As filed with the Securities and Exchange Commission on November 17, 1999
Registration No. 333 -____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------
SYNOVUS FINANCIAL CORP.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-1134883
- ----------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
901 Front Avenue
Suite 301, Columbus, Georgia 31901
(706) 649-2387
------------------------------------
(Address, including zip code, and telephone
number, including area code, of registrant's principal
executive offices)
Kathleen Moates
Senior Vice President and Deputy General Counsel
Synovus Financial Corp.
901 Front Avenue
Suite 202
Columbus, Georgia 31901
(706) 649-4818
-------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is registering additional securities pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Title of Proposed Proposed
each class Amount maximum maximum Amount of
of securities to be to be offering aggregate registration
registered registered price per share offering price fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value 1,043,633 $21.72<F1> $22,667,708<F2> $6,302<F2>
Common Stock Rights 1,043,633 <F3> <F3> <F3>
===================================================================================================================
<FN>
<F1> If, prior to the completion of the distribution of the Common Stock
covered by this registration statement, additional shares of Common
Stock are issued or issuable as a result of a stock split or stock
dividend, this registration statement shall be deemed to cover such
additional shares resulting from the stock split or stock dividend
pursuant to Rule 416 of the Securities Act of 1933.
<F2> Determined pursuant to Rule 457(c) under the Securities Act of 1933
solely for the purpose of calculating the registration fee and
represents the average of the high and low prices of the Common Stock
of Synovus Financial Corp. on the New York Stock Exchange on November
12, 1999.
<F3> The Common Stock Rights are attached to and trade with the Common Stock
of Synovus Financial Corp. The value, if any, attributable to the
Rights is reflected in the market price of the Common Stock of Synovus
Financial Corp.
</FN>
</TABLE>
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
P R O S P E C T U S
1,043,633 Shares
SYNOVUS FINANCIAL CORP.
Common Stock
--------------------
Certain shareholders of Synovus Financial Corp. are offering 1,043,633
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 October 31, 1999 when Horizon Bancshares, Inc., a company that the
selling shareholders owned, merged with 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 November 12, 1999, the closing price of one share
of Synovus common stock on the New York Stock Exchange was $21.63.
Our principal executive offices are located at One Arsenal Place, 901
Front Avenue, Suite 301, Columbus, Georgia 31091 and our telephone number is
(706) 649-2387.
--------------------
Neither the Securities and Exchange Commission, nor any State
securities commission, has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
--------------------
The date of this prospectus is __________,1999.
1
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's Website at http://www.sec.gov. Reports, proxy statements and
other information should also be available for inspection at the offices of the
NYSE.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until this offering is completed:
(1) Annual Report on Form 10-K for the year ended December 31, 1998;
(2) Quarterly Reports on Form 10-Q for the periods ended March 31,
1999, June 30, 1999 and September 30, 1999;
(3) Current Reports on Form 8-K dated February 26, 1999, March 15,
1999, April 27, 1999 and September 30, 1999;
(4) The description of Synovus common stock contained in Synovus'
Registration Statement on Form 8-A filed with the SEC on
August 21, 1989; and
(5) The description of the shareholder rights plan of Synovus
contained in Synovus' Registration Statment on Form 8-A filed
with the SEC on April 28, 1999.
You may request a copy of any of these filings, at no cost, by writing
or telephoning us at the following address:
Director of Investor Relations
Synovus Financial Corp.
901 Front Avenue, Suite 201
Columbus, Georgia 31901
(706) 649-5220
This prospectus is part of a registration statement we filed with the
SEC (Registration No. 333-__________). You should rely only on the information
incorporated by reference or provided in this prospectus or any supplement. We
have authorized no one to provide you with different information. The selling
shareholders will not make an offer of their shares of Synovus common stock in
any state where the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.
2
THE COMPANY
Synovus is a multi-financial services company organized under the laws
of the state of Georgia. Synovus common stock is traded on the New York Stock
Exchange under the trading symbol "SNV." Synovus has 38 banks serving
communities throughout Georgia, Alabama, Florida and South Carolina. Synovus
owns 80.8% of Total System Services, Inc., an information technology processor
of credit, debit, commercial and private label cards. The stock of Total System
Services, Inc. is traded on the New York Stock Exchange under the trading symbol
"TSS." Synovus also has other non-banking subsidiaries that provide support
services and specialized financial services including trust services, brokerage
services and mortgage banking services. The principal executive offices of
Synovus are located at 901 Front Avenue, Suite 301, Columbus, Georgia 31901 and
Synovus' telephone number is (706) 649-2387.
FORWARD - LOOKING INFORMATION
Certain statements included or incorporated by reference in this
prospectus are "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, and are subject to the safe harbor provisions
of those Acts. When used in this prospectus or in information incorporated by
reference herein, the words "believes," "expects," "anticipates," "estimates" or
"intends," and similar expressions, are intended to identify forward-looking
statements. These forward-looking statements involve a number of risks and
uncertainties that could cause actual results to differ materially from those
expressed or reflected in such statements. Important factors which may affect
our future results and could cause those results to differ materially from the
results expressed or reflected in the forward-looking statements are identified
from time to time in our reports and other filings with the Securities and
Exchange Commission.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares of Synovus
common stock by the selling shareholders.
SELLING SHAREHOLDERS
On October 31, 1999, we acquired Horizon Bancshares, Inc. by means of a
merger of Horizon Bancshares, Inc. into Synovus. The selling shareholders were
shareholders of Horizon Bancshares, Inc. at the time of the merger and received
their shares of Synovus common stock as part of the purchase price we paid for
Horizon Bancshares, Inc. in the merger. In connection with this acquisition, we
also agreed to register the shares of Synovus common stock received by the
former Horizon Bancshares, Inc. shareholders so that they may resell their
shares of Synovus common stock if they so desire. The registration of these
shares does not necessarily mean that a particular selling shareholder will sell
his shares of Synovus common stock. The 1,043,633 shares offered through this
prospectus represent approximately .37% of the shares of Synovus common stock
outstanding on November 12, 1999. None of the selling shareholders has, or
within the past three years has had, any position, office or other material
relationship with Synovus or any of
3
affiliates.
PLAN OF DISTRIBUTION
The selling shareholders and their donees, pledgees and other
successors-in-interest may offer their shares of Synovus common stock at various
times in one or more of the following transactions:
* on any of the United States securities exchanges where our stock
is listed, including the New York Stock Exchange;
* in the over-the-counter market;
* in privately negotiated transactions;
* in connection with short sales of shares of Synovus common
stock;
* by pledge to secure debts and other obligations;
* in connection with the writing of non-traded and exchange-traded
call options,
in hedge transactions and in settlement of other transactions
in standardized or over-the-counter options; or
* in a combination of any of the above transactions.
The selling shareholders may sell their shares of Synovus
common stock at any of the following prices:
* at market prices prevailing at the time of sale;
* at prices related to such prevailing market prices;
* at negotiated prices; or
* at fixed prices.
The selling shareholders may use broker-dealers to sell their shares of
Synovus common stock. If this happens, broker-dealers may either receive
discounts or commissions from the selling shareholders, or they may receive
commissions from purchasers of shares of Synovus common stock for whom they
acted as agents.
The selling shareholders and the broker-dealers they use to sell their
shares of Synovus common stock may be deemed to be "underwriters" under the
Securities Act of 1933 and any commission the broker-dealers receive and any
profits they may make in resale of shares of Synovus common stock while acting
as principals may be deemed "underwriting discounts or commissions" under that
Act. If the broker-dealers purchase shares of Synovus common stock from the
selling shareholders for their own accounts as principals, they may make a
profit by reselling the shares of Synovus common stock.
We will pay substantially all of the expenses incident to the
registration of the shares of Synovus common stock including all costs incident
to the offering and sale of the shares by the selling shareholders to the public
other than any commissions and discounts of underwriters, dealers or agents and
any transfer taxes. Synovus has agreed to keep the registration statement of
which this prospectus is a part effective until the earlier of October 31, 2000
or such time as the selling shareholders no longer hold shares of Synovus common
stock covered by this prospectus.
4
LEGAL MATTERS
Kathleen Moates, Senior Vice President and Deputy General Counsel of
Synovus, will issue an opinion about the legality of the shares of Synovus
common stock being offered by this prospectus.
EXPERTS
The audited consolidated financial statements of our company included
in our Annual Report on Form 10-K for the year ended December 31, 1998 and
incorporated by reference in this prospectus have been audited by KPMG LLP,
independent certified public accountants, as indicated in their reports with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports.
5
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 1. Other Expenses of Issuance and Distribution.
Registration fee to the Securities
and Exchange Commission $ 6,302
Accounting fees and expenses $ 2,500
Legal fees and expenses $ 500
Miscellaneous expenses $ 500
---------
Total $ 9,802
The foregoing items, except for the SEC registration fee, are
estimated. The Registrant has agreed to bear all expenses (other than selling
commissions) in connection with the registration and sale of the shares.
Item 15. Indemnification of Directors and Officers.
Subsection (a) of Section 14-2-851 of the Georgia Business Corporation
Code provides that a corporation may indemnify or obligate itself to indemnify
an individual made a party to a proceeding because he or she is or was a
director against liability incurred in the proceeding if such individual
conducted himself or herself in good faith and such individual reasonably
believed, in the case of conduct in an official capacity, that such conduct was
in the best interests of the corporation and, in all other cases, that such
conduct was at least not opposed to the best interests of the corporation and,
in the case of any criminal proceeding, such individual had no reasonable cause
to believe such conduct was unlawful. Subsection (d) of Section 14-2-851 of the
Georgia Business Corporation Code provides that a corporation may not indemnify
a director in connection with a proceeding by or in the right of the corporation
except for reasonable expenses incurred if it is determined that the director
has met the relevant standard of conduct, or in connection with any proceeding
with respect to conduct under Section 14-2-851 of the Georgia Business
Corporation Code for which he was adjudged liable on the basis that personal
benefit was improperly received by him. Notwithstanding the foregoing, pursuant
to Section 14-2-854 of the Georgia Business Corporation Code, a court may order
a corporation to indemnify a director or advance expenses if such court
determines that the director is entitled to indemnification under the Georgia
Business Corporation Code or that the director is fairly and reasonably entitled
to indemnification in view of all the relevant circumstances, whether or not
such director met the standard of conduct set forth in subsections (a) and (b)
of Section 14-2-851 of the Georgia Business Corporation Code, failed to comply
with Section 14-2-853 of the Georgia Business Corporation Code or was adjudged
liable as described in paragraph (1) or (2) of subsection (d) of Section
14-2-851 of the Georgia Business Corporation Code.
Section 14-2-852 of the Georgia Business Corporation Code provides that
to the extent that a director has been successful, on the merits or otherwise,
in the defense of any proceeding to
II-1
which he was a party, because he or she is or was a director of the corporation,
the corporation shall indemnify the director against reasonable expenses
incurred by the director in connection therewith.
Section 14-2-857 of the Georgia Business Corporation Code provides that
a corporation may indemnify and advance expenses to an officer of the
corporation who is a party to a proceeding because he or she is an officer of
the corporation to the same extent as a director and if he or she is not a
director to such further extent as may be provided in its articles of
incorporation, bylaws, action of its board of directors or contract except for
liability arising out of conduct specified in Section 14-2-857(a)(2) of the
Georgia Business Corporation Code. Section 14-2-857 of the Georgia Business
Corporation Code also provides that an officer of the corporation who is not a
director is entitled to mandatory indemnification under Section 14-2-852 and is
entitled to apply for court ordered indemnification or advances for expenses
under Section 14-2-854, in each case to the same extent as a director. In
addition, Section 14-2-857 provides that a corporation may also indemnify and
advance expenses to an employee or agent who is not a director to the extent,
consistent with public policy, that may be provided by its articles of
incorporation, bylaws, action of its board of directors or contract.
In accordance with Article VIII of Synovus' Bylaws, every person who is
or was (and the heirs and personal representatives of such person) a director,
officer, employee or agent of Synovus shall be indemnified and held harmless by
Synovus from and against the obligation to pay a judgment, settlement, penalty,
fine (including an excise tax assessed with respect to an employee benefits
plan), and reasonable expenses (including attorneys' fees and disbursements)
that may be imposed upon or incurred by him or her in connection with or
resulting from any threatened, pending, or completed, action, suit, or
proceeding, whether civil, criminal, administrative, investigative, formal or
informal, in which he or she is, or is threatened to be made, a named defendant
or respondent: (a) because he or she is or was a director, officer, employee, or
agent of Synovus; (b) because he or she or is or was serving at the request of
Synovus as a director, officer, partner, trustee, employee, or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise; or (c) because he or she is or was serving as an employee of the
corporation who was employed to render professional services as a lawyer or
accountant to the corporation; regardless of whether such person is acting in
such a capacity at the time such obligation shall have been imposed or incurred
if (i) such person acted in a manner he or she believed in good faith to be in
or not opposed to the best interest of such corporation, and, with respect to
any criminal proceeding, if such person had no reasonable cause to believe his
or her conduct was unlawful or (ii), with respect to an employee benefit plan,
such person believed in good faith that his or her conduct was in the interests
of the participants in and beneficiaries of the plan.
Pursuant to Article VIII of the Bylaws of Synovus, reasonable expenses
incurred in any proceeding shall be paid by Synovus in advance of the final
disposition of such proceeding if authorized by the Board of Directors in the
specific case, or if authorized in accordance with procedures adopted by the
Board of Directors, upon receipt of a written undertaking executed personally by
or on behalf of the director, officer, employee or agent to repay such amount if
it
II-2
shall ultimately be determined that he or she is not entitled to be indemnified
by Synovus, and a written affirmation of his or her good faith belief that he or
she has met the standard of conduct required for indemnification.
The foregoing rights of indemnification and advancement of expenses are
not intended to be exclusive of any other right to which those indemnified may
be entitled, and Synovus has reserved the right to provide additional indemnity
and rights to its directors, officers, employees or agents to the extent they
are consistent with law.
Synovus carries insurance for the purpose of providing indemnification
to its directors and officers. Such policy provides for indemnification of
Synovus for losses and expenses it might incur to its directors and officers for
successful defense of claims alleging negligent acts, errors, omissions or
breach of duty while acting in their capacity as directors or officers and
indemnification of its directors and officers for losses and expense upon the
unsuccessful defense of such claims.
Item 16. Exhibits.
4.1 Articles of Incorporation of Synovus, as amended, incorporated by
reference to Exhibit 4(a) of Synovus' Registration Statement on Form
S-8 filed with the Securities and Exchange Commission on July 23, 1990
(File No. 33-35926).
4.2 Bylaws, as amended, of Synovus, incorporated by reference to Exhibit
4(a) of Synovus' Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on February 23, 1999 (File No.
333-72827).
4.3 Form of Rights Agreement incorporated by reference to Exhibit 4.1 of
Synovus' Registration Statement on Form 8-A dated April 28, 1999, filed
with the Securities and Exchange Commission on April 28, 1999, pursuant
to Section 12 of the Exchange Act.
5 Legal opinion of Kathleen Moates, Deputy General Counsel of Synovus, as
to the legality of the securities being registered.
23.1 Consent of KPMG LLP.
23.2 Consent of Kathleen Moates, Deputy General Counsel of Synovus, is
contained in her opinion filed as Exhibit 5 hereto.
24 Power of Attorney (see signature page to this Registration Statement).
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
II-3
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii)
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling
II-4
precedent, submit to a court of appropriate jurisdiction to the questions
whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
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 16th day of
November, 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
Richard E. Anthony, 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: November 16, 1999
- --------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee
/s/James H. Blanchard Date: November 16, 1999
- --------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
/s/James D. Yancey Date: November 16, 1999
- --------------------------------
James D. Yancey,
President and Director
/s/Richard E. Anthony Date: November 16, 1999
- --------------------------------
Richard E. Anthony,
Vice Chairman of the Board
/s/Walter M. Deriso, Jr. Date: November 16, 1999
- -------------------------------
Walter M. Deriso, Jr.,
Vice Chairman of the Board
/s/Thomas J. Prescott Date: November 16, 1999
- --------------------------------
Thomas J. Prescott,
Executive Vice President, Treasurer,
Principal Accounting and Financial Officer
- -------------------------------- Date: _______________
Joe E. Beverly,
Director
/s/Richard Y. Bradley Date: November 16, 1999
- --------------------------------
Richard Y. Bradley,
Director
- -------------------------------- Date: _______________
C. Edward Floyd,
Director
/s/Gardiner W. Garrard, Jr. Date: November 16, 1999
- --------------------------------
Gardiner W. Garrard, Jr.,
Director
- -------------------------------- Date: _______________
V. Nathaniel Hansford,
Director
/s/John P. Illges, III Date: November 16, 1999
- --------------------------------
John P. Illges, III,
Director
/s/Mason H. Lampton Date: November 16, 1999
- --------------------------------
Mason H. Lampton,
Director
- -------------------------------- Date: _______________
Elizabeth C. Ogie,
Director
/s/H. Lynn Page Date: November 16, 1999
- --------------------------------
H. Lynn Page,
Director
- -------------------------------- Date: _______________
Robert V. Royall, Jr.,
Director
- -------------------------------- Date: _______________
Melvin T. Stith,
Director
Exhibit Index
Number Description
4.1 Articles of Incorporation of Synovus, as amended, incorporated by reference
to Exhibit 4(a) of Synovus' Registration Statement on Form S-8 filed with
the Securities and Exchange Commission on July 23, 1990 (File No.33-35926).
4.2 Bylaws, as amended, of Synovus, incorporated by reference to Exhibit 4(a)
of Synovus' Registration Statement on Form S-8 filed with the Securities
and Exchange Commission on February 23, 1999 (File No. 333-72827).
4.3 Form of Rights Agreement incorporated by reference to Exhibit 4.1 of
Synovus'Registration Statement on Form 8-A dated April 28, 1999, filed
with the Securities and Exchange Commission on April 28, 1999, pursuant to
Section 12 of the Exchange Act.
5 Legal opinion of Kathleen Moates, Deputy General Counsel of Synovus, as to
the legality of the securities being registered.
23.1 Consent of KPMG LLP.
23.2 Consent of Kathleen Moates, Deputy General Counsel of Synovus, is
contained in her opinion filed as Exhibit 5 hereto.
24 Power of Attorney (see signature page to this Registration Statement).
November 17, 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 1,043,633 common shares (par value $1.00 per share) of the Company
which may be sold by the former shareholders of Horizon Bancshares, Inc., which
was acquired by the Company, I am of the opinion that:
(1) The Company is a corporation duly organized and validly
existing under the laws of the State of Georgia.
(2) All proper corporate proceedings have been taken so that the
shares are duly authorized, validly issued and outstanding,
and are fully paid and non-assessable shares of the Company's
common stock.
I do hereby consent to any reference to me contained in, and to the
filing of this opinion with the Commission in connection with, the registration
statement.
Sincerely,
/s/Kathleen Moates
Kathleen Moates
KM\bmk
<PAGE>
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
November 16, 1999
Exhibit 23.1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, State of Georgia, on the 16th day of
November, 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
Richard E. Anthony, 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: November 16, 1999
- --------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee
/s/James H. Blanchard Date: November 16, 1999
- --------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
/s/James D. Yancey Date: November 16, 1999
- --------------------------------
James D. Yancey,
President and Director
/s/Richard E. Anthony Date: November 16, 1999
- --------------------------------
Richard E. Anthony,
Vice Chairman of the Board
/s/Walter M. Deriso, Jr. Date: November 16, 1999
- -------------------------------
Walter M. Deriso, Jr.,
Vice Chairman of the Board
/s/Thomas J. Prescott Date: November 16, 1999
- --------------------------------
Thomas J. Prescott,
Executive Vice President, Treasurer,
Principal Accounting and Financial Officer
- -------------------------------- Date: _______________
Joe E. Beverly,
Director
/s/Richard Y. Bradley Date: November 16, 1999
- --------------------------------
Richard Y. Bradley,
Director
- -------------------------------- Date: _______________
C. Edward Floyd,
Director
/s/Gardiner W. Garrard, Jr. Date: November 16, 1999
- --------------------------------
Gardiner W. Garrard, Jr.,
Director
- -------------------------------- Date: _______________
V. Nathaniel Hansford,
Director
/s/John P. Illges, III Date: November 16, 1999
- --------------------------------
John P. Illges, III,
Director
/s/Mason H. Lampton Date: November 16, 1999
- --------------------------------
Mason H. Lampton,
Director
- -------------------------------- Date: _______________
Elizabeth C. Ogie,
Director
/s/H. Lynn Page Date: November 16, 1999
- --------------------------------
H. Lynn Page,
Director
- -------------------------------- Date: _______________
Robert V. Royall, Jr.,
Director
- -------------------------------- Date: _______________
Melvin T. Stith,
Director
Ready\conf.sig
