SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended 1999 or
----
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from_____ to_______
Commission file number 1-10312
SYNOVUS FINANCIAL CORP.
(Exact Name of Registrant as specified in its charter)
Georgia 58-1134883
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization Identification No.)
One Arsenal Place, 901 Front Avenue
Suite 301, Columbus, Georgia 31901
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (706) 649-2387
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, $1.00 Par Value New York Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO___________
-----------
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of February 11, 2000, 282,246,801 shares of the $1.00 par value
common stock of Synovus Financial Corp. were outstanding, and the aggregate
market value of the shares of $1.00 par value common stock of Synovus Financial
Corp. held by non-affiliates was approximately $3,481,000,000 (based upon the
closing per share price of such stock on said date).
Portions of the 1999 Annual Report to Shareholders of Registrant are
incorporated in Parts I, II and IV of this report. Portions of the Proxy
Statement of Registrant dated March 16, 2000 are incorporated in Part III of
this report.
<PAGE>
The undersigned registrant hereby amends Item 14 of its Annual Report
on Form 10-K for the year ended December 31, 1999 by adding Exhibit 99.1, the
Annual Report on Form 11-K for the Synovus Financial Corp. Employee Stock
Purchase Plan for the year ended December 31, 1999, and by adding Exhibit 99.2,
the Annual Report on Form 11-K for the Synovus Financial Corp. Director Stock
Purchase Plan for the year ended December 31, 1999, as set forth below and in
the attached exhibits.
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements
The following Consolidated Financial Statements of
Synovus Financial Corp. and its subsidiaries are
specifically incorporated by reference from pages F-2
through F-24 of Synovus' 1999 Annual Report to
Shareholders, in response to Item 8, Part II,
Financial Statements and Supplementary Data.
Consolidated Balance Sheets - December 31, 1999 and
1998
Consolidated Statements of Income - Years Ended
December 31, 1999, 1998 and 1997
Consolidated Statements of Changes in
Shareholders' Equity - Years Ended December
31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows -
Years Ended December 31, 1999, 1998 and 1997
Summary of Significant Accounting Policies - December
31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements - December
31, 1999, 1998 and 1997
Independent Auditors' Report
2. Financial Statement Schedules
Financial Statement Schedules - None applicable
because the required information has been
incorporated in the Consolidated Financial Statements
of Synovus Financial Corp. and its subsidiaries
incorporated by reference herein.
3. Exhibits
Exhibit
Number Description
------- --------------
3.1 Articles of Incorporation, as
amended, of Synovus Financial Corp.
("Synovus") 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).
3.2 Bylaws, as amended, of Synovus.
4.1 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 Commission
on April 28, 1999 pursuant to
Section 12 of the Securities
Exchange Act of 1934, as amended.
9.1 Voting Lease Agreement incorporated
by reference to Exhibit 9.1 of
Synovus' Annual Report on Form 10-K
for the fiscal year ended December
31, 1994, as filed with the
Commission on March 24, 1995.
10. EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
10.1 Employment Agreement of James D. Yancey with
Synovus incorporated by reference to Exhibit
10.1 of Synovus' Registration Statement on
Form S-1 filed with the Commission on December
18, 1990 (File No. 33-38244).
10.2 Incentive Bonus Plan of Synovus
incorporated by reference to Exhibit
10.5 of Synovus' Registration
Statement on Form S-1 filed with the
Commission on December 18, 1990
(File No. 33-38244).
10.3 Director Stock Purchase Plan of Synovus.
10.4 Key Executive Restricted Stock Bonus
Plan of Synovus incorporated by
reference to Exhibit 10.6 of
Synovus' Registration Statement on
Form S-1 filed with the Commission
on December 18, 1990 (File No.
33-38244).
10.5 1989 Stock Option Plan of Synovus
incorporated by reference to Exhibit
"A" of Synovus' Registration
Statement on Form S-8 filed with the
Commission on July 23, 1990 (File
No. 33-35926), which Option Plan was
amended on March 16, 1992 to
eliminate the stock appreciation
rights feature of the outstanding
options under the Plan and reduce
the exercise price from $16 5/8 per
share to $9.70 per share.
<PAGE>
10.6 Consulting Agreement of H. Lynn Page
with Synovus incorporated by
reference to Exhibit 10.6 of
Synovus' Annual Report on Form 10-K
for the fiscal year ended December
31, 1992, as filed with the
Commission on March 29, 1993.
10.7 Excess Benefit Agreement of Synovus
incorporated by reference to Exhibit
10.7 of Synovus' Annual Report on
Form 10-K for the fiscal year ended
December 31, 1994, as filed with the
Commission on March 24, 1995.
10.8 Wage Continuation Agreement of
Synovus incorporated by reference to
Exhibit 10.8 of Synovus' Annual
Report on Form 10-K for the fiscal
year ended December 31, 1992, as
filed with the Commission on March
29, 1993.
10.9 1991 Stock Option Plan for Key
Executives of Synovus incorporated
by reference to Exhibit 10.9 of
Synovus' Annual Report on Form 10-K
for the fiscal year ended December
31, 1992, as filed with the
Commission on March 29, 1993.
10.10 Synovus Financial Corp. 1992 Long-Term
Incentive Plan incorporated by reference to
Exhibit 10.10 of Synovus' Annual Report on
Form 10-K for the fiscal year ended
December 31, 1992, as filed with the
Commission on March 29, 1993.
10.11 Agreement in Connection with Use of
Aircraft incorporated by reference
to Exhibit 10.11 of Synovus' Annual
Report on Form 10-K for the fiscal
year ended December 31, 1992, as
filed with the Commission on March
29, 1993.
10.12 Life Insurance Trusts incorporated
by reference to Exhibit 10.12 of
Synovus' Annual Report on Form 10-K
for the fiscal year ended December
31, 1992, as filed with the
Commission on March 29, 1993.
10.13 Supplemental Compensation Agreement,
Incentive Compensation Agreements
and Performance Compensation
Agreement with Richard E. Anthony;
which Agreements were assumed by
Synovus on December 31, 1992 as a
result of its acquisition of First
Commercial Bancshares, Inc.; and
which stock awards made pursuant to
the Agreements were converted at a
ratio of 1.5 to 1, the exchange
ratio applicable to the merger
incorporated by
<PAGE>
reference to Exhibit 10.13 of
Synovus' Annual Report on Form 10-K
for the fiscal year ended December
31, 1992, as filed with the
Commission on March 29, 1993.
10.14 1993 Split Dollar Insurance
Agreement of Synovus incorporated by
reference to Exhibit 10.14 of
Synovus' Annual Report on Form 10-K
for the fiscal year ended December
31, 1993, as filed with the
Commission on March 28, 1994.
10.15 1995 Split Dollar Insurance
Agreement of Synovus incorporated by
reference to Exhibit 10.15 of
Synovus' Annual Report on Form 10-K
for the fiscal year ended December
31, 1994, as filed with the
Commission on March 24, 1995.
10.16 Synovus Financial Corp. 1994 Long-Term
Incentive Plan incorporated by reference to
Exhibit 10.16 of Synovus' Annual Report on
Form 10-K for the fiscal year ended
December 31, 1994, as filed with the
Commission on March 24, 1995.
10.17 Employment Agreement of Robert V. Royall, Jr.
incorporated by reference to Exhibit 10.17 of
Synovus' Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, as filed
with the Commission on March 25, 1996.
10.18 Synovus Financial Corp. Executive Bonus
Plan incorporated by reference to Exhibit
10.18 of Synovus' Annual Report on Form 10-K
for the fiscal year ended December 31, 1995,
as filed with the Commission on March
25, 1996.
10.19 Change of Control Agreements
incorporated by reference to Exhibit 10.19 of
Synovus' Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, as filed
with the Commission on March 25, 1996.
10.20 Consulting Agreement of Joe E. Beverly
incorporated by reference to Exhibit 10.20
of Synovus' Annual Report on Form 10-K for
the fiscal year ended December 31, 1996, as
filed with the Commission on March 6, 1997.
10.21 Employment Agreement of James H. Blanchard
incorporated by reference to Exhibit 10 of
Synovus' Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999, as
filed with the Commision on
<PAGE>
November 15, 1999.
10.22 Synovus Financial Corp. 2000 Long-Term
Incentive Plan.
13.1 Certain specified pages of Synovus' 1999
Annual Report to Shareholders which are
specifically incorporated herein by reference.
20.1 Proxy Statement, for the Annual Meeting of
Shareholders of Synovus to be held on
April 20, 2000, certain specified pages of
which are specifically incorporated herein by
reference.
21.1 Subsidiaries of Synovus Financial Corp.
23.1 Independent Auditors' Consents.
24.1 Powers of Attorney contained on the signature
pages of the 1999 Annual Report on Form 10-K.
27.1 Financial Data Schedule (for SEC use only).
99.1 Annual Report on Form 11-K for the Synovus
Financial Corp. Employee Stock Purchase Plan
for the year ended December 31, 1999.
99.2 Annual Report on Form 11-K for the Synovus
Financial Corp. Director Stock Purchase Plan
for the year ended December 31, 1999.
Synovus agrees to furnish the Commission, upon request, a copy of each
instrument with respect to issues of long-term debt. The principal amount of any
individual instrument, which has not been previously filed, does not exceed ten
percent of the total assets of Synovus and its subsidiaries on a consolidated
basis.
(b) Reports on Form 8-K
On January 12, 2000, Synovus filed a Form 8-K with the
Commission in connection with the announcement of its earnings for the year
ended December 31, 1999.
Filings\snv\11k-a.wpd
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, Synovus Financial Corp. has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SYNOVUS FINANCIAL CORP.
(Registrant)
April 27, 2000 By:/s/James H. Blanchard
---------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
23.1 Auditors' Consents
99.1 Annual Report on Form 11-K for the Synovus
Financial Corp. Employee Stock Purchase Plan for
the year ended December 31, 1999.
99.2 Annual Report on Form 11-K for the Synovus
Financial Corp. Director Stock Purchase Plan for
the year ended December 31, 1999.
<PAGE>
Independent Auditors' Consent
We consent to incorporation by reference in the Registration Statements (No.
2-93472 and No. 33-60473) on Form S-8 of Synovus Financial Corp. of our report
dated April 22, 2000, relating to the statements of financial condition of the
Synovus Financial Corp. Employee Stock Purchase Plan as of December 31, 1999 and
1998, and the related statements of operations and changes in plan equity for
each of the years in the three-year period ended December 31, 1999, which report
appears in the 1999 annual report on Form 11-K of the Synovus Financial Corp.
Employee Stock Purchase Plan, included as Exhibit 99.1 to the 1999 annual report
on Form 10-K/A of Synovus Financial Corp.
/s/KPMG
Atlanta, Georgia
April 27, 2000
Independent Auditors' Consent
We consent to incorporation by reference in the Registration Statements (No.
2-94639 and No. 33-60475) on Form S-8 of Synovus Financial Corp. of our report
dated April 22, 2000, relating to the statements of financial condition of the
Synovus Financial Corp. Director Stock Purchase Plan as of December 31, 1999 and
1998, and the related statements of operations and changes in plan equity for
each of the years in the three-year period ended December 31, 1999, which report
appears in the 1999 annual report on Form 11-K of the Synovus Financial Corp.
Director Stock Purchase Plan, included as Exhibit 99.2 to the 1999 annual report
on Form 10-K/A of Synovus Financial Corp.
/s/KPMG
Atlanta, Georgia
April 27, 2000
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended 1999
------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
----------------------- ------------
Commission file number 1-10312
----------------------------
SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN
SYNOVUS FINANCIAL CORP.
901 FRONT AVENUE
SUITE 301
COLUMBUS, GEORGIA 31901
(706) 649-2387
Exhibit 99.1
SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN
Financial Statements
December 31, 1999, 1998 and 1997
(With Independent Auditors' Report Thereon)
<PAGE>
Independent Auditors' Report
The Plan Administrator
Synovus Financial Corp. Employee
Stock Purchase Plan:
We have audited the accompanying statements of financial condition of the
Synovus Financial Corp. Employee Stock Purchase Plan as of December 31, 1999 and
1998, and the related statements of operations and changes in plan equity for
each of the years in the three-year period ended December 31, 1999. These
financial statements are the responsibility of the Plan's administrator. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial condition of the Synovus Financial Corp.
Employee Stock Purchase Plan as of December 31, 1999 and 1998, and the results
of its operations and changes in its plan equity for each of the years in the
three-year period ended December 31, 1999 in conformity with generally accepted
accounting principles.
April 22, 2000
SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN
Statements of Financial Condition
December 31, 1999 and 1998
<TABLE>
<CAPTION>
Assets 1999 1998
------------------- -------------------
<S> <C> <C>
Common stock of Synovus Financial Corp. at market value -
2,736,615 shares (cost $29,397,828) in 1999 and 2,971,328
shares (cost $26,569,014) in 1998 (notes 2 and 6) $ 54,390,216 71,309,719
Dividends receivable 248,530 216,641
Cash 373,945 340,968
------------------- -------------------
$ 55,012,691 71,867,328
=================== ===================
Liabilities and Plan Equity
Plan equity (4,879 and 4,727 participants in 1999 and 1998,
respectively) $ 55,012,691 71,867,328
=================== ===================
</TABLE>
See accompanying notes to financial statements.
2
SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN
Statements of Operations and Changes in Plan Equity
Years ended December 31, 1999, 1998, and 1997
<TABLE>
<CAPTION>
1999 1998 1997
----------------- ----------------- ------------------
<S> <C> <C> <C>
Dividend income $ 1,016,261 865,970 721,671
Realized gain on distributions to participants (note 5) 7,738,894 6,397,416 5,654,388
Unrealized appreciation (depreciation) of common
stock of Synovus Financial Corp. (note 4) (19,748,317) 265,735 17,273,035
Contributions (notes 1 and 3):
Participants 5,958,921 5,374,927 4,589,316
Participating employers 2,968,499 2,617,354 2,205,575
----------------- ----------------- ------------------
(2,065,742) 15,521,402 30,443,985
Withdrawals by participants - common stock of
Synovus Financial Corp. at market value
(711,079 shares in 1999, 376,113 shares in 1998,
and 545,754 shares in 1997) (notes 5 and 6) (14,788,895) (9,845,192) (9,036,254)
----------------- ----------------- ------------------
(Decrease) increase in Plan equity for the year (16,854,637) 5,676,210 21,407,731
Plan equity at beginning of year 71,867,328 66,191,118 44,783,387
----------------- ----------------- ------------------
Plan equity at end of year $ 55,012,691 71,867,328 66,191,118
================= ================= ==================
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 1999, 1998, and 1997
(1) Description of the Plan
The Synovus Financial Corp. Employee Stock Purchase Plan (the "Plan") was
implemented as of January 15, 1979. The Plan is designed to enable
participating Synovus Financial Corp. ("Synovus") and subsidiaries'
employees to purchase shares of Synovus common stock at prevailing market
prices from contributions made by them and Synovus and subsidiaries (the
"Participating Employers").
Synovus Service Corp. serves as the Plan administrator. State
Street Bank and Trust Company serves as the Plan agent, hereafter
referred to as "Agent."
All employees who work twenty hours per week or more are eligible to
participate in the Plan after completing three months of continuous
employment prior to the beginning of a calendar quarter.
The Plan also permits a participant who has successfully completed the
State of Georgia's Intellectual Capital Partnership Program ("ICAPP") to
begin participation in the Plan immediately upon the participant's
commencement of employment with a Participating Employer. Such
participant's period of employment for purposes of determining the
maximum compensation participant payroll deduction under the Plan will be
measured beginning on the date of such participant's commencement of
participation in such program.
A participant may contribute to the Plan based on a formula through
payroll deductions in multiples of $1, with a minimum deduction of $10
per month and a maximum deduction not to exceed a specified percentage of
compensation (from 3% to 7%). Effective January 1, 1999, participants
initially joining the Plan, requesting reinstatement in the Plan, or
making a change under the Plan must select their payroll deduction amount
as a percentage of compensation, with a minimum contribution level of
0.5%. Participants in the Plan prior to January 1, 1999 may continue
contributing to the Plan through payroll deductions in whole dollar
amounts. Matching contributions to the Plan are to be made by the
participating employers in an amount equal to one-half of each
participant's contribution. All contributions to the Plan vest
immediately.
The Plan provides, among other things, that all expenses of administering
the Plan shall be paid by Synovus. Brokers' fees, commissions, postage,
and other transaction costs incurred in connection with the purchase in
the open market of Synovus common stock under the Plan are included in
the cost of such stock to each participant.
The Plan provides that upon withdrawal from the Plan, each participant
has the option to receive the proceeds from his account balance in the
form of shares of Synovus common stock and a check for any fractional
shares and cash held, a lump-sum cash distribution, or a combination of
both. With certain exceptions, employees who have previously withdrawn
shares from their Plan account are precluded from receiving matching
contributions from the participating employers for a specified period of
time.
4 (Continued)
<PAGE>
SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 1999, 1998, and 1997
Synovus expects to maintain the Plan indefinitely, but reserves the right
to terminate or amend the Plan at any time, provided, however, that no
termination or amendment shall affect or diminish any participant's right
to the benefit of contributions made by him or his employer prior to the
date of such amendment or termination.
Synovus reserves the right to suspend participating employer
contributions to the Plan if its Board of Directors feels that Synovus'
financial condition warrants such action.
(2) Summary of Accounting Policies
The investment in Synovus common stock is stated at market value which is
based on the closing price at year-end obtained by using market
quotations on the principal public exchange markets for which such
security is traded. The December 31, 1999 and 1998 market values were
$19.875 and $24.00 per share, respectively.
The realized gain on distributions to participants is determined by
computing the difference between the average cost per common stock share
and the market value per share at the date of the distribution to the
participants.
Dividend income is accrued on the record date.
Contributions by participants and participating employers, as well as
withdrawals, are accounted for on the accrual basis.
The Plan is not qualified under Sections 401(a) or 501(a) of the Internal
Revenue Code of 1986, as amended. The Plan does not provide for income
taxes because any income is taxable to the participants. Participants in
the Plan must treat as compensation income their pro rata share of
contributions made to the Plan by their employer. Cash dividends paid on
Synovus common stock purchased under the Plan will be taxable to the
participants on a pro rata basis for Federal and state income tax
purposes during the year any such dividend is received by the participant
or the Plan. Upon disposition of the Synovus common stock purchased under
the Plan, participants must treat any gain or loss as long-term or
short-term capital gain or loss depending upon when such disposition
occurs.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, and
changes therein, and disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.
5 (Continued)
<PAGE>
SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 1999, 1998, and 1997
(3) Contributions
Contributions by participating employers and by participants are as
follows:
<TABLE>
<CAPTION>
1999 1998 1997
-------------------------- -------------------------- ---------------------------
Participating Company Company Participants Company Participants Company Participants
------------------------------------ ------------ ------------ ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Synovus Financial Corp. $ 214,785 430,345 179,712 362,500 140,551 284,887
Columbus Bank and Trust Company 405,594 815,476 481,553 983,959 376,326 785,670
Commercial Bank & Trust Company
of Troup County 27,442 55,825 22,350 52,684 23,237 53,908
Commercial Bank of Thomasville 45,790 92,223 40,972 84,165 32,912 71,890
Security Bank and Trust Company
of Albany 51,045 102,150 44,993 92,834 37,558 78,597
Sumter Bank and Trust Company 32,793 66,899 32,216 68,220 30,765 66,886
The Coastal Bank of Georgia 50,936 102,879 42,924 92,769 36,979 80,132
First State Bank & Trust Company 38,861 78,740 37,276 76,126 31,102 64,831
Bank of Hazlehurst 17,325 35,296 15,352 31,469 14,198 29,265
The Cohutta Banking Company 37,499 75,175 34,072 69,209 25,666 53,702
Bank of Coweta 55,483 111,311 52,441 106,836 44,445 93,216
Citizens Bank & Trust of West 73,046 146,927 65,190 137,906 58,205 124,645
Georgia
Synovus Securities, Inc. 85,699 172,330 52,580 111,705 46,231 101,661
Quincy State Bank 31,033 62,186 31,782 69,437 30,898 68,784
Community Bank & Trust of
Southeast Alabama 32,646 65,320 34,818 70,940 30,854 62,662
Tallahassee State Bank 15,371 30,863 14,420 30,450 12,830 27,083
CB&T Bank of Middle Georgia 37,125 74,369 32,965 68,751 28,759 61,247
First Community Bank of Tifton 35,938 71,974 28,367 59,990 28,637 59,979
Synovus Technologies, Inc. 177,094 357,463 160,027 331,388 127,000 263,600
CB&T Bank of Russell County 35,687 71,495 35,900 70,912 34,924 65,523
Sea Island Bank 35,172 71,294 35,103 71,345 36,141 74,143
Citizens First Bank 38,553 78,399 35,427 72,674 34,953 71,040
First Coast Community Bank 18,388 37,313 16,185 33,568 14,350 30,377
Bank of Pensacola 28,157 57,108 23,926 49,991 21,329 43,807
Vanguard Bank and Trust Company 49,556 99,744 53,502 109,317 48,390 104,675
The National Bank of Walton County 32,300 65,508 29,540 61,990 28,706 59,980
Athens First Bank & Trust Company 121,133 242,503 103,030 209,766 89,089 180,362
Citizens Bank of Fort Valley 16,653 33,308 18,518 37,036 16,105 32,209
Citizens Bank of Cochran 10,315 20,631 9,981 21,276 9,750 19,575
First Commercial Bank of Birmingham 99,586 196,945 88,778 181,291 74,639 161,789
First National Bank of Jasper 77,634 155,383 67,093 138,781 59,817 121,632
Sterling Bank 30,369 60,759 27,848 56,505 24,859 49,540
The Bank of Tuscaloosa 43,479 86,952 35,988 71,969 31,684 63,473
First Commercial Bank of Huntsville 32,767 65,531 28,350 58,204 22,950 46,255
Peachtree National Bank 44,062 88,710 39,815 81,265 31,585 64,384
Synovus Mortgage Corp. 38,688 77,592 22,739 45,474 16,860 35,005
Citizens & Merchants State Bank 28,828 57,656 27,303 54,606 22,696 46,358
Synovus Trust Company 134,887 270,964 93,225 194,716 71,877 154,599
Synovus Service Corp. 207,938 417,575 175,374 361,492 145,012 300,447
The National Bank of South Carolina 231,348 463,006 217,791 435,555 211,154 424,727
B&C Company -- -- -- -- 1,552 6,771
Bank of North Georgia 119,714 239,457 27,928 55,856 -- --
Georgia Bank & Trust 27,780 53,337 -- -- -- --
------------ ------------ ----------- ------------- ------------ -------------
Total contributions $ 2,968,499 5,958,921 2,617,354 5,374,927 2,205,575 4,589,316
============ ============ =========== ============= ============ =============
</TABLE>
6
<PAGE>
SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 1999, 1998, and 1997
(4) Unrealized Appreciation (Depreciation) on Synovus Common Stock
Changes in unrealized appreciation (depreciation) on Synovus common stock
are as follows:
<TABLE>
<CAPTION>
1999 1998 1997
---------------- -------------- --------------
<S> <C> <C> <C>
Unrealized appreciation at end of year $ 24,992,388 44,740,705 44,474,970
Unrealized appreciation at beginning of year 44,740,705 44,474,970 27,201,935
---------------- -------------- --------------
Unrealized appreciation (depreciation) for the year $ (19,748,317) 265,735 17,273,035
================ ============== ==============
</TABLE>
(5) Realized Gain on Withdrawal Distributions to Participants
The gain realized on withdrawal distributions to participants is
summarized as follows:
<TABLE>
<CAPTION>
1999 1998 1997
---------------- -------------- --------------
<S> <C> <C> <C>
Market value at dates of distribution or
redemption of shares of Synovus
common stock $ 14,788,895 9,845,192 9,036,254
Less cost (computed on an average cost
basis) of shares of Synovus common
stock distributed or redeemed 7,050,001 3,447,776 3,381,866
---------------- -------------- --------------
Total realized gain $ 7,738,894 6,397,416 5,654,388
================ ============== ==============
</TABLE>
(6) Stock Split
On April 23, 1998, the Synovus Board of Directors approved a
three-for-two stock split which was effective on May 21, 1998 in the form
of a 50% stock dividend to shareholders of record as of May 7, 1998.
Share and per share data for all periods presented in the accompanying
financial statements and related notes has been restated to reflect the
additional shares resulting from the stock split.
7
<PAGE>
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended 1999
------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------------- ------------
Commission file number 1-10312
-------------------------
SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN
SYNOVUS FINANCIAL CORP.
901 FRONT AVENUE
SUITE 301
COLUMBUS, GEORGIA 31901
(706) 649-2387
Exhibit 99.2
<PAGE>
SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN
Financial Statements
December 31, 1999, 1998, and 1997
(With Independent Auditors' Report Thereon)
<PAGE>
Independent Auditors' Report
The Plan Administrator
Synovus Financial Corp. Director
Stock Purchase Plan:
We have audited the accompanying statements of financial condition of the
Synovus Financial Corp. Director Stock Purchase Plan as of December 31, 1999 and
1998, and the related statements of operations and changes in plan equity for
each of the years in the three-year period ended December 31, 1999. These
financial statements are the responsibility of the Plan's administrator. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial condition of the Synovus Financial Corp.
Director Stock Purchase Plan as of December 31, 1999 and 1998, and the results
of its operations and changes in its plan equity for each of the years in the
three-year period ended December 31, 1999 in conformity with generally accepted
accounting principles.
April 22, 2000
SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN
Statements of Financial Condition
December 31, 1999 and 1998
<TABLE>
<CAPTION>
Assets 1999 1998
------------------- -------------------
<S> <C> <C>
Common stock of Synovus Financial Corp. at market value -
3,418,411 shares (cost $19,600,992) in 1999 and 3,877,192 shares
(cost $19,131,170) in 1998 (notes 2 and 6) $ 67,940,911 93,052,614
Dividends receivable 308,545 284,384
Cash 21,000 15,000
Contributions receivable from Synovus Financial Corp. and
participating subsidiaries 819 --
------------------- -------------------
$ 68,271,275 93,351,998
=================== ===================
Liabilities and Plan Equity
Plan equity (533 and 526 participants in 1999 and 1998,
respectively) $ 68,271,275 93,351,998
=================== ===================
</TABLE>
See accompanying notes to financial statements.
2
SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN
Statements of Operations and Changes in Plan Equity
Years ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
1999 1998 1997
------------------ ------------------ ------------------
<S> <C> <C> <C>
Dividend income $ 1,273,695 1,179,702 1,044,400
Realized gain on distributions to participants
(note 5) 10,055,500 9,252,628 7,458,386
Unrealized (depreciation) appreciation of common
stock of Synovus Financial Corp. (note 4) (25,581,525) (910,599) 25,663,657
Contributions (notes 1 and 3):
Participants 1,804,619 1,769,790 1,675,537
Synovus Financial Corp. and participating
subsidiaries 900,536 884,904 837,778
------------------ ------------------ ------------------
(11,547,175) 12,176,425 36,679,758
Withdrawals by participants - common stock
of Synovus Financial Corp. at market
value (653,778 shares in 1999, 473,414 shares
in 1998 and 572,299 shares in 1997) (notes 5
and 6) (13,533,548) (11,719,830) (9,681,144)
------------------ ------------------ ------------------
Increase (decrease) in Plan
equity for the year (25,080,723) 456,595 26,998,614
Plan equity at beginning of year 93,351,998 92,895,403 65,896,789
------------------ ------------------ ------------------
Plan equity at end of year $ 68,271,275 93,351,998 92,895,403
================== ================== ==================
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 1999, 1998, and 1997
(1) Description of the Plan
The Synovus Financial Corp. Director Stock Purchase Plan (the "Plan") was
implemented as of January 1, 1985. The Plan is designed to enable
participating Synovus Financial Corp. ("Synovus") and subsidiaries'
directors to purchase shares of Synovus common stock at prevailing market
prices from contributions made by them and Synovus and participating
subsidiaries (the "Participating Companies").
Synovus Service Corp. serves as the Plan administrator. State Street
Bank and Trust Company serves as the Plan agent, hereafter referred
to as "Agent."
Any person who currently serves or in the future is elected to serve as a
member, advisory member, or emeritus member of the Board of Directors of
any of the Participating Companies is eligible to participate in the
Plan. Participants may contribute to the Plan only through cash
contributions, automatic transfers of contributions from their designated
demand deposit accounts, or a combination thereof. Participant
contributions cannot exceed $1,000 per calendar quarter. Matching
contributions to the Plan are to be made by the participating companies
in an amount equal to one-half of each participant's contribution. All
contributions to the Plan vest immediately.
The Plan provides, among other things, that all expenses of administering
the Plan shall be paid by Synovus. Brokers' fees, commissions, postage,
and other transaction costs incurred in connection with the purchase in
the open market of Synovus common stock under the Plan are included in
the cost of such stock to each participant.
The Plan provides that upon termination of participation in the Plan,
each former participant will receive the shares of Synovus common stock
held on his behalf by the Agent, together with a check for any fractional
share interest and any remaining cash balance. A participant who
terminates his participation in the Plan may not reenter the Plan until
the expiration of a six-month waiting period.
Participation in the Plan shall automatically terminate upon termination
of a participant's status as a Board of Directors member whether by
death, retirement, resignation, or otherwise.
Synovus expects to maintain the Plan indefinitely, but reserves the right
to terminate or amend the Plan at any time, provided, however, that no
termination or amendment shall affect or diminish any participant's right
to the benefit of contributions made by him or the Participating Company
prior to the date of such amendment or termination.
Synovus reserves the right to suspend Participating Company contributions
to the Plan if its Board of Directors feels that Synovus' financial
condition warrants such action.
4 (Continued)
<PAGE>
SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 1999, 1998, and 1997
(2) Summary of Accounting Policies
The investment in Synovus common stock is stated at market value, which
is based on the closing price at year-end obtained by using market
quotations on the principal public exchange markets for which such
security is traded. The December 31, 1999 and 1998 market values were
$19.875 and $24.00 per share, respectively.
The realized gain on distributions to participants is determined by
computing the difference between the average cost per share and the
market value per share at the date of the distribution to the
participants.
Dividend income is accrued on the record date.
Contributions by participants and Participating Companies, as well as
withdrawals, are accounted for on the accrual basis.
The Plan is not qualified under Sections 401(a) or 501(a) of the Internal
Revenue Code of 1986, as amended. The Plan does not provide for income
taxes because any income is taxable to the participants. Participants in
the Plan must treat as compensation income their pro rata share of
contributions made to the Plan by the participating company. Cash
dividends paid on Synovus common stock purchased under the Plan will be
taxable to the participants on a pro rata basis for Federal and state
income tax purposes during the year any such dividend is received by the
participant or the Plan. Upon disposition of the Synovus common stock
purchased under the Plan, participants must treat any gain or loss as
long-term or short-term capital gain or loss depending upon when such
disposition occurs.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, and
changes therein, and disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.
5 (Continued)
<PAGE>
SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 1999, 1998, and 1997
(3) Contributions
Contributions by Participating Companies and by participants are as
follows:
<TABLE>
<CAPTION>
1999 1998 1997
------------------------ ------------------------- ------------------------
Participating company Company Participants Company Participants Company Participants
------------------------------------ ---------- ----------- ----------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Synovus Financial Corp. $ 29,500 59,000 28,167 56,330 27,000 54,666
Columbus Bank and Trust Company 107,838 215,645 114,334 228,667 109,835 219,665
Commercial Bank and Trust
Company of Troup County 29,500 59,000 30,000 60,000 30,000 60,000
Commercial Bank of Thomasville 21,000 42,000 20,000 40,000 22,000 44,000
Security Bank and Trust Company
of Albany 34,000 68,000 33,333 66,667 30,250 60,500
Sumter Bank and Trust Company 28,500 57,000 28,000 56,000 27,334 54,666
The Coastal Bank of Georgia 36,000 72,000 34,001 67,999 18,834 37,666
First State Bank and Trust Company 19,000 38,000 21,500 43,000 16,500 33,000
Bank of Hazlehurst 16,000 32,000 17,000 34,000 16,000 32,000
The Cohutta Banking Company 12,500 25,000 14,500 29,000 16,000 32,000
Bank of Coweta 27,000 54,000 28,500 57,000 25,000 50,000
Citizens Bank and Trust of West Georgia 40,000 80,000 40,000 80,000 40,500 81,000
First Community Bank of Tifton 24,000 48,000 24,000 48,000 23,667 47,999
Quincy State Bank 18,000 36,000 18,000 36,000 18,000 35,334
Community Bank & Trust of Southeast
Alabama 22,500 45,000 27,000 54,000 25,500 51,000
CB&T Bank of Middle Georgia 26,400 52,800 27,200 54,400 26,300 52,600
First Coast Community Bank 18,056 36,111 16,667 33,333 17,889 35,777
CB&T Bank of Russell County 13,332 26,666 13,332 26,666 13,110 26,222
Sea Island Bank 20,834 41,666 17,500 35,000 17,334 34,666
Citizens First Bank 24,667 49,333 24,334 48,666 25,167 50,333
Athens First Bank and Trust Company 15,000 33,000 20,000 40,000 20,000 40,000
Vanguard Bank and Trust 20,000 40,000 20,000 40,000 19,000 38,000
Bank of Pensacola 18,000 36,000 18,000 36,000 16,000 32,000
First Commercial Bank of Birmingham 26,000 51,999 26,000 51,999 26,001 52,000
The Bank of Tuscaloosa 36,833 73,666 37,334 74,666 33,500 67,000
Sterling Bank 22,000 44,000 21,334 42,666 20,000 40,000
First National Bank of Jasper 18,667 37,334 18,334 36,666 20,167 40,333
First Commercial Bank of Huntsville 22,056 44,667 22,667 45,333 21,167 42,333
Tallahassee State Bank 12,000 24,000 12,000 24,000 14,000 28,000
Peachtree National Bank 28,000 56,000 25,717 51,433 27,500 55,000
The Citizens Bank of Ft. Valley 11,667 23,333 13,667 27,333 14,667 29,333
The Citizens Bank of Cochran 4,666 9,333 4,666 9,333 4,722 9,444
Citizens & Merchants State Bank 24,000 48,000 24,000 48,000 24,000 48,000
The National Bank of South Carolina 38,834 77,666 37,500 75,000 30,834 61,000
Bank of North Georgia 30,200 60,400 6,317 12,633 -- --
Georgia Bank & Trust 2,986 6,000 -- -- -- --
Synovus Trust Company 1,000 2,000 -- -- -- --
---------- ----------- ----------- ------------ ---------- ------------
Total contributions $ 900,536 1,804,619 884,904 1,769,790 837,778 1,675,537
========== =========== =========== ============ ========== ============
</TABLE>
6 (Continued)
<PAGE>
SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 1999, 1998, and 1997
(4) Unrealized Appreciation (Depreciation) on Synovus Common Stock
Changes in unrealized appreciation (depreciation) on Synovus common stock
are as follows:
<TABLE>
<CAPTION>
1999 1998 1997
-------------- ----------- ------------
<S> <C> <C> <C>
Unrealized appreciation at end of year $ 48,339,919 73,921,444 74,832,043
Unrealized appreciation at beginning 73,921,444 74,832,043 49,168,386
of year
-------------- ----------- ------------
Unrealized appreciation (depreciation)
for the year $ (25,581,525) (910,599) 25,663,657
============== =========== ============
</TABLE>
(5) Realized Gain on Withdrawal Distributions to Participants
The realized gain on withdrawal distributions to participants is
summarized as follows:
<TABLE>
<CAPTION>
1999 1998 1997
--------------- ------------ -------------
<S> <C> <C> <C>
Market value at date of distribution or
redemption of shares of Synovus
common stock $ 13,533,548 11,719,830 9,681,144
Less cost (computed on an average
cost basis) of shares of Synovus
common stock distributed or
redeemed 3,478,048 2,467,202 2,222,758
--------------- ------------ -------------
$ 10,055,500 9,252,628 7,458,386
=============== ============ =============
</TABLE>
(6) Stock Split
On April 23, 1998, the Synovus Board of Directors approved a
three-for-two stock split, which was effective on May 21, 1998, in the
form of a 50% stock dividend to shareholders of record as of May 7, 1998.
Share and per share data for all periods presented in the accompanying
financial statements and related notes has been restated to reflect the
additional shares resulting from the stock split.
7
