at
least 66 2/3% of the votes entitled to be cast by the holders of all of the
issued and outstanding shares of common stock of the corporation.
Section 3. Powers.
The Board of Directors shall have authority to manage the affairs
and exercise the powers, privileges and franchises of the corporation as
they may deem expedient for the interests of the corporation, subject to the
terms of the Articles of Incorporation, bylaws, any valid Shareholders'
Agreement, and such policies and directions as may be prescribed from time to
time by the shareholders of the corporation.
Section 4. Meetings.
The annual meeting of the Board of Directors shall be held without
notice immediately following the annual meeting of the shareholders of the
corporation, on the same date and at the same place as said annual meeting of
the shareholders. The Board by resolution may provide for regular meetings,
which may be held without notice as and when scheduled in such resolution.
Special meetings of the Board may be called at any time by the Chairman of the
Board, any Vice Chairman of the Board, the President, or by any two or more
Directors.
Section 5. Notice and Waiver; Quorum.
Notice of any special meeting of the Board of Directors shall be
given to each Director personally or by mail, telegram or cablegram
addressed to him at his last known address, at least one day prior to the
meeting. Such notice may be waived, either before or after the meeting; and the
attendance of a Director at any special meeting shall of itself constitute a
waiver of notice of such meeting and of any and all objections to the place or
time of the meeting, or to the manner in which it has been called or convened,
except where a Director states, at the beginning of the meeting, any such
objection or objections to the transaction of business. A majority of the Board
of Directors shall constitute a quorum at any Directors' meeting.
Section 6. No Meeting Necessary, When.
Any action required by law or permitted to be taken at any meeting
of the Board of Directors may be taken without a meeting if written consent,
setting forth the action so taken, shall be signed by all the Directors. Such
consent shall have the same force and effect as a unanimous vote of the Board
of Directors and shall be filed with the Secretary and recorded in the Minute
Book of the corporation.
Section 7. Voting.
At all meetings of the Board of Directors each Director shall have
one vote and, except as otherwise provided herein or provided by law, all
questions shall be determined by a majority vote of the Directors present.
7
Section 8. Removal.
Any one or more Directors or the entire Board of Directors may be
removed from office, with or without cause, by the affirmative vote of the
shareholders of the corporation representing at least 66 2/3% of the votes
entitled to be cast by the holders of all of the issued and outstanding shares
of common stock of the corporation at any shareholders' meeting with respect to
which notice of such purpose has been given. This section, as it relates to the
removal of Directors of the corporation by the shareholders of the corporation
representing at least 66 2/3% of the votes entitled to be cast by the holders of
all of the issued and outstanding shares of common stock of the corporation,
shall not be altered, deleted or rescinded except upon the affirmative vote of
the shareholders of the corporation representing at least 66 2/3% of the votes
entitled to be cast by the holders of all of the issued and outstanding shares
of common stock of the corporation.
Section 9. Vacancies.
Any vacancy occurring in the Board of Directors caused by an
increase in the number of Directors may be filled by the shareholders of
the corporation for a full classified 3-year term, or such vacancy may be filled
by the Board of Directors until the next annual meeting of the shareholders. Any
vacancy occurring in the Board of Directors caused by the removal of a Director
shall be filled by the shareholders, or if authorized by the shareholders, by
the Board of Directors, for the unexpired term of the Director so removed. Any
vacancy occurring in the Board of Directors caused by a reason other than an
increase in the number of Directors or removal of a Director may be filled by
the Board of Directors, or the shareholders, for the unexpired term of the
Director whose position is vacated. Vacancies in the Board of Directors filled
by the Board of Directors may be filled by the affirmative vote of a majority of
the remaining Directors, though less than a quorum, or the sole remaining
Director, as the case may be.
Section 10. Dividends.
The Board of Directors may declare dividends payable in cash or
other property out of the unreserved and unrestricted net earnings of the
current fiscal year, computed to the date of declaration of the dividend, or the
preceding fiscal year, or out of the unreserved and unrestricted earned surplus
of the corporation, as they may deem expedient.
Section 11. Committees.
In the discretion of the Board of Directors, said Board from time
to time may elect or appoint, from its own members, an Executive Committee,
an Audit Committee, a Nominating Committee, a Corporate Development Committee, a
Compensation Committee and such other committee or committees as said Board may
see fit to establish. Each such committee shall consist of two or more
Directors, and each shall possess such powers and be charged with such
responsibilities, subject to the limitations imposed herein these bylaws and by
applicable law, as the Board by resolution may from time to time prescribe.
8
Executive Committee
The Executive Committee shall, during the intervals between meetings of the
corporation's Board of Directors, possess and may exercise any and all powers of
the corporation's Board of Directors in the management and direction of the
business and affairs of the corporation in which specific direction has not been
given by the corporation's Board of Directors.
Nominating Committee
The Nominating Committee shall possess the power and be charged with the
responsibility of: (i) evaluating the performance of incumbent directors and
non-directors in determining whether or not they should be nominated for
re-election, or election in the first instance, by the shareholders to serve
upon the Board of Directors of the corporation; and (ii) recommending to the
Board of Directors of the corporation whether or not the Board should nominate
such individuals for re-election or election, as the case may be, by the
shareholders to serve upon the Board of Directors of the corporation.
Compensation Committee
The Compensation Committee shall possess the power and be charged with the
responsibility of: (i) evaluating and setting the remuneration of senior
management and members of the Board of Directors of the corporation and the
compensation and fringe benefit plans in which officers, employees and directors
of the corporation are eligible to participate; and (ii) recommending to the
Board of Directors of the corporation whether or not it should modify or approve
such remuneration, compensation or fringe benefit plans.
Corporate Development Committee
The Corporate Development Committee shall possess the power and be charged
with the responsibility of reviewing with and assisting the management of the
corporation in the formalization of plans and strategies with regard to the
future expansion and growth of, and the overall operation of, the market areas
served by, and the services provided by the corporation and its subsidiaries,
including, but not limited to, plans and strategies in connection with
acquisitions by the corporation of control of organizations and firms engaged in
banking activities and activities determined by the Board of Governors of the
Federal Reserve System to be closely related to banking, the provision by the
corporation and its subsidiaries of additional services to the customers in the
market areas served by the corporation and its subsidiaries and the expansion of
the market areas served by the corporation and its subsidiaries.
Audit Committee
The Audit Committee shall possess the power and be charged with the
responsibility of:(i) reviewing and determining the independence of the
independent auditors to be engaged
9
by the corporation to perform the annual audit and interim reviews of the
financial condition of the corporation and its subsidiaries (hereinafter
referred to as the "corporation's independent auditors"); (ii) reviewing,
determining and maintaining the independence of the corporation's internal
auditors by assisting management of the corporation in the formulation of the
job description of the head of the corporation's internal audit division and
providing for direct reporting by the corporation's internal auditors to it in
all matters relating to the audit function; (iii) instituting, directing and
supervising investigations in matters relating to the audit function to be made
by the corporation's internal auditors of the corporation and/or its
subsidiaries; (iv) reviewing and approving each professional service to be
provided by the corporation's independent auditors for the corporation and/or
its subsidiaries prior to the performance of such services; (v) reviewing and
approving the range of management advisory services provided by the
corporation's independent auditors; (vi) reviewing the adequacy by the
corporation's and its subsidiaries' systems of internal accounting controls;
(vii) reviewing the scope and results of the corporation's procedures for
internal auditing of the corporation and its subsidiaries; (viii) reviewing the
results of regulatory examination of the corporation and its subsidiaries; (ix)
reviewing the corporation's independent auditor's plan and results of its audit
engagement; (x) periodically reviewing with the corporation's independent
auditors with the assistance of management of the corporation the financial
statement of the corporation and consolidated financial statements of the
corporation and its subsidiaries with the primary goal of such review being to
insure that such financial statements fairly present the financial results of
the corporation in conformity with generally accepted accounting principles;
(xi) reviewing and recommending to the Board of Directors of the corporation any
engagement or termination of the corporation's independent auditors; and (xii)
considering such other matters with regard to the internal and independent audit
of the corporation and its subsidiaries as, in its discretion, it deems to be
desirable, periodically reporting to the Board of Directors of the corporation
as to the exercise of its duties and responsibilities and, where appropriate,
recommending to the Board of Directors matters in connection with the audit
function upon which it should consider taking action.
Section 12. Officers, Salaries and Bonds.
The Board of Directors shall elect all officers of the corporation
and shall approve the remuneration, including remuneration from employee
benefit plans, of all officers, except that the Board of Directors shall not
have the responsibility to approve salaries for officers who are not executive
officers. The fact that any officer is a Director shall not preclude him from
receiving a salary or from voting upon the resolution providing the same. The
Board of Directors may or may not, in their discretion, require bonds from
either or all of the officers and employees of the corporation for the faithful
performance of their duties and good conduct while in office.
Section 13. Compensation of Directors.
Directors, as such shall be entitled to receive compensation for
their service as Directors and such fees and expenses, if any, for attendance
at each regular or special meeting of the Board and any adjournments thereof,
as may be fixed from time to time by resolution of the Board, and such fees and
expenses shall be payable even though an
10
adjournment be had because of the absence of a quorum; provided, however,
that nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of either standing or special committees may be allowed such
compensation as may be provided from time to time by resolution of the Board for
serving upon and attending meetings of such committees.
Section 14. Advisory Directors.
The Board of Directors of the corporation may at its annual
meeting, or from time to time thereafter, appoint any individual to serve as a
member of an Advisory Board of Directors of the corporation. Any individual
appointed to serve as a member of an Advisory Board of Directors of the
corporation shall be entitled to attend all meetings of the Board of Directors
and may participate in any discussion thereat, but such individual may not vote
at any meeting of the Board of Directors or be counted in determining a quorum
for such meeting. It shall be the duty of members of the Advisory Board of
Directors of the corporation to advise and provide general policy advice to the
Board of Directors of the corporation at such times and places and in such
groups and committees as may be determined from time to time by the Board of
Directors, but such individuals shall not have any responsibility or be subject
to any liability imposed upon a director or in any manner otherwise deemed a
director. The same compensation paid to directors for their services as
directors shall be paid to members of an Advisory Board of Directors of the
corporation for their services as advisory directors. Each member of the
Advisory Board of Directors except in the case of his earlier death,
resignation, retirement, disqualification or removal, shall serve until the next
succeeding annual meeting of the Board of Directors and thereafter until his
successor shall have been appointed.
Section 15. Emeritus Directors.
When a member of the Board of Directors or the Advisory Board of
Directors of the corporation, as the case may be: (a) attains seventy (70)
years of age or, (b) prior to his attainment of seventy (70) years of age,
retires from his principal occupation, under the retirement policy and criteria
established from time to time by the Board of Directors of the corporation
(except for a member of the Board of Directors or the Advisory Board of
Directors of the corporation: (1) who is, upon the attainment of age seventy
(70), then serving as an executive officer of the corporation; or (2) who was
sixty (60) years of age on June 14, 1973), such director shall automatically, at
his option, either (i) retire from the Board of Directors or the Advisory Board
of Directors of the corporation, as the case may be; or (ii) be appointed as a
member of the Emeritus Board of Directors of the corporation. A member of the
Board of Directors or the Advisory Board of Directors of the corporation: (1)
who is, upon the attainment of age seventy (70), then serving as an executive
officer of the corporation; or (2) who was sixty (60) years of age on June 14,
1973, may, at his option, either: (a) continue his service as a member of the
Board of Directors or the Advisory Board of Directors of the corporation, as the
case may be; or (b) be appointed as a member of the Emeritus Board of Directors
of the corporation. Members of the Emeritus Board of Directors of the
corporation shall be appointed annually by the Chairman of the Board of
Directors of the corporation at the Annual Meeting of the Board of Directors of
the
11
corporation, or from time to time thereafter. Each member of the Emeritus
Board of Directors of the corporation, except in the case of his earlier death,
resignation, retirement, disqualification or removal, shall serve until the next
succeeding Annual Meeting of the Board of Directors of the corporation. Any
individual appointed as a member of the Emeritus Board of Directors of the
corporation may, but shall not be required to, attend meetings of the Board of
Directors of the corporation and may participate in any discussions thereat, but
such individual may not vote at any meeting of the Board of Directors of the
corporation or be counted in determining a quorum at any meeting of the Board of
Directors of the corporation, as provided in Section 5 of Article III of the
bylaws of the corporation. It shall be the duty of the members of the Emeritus
Board of Directors of the corporation to serve as goodwill ambassadors of the
corporation, but such individuals shall not have any responsibility or be
subject to any liability imposed upon a member of the Board of Directors of the
corporation or in any manner otherwise be deemed to be a member of the Board of
Directors of the corporation. Each member of the Emeritus Board of Directors of
the corporation shall be paid such compensation as may be set from time to time
by the Chairman of the Board of Directors of the corporation and shall remain
eligible to participate in any Director Stock Purchase Plan maintained by, or
participated in, from time to time by the corporation according to the terms and
conditions thereof.
ARTICLE IV.
OFFICERS
Section 1. Selection.
The Board of Directors at each annual meeting shall elect or
appoint a President (who shall be a Director), a Secretary and a Treasurer,
each to serve for the ensuing year and until his successor is elected and
qualified, or until his earlier resignation, removal from office, or death. The
Board of Directors, at such meeting, may or may not, in the discretion of the
Board, elect a Chairman of the Board, one or more Vice Chairmen of the Board,
one or more Chairmen of the Board-Emeritus and/or one or more Vice Presidents
and, also may elect or appoint one or more Assistant Vice Presidents and/or one
or more Assistant Secretaries and/or one or more Assistant Treasurers. When more
than one Vice President is elected, they may, in the discretion of the Board, be
designated Executive Vice President, First Vice President, Second Vice
President, etc., according to seniority or rank, and any person may hold two or
more offices, except that the President shall not also serve as the Secretary.
Section 2. Removal, Vacancies.
Any officers of the corporation may be removed from office at any
time by the Board of Directors, with or without cause. Any vacancy occurring in
any office of the corporation may be filled by the Board of Directors.
Section 3. Chairman of the Board.
The Chairman of the Board of Directors, when and if elected,
shall, whenever
12
present, preside at all meetings of the Board of Directors and at all
meetings of the shareholders. The Chairman of the Board of Directors shall have
all the powers of the President in the event of his absence or inability to act,
or in the event of a vacancy in the office of the President. The Chairman of the
Board of Directors shall confer with the President on matters of general policy
affecting the business of the corporation and shall have, in his discretion,
power and authority to generally supervise all the affairs of the corporation
and the acts and conduct of all the officers of the corporation, and shall have
such other duties as may be conferred upon the Chairman of the Board by the
Board of Directors.
Section 4. President.
If there be no Chairman of the Board or Vice Chairman of the Board
elected, or in their absence, the President shall preside at all meetings
of the Board of Directors and at all meetings of the shareholders. The immediate
supervision of the affairs of the corporation shall be vested in the President.
It shall be his duty to attend constantly to the business of the corporation and
maintain strict supervision over all of its affairs and interests. He shall keep
the Board of Directors fully advised of the affairs and condition of the
corporation, and shall manage and operate the business of the corporation
pursuant to such policies as may be prescribed from time to time by the Board of
Directors. The President shall, subject to approval of the Board and/or
Compensation Committee, hire and fix the compensation of all employees and
agents of the corporation, other than officers, and any person thus hired shall
be removable at his pleasure.
Section 5. Vice President.
Any Vice President of the corporation may be designated by the
Board of Directors to act for and in the place of the President in the event of
sickness, disability or absence of said President or the failure of said
President to act for any reason, and when so designated, such Vice President
shall exercise all the powers of the President in accordance with such
designation. The Vice Presidents shall have such duties as may be required of,
or assigned to, them by the Board of Directors, the Chairman of the Board or the
President.
Section 6. Secretary.
It shall be the duty of the Secretary to keep a record of the
proceedings of all meetings of the shareholders and Board of Directors; to
keep the stock records of the corporation; to notify the shareholders and
Directors of meetings as provided by these bylaws; and to perform such other
duties as may be prescribed by the Chairman of the Board, President or Board of
Directors. Any Assistant Secretary, if elected, shall perform the duties of the
Secretary during the absence or disability of the Secretary and shall perform
such other duties as may be prescribed by the Chairman of the Board, President,
Secretary or Board of Directors.
Section 7. Treasurer.
The Treasurer shall keep, or cause to be kept, the financial books
and records of the corporation, and shall faithfully account for its funds. He
shall make such
13
reports as may be necessary to keep the Chairman of the Board, the President
and Board of Directors fully informed at all times as to the financial
condition of the corporation, and shall perform such other duties as may be
prescribed by the Chairman of the Board, President or Board of Directors. Any
Assistant Treasurer, if elected, shall perform the duties of the Treasurer
during the absence or disability of the Treasurer, and shall perform such other
duties as may be prescribed by the Chairman of the Board, President, Treasurer
or Board of Directors.
ARTICLE V.
CONTRACTS, ETC.
Section 1. Contracts, Deeds and Loans.
All contracts, deeds, mortgages, pledges, promissory notes,
transfers and other written instruments binding upon the corporation shall
be executed on behalf of the corporation by the Chairman of the Board, if
elected, the President, or by such other officers or agents as the Board of
Directors may designate from time to time. Any such instrument required to be
given under the seal of the corporation may be attested by the Secretary or
Assistant Secretary of the corporation.
Section 2. Proxies.
The Chairman of the Board, any Vice Chairman of the Board, the
President, any Executive Vice President, Secretary or Treasurer of the
corporation shall have full power and authority, on behalf of the corporation,
to attend and to act and to vote at any meetings of the shareholders, bond
holders or other security holders of any corporation, trust or association in
which the corporation may hold securities, and at and in connection with any
such meeting shall possess and may exercise any and all of the rights and powers
incident to the ownership of such securities and which as owner thereof the
corporation might have possessed and exercised if present, including the power
to execute proxies and written waivers and consents in relation thereto. In the
case of conflicting representation at any such meeting, the corporation shall be
represented by its highest ranking officer, in the order first above stated.
Notwithstanding the foregoing, the Board of Directors may, by resolution, from
time to time, confer like powers upon any other person or persons.
ARTICLE VI.
CHECKS AND DRAFTS
Checks and drafts of the corporation shall be signed by such officer or
officers or such other employees or persons as the Board of Directors may from
time to time designate.
14
ARTICLE VII.
STOCK
Section 1. Certificates of Stock.
The certificates for shares of capital stock of the corporation
shall be in such form as shall be determined by the Board of Directors. They
shall be numbered consecutively and entered into the stock book of the
corporation as they are issued. Each certificate shall state on its face the
fact that the corporation is a Georgia corporation, the name of the person to
whom the shares are issued, the number and class of shares (and series, if any)
represented by the certificate and their par value, or a statement that they are
without par value. In addition, when and if more than one class of shares shall
be outstanding, all share certificates of whatever class shall state that the
corporation will furnish to any shareholder upon request and without charge a
full statement of the designations, relative rights, preferences and limitations
of the shares of each class authorized to be issued by the corporation.
Section 2. Signature; Transfer Agent; Registrar.
Share certificates shall be signed by the President or Vice
President and by the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the corporation, and shall bear the seal of the
corporation or a facsimile thereof. The Board of Directors may from time to time
appoint transfer agents and registrars for the shares of capital stock of the
corporation or any class thereof, and when any share certificate is
countersigned by a transfer agent or registered by a registrar, the signature of
any officer of the corporation appearing thereon may be a facsimile signature.
In case any officer who signed, or whose facsimile signature was placed upon,
any such certificate shall have died or ceased to be such officer before such
certificate is issued, it may nevertheless be issued with the same effect as if
he continued to be such officer on the date of issue.
Section 3. Stock Book.
The corporation shall keep at its principal office, or at the
office of its transfer agent, wherever located, with a copy at the principal
office of the corporation, a book, to be known as the stock book of the
corporation, containing in alphabetical order the name of each shareholder
of record, together with his address, the number of shares of each kind, class
or series of stock held by him and his social security number. The stock book
shall be maintained in current condition. The stock book, including the share
register, or the duplicate copy thereof maintained at the principal office of
the corporation, shall be available for inspection by any shareholder at any
meeting of the shareholders upon request and shall also be made available for
inspection and copying upon the request of any shareholder owning in excess of
2% of the corporation's common stock, which request must be made in accordance
with the provisions of ss. 14-2-1602 of the Official Code of Georgia Annotated,
as amended. The information contained in the stock book and share register may
be stored on punch cards, magnetic tape, or any other approved information
storage devices related to electronic data processing equipment, provided that
any such method, device, or system employed shall first be approved by the Board
of Directors, and
15
provided further that the same is capable of reproducing all information
contained therein, in legible and understandable form, for inspection by
shareholders or for any other proper corporate purpose.
Section 4. Transfer of Stock; Registration of Transfer.
The stock of the corporation shall be transferred only by
surrender of the certificate and transfer upon the stock book of the
corporation. Upon surrender to the corporation, or to any transfer agent or
registrar for the class of shares represented by the certificate surrendered, of
a certificate properly endorsed for transfer, accompanied by such assurances as
the corporation, or such transfer agent or registrar, may require as to the
genuineness and effectiveness of each necessary endorsement and satisfactory
evidence of compliance with all applicable laws relating to securities transfers
and the collection of taxes, it shall be the duty of the corporation, or such
transfer agent or registrar, to issue a new certificate, cancel the old
certificate and record the transactions upon the stock book of the corporation.
Section 5. Registered Shareholders.
Except as otherwise required by law, the corporation shall be
entitled to treat the person registered on its stock book as the owner of the
shares of the capital stock of the corporation as the person exclusively
entitled to receive notification, dividends or other distributions, to vote and
to otherwise exercise all the rights and powers of ownership and shall not be
bound to recognize any adverse claim.
Section 6. Record Date.
For the purpose of determining shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment thereof, or to
express consent to or dissent from any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of any dividend
or the allotment of any rights, or for the purpose of any other action affecting
the interests of shareholders, the Board of Directors may fix, in advance, a
record date. Such date shall not be more than seventy (70) nor less than ten
(10) days before the date of any such meeting nor more than seventy (70) days
prior to any other action. In each case, except as otherwise provided by law,
only such persons as shall be shareholders of record on the date so fixed shall
be entitled to notice of and to vote at such meeting and any adjournment
thereof, to express such consent or dissent, or to receive payment of such
dividend or such allotment of rights, or otherwise be recognized as shareholders
for any other related purpose, notwithstanding any registration of a transfer of
shares on the stock book of the corporation after any such record date so fixed.
Section 7. Lost Certificates.
When a person to whom a certificate of stock has been issued
alleges it to have been lost, destroyed or wrongfully taken, and if the
corporation, transfer agent or registrar is not on notice that such certificate
has been acquired by a bona fide purchaser, a new certificate may be issued upon
such owner's compliance with all of the following conditions, to-wit: (a) He
shall file with the Secretary of the corporation, and the transfer
16
agent or the registrar, his request for the issuance of a new certificate,
with an affidavit setting forth the time, place and circumstances of the loss;
(b) He shall also file with the Secretary, and the transfer agent or the
registrar, a bond with good and sufficient security acceptable to the
corporation and the transfer agent or the registrar, or other agreement of
indemnity acceptable to the corporation and the transfer agent or the registrar,
conditioned to indemnify and save harmless the corporation and the transfer
agent or the registrar from any and all damage, liability and expense of every
nature whatsoever resulting from the corporation's or the transfer agent's or
the registrar's issuing a new certificate in place of the one alleged to have
been lost; and (c) He shall comply with such other reasonable requirements as
the Chairman of the Board, the President or the Board of Directors of the
corporation, and the transfer agent or the registrar shall deem appropriate
under the circumstances.
Section 8. Replacement of Mutilated Certificates.
A new certificate may be issued in lieu of any certificate
previously issued that may be defaced or mutilated upon surrender for
cancellation of a part of the old certificate sufficient in the opinion of the
Secretary and the transfer agent or the registrar to duly identify the defaced
or mutilated certificate and to protect the corporation and the transfer agent
or the registrar against loss or liability. Where sufficient identification is
lacking, a new certificate may be issued upon compliance with the conditions set
forth in Section 7 of this Article VII.
ARTICLE VIII.
INDEMNIFICATION AND REIMBURSEMENT
Subject to any express limitations imposed by applicable law, every
person now or hereafter serving as a director, officer, employee or agent
of the corporation and all former directors and officers, employees or agents
shall be indemnified and held harmless by the corporation from and against the
obligation to pay a judgement, settlement, penalty, fine (including an excise
tax assessed with respect to an employee benefit plan), and reasonable expenses
(including attorneys' fees and disbursements) that may be imposed upon or
incurred by him or her in connection with or resulting from any threatened,
pending, or completed, action, suit, or proceeding, whether civil, criminal,
administrative, investigative, formal or informal, in which he or she is, or is
threatened to be made, a named defendant or respondent: (a) because he or she is
or was a director, officer, employee, or agent of the corporation; (b) because
he or she is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise; or
(c) because he or she is or was serving as an employee of the corporation who
was employed to render professional services as a lawyer or an accountant to the
corporation; regardless of whether such person is acting in such a capacity at
the time such obligation shall have been imposed or incurred, if (i) such person
acted in a manner he or she believed in good faith to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
proceeding, if such person had no
17
reasonable cause to believe his or her conduct was unlawful or (ii), with
respect to an employee benefit plan, such person believed in good faith that his
or her conduct was in the interests of the participants in and beneficiaries of
the plan.
Reasonable expenses incurred in any proceeding shall be paid by the
corporation in advance of the final disposition of such proceeding if
authorized by the Board of Directors in the specific case, or if authorized in
accordance with procedures adopted by the Board of Directors, upon receipt of a
written undertaking executed personally by or on behalf of the director,
officer, employee, or agent to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the corporation,
and a written affirmation of his or her good faith belief that he or she has met
the standard of conduct required for indemnification.
The foregoing rights of indemnification and advancement of expenses shall
not be deemed exclusive of any other right to which those indemnified may
be entitled, and the corporation may provide additional indemnity and rights to
its directors, officers, employees or agents to the extent they are consistent
with law.
The provisions of this Article VIII shall cover proceedings whether now
pending or hereafter commenced and shall be retroactive to cover acts or
omissions or alleged acts or omissions which heretofore have taken place. In the
event of death of any person having a right of indemnification or advancement of
expenses under the provisions of this Article VIII, such right shall inure to
the benefit of his or her heirs, executors, administrators and personal
representatives. If any part of this Article VIII should be found to be invalid
or ineffective in any proceeding, the validity and effect of the remaining
provisions shall not be affected.
ARTICLE IX.
MERGERS, CONSOLIDATIONS AND
OTHER DISPOSITIONS OF ASSETS
The affirmative vote of the shareholders of the corporation representing at
least 66 2/3% of the votes entitled to be cast by the holders of all of the
issued and outstanding shares of common stock of the corporation shall be
required to approve any merger or consolidation of the corporation with or into
any corporation, and the sale, lease, exchange or other disposition of all, or
substantially all, of the assets of the corporation to or with any other
corporation, person or entity, with respect to which the approval of the
corporation's shareholders is required by the provisions of the corporate laws
of the State of Georgia. This Article shall not be altered, deleted or rescinded
except upon the affirmative vote of the shareholders representing at least 66
2/3% of the votes entitled to be cast by the holders of all of the issued and
outstanding shares of common stock of the corporation.
18
ARTICLE X.
CRITERIA FOR CONSIDERATION
OF TENDER OR OTHER OFFERS
Section 1. Factors to Consider.
The Board of Directors of the corporation may, if it deems it
advisable, oppose a tender or other offer for the corporation's securities,
whether the offer is in cash or in the securities of a corporation or otherwise.
When considering whether to oppose an offer, the Board of Directors may, but is
not legally obligated to, consider any pertinent issues; by way of illustration,
but not of limitation, the Board of Directors may, but shall not be legally
obligated to, consider any or all of the following:
(i) whether the offer price is acceptable based on the historical
and present operating results or financial condition of the corporation;
(ii) whether a more favorable price could be obtained for the
corporation's securities in the future;
(iii) the impact which an acquisition of the corporation would
have on the employees, depositors and customers of the corporation and
its subsidiaries and the communities which they serve;
(iv) the reputation and business practices of the offeror and its
management and affiliates as they would affect the employees, depositors
and customers of the corporation and its subsidiaries and the future
value of the corporation's stock;
(v) the value of the securities, if any, that the offeror is
offering in exchange for the corporation's securities, based on an
analysis of the worth of the corporation as compared to the offeror
or any other entity whose securities are being offered; and
(vi) any antitrust or other legal or regulatory issues that are
raised by the offer.
Section 2. Appropriate Actions.
If the Board of Directors determines that an offer should be
rejected, it may take any lawful action to accomplish its purpose
including, but not limited to, any or all of the following: (i) advising
shareholders not to accept the offer; (ii) litigation against the offeror; (iii)
filing complaints with governmental and regulatory authorities; (iv) acquiring
the corporation's securities; (v) selling or otherwise issuing authorized but
unissued securities of the corporation or treasury stock or granting options or
rights with respect thereto; (vi) acquiring a company to create an antitrust or
other regulatory problem for the offeror; and (vii) soliciting a more favorable
offer from another individual or entity.
19
ARTICLE XI.
AMENDMENT
Except as otherwise specifically provided herein, the bylaws of the
corporation may be altered, amended or added to by the affirmative vote of the
shareholders of the corporation representing 66 2/3% of the votes entitled to be
cast by the holders of all of the issued and outstanding shares of common stock
of the corporation present and voting therefor at a shareholders' meeting or,
subject to such limitations as the shareholders may from time to time prescribe,
by a majority vote of all the Directors then holding office at any meeting of
the Board of Directors.
files\bylaws.snv
20
February 23, 1999
Synovus Financial Corp.
901 Front Avenue, Suite 301
Columbus, GA 31901
Ladies and Gentlemen:
With reference to the registration statement which Synovus Financial Corp.
(the "Company") proposes to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, registering
333,163 common shares (par value $1.00 per share) of the Company which may be
sold by the former shareholders of Canterbury Trust Company, Inc., which was
acquired by the Company, I am of the opinion that:
(1) The Company is a corporation duly organized and validly existing under
the laws of the State of Georgia.
(2) All proper corporate proceedings have been taken so that the shares
are duly authorized, validly issued and outstanding, and are fully
paid and non- assessable shares of the Company's common stock.
I do hereby consent to any reference to me contained in, and to the filing
of this opinion with the Commission in connection with, the registration.
Sincerely,
/s/Kathleen Moates
Kathleen Moates
KM\bmk
Accountants' Consent
The Board of Directors
Synovus Financial Corp.
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Proxy
Statement/Prospectus.
KPMG LLP
Atlanta, Georgia
February 23, 1999
/TEXT>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Georgia, on the 23 day of
February, 1999.
SYNOVUS FINANCIAL CORP.
(Registrant)
By:/s/James H. Blanchard
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James H. Blanchard, James D. Yancey and Stephen
L. Burts, Jr., and each of them, his or her true and lawful attorney(s)-in-fact
and agent(s), with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
or all amendments to this Registration Statement and to file the same, with all
exhibits and schedules thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney(s)-in-fact and agent(s) full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney(s)-in-fact and
agent(s), or their substitute(s), may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/William B. Turner Date: February 23, 1999
- --------------------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee
/s/James H. Blanchard Date: February 23, 1999
- --------------------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
II-5
/s/James D. Yancey Date: February 23, 1999
- --------------------------------------------
James D. Yancey,
President and Director
/s/Richard E. Anthony Date: February 23, 1999
- --------------------------------------------
Richard E. Anthony,
Vice Chairman of the Board
/s/Walter M. Deriso, Jr. Date: February 23, 1999
- --------------------------------------------
Walter M. Deriso, Jr.,
Vice Chairman of the Board
/s/Stephen L. Burts, Jr. Date: February 23, 1999
- --------------------------------------------
Stephen L. Burts, Jr.,
Vice Chairman of the Board
- --------------------------------------------
/s/Thomas J. Prescott Date: February 23, 1999
Thomas J. Prescott,
Executive Vice President, Treasurer,
Principal Accounting and Financial Officer
Date:
- --------------------------------------------
Joe E. Beverly,
Director
/s/Richard Y. Bradley Date: February 23, 1999
- --------------------------------------------
Richard Y. Bradley,
Director
Date:
- --------------------------------------------
C. Edward Floyd,
Director
/s/Gardiner W. Garrard, Jr. Date: February 23, 1999
- --------------------------------------------
Gardiner W. Garrard, Jr.,
Director
Date:
- --------------------------------------------
V. Nathaniel Hansford,
Director
II-6
/s/John P. Illges, III Date: February 23, 1999
- --------------------------------------------
John P. Illges, III,
Director
/s/Mason H. Lampton Date: February 23, 1999
- --------------------------------------------
Mason H. Lampton,
Director
Date:
- --------------------------------------------
Elizabeth C. Ogie,
Director
/s/H. Lynn Page Date: February 23, 1999
- --------------------------------------------
H. Lynn Page,
Director
Date:
- --------------------------------------------
Robert V. Royall, Jr.,
Director
Date:
- --------------------------------------------
Melvin T. Stith,
Director
