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PURSUANT TO RULE 424(b)(3)
FILE NO. 333-34070
SUPPLEMENT TO PROSPECTUS/PROXY STATEMENT
DATED MAY 5, 2000
The prospectus/proxy statement dated May 5, 2000, is hereby supplemented
as follows to restate, in its entirety, the "Selling Shareholders" section on
pages 33 through 35 of the prospectus.
SELLING SHAREHOLDERS
The shares of Synovus common stock issued in the merger are freely
transferable under the Securities Act, except for shares issued to persons who
were deemed to be "affiliates" of ProCard for purposes of Rule 145 under the
Securities Act as of the date of the ProCard special meeting. Affiliates may not
sell their shares of Synovus common stock acquired in connection with the merger
except pursuant to an effective registration statement under the Securities Act
covering such shares or in compliance with Rule 145 promulgated under the
Securities Act or another applicable exemption from the registration
requirements of the Securities Act. Persons who may be deemed to be affiliates
of ProCard generally include individuals or entities that controlled, were
controlled by or were under common control with ProCard and may include
individuals who served as officers and directors of ProCard before the effective
date of the merger as well as principal stockholders of ProCard before the
effective date of the merger.
Synovus received an "affiliate letter" from persons deemed to be
"affiliates" of ProCard under Section 2(11) of the Securities Act and Rule
145(c) thereunder. An affiliate letter constitutes an agreement by each
affiliate of ProCard with Synovus to the effect that such affiliate will not
sell, transfer or otherwise dispose of any shares of Synovus common stock issued
to such a person in connection with the merger (1) except in compliance with the
applicable provisions of the Securities Act and the rules and regulations
thereunder; and (2) during the periods when any such sale, pledge, transfer or
other disposition would, under generally accepted accounting principles or the
rules, regulations or interpretations of the Securities and Exchange Commission,
disqualify the merger for pooling of interests accounting treatment. Such
periods in general encompass the period commencing 30 days before the effective
date of the merger and ending at the time of publication of financial results
covering at least 30 days of combined operations of Synovus and ProCard. Because
the selling shareholders listed in the table below may be deemed to be
affiliates of ProCard, this document also covers any offers or sales of the
resale shares sold by the selling shareholders.
The registration of theses shares does not necessarily mean that a
particular selling shareholder will sell any or all of his shares of Synovus
common stock. The average closing price of Synovus common stock during the
twenty trading day period ending three days before the closing date of the
merger was $18.956250 and the conversion ratio was 0.229483. The ProCard
capital stock held by the selling shareholders listed in the table below were
converted into an aggregate of 945,737 shares of Synovus common stock which are
offered for resale through this prospectus. Such shares represent less than 1%
of the shares of Synovus common stock outstanding on June 1, 2000.
The following table sets forth information with respect to the selling
shareholders. The share numbers reflect the numbers of shares of Synovus common
stock received by each selling shareholder in the merger. The notes to the table
describe the relationship of the selling shareholder to ProCard before the
effective date of the merger.
<TABLE>
<CAPTION>
SECURITIES
OFFERED FOR THE
RELATIONSHIP SECURITIES OWNED SECURITY
WITH PROCARD BEFORE BEFORE THE HOLDER'S
NAME OF SECURITY HOLDER THE MERGER OFFERING ACCOUNT
----------------------- -------------------- ---------------- -----------------
<S> <C> <C> <C>
Susan Bishop Senior Vice 286 286
President
DDB Investment (1) 206,534 206,534
Company, LLLP
D. Dale Browning Director/CEO 40,188 40,188
</TABLE>
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<TABLE>
<CAPTION>
SECURITIES
OFFERED FOR THE
RELATIONSHIP SECURITIES OWNED SECURITY
WITH PROCARD BEFORE BEFORE THE HOLDER'S
NAME OF SECURITY HOLDER THE MERGER OFFERING ACCOUNT
----------------------- -------------------- ---------------- -----------------
<S> <C> <C> <C>
Brigid Davidson Vice President and 6,050 6,050
Corporate
Secretary
LGH Limited Partnership (2) 5,737 5,737
Laurance R. Hoagland Director 57,343 57,343
Jr.
Arthur A. Horecki Vice President 91 91
David M. Kirr (3) 68,942 68,942
Marbach, Constance Director (4) 72,265 72,265
and/or Terry JTWROS
Terry B. Marbach, Director 26,135 26,135
Nom & Co. F/A/O KM & (5) 1,652 1,652
Co. EPS & IP, Gregg
T. Summerville
Nom. & Co.- Kirr, (3) 1,721 1,721
Marbach & Co
Employees Profit
Sharing and
Investment Plan
-David M. Kirr
Nom. & Co.- Kirr, (6) 631 631
Marbach & Co
Employees Profit
Sharing and
Investment Plan
-Terry Marbach
B. LaRae Orullian Director 57,370 57,370
Quest Ventures (7) 40,774 40,774
International
Quest Ventures II (7) 59,654 59,654
Fred W. Reams (8) 85,153 85,153
Strafe & Co F/A/O (5) 5,737 5,737
Gregg T. Summerville
FBO Adam James
Summerville
Strafe & Co F/A/O (5) 5,737 5,737
Gregg T. Summerville
FBO Amy Lynn
Summerville
Strafe & Co FAO (5) 14,342 14,342
KM & Co. EPS - G.
Summerville
Strafe & Co FAO KM & (3) 9,565 9,565
Co. EPS - David Kirr
</TABLE>
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<TABLE>
<CAPTION>
SECURITIES
OFFERED FOR THE
RELATIONSHIP SECURITIES OWNED SECURITY
WITH PROCARD BEFORE BEFORE THE HOLDER'S
NAME OF SECURITY HOLDER THE MERGER OFFERING ACCOUNT
----------------------- -------------------- ---------------- -----------------
<S> <C> <C> <C>
Strafe & Co FAO KM & (6) 20,132 20,132
Co. EPS - Terry
Marbach
Strafe & Co FBO Gregg (5) 8,605 8,605
Summerville
Gregg T. Summerville Director 144,760 144,760
Jerry H. and Sharon K. Executive Vice 1,376 1,376
Wagner President (9)
Washington Securities (10) 3,442 3,442
Judson A. Watts Vice President 59 59
The Waugh/Carr Family (11) 1,456 1,456
Trust DTD 11/1/96
</TABLE>
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(1) D. Dale Browning, a director of ProCard, is deemed to be the beneficial
owner of any shares owned by DDB Investment Company LLLP because Mr.
Browning is the general partner.
(2) Laurance R. Hoagland, Jr., a director of ProCard before the effective date
of the merger, is the beneficial owner of any shares owned by LGH Limited
Partnership of which Mr. Hoagland is a limited partner.
(3) David M. Kirr owned 10.10% of ProCard series B preferred stock and was the
beneficial owner of these shares.
(4) Constance Marbach is married to Terry B. Marbach, a director of ProCard
before the effective date of the merger.
(5) Gregg T. Summerville, a director of ProCard before the effective date of
the merger, is the beneficial owner of these shares.
(6) Terry B. Marbach, a director of ProCard before the effective date of the
merger, is the beneficial owner of these shares.
(7) Lucien Ruby, a director of ProCard before the effective date of the merger,
may be deemed to be the beneficial owner of any shares held by Quest
Ventures International and Quest Ventures II. Mr. Ruby may be deemed to
beneficially own such shares as the general partner of Foray Partners, the
general partner of both Quest entities. Mr. Ruby disclaims beneficial
ownership of these shares.
(8) Fred W. Reams owned 20.04% of the ProCard series A preferred stock before
the effective date of the merger.
(9) Sharon K. Wagner is married to Jerry H. Wagner, an Executive Vice President
of ProCard.
(10) Gregg T. Summerville, a director of ProCard before the effective date
of the merger, is the beneficial owner of shares held by Washington
Securities, a limited partnership, for which Mr. Summerville is a general
partner.
(11) Frederick J. Waugh, a Vice President and the CFO of ProCard, is a
beneficial owner of shares held by The Waugh/Carr Family Trust.
The date of this prospectus supplement is June 6, 2000.
