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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 25 )*
Synovus Financial Corp.
- --------------------------------------------------------------------------------
(Name of Issuer)
$1.00 Par Value Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
87161C-10-5
- --------------------------------------------------------------------------------
(CUSIP Number)
December 31, 1999
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SEC 1745(3-98)
Page 1 of 9 page
<PAGE>
13G
CUSIP No. 87161C-10-5
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Synovus Financial Corp., as Parent Holding Company of its various banking
and trust company subsidiaries, Columbus Bank and Trust Company, as the
Parent Bank of Synovus Trust Company, and Synovus Trust Company, in
various fiduciary capacities.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
Number of 5 SOLE VOTING POWER5
Shares 21,753,161
Benefi-
cially 6 SHARED VOTING POWER
Owned By 882,959
Each
Reporting 7 SOLE DISPOSITIVE POWER
Person With 22,491,821
8 SHARED DISPOSITIVE POWER
14,562,812
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,290,513
(Includes Beneficial Ownership disclaimed)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.2%
12 TYPE OF REPORTING PERSON
BK and HC
Page 2 of 9
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Page 3 of 9
SCHEDULE 13G UNDER THE SECURITIES
EXCHANGE ACT OF 1934
Check the following box if a fee is being paid with this statement. [ ]
1. (a) Name of Issuer: Synovus Financial Corp.
(b) Address of Issuer's Principal Executive Offices:
One Arsenal Place
901 Front Avenue, Suite 301
Columbus, Georgia 31901
2. (a) & (b) Name and Principal Business Office of Persons Filing:
Synovus Trust Company, 1148 Broadway
Columbus, Georgia 31901
Columbus Bank and Trust Company, 1148 Broadway
Columbus, Georgia 31901
Synovus Financial Corp., One Arsenal Place, 901 Front Avenue
Suite 301, Columbus, Georgia 31901
(c) Citizenship:
Synovus Financial Corp. is a Georgia business corporation and
its banking and trust company subsidiaries, including Synovus
Trust Company and Columbus Bank and Trust Company, are Georgia,
Florida, Alabama and National Banking corporations and trust
companies.
(d) Title of class of securities: $1.00 par value common stock.
(e) CUSIP No. 87161C-10-5
3. Check whether person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [X] Bank as defined in section 3(a)(6) of the Act
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Page 4 of 9
(c) [ ] Insurance Company as defined in section 3(a)(19) of the
Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
240.13d-1(b)(1)(ii)(F)
(g) [X] Parent Holding Company, in accordance with
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813)
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3)
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J)
4. Ownership:
(a) Amount Beneficially Owned (Includes shares as to which
beneficial ownership is disclaimed):
December 31, 1999 37,290,513
(b) Percent of Class: 13.2%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
21,753,161
(ii) Shared power to vote or to direct the vote
882,959
(iii) Sole power to dispose or to direct the disposition of
22,491,821
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Page 5 of 9
(iv) Shared power to dispose or to direct the disposition of
14,562,812
For an additional discussion on this item, see Exhibits "A", "B" and
"C" attached hereto.
5. Ownership of Five Percent or Less of a Class.
Not Applicable
6. Ownership of More than Five Percent on Behalf of Another Person.
See Exhibit "B"
7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
See Exhibit "C"
8. Identification and Classification of Members of the Group.
Not Applicable
9. Notice of Dissolution of Group.
Not Applicable
<PAGE>
Page 6 of 9
10. Certification. By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not acquired
and are not held for the purpose of and do not have the effect of
changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect. After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
SYNOVUS FINANCIAL CORP.
By:/s/G. Sanders Griffith, III
-----------------------------------
G. Sanders Griffith, III
Senior Executive Vice President
1/31/00
- ------- COLUMBUS BANK AND TRUST
Date COMPANY
By:/s/James D. Yancey
-----------------------------------
James D. Yancey
Chairman of the Board
1/31/00
- -------
Date
SYNOVUS TRUST COMPANY
By:/s/George G. Flowers
-----------------------------------
George G. Flowers
President
1/31/00
- -------
Date
<PAGE>
Page 7 of 9
EXHIBIT "A"
In addition to the securities identified in the response to Item 4, as
of December 31, 1999, the banking and trust company subsidiaries of Synovus
Financial Corp. possessed neither sole nor shared voting or investment power
in connection with 22,273,854 shares of the class of securities which is the
subject of this report which were held in various agency, custody, safekeeping
or asset management capacities, or with brokers, for various agency, custody,
safekeeping or asset management customers. Such securities are not included in
the response to such item in this report. However, appropriate disclosures
will be included in all future reports to identify the volume of such securities
held in agency, custody, safekeeping, asset management or other capacities in
which they possess neither sole or shared voting or investment power.
See Exhibit "C".
<PAGE>
Page 8 of 9
EXHIBIT "B"
As of December 31, 1999, Synovus Trust Company, a wholly-owned trust
company subsidiary of Columbus Bank and Trust Company, a wholly-owned banking
subsidiary of Synovus Financial Corp., all of which are signatory parties
hereto, possessed in various fiduciary capacities, the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of
36,230,295, or 12.8%, of the class of the securities which is the subject of
this report, as set forth below, the beneficial ownership of which is
disclaimed. The other known persons having the right, as of December 31, 1999
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the class of securities which is the subject of this report,
are other banking and trust company subsidiaries of Synovus Financial Corp. as
identified in Exhibit "C", the beneficial ownership of which is disclaimed. None
of such other subsidiaries, as of December 31, 1999, individually or in the
aggregate, possessed such right or power relating to more than five percent of
the class of securities which is the subject of this report.
Held by Synovus Trust Company in various fiduciary capacities as of
December 31, 1999:
Sole Shared Sole Power Shared Power
Voting Power Voting Power To Dispose To Dispose
----------- ------------ ---------- -------------
20,750,255 882,959 21,770,571 14,361,371
<PAGE>
Page 9 of 9
EXHIBIT "C"
Identified below are the subsidiaries of Synovus Financial Corp. and its
wholly-owned banking subsidiary, Columbus Bank and Trust Company, which hold, in
various fiduciary capacities, the class of securities which is the subject of
this report.
(1) Synovus Trust Company, a Georgia trust company subsidiary of Columbus Bank
and Trust Company.
(2) Synovus Trust Company (Florida), a Florida trust company subsidiary of
Synovus Trust Company.
(3) The National Bank of South Carolina, a banking subsidiary of Synovus
Financial Corp.
(4) Synovus Trust Corp., an Alabama trust company subsidiary of Synovus
Financial Corp.
The respective beneficial ownership by those subsidiaries of Synovus
Financial Corp. that held, as of December 31, 1999, the class of securities
which is the subject of this report is identified below.
(1) Synovus Trust Company, Synovus Trust Company (Florida), Synovus Trust Corp.
(Alabama), and The National Bank of South Carolina maintained in various
fiduciary capacities as to which they possessed sole voting power,
20,750,255; 437,856; 79,818; and 485,232 shares, respectively, and as to
which they possessed sole dispositive power, 21,770,571; 402,710; 79,818;
and 238,722 shares, respectively, of the class of securities which is the
subject of this report, the beneficial ownership of which is disclaimed.
(2) Synovus Trust Company, Synovus Trust Company (Florida), and The National
Bank of South Carolina maintained in various fiduciary capacities as to
which they possessed shared dispositive power, 14,361,371; 33,646 and
167,795 shares respectively. Synovus Trust Company maintained in various
fiduciary capacities as to which it possessed shared voting power 882,959
shares of the class of securities which is the subject of this report, the
beneficial ownership of which is disclaimed.
In addition to the foregoing, and as referenced in Exhibit "A" hereto,
Synovus Trust Company, a trust company subsidiary of Columbus Bank and Trust
Company, Synovus Trust Company (Florida) a trust company subsidiary of Synovus
Trust Company, Synovus Trust Corp, an Alabama trust company subsidiary of
Synovus Financial Corp., and The National Bank of South Carolina, a banking
subsidiary of Synovus Financial Corp., maintained as of December 31, 1999, in
various agency, custody, safekeeping or asset management capacities, or with
brokers, for various agency, custody, safekeeping or asset management customers:
22,117,766; 149,191; 450; and 6,447 shares, respectively, or an aggregate of
22,273,854 shares, of the class of securities which is the subject of this
report.
